RESTATED AND AMENDED PURCHASE AGREEMENT
RESTATED AND AMENDED PURCHASE AGREEMENT, effective May 27, 1998 (the
"Agreement"), by and among CYPRESS SPRINGS LLC, a California limited liability
company ("Cypress") managed by Xxx X. Xxxxxx, an individual residing in
California ("Xxxxxx"), Rockwood Companies, LLC, a California limited liability
company (with its predecessors, "Rockwood") and BIOMUNE SYSTEMS, INC., a Nevada
corporation ("Biomune"). This Agreement is executed by the Parties on December
30, 1998, with the effective date indicated above.
RECITALS
A. Cypress is the sole owner of all of the issued and outstanding member
interests of Rockwood formerly known as Rockwood Investments, Inc., d.b.a.
Rockwood Cosmetics, Inc. ("Cosmetics"), which is in the business of marketing
and distributing vitamin, nutrition and personal care products, including the
products formerly marketed through Cosmetics and Rockwood Vitamins LLC
("Vitamins").
B. Biomune is a Nevada corporation engaged in the business of researching,
developing and selling pharmaceutical and nutraceutical products based on a
patented whey protein technology. In July 1997, Biomune entered into an
agreement with Xxxxxx to acquire Cosmetics and pursuant to that agreement
Biomune made option and other payments to Xxxxxx and Cosmetics totaling $360,000
toward the purchase price of Cosmetics. That agreement was terminated by Biomune
in January 1998.
C. Pursuant to this Agreement herein, Biomune intends to purchase a
controlling interest in Rockwood as contemplated herein.
D. Upon completion of the transactions contemplated herein, the parties
desire to have Rockwood owned 52% by Biomune and 48% by Cypress, subject to the
provisions of the Operating Agreement of Rockwood, as the same may be from time
to time amended ("Operating Agreement").
AGREEMENT
In consideration for the promises, conditions and warranties contained
herein and in order to consummate such plan of reorganization, the parties
hereto represent, warrant, covenant and agree as follows:
1. Condition Precedent. Prior to the execution of this Agreement, Xxxxxx
and Cypress shall have caused Rockwood to succeed to all of the business and
ownership of all of the assets of Cosmetics and Vitamins.
2. Cash Payment and Commitment to Loan Funds. Rockwood and Cypress
acknowledge the previous payment of $360,000 as a down payment by Biomune under
this Agreement in consideration for the sale and transfer of 52% of the
membership interest of Rockwood. Biomune also agrees to issue to Cypress 500,000
shares of Biomune's 8% Series G Non-voting, Non-convertible Redeemable Preferred
Stock, following authorization of such series by the Biomune board of directors.
Biomune also agrees to loan certain funds to Rockwood as provided in the Loan
Commitment Letter of even date herewith ("Commitment"), according to the
schedule provided in such Commitment. Rockwood hereby transfers, sells, assigns,
and conveys to Biomune, 52% of the membership interest in Rockwood, in
accordance with the terms of the Operating Agreement.
3. Line of Credit. Following the closing, Biomune will make available or
will cause to be made available to Rockwood, an operating line of credit of up
to $1,000,000 (the "Line of Credit"). Amounts outstanding under the Line of
Credit will bear interest at the prime rate plus one percent (the prime rate
being the prime rate established by the principal bank used by Biomune in its
business transactions or another national financial institution selected by
Biomune). Interest on outstanding amounts will be payable monthly. The Line of
Credit will be secured by a perfected security interest in all of the assets,
accounts receivable, inventory and other property of Rockwood and Rockwood will
sign and agree to filing of all forms and agreements reasonably requested by
Biomune for the purpose of perfecting such security interest. The term of the
Line of Credit will be for one year; provided, however, that if there is no
default under the Line of Credit at the end of such term (and any renewal
thereof), the Line of Credit may be renewed on substantially the same terms and
conditions for up to two (2) consecutive one-year renewal terms. No equity
distributions will be made by Rockwood (except as necessary for the payment of
taxes) in any year in which the Line of Credit has not been paid in full,
without the prior written consent of Biomune. Amounts loaned to Rockwood prior
to the closing will be deemed to have been loaned pursuant to and will be rolled
into the Line of Credit. In the event of a default under the Note which is not
cured and following which Cypress shall exercise its right to rescind this
transaction or to foreclose on the collateral for such Note, all amounts
outstanding on the Line of Credit will be converted to a promissory note, with
interest continuing at the rate then applicable (the "Rockwood Note"). The
principal and unpaid interest under the Rockwood Note will be amortized and
payable over 18 months from the original maturity date, with monthly payments of
principal and interest. The security interest will not be released until the
Rockwood Note is paid in full together with all interest thereon.
