HEALTHY PLANET PRODUCTS, INC.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
September 29, 1997
Mr. Xxxx Xxxxxxxx
2121 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxxx:
Reference is made to the Securities Purchase Agreement
("Purchase Agreement") dated the date hereof between us regarding the purchase
by you of 300,000 shares of Common Stock and warrants to purchase 300,000 shares
of Common Stock of Healthy Planet Products, Inc. (the "Company"), the related
Warrant Agreement ("Warrant Agreement") and Registration Rights Agreement
("Registration Agreement"). You have advised us that, in lieu of your purchasing
all of the shares and warrants which are the subject of the Purchase Agreement,
you have designated InterGroup Corporation, a corp- oration of which you are
Chairman of the Board and a controlling shareholder, to purchase 150,000 of the
shares and 150,000 of the warrants. This will confirm the agreement of the
Company to issue and sell such shares and warrants to InterGroup, subject to
InterGroup's agreement to be bound by all the terms and conditions of the
Purchase Agreement, Warrant Agreement and Registration Agreement, and that the
representations and warranties relating to the "Purchaser" in the Purchase
Agreement, including but not limited to the representation regarding the
"accredited investor" status of the Purchaser, are true and correct with respect
to InterGroup.
Please signify your agreement, and the agreement of
InterGroup, with the foregoing, and the agreement of InterGroup to be bound by
the terms and conditions of the Purchase Agreement, Warrant Agreement and
Registration Agreement and confirmation of
that the representations and warranties of the Purchaser in the Purchase
Agreement are true and correct with respect to InterGroup.
Very truly yours,
HEALTHY PLANET PRODUCTS, INC.
By:/s/Xxxxx Xxxxxx
--------------------------------
Name:
Title:
ACCEPTED AND AGREED:
/s/Xxxx Xxxxxxxx
--------------------------------
Xxxx Xxxxxxxx
INTERGROUP CORPORATION
By:
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Name:
Title:
