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Consulting Agreement

Consulting Services Agreement

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Title: Consulting Agreement
Governing Law: New York     Date: 9/25/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.02


Consulting Agreement




This Consulting Agreement dated September 19, 2008 by and between Nutrition 21, Inc., having an office at 4 Manhattanville Road, Purchase, NY 10577 (“N21”), and Mark H. Stenberg, residing at 115 East 87 th Street, New York, NY 10128 (“Consultant”).


Effectiveness :


Concurrently herewith, N21 and the Executive are entering into a Resignation Agreement and General Release and Waiver (the “Other Agreement”). This Consulting Agreement shall be effective only from the first date (the Effective Date”), if any, on which the Other Agreement shall be effective and not subject to revocation by Consultant.




Consultant agrees to provide business consulting services for N21 as requested from time to time by Michael Zeher or his designee, who will provide business priorities for you to focus your time on.


Personal Performance  


The consulting services described herein will be performed exclusively by Consultant personally and cannot be assigned to others, except with the consent of Mr. Zeher. Consultant agrees to make every reasonable effort to accommodate N21’s scheduling needs. All services to be rendered hereunder may be provided via telecommuting.


Consulting Period


The consulting services will be provided from the Effective Date through December 31, 2008.


Fee Structure and Billing:


N21 will compensate Consultant at a rate equal to his current salary. In addition, N21 will provide to Consultant family health care for 12 months from the Effective Date at a cost to Consultant equal to the cost paid by employees for family health care. Consultant will submit invoices for services rendered bi-weekly. All legitimate expenses incurred by Consultant while doing the business of N21 shall be reimbursed within 30 days of invoice, including all legitimate business expenses associated with the Electronic Retailing Association convention September 21-24, 2008.




(a) During the period of Consultant providing consulting services to N21, Consultant will acquire from N21 technical and commercial information which N21 considers to be proprietary and confidential, though specifically excluded from this definition is vendor information (“Information”). Consultant agrees to keep confidential and not to use or divulge, except with the consent of N21, any such Information as well as all information developed by Consultant as a result of services provided for N21 under this Agreement (“Developed Information”). Upon termination of this Agreement or at any other time N21 requests, Consultant will transmit to N21 any written, printed, or other materials embodying such Information or Developed Information, including all copies and excerpts thereof. These obligations on Consultant’s part with respect to N21’s Information and Developed Information shall continue at all times during and beyond the Consulting Period.






(b) Notwithstanding the above, this Agreement shall not restrict Consultant’s use or disclosure of any Information which:




is or later becomes publicly known through no fault of Consultant;




was already known to Consultant at the

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