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
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Xxxxxxx Xxxxxxxx, Chairman of the Board
Second Nature Technologies, Inc.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, CEO
(And individually as to paragraph 4)
