EXHIBIT 10.2.1 This memorandum will serve to amend and clarify the agreement between Access Health Alternatives, Inc. (the "Company"), and Donald Metchick, dated as of January 1, 1999 (the "Agreement"), as follows: 1. The Company's 1-for-10 reverse...

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                                 EXHIBIT 10.2.1




This memorandum will serve to amend and clarify the agreement between Access
Health Alternatives, Inc. (the "Company"), and Xxxxxx Xxxxxxxx, dated as of
January 1, 1999 (the "Agreement"), as follows:

1.       The Company's 1-for-10 reverse stock split declared March 1999 shall be
         given retroactive effect, such that the number of shares of the
         Company's common stock to be issued under the Agreement shall be
         100,000 post split shares, to be issued as of January 1, 1999; 100,000
         post split shares, to be issued on January 1, 2000; and 100,000 post
         split shares, to be issued on January 1, 2001, subject to all other
         terms and conditions set forth in the agreement; and

2.       The shares to be issued under the Agreement on January 1, 2000, and on
         January 1, 2001, respectively, shall not be issued in escrow, but,
         rather, shall remain authorized, reserved but unissued until the
         respective issuance dates.


This memorandum has been approved and accepted by Xxxxxx Xxxxxxxx and by the
Company as of October 1, 1999.

ACCESS HEALTH ALTERNATIVES, INC.


//s// Xxxxxx X. Xxxxxx, President



//s// Xxxxxx Xxxxxxxx