AGREEMENT made this 28th day of September, 2004, by and between NUTRA PHARMA
CORP., a California corporation ("Nutra Pharma"), and OPUS INTERNATIONAL, LLC.,
a Maryland limited liability company ("Opus"), provides as follows:
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
This agreement is made and entered into with reference to the following facts
A. Opus owns 11,692,556 of the outstanding common shares of Nutra Pharma.
B. Nutra Pharma is obligated to Opus in the amount of $1,384,931.26, for funds
advanced to Nutra Pharma by Opus for operating capital, payable on demand.
C. Opus has made demand for payment of the funds owed.
D. Nutra Pharma now holds approximately 10.5 million shares of Infectech, Inc.
("Infectech Shares"), its majority owned subsidiary. Nutra Pharma desires to use
a portion of the Infectech Shares it owns to satisfy its debt to Opus.
2. REPAYMENT AND DISCHARGE OF DEBT
A. Nutra Pharma shall transfer to Opus, in full and fair settlement of the
outstanding debt owed to Opus, certificates representing 6,000,000 shares of
B. Upon the transfer of the Infectech Shares to Opus, any and all outstanding
debt owed to Opus by Nutra Pharma shall be deemed discharged, and Nutra Pharma
shall be released from any and all liability with respect to that debt.
3. ADDITIONAL PROVISIONS
Nutra Pharma shall accept the resignations of MITCHELL S. FELDER and DAVID
MCCLELLAND, Sr. from its board of directors.
Any notices called for in this agreement shall be effective upon personal
service or upon service by first class mail, postage prepaid, to the parties at
such addresses to be designated by the parties in writing.
5. MISCELLANEOUS PROVISIONS:
This agreement shall be