EXHIBIT 10.68 This Agreement between AMBI INC., a New York corporation ("Company"), and FREDRIC D. PRICE ("Price") is hereby entered into as of September 29, 2000. In consideration of the mutual promises, terms, covenants and conditions set forth...

EXHIBIT 10.68

         This Agreement  between AMBI INC., a New York corporation  ("Company"),
and XXXXXXX X. XXXXX ("Price") is hereby entered into as of September 29, 2000.

         In  consideration  of  the  mutual  promises,   terms,   covenants  and
conditions set forth herein, it is hereby agreed as follows:

1.       Resignation, Etc.

         (a)      Price hereby resigns as an officer, director, manager and
                  employee of the Company and its XxxxxxxxxX.xxx, Inc. and other
                  direct and indirect corporate, partnership and LLC
                  subsidiaries.

         (b)      Except for an Invention and Secrecy Agreement dated August 30,
                  1994, the options referred to below and except for the right
                  of Price to be indemnified by the Company under the Company's
                  certificate of incorporation and by laws and under the
                  Company's directors and officers insurance policies, all
                  employment and other agreements and commitments between the
                  Company and Price are hereby terminated. The terminated
                  agreements and commitments, include, without limitation, the
                  letter agreement effective April 1, 1998 between the Company
                  and Price and any agreements or commitments in the form of
                  Board resolutions.

2.       Consultancy.

         (a)      The Company hereby retains Price who agrees to be available as
                  a consultant on matters relating to XxxxxxxxxX.xxx from time
                  to time , consistent with Price's expertise and his personal
                  and other business commitments. Price may perform his services
                  by phone or in person.

         (b)      Term of Consultancy.

The  consultancy  shall  commence on the date hereof and shall  terminate on the
earlier of June 30, 2004 or the date on which there shall be a change in control
of the Company.

         (i)      A "change in control" shall be deemed to occur:

                  (A)      when any "person" is or becomes a "beneficial owner"
                           (as defined in Rule 13d-3 under the Securities
                           Exchange Act of 1934 (the "Act")) directly or
                           indirectly, of securities of the Company representing
                           30% or more of the total voting power represented by
                           then outstanding voting securities of the Company, or
                           has the power (whether as a result of stock
                           ownership, revocable or

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                           irrevocable proxies, contract or otherwise) or
                           ability to elect or cause the election of directors
                           consisting at the time of such election of a majority
                           of the Board; or

                  (B)      upon the sale of all or substantially all of the
                           Company's assets, or any merger or other business
                           combination other than any merger or business
                           combination which would result in the voting
                           securities of the Company outstanding immediately
                           prior thereto continuing to represent (either by
                           remaining outstanding or by being converted into
                           voting securities of the surviving entity) at least
                           30% of the total voting power represented by the
                           voting securities of the Company or such surviving
                           entity outstanding immediately after such merger or
                           business combination.

         (c)      In full compensation for his availability as a consultant:

                  (i)      The Company shall during the term of the consultancy
                           pay to Price a fee of $206,250 for the period from
                           October 1, 2000 through June 30, 2001, and a fee at
                           the annual rate of $100,000 thereafter. Such fees
                           shall be payable in bi-weekly installments, except
                           that on the occurrence of a change of control, the
                           Company shall pay to Price in a lump sum, without
                           discount, the fees that would have been paid to him
                           thereafter through June 30, 2004 had the term of the
                           consultancy continued to that date. To the extent
                           permissible by law, there shall be no withholding
                           deductions. In the event of Price's death,
                           disability, or incapacity, such fees shall be paid to
                           Price or his personal representative, as the case may
                           be, for the duration of the above term.

                  (ii)     The Company shall during the term of the consultancy
                           afford to Price all employee benefits which were
                           afforded to him prior to the date hereof. Such
                           benefits shall in all events terminate if and when
                           Price obtains full time employment with a third
                           party.

                  (iii)    The Company hereby vests Price in all options the
                           Company has granted to him. Any option that would
                           have expired prior to June 30, 2004 is extended until
                           June 30, 2004. Notwithstanding any contrary provision
                           in the options, he or his personal representative may
                           exercise such options throughout the term of this
                           consultancy.

                  (iv)     The Company hereby forgives that portion of a $59,500
                           loan to Price which the Company has not forgiven
                           heretofore.

3.       No Other Compensation. Except as set forth in this Agreement and
except for (i) vacation pay earned but not taken and (b) expenses incurred as
requested by the Company or any of its subsidiaries, Price is entitled to no
compensation or benefits from the Company for any matter or thing, whether for
severance or otherwise.

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4.       Confidentiality and Non-Compete Agreements.

