Exhibit 99.01
WAIVER
Section 4.09 of the Agreement and Plan of Reorganization between Upland
Energy Corporation, Upland Merger Co. and LifeSmart Nutrition, Inc., as
amended (the "Agreement"), provides as follows:
4.09 Additional Financing. In addition to the financing described in
Section 4.01 of the Agreement, Arizona Capital Group, Inc. must raise the
following gross amounts of equity capital for LifeSmart pursuant to the terms
and conditions of the LifeSmart private placement memorandum dated January 25,
2002: (a) $220,000 on or before February 8, 2002; and (b) $750,000 before or
at the Closing of the business combination between Upland and LifeSmart which
is to occur on or before February 28, 2002 (unless extended by mutual written
agreement of LifeSmart and Upland).
LifeSmart Nutrition, Inc. hereby waives the conditions described in
Section 4.09 of the Agreement. By signing this Waiver, LifeSmart Nutrition,
Inc. does not waive any other condition of the closing described in any other
section of the Agreement.
DATED February __, 2002.
LIFESMART NUTRITION, INC.
By_______________________________
Its____________________________
AGRS\0853
