ADDENDUM AND MODIFICATION OF PURCHASE AGREEMENT
This agreement ("Addendum") is adopted as a modification and amendment to that
certain Purchase Agreement ("Purchase Agreement") executed as of May 27, 1998 by
and between CYPRESS SPRINGS LLC, a California limited liability company
("Cypress") managed by Ira E. Ritter, an individual residing in California
("Ritter"), and BIOMUNE SYSTEMS, INC., a Nevada corporation ("Biomune").
A. The parties desire and intend by this writing to modify and amend
the Purchase Agreement as provided in paragraph 14 of the Purchase Agreement.
B. The parties mutually agree that the modification of the Purchase
Agreement is in the best interests of all parties to the Purchase Agreement.
The Parties, intending to be legally bound, agree as follows:
1. Effect of Modification Agreement. This Agreement modifies the
Purchase Agreement and agreements incorportated therein by reference only to the
extent expressly stated herein. All remaining terms and conditions of the
Purchase Agreement which do not conflict with the terms as modified by this
Agreement will continue in full force and effect. As used in this Addendum,
"Purchase Agreement" shall include those incorporated documents.
2. Changes to Agreement. The following shall apply to the Purchase
Agreement:
A. The down payment to be credited against the Purchase
Price shall be $360,000, comprising the $360,000 credit for
amounts paid or advanced under the 1997 purchase transaction.
B. Ritter will receive up to 3,750,000 shares of convertible
preferred stock of Biomune within two years from the date of the
Purchase Agreement upon generation of profits at Rockwwod of
$750,000; provided, however that if Rockwood has profits during
such period in an amount that is less than $750,000, then Ritter
will receive a portion of such shares determined by dividing the
actual profits by $750,000 and multiplying 3,750,000 by such
percentage.
C. The right of rescission granted Cypress under Section 2.e
of the Purchase Agreement shall be exercisable by Cypress in the
event that Biomune fails to extend credit to Cypress as the
parties may from time to time agree, with the following
consequences for such breach:(i) the down payment of $360,000
will be retained; (ii) the first 500,000 shares of preferred
stock delivered as part of the purchase price under 2.B (i),
above, will be retained; (iii) the note, if any, evidencing prior
loans to Cypress by Biomune will be canceled and Cypress will be
under no further obligation under such instrument; (iv) the
transfer of the 52% interest to Biomune will be canceled; and (v)
amounts, if any, outstanding on the Line of Credit referred to in
the Purchase Agreement will be converted to equity in Rockwood
equal to a 20% ownership interest.
3. Remaining Terms. Except to the extent modified by this Addendum,
the remaining terms and conditions of the Purchase Agreemenht are expressly
accepted and will continue in full force and effect and hereby incorporated in
and made a part of this Agrreement by this reference.
IN WITNESS WHEREOF, the parties have executed and delivered this as of
August 18, 1998.
BIOMUNE SYSTEMS, INC.
a Nevada corporation
/s/ Michael G. Acton
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By: Michael G. Acton
Chief Executive Officer
CYPRESS SPRINGS LLC
/s/ Ira E. Ritter
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By: Ira E. Ritter
President
Acknowledged and agreed:
ROCKWOOD COMPANIES LLC
a California limited
liability company
/s/ Ira E. Ritter
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By: Ira E. Ritter
President