EXHIBIT 10.3
POST CLOSING ADDENDUM TO STOCK PURCHASE AND SALE AGREEMENT
THIS POST CLOSING ADDENDUM TO STOCK PURCHASE AND SALE AGREEMENT
("Agreement") is executed on May 9, 2005 but is effective as of April 18,
2005 and between COMPOUND MANAGEMENT, LLC ("Management") and COMPOUND NATURAL
FOODS, INC., a Nevada corporation (the "Company").
RECITALS:
WHEREAS, on or near June 9, 2004 Management executed an agreement with
Pure Nature, LLC wherein Management purchased a 51% interest in Pure Nature;
WHEREAS, it was intended between the parties that Management would
transfer its interest in Pure Nature to Foods, a public entity, and that
thereafter the remaining 49% would be transferred to Foods, making Pure
Nature a wholly owned subsidiary of Foods; and
WHEREAS, the administrative task of transferring Management's ownership
interest in Pure Nature to Foods was not previously accomplished or
documented;
WHEREAS, the control block shareholders of Foods are the same control
block members of Management;
WHEREAS, the control block shareholders of Foods have sold their
interest in Foods, in a transaction which has closed, and in a transaction
where it was the intent of all parties that Foods had been the 51 % owner of
Pure Nature, LLC; and
WHEREAS, post closing it was determined that the administrative task of
documenting the transfer of 51 % from Management to Foods had not been
completed;
ACCORDINGLY, Compound Management, LLC hereby acknowledges that Compound
Natural Foods, LLC is the beneficial owner of any interest in Pure Nature,
LLC to which Compound Management, LLC may have had. In addition, Compound
Management, LLC hereby acknowledges that it has no right, title or interest
in Pure Nature, LLC. Compound Management, LLC directs Pure Nature to take the
appropriate steps to adjust its books and records to reflect ownership by
Compound Natural Foods, Inc in the place of Compound Management, LLC.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the date first written above.
COMPOUND MANAGEMENT, LLC
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, Managing Member
COMPOUND NATURAL FOODS, INC
By:____________________________________
Joey Canyon, President