4. Rockwood Operating Agreement. The operations of Rockwood following
closing will be conducted pursuant to and under the terms of an Operating
Agreement in form and content substantially as the Operating Agreement attached
to this Agreement as Exhibit "C" and by this reference incorporated herein.
Andela Group, Inc. ("Andela"), a California corporation owned and controlled by
Xxxxxx will be the manager of Rockwood, and will provide the personal services
of Xxxxxx on behalf of Rockwood with the title of "President." A "Board of
Directors" will direct the activities of the manager and other executives of
Rockwood. One member of the board will be appointed by Cypress and two will be
appointed by Biomune. Voting on matters properly before the members of Rockwood
will be according to their respective equity (member) interest. Andela's
engagement as manager and compensation (including Xxxxxx'x employment as
President) will be governed by a five-year agreement in form and content
substantially as that "Management Agreement" attached hereto as Exhibit "D" and
by this reference incorporated in and made a part of this Agreement.
5. Representations and Warranties of Cypress, Xxxxxx and Rockwood. Cypress,
Xxxxxx and Xxxxxxxx, and each of them, additionally represent and warrant to
Biomune as follows:
5.1 Organization and Standing. Rockwood is a limited liability
company, duly organized, validly existing and in good standing under the
laws of the State of California with full power and authority to own,
lease, use and operate its properties and to conduct its business as and
where now owned, leased, used, operated and conducted. Rockwood is duly
qualified to do business and in good standing in each jurisdiction in which
the nature of the business conducted by it or the property it owns, leases
or operates makes qualification necessary, except where the failure to be
so qualified or in good standing in such jurisdiction would not have a
material adverse effect on Rockwood. Rockwood is not in default in the
performance, observance or fulfillment or otherwise in violation of any
provision of its Articles of Organization or its Operating Agreement, as in
effect on the date hereof, copies of which have been previously delivered
to Biomune.
5.2 Power and Authority. Rockwood has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of Rockwood.
5.3 Agreement Binding. This Agreement has been duly executed and
delivered by Rockwood and Cypress and constitutes the legal, valid and
binding obligation of each of them, enforceable against them in accordance
with its terms.
5.4 Financial Statements. Rockwood will furnish to Biomune the
audited balance sheets of Rockwood as of September 30, 1997, and the
related statements of income, changes in stockholders' equity, and cash
flows for the fiscal years then ended, including, in each case, the related
notes (collectively, the "Rockwood Audited Statements"), which are
accompanied by the unqualified audit reports of Xxxxxx + Company. Audited
statements for future periods will also be provided as requested by
Biomune.
5.5 Taxes. Rockwood has paid or caused to be paid all taxes
required to be paid by it through the date hereof. Rockwood has filed or
caused to be filed all Tax Returns required to be filed by it through the
date hereof.
5.6 Compliance with Law. To Rockwood's knowledge, Rockwood is in
compliance in all material respects with all applicable laws, statutes,
orders, rules, regulations, policies or guidelines promulgated, or judg-
ments, decisions or orders entered by any governmental authority
(collectively, "Applicable Laws") relating to Rockwood or its business or
properties.
