EXHIBIT 10.23.1
SETTLEMENT AGREEMENT AND RELEASE
This agreement is entered this 27th day of October, 1998 between and among
Nutrition for Life International, Inc. ("NFLI") and Xxxxx Xxxxxxx and K.T. Corp.
(collectively "KT"). In exchange for the mutual covenants and agreements set
forth herein and other good and valuable consideration, the parties agree as
follows:
1. Promptly upon NFLI's receipt of the executed originals of the
documents listed on the attached Exhibit A, with all required medallion
guarantees, and in a form and substance acceptable to NFLI and the pertinent
stock transfer agent, which acceptance shall not be unreasonably withheld, NFLI
will pay the sum of $458,675.00 pursuant to paragraph 6 of the August 19, 1998
agreement between NFLI and KT. Said funds will be distributed in accordance
with the terms of the documents listed on the attached Exhibit A.
2. NFLI will pay KT by wire transfer no later than October 29, 1998 the
sum of $33,009.79, representing all amounts payable for the month of July 1998
by virtue of KT's October 24, 1997 agreement with NFLI, as if that agreement had
remained in full force and effect for that month.
3. NFLI will pay KT by wire transfer no later than October 29, 1998 the
sum of $35,313.38, representing all amounts due and owing to KT for the month of
July 1998 by virtue of KT's distributorship with NFLI, as if that
distributorship had not been canceled.
4. Upon payment of the sums described in paragraphs 1, 2, and 3 above, it
is the express intention of the parties to this agreement to fully, finally, and
completely resolve and discharge all claims of any kind whatsoever that have
been or might be asserted against NFLI by KT and all other entities in which KT
has or might acquire any interest, including, but not limited to, Premier
Publishing, as well as to resolve and discharge any such claims that NFLI might
have against KT. Such full, final, and complete resolution and discharge is
agreed to be the essence of this agreement. Accordingly, upon receipt of the
sums described in paragraphs 1, 2, and 3 above, KT agree that they shall be
deemed to have fully, finally, and completely released and discharged NFLI and
its directors, officers, and agents from any and all claims of any kind
whatsoever which now exist or which might exist in the future based upon any
conduct occurring prior to execution of this agreement, whether such claims are
known or currently unknown. NFLI shall simultaneously be deemed to have
released and discharged any such claims against KT, except claims that might
arise from KT's breach of any warranties, certifications, representations, or
agreements made by KT in the documents listed in Exhibit A hereto. KT agree
that following receipt of the sums described in paragraphs 1, 2, and 3 above
they shall not make or assist others in making any claims of any kind against
NFLI or its directors, officers, and agents. The terms of this paragraph and
the release described herein shall apply to every entity in which KT now hold or
may in the future acquire any interest, including, but not limited to, Premier
Publishing, as well as to their respective heirs, representatives, associates,
successors, and assigns, as well as to NFLI and its successors and
assigns. Xxxxx Xxxxxxx and K.T. Corp. warrant that they have authority to agree
to the foregoing terms and to make the foregoing release. NFLI also so warrants.
5. The foregoing release is governed by and shall be interpreted under
the law of the State of Illinois.
6. The parties agree that any future dispute that may arise between them
shall be submitted to binding arbitration.
7. This agreement may be executed in counterparts. Signature pages
transmitted by facsimile are acceptable, although signed originals of signature
pages shall be furnished as promptly thereafter as possible.
AGREED: ____________________________
Xxxxx Xxxxxxx and K.T. Corp.
by Xxxxx Xxxxxxx
AGREED: ______________________________
Nutritional for Life
International, Inc. by
Its Chief Executive Officer
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