ADDENDUM TO CONVERTIBLE DEBENTURE AND
WARRANT TO PURCHASE COMMON STOCK
This Addendum to Convertible Debenture and Warrant to Purchase Common Stock
("Addendum") is entered into as of the 16th day of August 2004 by and between
Radix Marine, Inc., a Nevada corporation ("Radix"), and La Jolla Cove Investors,
Inc., a California corporation ("LJCI").
WHEREAS, Radix and LJCI are parties to that certain 7 3/4 % Convertible
Debenture dated as of March 17, 2004 ("Debenture"); and
WHEREAS, Radix and LJCI are parties to that certain Warrant to Purchase Common
Stock dated as of March 17, 2004 ("Warrant"); and
WHEREAS, the parties desire to amend the Debenture and Warrant in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Radix and LJCI agree as follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture.
2. Immediately upon execution of this Addendum by both parties, LJCI shall
wire: (a) $80,000 to Radix, and (b) $10,000 to the firm of Sichenzia Xxxx
Xxxxxxxx Xxxxxxxx, LLP ("Sichenzia"), on behalf of Radix, for legal fees
to file a registration statement for additional Common Shares for the LJCI
Debenture and Warrant. Upon filing of the registration statement, LJCI
shall wire an additional $50,000 to Radix. LJCI shall wire an additional
$10,000 to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx, LLP, on behalf of Radix, for
legal fees to file the additional registration statement, according to the
terms of the retainer agreement between Sichenzia and Radix. All of such
funds shall represent a prepayment towards the future exercise of Warrant
Shares under the Warrant. The timing of the application of the prepaid
funds shall be at LJCI's sole discretion.
3. For all Common Shares obtained under registration statements filed after
the date hereof, the percentage Conversion Price set forth in section
3.1(a) of the Debenture shall be decreased by 10 percentage points.
IN WINESS WHEREOF, Radix and LJCI have caused this Addendum to be signed by its
duly authorized officers on the date first set forth above.
Radix Marine, Inc. La Jolla Cove Investors, Inc.
By: ___________________________ By: __________________________
Name: _________________________ Name: ________________________
Title: ________________________ Title: _______________________
The undersigned personally guarantee repayment of the above $150,000 to LJCI,
until it has been fully applied towards the payment for Warrant Shares.
____________________________________ ______________________________
Xxxxx Xxxxxx Xxxxx Xxxxxxx
