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Nutra Pharma Signs Agreement to Acquire Portage Biomed
November 09, 2004

Nutra Pharma Corp., a biotechnology holding company that owns rights to intellectual property related to the development of drugs for HIV and Multiple Sclerosis has signed an Agreement to acquire 100% of Portage BioMed, LLC. The acquisition will be made through a restricted stock transaction and ongoing funding of the company.

Portage BioMed is a private company with research facilities located in Kent, Ohio. The company is developing novel and proprietary drug delivery systems to be used with various pharmaceutical therapies in the treatment of diseases. The agreement calls for Portage Biomed to reach pre-determined milestones in their research in order to qualify for the stock issuances. If they achieve all of their goals, Nutra Pharma will issue 3.2 million shares of Nutra Pharma common stock over an eighteen month period. Additionally, Nutra Pharma has agreed to fund the ongoing business of Portage Biomed until such a time as they achieve self-sufficiency through the creation of revenues.

"Nutra Pharma is both a holding company and an incubator in the field of Biotechnology," said Rik J Deitsch, Nutra Pharma's Chief Executive Officer. "We have been looking forward to working with Portage Biomed in completing the development and distribution of their exciting technology. We believe the potential exists for Portage BioMed's research to have a significant impact on the manner and effectiveness of the treatment of many debilitating diseases, including cancer. The funding and management provided by Nutra Pharma may allow for licensing of their technology within the first two years," he added. Mr. Deitsch has already been named to the Board of Directors of Portage Biomed per the agreement.

According to the terms of the Agreement, Portage BioMed will become a wholly owned subsidiary of Nutra Pharma. The company's management team will consist of its current owners who will continue to run the everyday operation of the Company and be responsible for the execution of the business plan.

"With the financial and technical resources provided by this union, we are now in a much better position to execute our business plan," commented, James M. Spear Portage Biomed's Chief Executive Officer. "We believe our work has the potential to significantly improve the way illnesses are addressed. Nutra Pharma shares in our goal to bring this technology to fruition as soon as possible," he added. Mr. Spear received his MBA from Kent State University and has been an executive in the health care industry for over twenty years.
Nutra Pharma expects the acquisition to be completed before the end of the year.

SEC Disclaimer

This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected in Nutra Pharma's ("the Company") business plan. The Company's business is subject to various risks, which are discussed in the Company's filings with the Securities and Exchange Commission ("SEC"). The agreement to acquire Portage Biomed LLC should not be construed as an indication in any way whatsoever of the value of the Company or its common stock. The Company's filings may be accessed at the SEC's Edgar system at Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

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