EXHIBIT 10.26(a)
NUTRITION FOR LIFE INTERNATIONAL, INC.
9101 Jameel
Xxxxxxx, Xxxxx 00000
January 10, 2000
Via Facsimile (000)000-0000
AND U.S. Mail
Xxxxxx X. Xxxxx
c/o Bactolac Pharmaceutical Inc.
00 Xxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
The purpose of this letter is to confirm our understandings regarding the
Earnout Agreement which was entered into on November 17, 1999 between you and
Nutrition For Life International, Inc. ("NFLI"). It is provided in the Earnout
Agreement that if certain operating results of Bactolac Pharmaceutical Inc.
("BPI") are achieved, you will be entitled to receive additional shares of
NFLI's stock.
As you know, when we entered into the Earnout Agreement, NFLI contemplated the
acquisition of Ash Corp. through a wholly-owned subsidiary other than BPI. We
subsequently determined to merge Ash Corp. into BPI. However, it was not the
intent of NFLI or you to have the operating results of Ash Corp. (whose
operations are currently being conducted as a division of BPI), included in the
operating results of BPI for purposes of determining whether you would be
entitled to an earnout payment.
Accordingly, this will confirm our understandings that for purposes of
calculating "Pre-Tax Income" of BPI as that term is defined in the Earnout
Agreement, the operations of the Ash division will not be included in
determining the results of operations of BPI. If this correctly sets forth our
understandings, please so indicate by signing in the place designated below and
returning one signed copy of this letter to me. Except as set forth in this
letter, the Earnout Agreement shall be unamended and unaffected and remains in
full force and effect.
Very truly yours, AGREED:
---------------------------------
Xxxxxxx Xxxxx Xxxxxx X. Xxxxx
Chairman of the Board of Directors
cc: Xxxxxx X. Xxxxxxx, Esq.
Via facsimile (000) 000-0000
Xxxxxxx X. Xxxxxx, Esq.
Via facsimile (000) 000-0000
