Exhibit 1
AMENDED EXCHANGE AGREEMENT
THIS AMENDED EXCHANGE AGREEMENT is dated as of January 29, 1999 and is
entered into by and between Miller Diversified Corporation, a Nevada corporation
("Miller"), and Miller Feed Lots, Inc. ('MFL").
WHEREAS, the parties hereto have determined that it is desirable to amend
that certain Exchange Agreement dated as of June 20, 1998 between the parties
hereto (the "Exchange Agreement").
THEREFORE IN CONSIDERATION of the mutual promises and agreements contained
herein, the parties hereby amend the Exchange Agreement as follows:
1. The Recital to the Exchange Agreement is amended to read as follows:
The Boards of Directors of Miller and MFL have adopted resolutions
approving the exchange pursuant to Section 78.450 of the Nevada
General Corporation Act (the "Exchange") of the issued and outstanding
capital stock of MFL, consisting solely of 1,000 shares of common
stock, for 7,000,000 shares of Miller common stock in accordance with
this Agreement and the Plan of Exchange (the "Plan") in the form of
Exhibit "A" attached hereto and by this reference made a part hereof.
2. Article II, Section 2.3 is amended as follows:
Subsections (C) and (d) are to have inserted the date November 30,
1998 wherever the date of February 28, 1998 had previously appeared.
3. Article V, Section 5.4(b) is hereby amended to read as follows:
(b) Lapse of Time. By the Board of Directors of Miller or MFL if the
Effective Time of the Exchange has not occurred on or prior to
August 31, 1999.
4. Article VII, Section 7.2 is amended as follows:
7.2 Closing. The Closing of the Exchange contemplated by this
Agreement shall take place at the offices of Miller at such time as
may be convenient to all the parties but in no event later that August
31, 1999. At the Closing MFL shall deliver share certificates in
amounts representing all of the issued and outstanding common shares
of MFL to Miller and Miller shall deliver 7,000,000 of its common
shares to James E. Miller and Norman M Dean or to their assigns as
Miller is directed at Closing.
5. Section B (I) of the Plan of Exchange of Miller Diversified
Corporation and Miller Feed Lots, Inc. attached to the Exchange
Agreement and made a part thereof is amended to read as follows:
(i) Each outstanding share of MFL stock shall by operation of law be
exchanged for 7,000 shares of previously unissued common stock of
Miller.
6. As amended above, the Exchange Agreement shall remain in full force
and effect.
Dated and Signed as of the Date First Above Written:
Miller Diversified Corporation
By:
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Norman M. Dean
And By:
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James E. Miller
Miller Feed Lots, Inc.
By:
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James E. Miller
And By:
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Norman M. Dean
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