AMENDMENT TO EXCHANGE AGREEMENT
THIS AMENDMENT TO EXCHANGE AGREEMENT (the "Amendment") is made as of
this 30th day of March, 2005, by and among ALTRIMEGA HEALTH, INC., a Nevada
corporation (the "Company"), TOP GUN SPORTS & ENTERTAINMENT, INC., a Nevada
corporation ("Top Gun") and those persons listed in Exhibit A attached hereto
who are the owners of record of all of the ownership interest of Top Gun (the
"Top Gun Stockholders").
RECITALS
WHEREAS the Company, Top Gun and the Top Gun Stockholders entered into
the original Exchange Agreement, dated December 17, 2004 (the "Exchange
Agreement");
WHEREAS pursuant to the terms of the Exchange Agreement the Company
will acquire all of the outstanding shares of common stock of Top Gun in
exchange for the issuance of 15,750,000 shares of the Company's common stock to
the Top Gun Stockholders;
WHEREAS the closing of the transaction is conditioned upon the
Company's shareholders approving a change of the Company's name to Top Gun
Sports & Entertainment, Inc., a 1-for-1000 reverse stock split and Top Gun
receiving a minimum of $750,000 through a private placement of convertible debt;
WHEREAS prior to January 12, 2005 the Company and Top Gun entered
into an oral agreement whereby the Company and Top Gun agreed to amend the
Exchange Agreement in the manor set forth below and pursuant to the terms of
this Amendment;
NOW, THEREFORE, in consideration of the promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby conclusively acknowledged, the parties hereto, intending to become
legally bound, hereby agree as follows:
1. Amendment of Section 1.05.Section 1.05 of the Exchange Agreement is
hereby amended by deleting this section from the Exchange Agreement in its
entirety.
2. Amendment of Section 1.08(b)(v). Section 1.08(b)(v) of the Exchange
Agreement is hereby amended by deleting this section from the Exchange Agreement
in its entirety.
3. Amendment of Section 3.07.Section 3.07 of the Exchange Agreement is
hereby amended by deleting this section from the Exchange Agreement in its
entirety.
4. Amendment of Section 3.13(d). Section 3.13(d) of the Exchange
Agreement is hereby amended by deleting this section from the Exchange Agreement
in its entirety.
5. Binding on the Parties. The amendments to Section 1.05, Section
108(b)(v), Section 3.07 and Section 3.13(d) contained in this Amendment shall be
binding on all of the parties to the Exchange Agreement. The Exchange Agreement
shall be read as if the above-identified sections have no effect on the
remainder of the Exchange Agreement. All other sections and provisions of the
Exchange Agreement shall remain in full force and effect, and shall not be
otherwise altered or modified in any way by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
on the date first set forth above.
ALTRIMEGA HEALTH CORPORATION, INC.,
a Nevada corporation
By: /s/Xxxx X. Xxxxx
Print: Xxxx X. Xxxxx
Title: President
TOP GUN SPORTS & ENTERTAINMENT, INC.
a Nevada corporation
By: /s/Xxxxx ScaliseIII
Print: Xxxxx Xxxxxxx III
Title: CEO
EXHIBIT A
TOP GUN SPORTS & ENTERTAINMENT, INC.
LIST OF STOCKHOLDERS
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SHAREHOLDER TOP GUN NEVADA SHARES OWNED ALTRIMEGA SHARES TO RECEIVE SIGNATURE
------------------------------- ---------------------------- ---------------------------- ----------------------------
Xxxxx Xxxxxxx, III assigns 11,050,000 11,050,000 /s/Xxxxx Xxxxxxx III
------------------------------- ---------------------------- ---------------------------- ----------------------------
Seacor 4,700,000 2,700,000 /s/illegible
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Seacor (escrow) 2,000,000 /s/illegible
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