September 10, 2007
EXHIBIT
1
September
10, 2007
0000
Xxxxx 00xx Xxxxxx
Suite
400
Phoenix,
AZ 85018
Attention:
Xx. Xxxxxxx Xxxxx
Chief
Executive Officer
Dear
Xxxx:
This
letter will confirm the previous agreement between Nutracea and Vital Living,
Inc. (the “Company”) regarding certain amendments to
the Company’s Senior Secured Convertible Notes (the
“Notes”) held by NutraCea. The Notes were
convertible into shares of common stock of the Company (“Common
Stock”). We have agreed to eliminate the conversion
right of the Notes. As a result, the Notes shall no longer be
convertible into shares of Common Stock. In addition, the Company
agrees that from the date of this letter until thirty (30) days after the
date,
if any, on which NutraCea delivers a written notice to the Company, the Company
may not pay accrued interest under the Notes in shares of Common Stock, without
NutraCea’s prior written consent, provided, that the Company shall not be deemed
to be default under the Notes during such period by virtue of any failure
to
make any such interest payments; and the Notes shall be deemed amended
accordingly. The Notes shall remain in full force and effect as so
amended, and neither party waives any rights thereunder.
Would
you
please confirm your agreement by signing and returning a copy of this letter
to
me.
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Very
truly yours,
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VITAL
LIVING, INC.
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By:
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/s/ Xxxxxx X. Xxxxxx | ||
|
Xxxxxx
X. Xxxxxx, Chief Executive Officer
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| ACCEPTED AND APPROVED: | |||
| NUTRACEA | |||
| By: |
/s/
Xxxx Xxxxx
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