EXHIBIT 10(ii) ADDENDUM TO PURCHASE AGREEMENT
ADDENDUM TO REAL ESTATE PURCHASE AGREEMENT BY AND BETWEEN
OASIS INTERNATIONAL CORPORATION
AND SENIOR CARE INDUSTRIES, INC.
DATED NOVEMBER 1, 2001
The herein referenced Agreement is amended as follows:
The cash down payment shall be made post closing upon a minimum land loan being
available totaling $7,250,000 under terms and conditions suitable to Buyer.
The property value at closing shall be the fair market value of the property in
accordance with an appraisal obtained by Buyer.
The Property will be re-appraised a minimum of every 24 months as entitlements
are received. If required, additional stock (not to exceed a total of $40
Million) shall be issued to Seller based upon the property value as appraised
when the following events occur.
Valuation upon recordation of Tentative Map for the whole project Valuation upon
recordation of Final Map for the whole project Valuation upon completion of
infrastructure for the whole project
Sellers have the ability to significantly improve the asset value through the
achievement of certain milestones that the Company might otherwise have
difficulty. Buyer agrees to hire Sellers entitlement consultant and pay said
consultant in cash or cash equivalent not to exceed $26,000 per month for
services rendered in connection with the entitlements on the Property.
Upon closing, 1,500,000 shares of S-8 stock shall be issued to consultants of
Saw Tooth Builders Inc., and 1,500,000 shares of S-8 stock shall be issued to
consultants of Xxxxxxxx Holding Corporation, who shall be natural persons in
connection with their fee contracts for identifying and negotiating the sale
transaction as well as ongoing consulting and processing.
Debt Service on the current note on the Property shall continue to be paid on
the Property by Seller until Buyer obtains a land loan for the cash down
payment. If the cash down payment is not made within 24 months of close, a wrap
note in the amount of $7,250,000 shall be signed by Buyer wherein Buyer pays the
quarterly interest payment on the property at the current level of debt, not to
exceed $40,000 per quarter
Buyer to receive a credit toward purchase price of $45,295 pursuant to
expenditure by Buyer of $45,295 on the August, 2000 Oasis transaction.
Closing shall occur upon Buyer authorizing issuance of 600,000 shares of U.S.
West Homes Series "J" convertible preferred stock convertible 20 to 1 into
common, with title transferred subsequent to close.
Agreed to and Accepted this 15th day of November, 2001:
Senior Care Industries Inc.,
By: Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Title:President
Oasis International Corporation
By: Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Title: President