         (a)      The term "confidential information" includes, but is not
                  limited to:

                  (i)      the name of any company or business all or any
                           substantial part of which is or at any time was a
                           candidate for potential acquisition by the Company,
                           together with all analyses and other information
                           which the Company has generated, compiled or
                           otherwise obtained with respect to such candidate,
                           business or potential acquisition, or with respect to
                           the potential effect of such acquisition on the
                           Company's business, assets, financial results or
                           prospects;

                  (ii)     proprietary business, pricing and management methods;

                  (iii)    proprietary finances, strategies, systems, research,
                           surveys, plans, reports, recommendations and
                           conclusions;

                  (iv)     arrangements with, or other information relating to,
                           the Company's customers, suppliers, representatives
                           and other persons who have business relationships
                           with the Company; and

                  (v)      Proprietary technical information, work products and
                           know-how, including software and programming.

         (b)      Confidential information does not include any information
                  which is known or available from any third party without
                  breach of any obligation to the Company, or which is or
                  becomes available to the public without breach by Price of any
                  obligation to the Company.

         (c)      Until June 30, 2004:

                  (i)      Price will not disclose any confidential information
                           to any person or entity, whether prepared by him or
                           others.

                  (ii)     Price will not directly or indirectly use any
                           confidential information other than as directed by
                           the Company.

         (d)      During the period beginning on the date hereof and ending on
                  the later of June 30, 2004 or the second anniversary of the
                  date of termination of the consultancy, Price will not
                  anywhere directly or indirectly (whether as an owner, partner,
                  employee, consultant, broker, contractor or otherwise, and
                  whether personally or through other persons, provided that
                  ownership of neither (i) shares of NutritionU nor (ii) less
                  than 3% of the stock of a company other than NutritionU does
                  not constitute "ownership" for the purposes of this Section):

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                  engage in any aspect of the business of offering nutrition
                  education services over the Internet;

                  (i)      retain or employ any person or entity who on the date
                           of this Agreement is an employee of the Company or
                           any of its subsidiaries (except to the extent that
                           such person or entity is fired or laid off by the
                           Company at a subsequent time); or

                  (ii)     solicit or encourage any person to leave the employ
                           of the Company or any of its subsidiaries.

         (e)      Price understands that the provisions of this Section have
                  been carefully designed to restrict his activities to the
                  minimum extent which is consistent with the Company's
                  requirements. Price has carefully considered these
                  restrictions, and Price confirms that they will not unduly
                  restrict his ability to obtain a livelihood.

         (f)      Since monetary damages will be inadequate and the Company will
                  be irreparably damaged if the provisions of this Section are
                  not specifically enforced, the Company shall be entitled,
                  among other remedies to seek an injunction restraining any
                  violation of this Section (without any bond or other security
                  being required) by Price and by any person or entity to whom
                  Price provides or proposes to provide any services in
                  violation of this Section.

         (g)      If any provision contained in this Section is determined to be
                  void, illegal or unenforceable, in whole or in part, then the
                  other provisions contained herein shall remain in full force
                  and effect as if the provision which was determined to be
                  void, illegal, or unenforceable had not been contained herein.

         (h)      The courts enforcing this Section shall be entitled to modify
                  the duration and scope of any restriction contained herein to
                  the extent such restriction would otherwise be unenforceable,
                  and such restriction as modified shall be enforced.

5.       Return of Materials.

         (a)      Price will promptly on request deliver to the Company all
                  files, papers, recordings and other documents (whether in
                  note, memo or other document form or on video, audio or
                  computer tapes or discs or otherwise) that are then in his
                  possession, custody or control, whether prepared by him or
                  others, and which relate in any

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                  way to the Company or any of its subsidiaries (except to the
                  extent that such files, papers, recordings and other documents
                  are necessary for Price to possess as a shareholder of
                  NutritionU).

         (b)      Price acknowledges that all files, papers, recordings and
                  other documents (whether in note, memo or other document form
                  or on video, audio or computer tapes or discs or otherwise)
                  that at any time come into Price's possession, custody or
                  control, whether prepared by him or others, and which relate
                  to the Company or any of its subsidiaries (except to the
                  extent that such files, papers, recordings and other documents
                  are necessary for Price to possess as a shareholder of
                  NutritionU), is and shall at all times be and remain, the
                  property of the Company.

6.       Cooperation in Proceedings; No Derogation.

         (a)      Price will for no compensation (other than the payment of his
                  out of pocket expenses) cooperate fully and at reasonable
                  times with the Company and its subsidiaries in all litigations
                  and regulatory proceedings on which the Company or any
                  subsidiary seeks his assistance and as to which he has any
                  knowledge or involvement. Without limiting the generality of
                  the foregoing, Price will make himself available to testify at
                  such litigations and other proceedings, and he will cooperate
                  with the Company's counsel in preparing materials and offering
                  advice in such litigations and other proceedings.

         (b)      Price will not from and after the date hereof, in any way or
                  to any person, denigrate or derogate the Company or any of its
                  subsidiaries, or any their officers, directors, products,
                  services or procedures, whether or not such denigrating or
                  derogatory statements shall be true and are based on acts or
                  omissions which are learned by Price from and after the date
                  hereof or on acts or omissions which occur from and after the
                  date hereof, or otherwise.

