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EXHIBIT 10.01
BUY-OUT AGREEMENT
THIS BUY-OUT AGREEMENT (this "Agreement") is made and entered into,
as
of this 30 day of December, 2003 (the
"Effective Date"), by and between Matrixx
Initiatives, Inc. (formerly Gum Tech
International, Inc.) ("Matrixx") and Gary
Kehoe ("Kehoe"), who are collectively
referred to herein as the "Parties."
RECITALS
A. Kehoe was formerly employed by Mattrix and is currently a
Consultant
to Matrixx pursuant to that certain
Consulting Agreement, dated June 2, 2000
(the "Consulting Agreement").
B. The Parties desire to terminate the consulting relationship
and
release Matrixx of any future obligations
to Kehoe.
AGREEMENT
In consideration of the foregoing recitals and the covenants
and
conditions contained herein, each of the
Parties, intending to be legally bound,
agrees as follows:
1.
Payment from Matrixx.
Matrixx shall pay to Kehoe the sum of $250,000.00 within one week
of
the execution of this Agreement, which
Kehoe agrees to accept as full payment
for his services under the Consulting
Agreement and for the agreements contained
in this Agreement. This amount is in
addition to a $12,500.00 payment due for
services in December 2003.
2.
General Release.
Kehoe and all persons or entities claiming by or through him,
including, without limitation, his heirs,
partners, representatives, employees,
agents, insurers, associates, affiliates,
administrators, attorneys, successors
and assigns, hereby forever and fully
release, waive, and discharge Matrixx and
all persons or entities claiming by or
through Matrixx, including, without
limitation, its respective officers,
directors, partners, representatives,
employees, agents, shareholders,
affiliates, insurers, associates, predecessors-
or successors-in-interest, administrators,
attorneys, successors and assigns,
from any claim, d
