EXHIBIT 10.81 AGREEMENT made as of the 10th day of July, 1996, by and between Vitafort International Corporation, a Delaware corporation with its principal offices at 1800 Avenue of the Stars, Los Angeles, California 90067 ("VFRT") and Second Nature...

 
EXHIBIT 10.81

     AGREEMENT made as of the 10th day of July, 1996, by and between Vitafort 
International Corporation, a Delaware corporation with its principal offices at 
1800 Avenue of the Stars, Xxx Xxxxxxx, Xxxxxxxxxx 00000 ("VFRT") and Second 
Nature Technologies, Inc., a Delaware corporation with its principal offices at 
000 Xxxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxxxxx 00000 ("SNT").

     WHEREAS, VFRT and SNT are parties to an agreement, dated October 5, 1993 
(the "1993 Agreement"); and

     WHEREAS, VFRT and SNT desire to terminate the 1993 Agreement subject to the
terms and conditions hereof;

     NOW THEREFORE, it is agreed as follows:
     
     1.  Subject to the terms and conditions hereof, the 1993 Agreement is 
terminated in all respects and the parties shall have no further claims or 
rights thereunder.

     2.  The parties each agree that, except as expressly provided herein, they 
shall each have no further obligations to the other party with respect to the 
1993 Agreement.

     3.  SNT shall, promptly upon the execution of this Agreement, deliver to 
VFRT all information under its control relating to the Vitafort Technology 
and/or the Vitafort Projects (as defined in the 1993 Agreement).

     4.  SNT shall make Xxxxx Xxxxxxxx available to VFRT, or its 
representatives, on a reasonable basis to advise VFRT or its representative with
respect to the status of the Vitafort Technology and the Vitafort Projects. VFRT
acknowledges that it has been advised that Xxxxxxxx is employed on a full time 
basis as the Chief Executive Officer of SNT and has a fiduciary obligation to 
fulfill his duties thereunder. Accordingly, such advice may be given by 
telephone or by written report. Xxxxxxxx agrees to make himself available to 
give such advice as is required under this paragraph.

     5.  This Agreement shall be governed by the laws of the State of California
as they are applied to contracts to be performed entirely within such state.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day 
and year first above written.

                             Vitafort International Corporation
                             By: /s/ Xxxxxxx Xxxxxxxx
                                 --------------------------------
                                     Xxxxxxx Xxxxxxxx, Chairman of the Board

                             Second Nature Technologies, Inc.
                             By: /s/ Xxxxx Xxxxxxxx
                                 --------------------------------
                                     Xxxxx Xxxxxxxx, CEO
                                     (And individually as to paragraph 4)