5.7 Intellectual Property. Rockwood owns and has good and
marketable title to, or is licensed or otherwise possesses legally
enforceable rights to use (free and clear of any lien, encumbrance or
security interest), its trademarks, trade names, service marks, and
copyrights, all of which have been previously disclosed to Biomune. To
Rockwood's knowledge, there has not been and there is not now any
unauthorized use, disclosure, infringement or misappropriation of any
intellectual property rights of Rockwood, any trade secret material to
Rockwood, or any intellectual property right of any third party to the
extent licensed by or through Rockwood, by any third party, including any
employee or former employee of Rockwood.
5.8 Title to and Condition of Properties. Rockwood has good,
valid and indefeasible title to all of its assets and properties of every
kind, nature and description, tangible or intangible, wherever located. All
such properties are owned free and clear of all mortgages, pledges, liens,
security interests, encumbrances and restrictions of any nature whatsoever.
5.9 Litigation. Except as previously disclosed in writing to
Biomune, there is no suit, claim, action, proceeding or investigation
pending or, to the knowledge of Rockwood, threatened against Rockwood or
any officer or director of Rockwood which, individually or in the
aggregate, if adversely determined, would have a material adverse effect on
Rockwood. Rockwood is not subject to any outstanding order, writ,
injunction or decree which, individually or in the aggregate, insofar as
can be reasonably foreseen, could have a material adverse effect on
Rockwood or a material adverse effect on the ability of Rockwood to con-
summate the transactions contemplated hereby.
5.10 Brokerage and Finder's Fees; Expenses. Neither Rockwood nor
any stockholder, director, officer or employee thereof, has incurred or
will incur on behalf of Rockwood, any brokerage, finder's or similar fee in
connection with the transactions contemplated by this Agreement.
5.11 Contracts. Rockwood has disclosed to Biomune all material
written or oral contracts, agreements, guarantees, leases and executory
commitments (each a "Contract") to which Rockwood is a party. All such
Contracts are valid and binding obligations of Rockwood and, to the
Knowledge of Rockwood, the valid and binding obligation of each other party
thereto, and will continue to be legal, valid, binding, enforceable, and in
full force and effect on identical terms following the consummation of the
transactions contemplated. Neither Rockwood nor, to the Knowledge of
Rockwood, any other party thereto is in violation of or in default in any
material respect in respect of, nor has there oc-
curred an event or condition which with the passage of time or giving of
notice (or both) would constitute a material default under or permit the
termination of, any Contract. There are no Contracts outside the ordinary
course of business.
5.12 Accounts Receivable. All accounts and notes receivable
(including lease and finance notes receivable) and accrued interest re-
ceivable of Rockwood have arisen in the ordinary course of business.
5.13 Undisclosed Liabilities. Rockwood does not have any
liabilities or obligations of any nature, whether known or unknown,
absolute, accrued, contingent or otherwise and whether due or to become
due, that, individually or in the aggregate, have or could be reasonably
likely to have a material adverse effect on Rockwood.
5.14 Books of Account; Records. Rockwood's general ledgers, stock
record books, minute books and other material records are, in all material
respects, complete and correct.
6. Representations and Warranties of Biomune. Biomune represents and
warrants to Rockwood that the statements contained in this Section 6 are correct
and complete as of the date of this Agreement.
6.1 Organization, Standing and Power. Biomune is a corporation
duly organized, validly existing and in good standing under the laws of
Nevada. Biomune has the corporate power to own its properties and to carry
on its business as now being conducted and as proposed to be conducted and
is duly qualified to do business and is in good standing in each
jurisdiction in which the failure to be so qualified and in good standing
would have a material adverse effect on Biomune. Biomune is not in
violation of any of the provisions of its Articles of Incorporation or
Bylaws or equivalent organizational documents.
