EXHIBIT 2.3
AGREEMENT TO FUND SUBSIDIARY
This Agreement is made this 1st day of September 1998, by and between
Dynamic Health Products, Inc., a Florida corporation ("Parent"), Incredible
Products of Florida, Inc., a Florida corporation ("Subsidiary") and Xxxx X.
Xxxxxxx ("Xxxxxxx").
Background Statements:
I. Subsidiary is currently a wholly-owned subsidiary of Parent.
II. Subsidiary is, simultaneously with the execution of this Agreement,
entering into an Employment Agreement with Xxxxxxx.
III. Xxxxxxx desires assurance that Subsidiary will be capitalized by
Parent in the amount of $160,000.
In consideration of the mutual covenants contained herein, together with
other good and valuable consideration, the adequacy, sufficiency and receipt of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
1. BACKGROUND STATEMENTS. The background statements set forth above are
true and correct and are incorporated herein by reference.
2. AGREEMENT TO CONTRIBUTE CAPITAL. Parent agrees to contribute to
Subsidiary $160,000 in capital to be used by Subsidiary as follows:
/bullet/ $10,000 per month for six months to cover the salary of
Xxxxxxx.
/bullet/ $100,000 for start-up expenses and operating expenses approved
in advance by Parent, on an as-needed basis.
3. THIRD-PARTY BENEFICIARY. Xxxxxxx is an intended third-party beneficiary
of this Agreement with respect to his salary.
4. ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement executed by the party to be charged
with the amendment.
SIGNATURE PAGE TO AGREEMENT TO FUND SUBSIDIARY BETWEEN DYNAMIC HEALTH PRODUCTS,
INC., INCREDIBLE PRODUCTS OF FLORIDA, INC. AND XXXX X. XXXXXXX.
Dynamic Health Products, Inc.
By: /s/ XXXXX X. XXXXXX
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as Chairman
Incredible Products of Florida, Inc.
By: /s/ XXXXX X. XXXXXX
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as Vice President
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
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