Item 1.01 Entry into a Material Definitive Agreement

Effective as of May 20, 2009, Natural Alternatives International, Inc. (NAI), on behalf of Real Health Laboratories, Inc. (RHL), a California corporation and wholly owned subsidiary of NAI, entered into an agreement with PharmaCare Laboratories (Buyer) for the sale of certain of legacy RHL's remaining net assets, with the exception of the Pathway to Healing® product line, for a cash purchase price of $500,000. The purchase price is subject to certain adjustments based on exchange rate fluctuations and inventory values on the closing date. Under the terms of the agreement, RHL may receive up to an additional $500,000 from Buyer as a conditional earn-out if the RHL business acquired by Buyer meets or exceeds certain budgeted profitability criteria during fiscal 2010. The sale is expected to close by June 30, 2009, but in no event later than July 31, 2009.

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