6.2 Authority. Biomune has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Biomune. This
Agreement has been duly executed and delivered by Biomune and constitutes
the valid and binding obligations of Biomune. The execution and delivery of
this Agreement do not and the consummation of the transactions contemplated
hereby will not conflict with, or result in any violation of, or default
under (with or without notice or lapse of time, or both), or give rise to a
right of termination, cancellation or acceleration of any material
obligation or loss of a material benefit under (i) any provision of the
Articles of Incorporation or Bylaws of Biomune or any of its subsidiaries,
as amended, or (ii) to Biomune's knowledge, any material mortgage,
indenture, lease, contract or other agreement or instrument permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Biomune or any of its
subsidiaries or their properties or assets. No consent approval, order or
authorization of or registration, declaration or filing with, any
governmental entity, is required by or with respect to Biomune or any of
its subsidiaries in connection with the execution and delivery of this
Agreement by Biomune or the consummation by Biomune of the transactions
contemplated hereby, except for (i) the filing of a Form 8-K with the
Securities and Exchange Commission ("SEC") and Nasdaq Stock Market within
15 days after the Closing Date, (ii) any filings as may be required under
applicable state securities laws and the securities laws of any foreign
country, (iii) the filing with the Nasdaq SmallCap Market of a Notification
Form of Listing of Additional Shares with respect to the Common Shares and
the shares of Biomune Common Stock issuable upon conversion of the
Preferred Shares, and (iv) such other consents, authorizations, filings,
approvals and registrations which, if not obtained or made, would not have
a material adverse effect on Biomune and would not prevent, materially
alter or delay any of the transactions contemplated by this Agreement.
6.3 SEC Documents; Financial Statements. Biomune has furnished or
otherwise made available to Rockwood a true and complete copy of each
statement, report, registration statement, definitive proxy statement, and
other filings filed with the SEC by Biomune since September 30, 1997
(collectively, the "Biomune SEC Documents"). All documents required to be
filed as exhibits to Biomune SEC Documents have been so filed, and all
material contracts so filed as exhibits are in full force and effect except
those which have expired in accordance with their terms, and neither
Biomune nor any of its subsidiaries is in default thereunder. As of their
respective filing dates, Biomune SEC Documents complied in all material
respects with the requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Securities Act and none of Biomune
SEC Documents contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make
the statements made therein, in light of the circumstances in which they
were made, not misleading, except to the extent corrected by a subsequently
filed Biomune SEC Document prior to the date hereof. The financial
statements of Biomune, including the notes thereto, included in Biomune SEC
Documents (the "Biomune Financial Statements"), complied as to form in all
material respects with applicable accounting requirements and with the
published rules and regulations of the SEC with respect thereto as of their
respective dates, and have been prepared in accordance with GAAP applied on
a basis consistent throughout the periods indicated and consistent with
each other (except as may be indicated in the notes thereto or, in the case
of unaudited statements included in Quarterly Reports on Form 10-Q, as
permitted by Form 10-Q of the SEC). Biomune Financial Statements fairly
present the consolidated financial condition and operating results of
Biomune and its subsidiaries at the dates and during the periods indicated
therein (subject, in the case of unaudited statements, to normal, recurring
year-end adjustments). There has been no material change in Biomune's
accounting policies except as described in the notes to Biomune Financial
Statement. Since September 30, 1997, no event has occurred that would have
required the filing of any report that otherwise would have been included
among the SEC Documents and for which an appropriate report was not filed.
6.4 Absence of Certain Changes. Since March 31, 1998 (the
"Biomune Balance Sheet Date"), except as described in Biomune SEC
Documents, Biomune has conducted its business in the ordinary course of
business consistent with past practice and there has not occurred: (i) any
change, event or condition (whether or not covered by insurance) that has
resulted in, or might reasonably be expected to result in, a material
adverse effect to Biomune; (ii) any acquisition, sale or transfer of any
material asset of Biomune or any of its subsidiaries other than in the
ordinary course of business and consistent with past practice; (iii) any
material change in accounting methods or practices (including any change in
depreciation or amortization policies or rates) by Biomune or any
revaluation by Biomune of any of its assets; (iv) any declaration, setting
aside, or payment of a dividend or other distribution with respect to the
shares of Biomune, or any direct or indirect redemption, purchase or other
acquisition by Biomune of any of its shares of capital stock; (v) any
material contract entered into by Biomune, other than in the ordinary
course of business and as provided to Rockwood or any material amendment or
termination of, or default under, any material contract to which Biomune is
a party or by which it is bound; (vi) any amendment or change to Biomune's
Articles of Incorporation or Bylaws; or (vii) any negotiation or agreement
by Biomune or any of its subsidiaries to do any of the things described in
the preceding clauses (i) through (vi) (other than negotiations with
Rockwood and its representatives regarding the transactions contemplated by
this Agreement).
