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ADDENDUM TO ASSET PURCHASE AGREEMENT
This Addendum to Asset Purchase Agreement is made the 1st day of
JANUARY, 2004.
BETWEEN:
MIND YOUR OWN SKIN PRODUCTS INC. a Company
incorporated pursuant to the laws of the
Province of British Columbia being a wholly
owned subsidiary of AVVAA WORLD HEALTH CARE
PRODUCTS INC. a Company incorporated
pursuant to the laws of the State of Nevada
and each having an office address located at
3018 Xxxxxxxxx Road, Falkland, in the
Province of British Columbia, Canada V0E 1W0
(hereinafter the "Purchaser")
OF THE FIRST PART
AND:
594360 B.C. LTD.
carrying on business under the firm name and
style of "Mystic Mountain Body and Spa
Products" a Company incorporated pursuant to
the laws of the Province of British Columbia
and having its registered office located at
0000 Xxxxxx Xxxxx, Xxxxxxxxxx, in the
Xxxxxxxx xx Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter the "Vendor")
OF THE SECOND PART
AND: XXXXXX XXXXX XXXXXXXX, Businessman, of
0000 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0.
(hereinafter called the "Vendor's Covenantor")
OF THE THIRD PART
WHEREAS the parties entered into that certain Asset Purchase Agreement
dated October 15, 2003 (hereinafter the "Asset Purchase Agreement") wherein the
Purchaser agreed to purchase and the Vendor agreed to sell subject to certain
exceptions enumerated in the Asset Purchase Agreement, all the property, assets
and undertaking of the Vendor's Business as defined in the Asset Purchase
Agreement, as a going concern, on the terms and subject to the conditions
therein provided;
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AND WHEREAS the parties have agreed to amend certain provisions of the Asset
Purchase Agreement by this Addendum to the Asset Purchase Agreement;
NOW, THEREFORE, in consideration of the Asset Purchase Agreement, the premises
and the mutual covenants and conditions hereinafter set forth and other good and
valuable consideration, the parties do hereby mutually agree as follows:
1. All defined terms described in the Asset Purchase Agreement dated
October 15, 2003 shall have the same meaning in this Addendum to the Asset
Purchase Agreement.
2. Paragraph 2 of the Asset Purchase shall be and is hereby deleted and
the following paragraph substituted therefor:
2. PURCHASE PRICE AND ALLOCATION
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Subject to adjustment as provided in section 4 and 16, the
purchase price (the "Asset Purchase Price") payable by the Purchaser
to the Vendor for the Assets shall be ONE HUNDRED THOUSAND
($100,000.00) DOLLARS and shall be allocated as follows:
(a) to the Equipment and Furnishings, the sum of $21,800.00;
(b) to the Inventories the sum of $78,199.00 subject to adjustment
pursuant to Section 4;
(c) to the Intangible Property, the Material Contracts, Goodwill and
any other of the Assets purchased hereunder, the sum of $1.00.
3. Paragraph 3 of the Asset Purchase shall be and is hereby deleted and
the following paragraph substituted therefor:
3. PAYMENT OF THE PURCHASE PRICE
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3.01 The Purchase Price shall be paid and satisfied, subject to
adjustment pursuant to section 4 and 16, by payment of the sum of
FIFTEEN THOUSAND ($15,000.00) DOLLARS, without interest, on or before
the 31st day of January, 2004 and payment of the balance of the
Purchase Price of EIGHTY FIVE THOUSAND ($85,000.00) DOLLARS, without
interest, on or before the 15th day of March, 2004. As security for
payment therefore the Purchaser shall issue to the Vendor, on Closing,
a promissory note for the said sum of $15,000.00 due January 31, 2004
and a promissory note for the said sum of $85,000.00 due March 15,
2004.
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4. Paragraph 12.04 of the Asset Purchase shall be and is hereby deleted
and the following paragraph substituted therefor:
12.04 Transactions of the Purchaser on Closing At the Closing the Purchaser
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shall deliver or cause to be delivered:
(a) a promissory note for the sum of $15,000.00, without interest, due
January 31, 2004 and a promissory note for the sum of $85,000.00,
without interest, due March 15, 2004. The balance payable under the
Promissory Notes shall be subject to adjustment pursuant to section 4
and 16 of the Asset Purchase Agreement.
4. All other terms and conditions set out in the Asset Purchase Agreement
shall remain the same.
IN WITNESS WHEREOF the parties hereto have executed this Addendum to the Asset
Purchase Agreement as of the day and year first above written.
MIND YOUR OWN SKIN PRODUCTS INC. )
by its authorized signatories: )
/s/ Xxxx Xxxxxxx Xxxxxx )
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XXXX XXXXXXX XXXXXX )
/s/ Xxxxxxx Xxxxxx )
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XXXXXXX XXXXXX
594360 B.C. LTD. )
by its authorized signatory: )
)
/s/ Xxxxxx Xxxxx Xxxxxxxx )
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XXXXXX XXXXX XXXXXXXX )
SIGNED, SEALED AND DELIVERED by` )
XXXXXX XXXXX XXXXXXXX in the presence of: )
)
------------------------------------- )/s/ Xxxxxx Xxxxx Xxxxxxxx
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) XXXXXX XXXXX XXXXXXXX
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)
