JSHT - Joshua Tree Construction (fka JSHT)

[jmhollen]

Joshua Tree Construction, Inc. Discloses Material Terms and Conditions of Transaction to Acquire All of the Outstanding Stock of American Health and Diet Centers, Inc.

CANFIELD, Ohio, Mar 25, 2002 (BUSINESS WIRE) -- Joshua Tree Construction, Inc. (OTCBB:JSHT) and American Health and Diet Centers, Inc., a New Jersey corporation, disclosed in a joint statement today the material terms and conditions of the transaction whereby Joshua Tree purchased 100 percent of the outstanding common stock of American Health, which will be maintained as a wholly-owned subsidiary of Joshua Tree.

This transaction was previously announced in a press release by Joshua Tree on February 13, 2002.

American Health, which sells vitamins and other nutriceuticals, operates 21 kiosks in shopping malls in the eastern United States, under the name "Nutritionary." Joshua Tree is a Nevada corporation that had no active business, having discontinued its construction business.

Joshua Tree agreed to pay $3 million, in the form of 7% two-year promissory notes, and warrants to purchase an aggregate of 2.2 million shares of Joshua Tree's common stock at an exercise price of $0.25 per share, to the pre-transaction shareholders of American Health. The promissory notes and certain other obligations are subject to security agreements in favor of American Health's pre-transaction shareholders, whereby Joshua Tree and American Health pledged all of their assets as security for the notes and certain obligations; in addition, Joshua Tree pledged the shares of American Health it acquired as further security for the promissory notes and certain other obligations.

Joshua Tree and American Health also reached agreements relating to the provision of working capital by Joshua Tree to American Health after the acquisition, the pay-down by Joshua Tree of American Health's outstanding bank debt to Hudson United Bank in the amount of $3.35 million and the pay-down by Joshua Tree of American Health's outstanding payable to Vitaquest International, Inc., a supplier, in the amount of $1.8 million.

Joshua Tree, through American Health, also entered into an exclusive manufacturing agreement for its vitamin and nutriceutical needs with Vitaquest International, an entity affiliated with Keith Frankel, one of the former shareholders of American Health.

Mr. Frankel will initially appoint three of the five members of the board of directors of Joshua Tree. He will also receive 3,500,000 vested options to purchase shares of the common stock of Joshua Tree, at $0.25 per share, in consideration of consulting services that he has performed, and will be providing, to Joshua Tree.

Joshua Tree expects, in the near future to change its names to "Nutritionary, Inc.," and is obligated under the stock purchase agreement to file a registration statement with the United States Securities and Exchange Commission to register the shares of common stock underlying the warrants and options being issued to the former shareholders of American Health.

Copies of the Stock Purchase Agreement and certain related material documents shall be filed with the United States Securities and Exchange Commission in due course as required by law. These agreements will contain the full and complete terms relating to the transaction.

ABOUT AMERICAN HEALTH AND DIET CENTERS/NUTRITIONARY

The American Health and Diet Centers, dba Nutritionary, was established in 1979 as "The Vitamin Healthcenters" and is a multi-channel marketer of high quality nutritional and natural health products. It is committed to being the best provider of quality products, information and services in the nutritional supplement, health and self-care market. More information is available at www.nutritionary.com.

CONTACT: CEOcast, Inc. for American Health & Diet Centers Mathew Henderson, 212/732-4300