         (c)      The Company will not from and after the date hereof, in any
                  way or to any person, denigrate or derogate Price or any of
                  his services or procedures, whether or not such denigrating or
                  derogatory statements shall be true and are based on acts or
                  omissions which are learned by Company from and after the date
                  hereof or on acts or omissions which occur from and after the
                  date hereof, or otherwise.

General Release.

         (d)      Price hereby generally releases, remises and forever
                  discharges the Company, and any subsidiary or related company,
                  and each and every employee, officer, agent and attorney of
                  each releasee (both individually and in their corporate
                  capacity), and their successors and assigns, of and from all
                  actions, agreements (including any employment or other
                  agreement), causes of actions, suits, debts, claims and
                  demands whatsoever in law or in equity which Price ever had,
                  now have and

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                  which Price or Price's heirs or executors, administrators or
                  assigns, or any of them, hereafter can, shall or may have as
                  of this date, known and unknown, and whether or not relating
                  to Price's employment or the termination thereof, but
                  excluding Price's rights under this Agreement (including the
                  rights as to his options as provided herein), and excluding
                  also his rights to indemnification under the Company's
                  certificate of incorporation and by laws and the Company's
                  directors and officers insurance policies.

         (e)      The Company hereby generally releases, remises and forever
                  discharges Price of and from all actions, agreements
                  (including any employment or other agreement), causes of
                  actions, suits, debts, claims and demands whatsoever in law or
                  in equity which the Company ever had, now has and which the
                  Company hereafter can, shall or may have as of this date,
                  known and unknown, and whether or not relating to Price's
                  employment or the termination thereof, but excluding the
                  Company's rights under this Agreement and the Invention and
                  Secrecy Agreement dated August 30, 1994.

7.       Miscellaneous.

         (a)      There are no oral representations, understandings or
         agreements with the Company or any of its officers, directors or
         representatives covering the same subject matter as this Agreement.

         (b)      Price has been represented by Xxxxx Xxxxx, Esq. in connection
         with this Agreement.

         (c)      This written Agreement is the final, complete and exclusive
         statement and expression of the agreement between the Company and Price
         and of all the terms of this Agreement, and it cannot be varied,
         contradicted or supplemented by evidence of any prior or
         contemporaneous oral or written agreements. This written Agreement may
         not be later modified except by a further writing signed by the Company
         and Price, and no term of this Agreement may be waived except by
         writing signed by the party waiving the benefit of such terms. The
         Company and Price have prepared this Agreement on a mutual basis, and
         this Agreement shall not be construed against any party by reason of
         its representative's having served as draftsperson hereof.

         (d)      No Waiver. No waiver by the parties hereto of any default or
         breach of any term, condition or covenant of this Agreement shall be
         deemed to be a waiver of any subsequent default or breach of the same
         or any other term, condition or covenant contained herein.

         (e)      Binding Effect. This Agreement shall be binding upon the
         parties thereto and their respective heirs, successors and assigns.

         (f)      Notice. Whenever any notice is required hereunder, it shall be
         given in writing addressed as follows:

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                  To the Company:

                           AMBI, Inc.
                           0 Xxxxxxxxxxxxxx Xxxx
                           Xxxxxxxx, Xxx Xxxx 00000

                  with a copy to:   Xxxxxxxx X. Xxxxx c/o the Company

                  and another copy to:

                           Xxxxx X. Xxxxxx, Esq.
                           000 Xxxxx Xxxxxx, 00xx xxxxx
                           Xxx Xxxx, Xxx Xxxx 00000

                  (i)      To Price:

                           Xx. Xxxxxxx X. Xxxxx
                           00 Xxxxxx Xxxx
                           Xxxxxxx, Xxx Xxxx 00000

         (g)      Notice shall be deemed given and effective (a) three business
         days after the deposit in the U.S. mail of a writing addressed as above
         and sent first class mail, certified, return receipt requested, (b) one
         business day after delivered to a nationally recognized air courier for
         next day delivery service, or (c) upon personal delivery. Either party
         may change the address for notice by notifying the other party of such
         change in accordance with this Section.

         (h)      This Agreement may be signed in counterparts and by fax.

         (i)      Governing Law; Resolution of Disputes; Service of Process.
         This Agreement shall in all respects be construed according to the laws
         of the State of New York. All disputes relating to the interpretation
         and enforcement of the provisions of this Agreement shall be resolved
         and determined exclusively by the state or federal courts sitting in
         the State of New York. The parties waive trial by jury. Service of
         process shall be effective when given in the manner provided for
         notices hereunder.

                                            AMBI INC.

                                            BY:  /s/ XXXXXXXX X. XXXXX
                                                 ---------------------
                                                 Xxxxxxxx X. Xxxxx
                                                 Senior Vice President


                                            /s/ XXXXXXX X. XXXXX
                                            --------------------
                                            Xxxxxxx X. Xxxxx