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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 Grisé, its President 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 500, in the City of Las Vegas, Nevada, 89145, herein acting
  and represented by Jay Sargeant, its President 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 5.2 of the Agreement provides the requirements,
  of the Licensee, to purchase a minimum amount of product each year, from the
  Licensor, during the term of the Agreement.

WHEREAS the set requirements cannot be obtained within the
  time provided, the Licensee has requested a change in the set requirements for
  each year.

WHEREAS the Licensor has agreed to change the set requirements
  as set out in subsection 5.2;

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NOW THEREFORE IN CONSIDERATION OF THE SUM OF ONE ($1.00) DOLLAR,
  THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED. THE PARTIES AGREE
  AS FOLLOWS:

|1. | LOWERING OF PURCHASING
        THERSHOLD:
      The Licensor hereby agrees that the requirements of
        5.2 should be changed as set out below:                                                                                                                                                                                                                                           
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|2. | OTHER PROVISIONS
      The other provisions of the Agreement remain unchanged
        and shall continue to apply between the 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 APRIL 30, 2004.

| | NUTRI-DIEM INC.  |  | ESSENTIALLY YOURS INDUSTRIES, INC.
| | ---------------- |  | ----------------------------------
| |                  |  |                                   
| | /s/ Michel Grisé |  | /s/ Jay Sargeant                  
| |                  |  |                                   
| |                  |  |                                   
| | Michel Grisé     |  | Jay Sargeant                      
| | President        |  | President                         

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