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Exhibit 10(i)(a)(6)
SECOND ADDENDUM
TO
ASSIGNMENT OF SALES AGREEMENT
WHEREAS, In-Flo Liquid Dispensing Corporation ("In-Flo LDC"), a corporation
organized and existing under the laws of Canada, and Diverse Products
Incorporated ("Diverse"), a corporation organized and existing under the laws of
State of Ohio, did enter into a Sales Agreement (the "Sales Agreement") dated
the 5th day of May, 1995, in which Diverse as Master Marketer and In-Flo LDC
agreed to the acquisition, sale and distribution of certain products to be
provided by In-Flo LDC; and
WHEREAS, Diverse and Health Xxxxxxx Corporation ("HSC"), a Nevada corporation,
executed an Assignment of Sales Agreement (the "Assignment") on the 9th day May,
1995, as Assignor and Assignee respectively, acknowledged and accepted by In-Flo
LDC; and
WHEREAS, the Agreement provided for, but did not recite all consideration paid
or to be paid by Assignee to Assignor; and
WHEREAS, HSC has changed its name to United Xxxxxxx Corporation ("USC"); and
WHEREAS, In-Flo LDC and In-Flo North America Limited, formed under the laws of
the Province of Ontario, executed an Assignment of Sales Agreement on the 22nd
day of January, 1996, wherein In-Flo LDC assigned its interest in the Sales
Agreement to In-Flo North America Limited, which assignment has been
acknowledged and accepted by HSC; and
WHEREAS, Diverse and HSC/USC executed an Addendum to Assignment of Sales
Agreement ("Addendum") dated the 8th day of August, 1996, wherein HSC/USC as
Assignee agreed to pay Diverse as Assignor a contract amount, with said amount
to be paid on or before December 31, 2001; and
WHEREAS, Diverse as Assignor and HSC/USC as Assignee, wish to further modify and
clarify the terms and provisions of the Assignment as amended and modified;
NOW, THEREFORE, the undersigned modify the Agreement, Assignment, and Addendum
to provide that Section 6 as provided in the Addendum shall be replaced in its
entirety by the following:
6. Assignee will pay to Assignor, for the assignment of the rights,
title and interest in and to the Sales Agreement, an amount equal to
Five Cents ($.05) (U.S. Dollars) for each bottle sold by or through
HSC/USC. Said amount (Five Cents [$.05] per bottle) shall be paid on
the first five million (5,000,000) bottles sold by HSC/USC, a maximum
of Two Hundred Fifty Thousand ($250,000.00) dollars. The obligation
hereunder shall bear no interest to and including the due date.
Assignee may prepay, in whole or in part, any amount due hereunder
without penalty.
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IN WITNESS WHEREOF, the parties hereunder set their hands on this day
10th of April, 1997.
Diverse Products Incorporated Unites Xxxxxxx Corporation
fka Health Xxxxxxx Corporation
By: /s/ X. X. Xxxxx By: /s/ X. X. Xxxxx
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Title: V.P. Title: CEO
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