6.5 Absence of Undisclosed Liabilities. Biomune has no material
obligations or liabilities of any nature (matured or unmatured, fixed or
contingent) other than (i) those set forth or adequately provided for in
the Balance Sheet included in Biomune's Quarterly Report on Form 10-Q for
the period ended March 31, 1998 (the "Biomune Balance Sheet"), (ii) those
incurred in the ordinary course of business and not required to be set
forth in Biomune Balance Sheet under GAAP, and (iii) those incurred in the
ordinary course of business since Biomune Balance Sheet Date and consistent
with past practice.
6.6 Taxes. Biomune has paid or caused to be paid all taxes
required to be paid by it through the date hereof and has filed or caused
to be filed all Tax Returns required to be filed by it through the date
hereof.
6.7 Compliance with Law. To Biomune's knowledge, Biomune is in
compliance in all material respects with all applicable laws, statutes,
orders, rules, regulations, policies or guidelines promulgated, or judg-
ments, decisions or orders entered by any governmental authority
(collectively, "Applicable Laws") relating to Biomune or its business or
properties.
6.9 Litigation. Except as described in Biomune SEC Documents or
otherwise to Rockwood, there is no private or governmental action, suit,
proceeding, claim, arbitration or investigation pending before any agency,
court or tribunal, foreign or domestic, or, to the knowledge of Biomune or
any of its subsidiaries, threatened against Biomune or any of its
subsidiaries or any of their respective properties or any of their
respective officers or directors (in their capacities as such) that,
individually or in the aggregate, could reasonably be expected to have a
material adverse effect on Biomune. There is no judgment, decree or order
against Biomune or any of its subsidiaries or, to the knowledge of Biomune
or any of its subsidiaries, any of their respective directors or officers
(in their capacities as such) that could prevent, enjoin, or materially
alter or delay any of the transactions contemplated by this Agreement, or
that could reasonably be expected to have a material adverse effect on
Biomune.
6.8 Governmental Authorization. Biomune and each of its
subsidiaries have obtained each federal, state, county, local or foreign
governmental consent, license, permit, grant, or other authorization of a
governmental entity (i) pursuant to which Biomune or any of its
subsidiaries currently operates or holds any interest in any of its
properties or (ii) that is required for the operation of Biomune's or any
of its subsidiaries' business or the holding of any such interest ((i) and
(ii) herein collectively called "Biomune Authorizations"), and all of such
Biomune Authorizations are in full force and effect, except where the
failure to obtain or have any of such Biomune Authorizations could not
reasonably be expected to have a Material Adverse Effect on Biomune.
6.9 Broker's and Finders' Fees. Biomune has not incurred, nor
will it incur, directly or indirectly, any liability for brokerage or
finders' fees or agents' commissions or investment bankers' fees or any
similar charges in connection with this Agreement or any transaction
contemplated hereby.
6.10 Potential Delisting by Nasdaq. Biomune has received
notification from the Nasdaq Stock Market that it will be delisted unless
it can satisfy the Market Qualifications Division of Nasdaq that it
continues to meet the maintenance requirements for continued listing. If
Biomune's Common Stock is delisted, the stock will continue to be traded on
the over-the-counter market. However, delisting from Nasdaq SmallCap Market
may result in a less active market for Biomune's securities and may
adversely affect the price at which such securities are traded.
6.11 Books of Account; Records. Biomune's general ledgers, stock
record books, minute books and other material records are, in all material
respects, complete and correct.
7. Survival of Representations and Warranties and Indemnification for their
Breach. All representations, warranties and covenants of the parties or some of
the parties hereto as set forth in this Agreement shall be true as of the time
of and, together with the agreements set forth herein, shall survive the Closing
date hereunder. The parties, jointly and severally, agree that any party who has
breached or breaches any representation warranty or covenant, shall protect,
indemnify and save harmless any other non-breaching party or parties from and
against any and all claims, demands, liabilities, demands, damages, or causes of
action of every kind and character resulting from any breach thereof by the
breaching party.
