EXHIBIT 10.23
This agreement is reached this 19th day of August, 1998 between Nutrition For
Life International ("NFLI") and Xxxxx Xxxxxxx and K.T. Corp (collectively "KT").
For and in exchange for the mutual agreements of the parties set forth herein,
It is Agreed:
1. The parties acknowledge and agree to waive any conflict of interest arising
out of the involvement of Xxxxx Xxxxxxxx and the law firm of Jenner & Block in
facilitating and drafting this agreement.
2. NFLI and KT agree to mutually release each other from all claims up to the
date of this agreement and covenant not to xxx each other for any conduct up to
the present date.
3. KT agrees that NFLI has terminated the distributorship of KT Corp. and the
October 1997 Agreement between KT and NFLI and has severed all business and
legal relations between them and KT agrees not to contest or challenge the same.
4. The parties agree that the public announcement to be made about this
agreement is attached hereto as Exhibit A and that neither will make public
comments that are misleading and KT will cooperate with NFLI in confirming that
this separation is consistent with the attached public announcement.
5. KT agrees that he will transfer any equity in Premier Publishing to Xxxxx
Xxxx.
6. NFLI agrees that it will buy back from KT his approximately 80,000 shares of
NFLI stock at the price of $5.50 per share and his approximately 40,000 warrants
at the price of $1.75 per share, said purchase to be consummated within 30 days.
7. KT agrees to honor the 9 month non-compete provisions of his October 1997
agreement.
8. KT agrees not to use any confidential information provided by NFLI to him or
Distributor Services, including but not limited to distributor lists, for any
purpose.
9. The parties agree to cooperate in implementing this agreement and to execute
any other documents which are reasonably necessary to implement this agreement.
10. This agreement can be executed in counterparts.
Agreed: Agreed:
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Xxxxx Xxxxxxx and K.T. Corp by Nutrition For Life International, Inc. by
Xxxxx Xxxxxxx its Chief Executive Officer
