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 herein, it is hereby agreed as
1. Resignation, Etc.
(a) Price hereby resigns as an officer, director, manager and employee of the Company and its NutritionU.com,
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.
(a) The Company hereby retains Price who agrees to be available as a consultant on matters relating to
NutritionU.com 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