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Consulting Agreement - Weider Nutrition Group Inc. and Gustin Foods LLC

Consulting Forms

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        THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of July 16, 2003 (the "Effective Date") between Weider Nutrition Group, Inc., a Utah corporation (the "Company"), and Gustin Foods, LLC, a California limited liability company ("Consultant").


        A.    The Company is in the business of developing, manufacturing, marketing and selling branded and private label dietary supplements and nutrition products, including joint care products containing glucosamine and/or chondroitin and other related products.

        B.    Consultant has experience and expertise in developing, marketing and selling branded nutrition and food products.

        C.    The Company desires to retain the services of Consultant and Consultant desires to provide consulting services to the Company, upon the terms and subject to the conditions set forth in this Agreement.


        NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the Company and Consultant hereby agree as follows:

        1.    Retention as Consultant; Consultant Services.    

        2.    Compensation.    


        3.    Term and Termination.    

        4.    Confidential and Proprietary Information.    


        5.    Entire Agreement.    The Agreement constitutes the entire agreement of the parties with respect to the terms and conditions of the consulting relationship and supersedes all prior agreements, promises, representations and understandings. This Agreement does not in any way amend or supercede any other agreements between the parties with respect to other subjects, including without limitation, any agreements concerning Consultants past employment with the Company or the termination thereof, or Consultant's obligations with respect to the intellectual property and confidential information of the Company, its parents, subsidiaries or affiliates.

        6.    Choice of Law.    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah.

        7.    Severability.    Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or enforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

        8.    Amendment and Waiver.    This Agreement may be amended, modified, superseded, cancelled, renewed, extended or waived only by a written instrument executed by the parties to this Agreement or, in the case of a waiver by the party waiving compliance. No waiver by any party of the breach of any term or provision contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this agreement.

        9.    Notices.    All notices, requests or consent required or permitted under this Agreement shall be in writing and shall be given to the other party by personal delivery, overnight air courier or facsimile transmission, sent to such party's address or telecopy number as is set forth below such party's signature hereto. Each such notice, request or consent shall be deemed effective upon receipt.

        10.    Attorneys' Fees.    In the event that either party seeks to enforce its right under this Agreement, the prevailing party shall be entitled to recover reasonable fees (including attorneys' fees), costs and other expenses incurred in connection therewith, including the fees, costs and expenses of appeals.

        11.    Headings.    The headings of the sections of this Agreement have been inserted for convenience and reference only and do not constitute a part of this Agreement.

        12.    Survival.    Sections 4, and 6 through 10 shall survive the termination of this Agreement.


        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.








Address for Notices:



2002 South 5070 West
Salt Lake City, Utah 84104
Attention: General Counsel
Facsimile: (801) 975-1924







Address for Notices:





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