AMENDMENT NO. 1
TO
EXCLUSIVE
CUSTOM MANUFACTURING AGREEMENT
This Amendment (the "Amendment") is dated as of August 24, 2005 and
amends that certain Exclusive Custom Manufacturing Agreement (the "Original
Agreement") dated as of the 28th day of January, 2005, by and between Century
Foods, a division of Hormel Foods Corporation, a Delaware corporation, with
principal offices at 000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxx 00000 ("Contractor")
and Pacifichealth Laboratories, a Delaware corporation with its principal
offices at 000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000 ("PHL"). The
Original Agreement, as amended by this Amendment, is referred to herein as the
"Agreement."
WHEREAS, in connection with the loan by Hormel Health Labs, LLC to PHL pursuant
to the Securities Purchase Agreement and Secured Convertible Promissory Note
each dated as of the date hereof, the parties hereto consider it in their best
interests to extend the Original Agreement by a period of one (1) year.
NOW, THEREFORE, the parties hereby agree that Section 2 of the Original
Agreement is hereby amended and restated as follows:
"2. TERM; TERMINATION. This Agreement shall be effective as of January
28, 2005 and shall continue for a period of two (2) years without
interruption, and thereafter shall continue year to year thereafter
unless terminated by either party on ninety (90) days written notice to
the other party. This Agreement may be terminated by either party at
any time during the term and any extension thereof for a material
breach of this Agreement by the other party, such termination to be
effective immediately upon delivery to the defaulting party specifying
the nature of such breach and defaulting party's failure to remedy the
breach within ten (10) days of its receipt."
All other terms and conditions of the Agreement remain unchanged and in force.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives effective as of the date first
above written.
CENTURY FOODS, a Division of PACIFICHEALTH LABORATORIES,
Hormel Foods Corporation INC.
(Contractor) (PHL)
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Its: Vice President Its: CFO/COO
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