8. Commissions and Finder's Fees. Each of the parties represents and
warrants that the negotiations relating to this Agreement and the transactions
contemplated hereby will not give rise to any valid claims against any other
party for a brokerage commission, finder's fee, or other like payment.
9. Tax Matters. Each party or the pass-through entities or individuals
shall be responsible for income and/or franchise taxes and product liability
claims for occurrences prior to and up to the date of this Agreement. The tax
returns of Rockwood shall be prepared and filed and elections and allocations
made so as to give Xxxxxx the best possible advantage under the tax laws.
Similarly, it is anticipated that the terms of the purchase of the Rockwood
interest by Biomune hereunder will be treated by the parties in such a way as to
provide the best possible advantage under tax laws for the parties.
10. Notices. All notices, requests, and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered, or
mailed first class postage prepaid:
If to Cypress: Cypress Springs LLC
Xxx X. Xxxxxx, Manager
00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
with a copy to: Xxxxxxx & XxXxxxxx
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to Biomune: Biomune Systems, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, CEO
Facsimile No.: (000) 000-0000
with a copy to: Durham, Evans, Xxxxx & Xxxxxxx
00 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Such names and addresses may be changed by written notice thereof to all of the
parties hereto.
11. Entire Agreement and Amendments. This Agreement, including the exhibits
referred to herein which are a part hereof, contains the entire understanding of
the parties hereto with respect to the subject matter contained herein and may
be amended only by a written instrument executed by all affected parties. There
are no restrictions, promises, warranties, covenants or undertakings other than
those expressly set forth herein. The section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. All addendum agreements,
letter agreements, memoranda of understanding, and other agreements executed by
the parties in connection with this transaction prior to December 10, 1998 are
of no further force and effect and are superseded in their entirety by this
Agreement and such other agreements as may be entered into by the parties
subsequent to such date that incorporate this Agreement by reference or which
may attached to this Agreement and incorporated by reference herein.
12. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
13. Parties in Interest. This Agreement shall not be assignable by any
party, shall be binding upon each party and their respective successors and,
except as otherwise expressly provided, shall inure only to the benefit of the
parties signatory to this Agreement and any persons receiving any consideration
in this reorganization.
14. Costs. Except as otherwise provided herein or by separate agreement,
the parties shall each pay their own expenses and costs incurred in connection
with negotiating, preparing and consummating the transactions contemplated by
this Agreement, including but not limited to fees and expenses of their
attorneys and accountants.
15. Governing Law. This Agreement shall be construed, interpreted, governed
by and enforced in accordance with the laws of the state of California and the
parties hereto submit to personal jurisdiction of such courts and waive any
objections based on lack of personal jurisdiction, improper venue or forum non
conveniens to the conduct of any proceeding in any such court
16. Savings Clause. In the event that any term of this Agreement is deemed
by any court of competent jurisdiction to be overly broad in scope, duration or
area of applicability, the court considering the same shall have the power and
is hereby authorized and directed to limit such scope, duration or area of
applicability, or all of them, so that such term or provision is no longer
overly broad and to enforce the same as so limited. Subject to the foregoing
sentence, in the event any provision of this Agreement will be held to be
invalid or unenforceable for any reason, such invalidity or unenforceability
will attach only to such provision and will not affect or render invalid or
unenforceable any other provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
effective on the date first above written.
BIOMUNE SYSTEMS, INC.,
a Nevada corporation
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Its: President
CYPRESS SPRINGS LLC
By: /s/ Xxx X. Xxxxxx
---------------------------------
Its: Manager
/s/ Xxx X. Xxxxxx
------------------------------------
XXX X. XXXXXX
ACKNOWLEDGED AND AGREED:
ROCKWOOD COMPANIES LLC
a California limited liability company
By: /s/ Xxx X. Xxxxxx
---------------------------------
Its: Manager
