EXHIBIT 10.1
NUWAY MEDICAL, INC.
LETTER AGREEMENT
December 9, 2004
Parties: Xxxxxxxxx XX, LLC.(Xxxxxxxxx") and NuWay Medical, Inc. ("NuWay")
Re: DEFENSE OF LAWSUITS - TERMS OF AGREEMENT
Dear Gentlemen,
This letter is to confirm our agreement and understanding between Xxxxxxxxx XX,
LLC and NuWay Medical, Inc. regarding a joint business relationship regarding
NuWay's affirmative defense of two lawsuits currently outstanding against NuWay
Medical, Inc. This letter outlines the general terms of agreement, and as needed
the parties shall cooperate fully in any further documentation reasonably
requested by either parties legal counsel to further document or clarify this
letter agreement as appropriate, within the basic guidelines called for in this
Letter Agreement, including but not limited to any additional related party
litigation as may be deemed appropriate by Augustine and NuWay.
CASES:
Xxxxx v. NuWay Medical, Inc., 01 14272 CA 30, 11th Judicial Circuit, Miami-Dade
County, Florida
Flight Options, Inc. v NuWay Medical, Inc., 04 CC 04503, Orange County,
California
BASIC AGREEMENT TERMS:
1. NuWay will assume, at all times throughout the case, 100% of any and
all liability associated with the outcome of the aforementioned two
cases, and nothing in this or any other document shall serve to
obligate Augustine Group for any judgments or settlements assessed
against or paid by NuWay Medical, Inc. in either of the cases.
2. Augustine control the defense and pay for all legal fees and costs
associated with the legal representation of NuWay in the above cases
as of the date of this agreement, including but not limited to
depositions, experts, appeals, and court costs, save for time
associated with the activities reasonably and necessary performed by
Xxxx Xxxxxxxx at Xxxxxxxxx'x direction, as local counsel in the
Flight Options Case. Augustine reserves the right to withdraw from
funding the defense at its own discretion with respect to either or
both of the aforementioned two cases. If Augustine withdraws funding
of the defense of either or both cases, Augustine will thereupon
give up its rights of potential recovery under sections 3 (b) and
(c) of this letter agreement as to that case or cases where it
withdraws, but Augustine does not give up its rights to receive
reimbursement of defense costs and fees as set forth in Section
3(a), below.
3. In exchange for the Augustine Group's financial support of these
cases, NuWay shall agree to allocate any proceeds realized from the
cases (whether by judgments or by settlement, as the case may be),
as follows:
a. From proceeds, first money shall be used to re-pay Augustine
for all legal and out of pocket expenses of and related to the
lawsuits.
b. As to any additional money available from recovery from the
lawsuits after satisfaction under 3(a), up to an amount equal
to $500,000 in total recovery, 85% shall be paid to Augustine,
15% shall be paid to NuWay.
c. As to money available from recovery from the lawsuits over
$500,000, then the amount shall be split 50% to Augustine and
50% to NuWay.
d. Decisions in the above cases related to amounts to be paid as
contemplated under paragraphs 3(a)-(c) above, shall ultimately
be approved and consented to by Augustine, even if withdrawal
has occurred.
Confirmation of Agreement:
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President, NuWay Medical, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxxxxx XX, LLC
