ADDENDUM TO SEPARATION AND DISTRIBUTION AGREEMENT
This addendum to Separation and Distribution Agreement (the "Addendum")
is executed on this 22nd day of June, 2001, by and between Desert Health
Products, Inc. ("Desert Health") and Royal Phoenix; hereinafter collectively
the Parties, for purposes of amending and modifying the Separation and
Distribution Agreement executed by and between Desert Health and Royal
Phoenix on October 18, 2000.
WHEREAS, on October 18, 2000 the Parties entered into a Separation and
Distribution Agreement wherein, pursuant to subparagraph 3.1(b) Desert Health
was to issue 10 shares of Royal Phoenix common stock to each shareholder of
Desert Health as part of the consideration for the assignment of the Royal
Phoenix assets, then held by Desert Health, to Royal Phoenix from Desert
Health.
WHEREAS, as a result of the task in determining the exact number of
shareholders, and the extensive cost of preparing certificates and
distributing same, the Parties have determined it in the best interest of
both parties to modify the previous via this Addendum.
NOW THEREFORE, for good and valuable consideration the Parties agree as
follows:
1. The Separation and Distribution Agreement dated October 18, 2001 between
the Parties is being amended to reflect that the consideration of 10 shares
of Royal Phoenix stock being issued to Desert Health shareholders as
referenced in subparagraph 3.1(b) is hereby terminated and in lieu thereof,
Desert Health will receive 10,000 shares of Royal Phoenix common stock. This
amount of stock, 10,000 is based upon the assumption that there are a maximum
of 600 shareholders of Desert Health, times 10 shares each, equals a total of
6,000 shares times a reserve balance of an additional 4,000 shares.
2. Any reference to the distribution of shares of Royal Phoenix common
stock shall hereinafter be removed from the Separation and Distribution
Agreement.
3. This Addendum shall not alter the date on which the Separation and
Distribution shall have occurred between the Parties.
IN WITNESS WHEREOF, the Parties have executed this agreement on the date
above first written.
Desert Health Products, Inc. Royal Phoenix
/s/XXXXXX XXXXXXX /s/XXXXXX XXXXX XXXXXX
Xxxxxx Xxxxxxx, President Xxxxxx Xxxxx Xxxxxx, President
