EXHIBIT 10.44
Nutrition For Life International, Inc.
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000
Dear Gentlemen and Ladies:
This letter agreement is being provided in connection with a merger transaction
in which I will be receiving shares of convertible preferred stock of Nutrition
For Life International, Inc. (the "Company"). I understand that a condition to
closing of the merger is the execution and delivery to the Company of this
lockup agreement.
For a period of one year from the date of closing of the merger, I will not,
directly or indirectly, sell, offer to sell, contract to sell (including without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of (other than to parents, siblings, spouses or lineal descendants or
a trust for any of the foregoing who agree to these restrictions) any of the
securities received by me from the Company in connection with the merger
(including any securities which are received upon conversion of the convertible
preferred stock).
I acknowledge and agree that (a) I will be benefited directly and indirectly by
an investment in the Company and by the merger and the Company's officers,
directors and shareholders may rely on the agreement set forth in this letter
and (b) this letter agreement may be specifically enforced because of the
irreparable harm that could result from any breaches of this letter agreement.
This letter agreement shall be governed by and construed in accordance with the
laws of the State of Texas. In the event any one or more provisions of this
letter agreement should be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions hereof.
Dated: December 1, 1999 ___________________________________
Signature
Xxxxx X. Xxxxxx
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