EXHIBIT 10.11
ADDENDUM TO THE DISTRIBUTION AND LICENSE AGREEMENT EXECUTED BETWEEN THE PARTIES
ON JUNE 30TH, 2002 AT 3 P.M., P.D.T.
BETWEEN: NUTRI-DIEM INC., a company duly incorporated under the laws of the
Quebec companies Act, part 1A, having its registered office and
principal place of business at 1421, Nobel street, in the City of
Sainte- Julie, Province of Quebec, J3E 1Z4 herein acting and
represented by Michel Grise, its President and Louise Desmarais its
secretary duly authorized for purposes hereof, as they so declare.
(hereinafter referred to as the "Licensor")
AND: ESSENTIALLY YOURS INDUSTRIES, INC. a company duly incorporated under
the laws of the State of Nevada, having its registered office and
principal place of business at 3960 Howard Hughes Parkway, suite
200, in the City of Las Vegas, Nevada, 89145, herein acting and
represented by Jay Sargeant, its President and Barry La Rose, its
Secretary duly authorized for purposes hereof, as they so declare.
(hereinafter referred to as the "Licensee")
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RECITALS
WHEREAS the Parties have executed a Distribution and License Agreement on June
30th, 2002 (the "Agreement").
WHEREAS subsection 8.1.6 of the Agreement provides that a financing of at least
three million dollars ($3,000,000) be obtained by the Licensee before December
31st, 2002.
WHEREAS the financing cannot be obtained within the time provided for in
subsection 8.1.6 of the Agreement and that the Licensee has requested from the
Licensor that such delay be extended until June 30th, 2002.
WHEREAS the Licensor is ready to agree to such extension for a limited period of
time;
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NOW THEREFORE IN CONSIDERATION OF THE SUM OF ONE ($1.00) USD, THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
1. DELAY FOR THE FINANCING:
The Licensor hereby agrees to extend the time period provided for in
subsection 8.1.6 of the Agreement for the Licensee to obtain financing of at
least three million dollars ($3,000,000) from December 31, 2002 to June 30,
2003.
2. OTHER PROVISIONS
The other provisions of the Agreement remain unchanged and shall continue to
apply between he parties. Without limiting the generality of the foregoing,
the provisions of the present Agreement shall not in any way be interpreted
in a manner to affect the obligations of the Licensee provided for in Section
5 of the Agreement.
3. DEFINITIONS
The definitions used in the Agreement shall have the same meaning in the
present Addendum.
THE PARTIES HERETO HAVE EXECUTED THIS ADDENDUM AS OF NOVEMBER 7, 2002.
NUTRI-DIEM INC. ESSENTIALLY YOURS INDUSTRIES, INC.
X /s/ MICHEL GRISE X /s/ JAY SARGEANT
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Per: Michel Grise, President Per: Jay Sargeant
X /s/ LOUISE DESMARAIS X /s/ BARRY LAROSE
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Per: Louise Desmarais, Secretary Per: Barry LaRose, Secretary
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