exhibit2.htm


     

    
      
        

      


      AGREEMENT

      


      by and
between

      


      Z Trim Holdings,
Inc.,

      (Hereinafter
referred to as "Z Trim" or the
“Company”)

      


      and

      


      John Malinowski
d/b/a M&M Services (collectively hereinafter referred to as "M&M")

      


      WHEREAS, Z Trim has purchased
certain equipment (described in Appendix A, and said equipment hereinafter
referred to as “Equipment”) from M&M, and

      


      WHEREAS, the parties have
agreed that the price of the equipment and installation of such would be
$60,000; and

      


      WHEREAS, Z Trim has an unpaid
balance of $60,000; and

      


      WHEREAS, M&M agrees to
convey title to the equipment free and clear of all liens and to forgive the
unpaid balance of $60,000 (the “Balance”)  in exchange for 6 units,
each consisting of  10,000 shares of the common stock $0.00005 par
value per share of the Company  (the “Common Stock”)  and a
warrant to purchase 15,000 shares of Common Stock at $1.50 per share (the
Warrants and together with the Common Stock the “Units”)  pursuant to
the terms and conditions of the current equity offering of the Company as set
forth in the Private Placement Memorandum and exhibits thereto dated February
11, 2009, attached hereto as Appendix B, with the exception  that
M&M will be provided 15,000 warrants per Unit rather than 10,000 (the
“February 11, 2009 PPM”);

      


      WHEREAS, M&M acknowledges
receipt and review of Z Trim’s convertible debt offering (described in detail in
the Private Placement Memorandum dated March 25, 2009,) (“March 25, 2009, PPM”)
and has chosen the equity offering over the convertible debt
offering;

      


      WHEREAS, John
Malinowski  has acknowledged to the Company that he is an accredited
investor as that term is defined in Rule 502 of Regulation D;

      


      WHEREAS, M&M acknowledges
receipt and review of (a) Z Trim’s Form 10-K for the year ended December 31,
2008, filed with the SEC on April 15, 2009; and (b) Z Trim’s Form 8-Ks filed
with the SEC on April 21, 2009 and March 31, 2009.

      


      NOW THEREFORE,
in consideration of the
foregoing premises which are incorporated into this agreement; the mutual
promises herein made, the covenants and representations herein contained and
other good and valuable consideration the receipt and adequacy of which is
hereby acknowledge,, the Parties  agree as
follows:

      


      


      Investment in February 11,
2009 PPM

      


      M&M
hereby agrees to purchase, and Z Trim agrees to allow M&M to
purchase  6 Units in accordance  (other than with respect to
the number of Warrants as herein specified) with the terms of the offering and
related exhibits set forth in the February 11, 2009 PPM and to apply the Balance
in consideration thereof.

      


      
        	
                 
      

              	
                Delivery of Shares and
      Warrants

              


      

      
        	
                 
      

              	
                The
      Company agrees to deliver certificates representing the shares
      of  the Common Stock  and Warrants comprising the
      Units, promptly, after execution and delivery of this agreement by M &
      M .

              


      

      


      


      Release and Hold
Harmless.

      


      In
exchange for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,  M&M hereby conveys good and
valuable title to the Equipment, free and clear of all liens and encumbrances
and releases, agrees to hold harmless and indemnify Z Trim and any customer of Z
Trim who purchases the Equipment, from any claim of M&M and/or any third
party with respect to ownership, title, debt or secured interest relating to the
Equipment that may arise in connection with, or prior to, Z Trim’s ownership,
possession, use or sale of the Equipment.

      


      M&M
further agrees that upon execution of this agreement by the parties the Balance
owed by Z Trim shall be deemed paid in full.

      .

      


      


      Requirement of Written
Form.

      


      Any
changes and/or amendments of this Agreement shall be valid only when made in
writing and signed by both Parties hereto.  This Agreement may not be
changed or amended by implied consent.

      


      Notices.

      


      Any
notice, communication or document to be made or delivered by one Party to
another pursuant to this Agreement shall (unless that other Party has by fifteen
days' written notice specified another address) be made or delivered to that
other Party at the address or facsimile as follows:

      


      If to Z
Trim, to:

      


      Chief Financial Officer

      Z Trim Holdings, Inc.

      1011 Campus Drive

      Mundelein, Illinois 60060

      


      If to
M&M, to:

      


      M&M
Services

      3 N. 280
Morningside Ave.

      West
Chicago, Illinois 60185

      


      


      Notices
shall be deemed to have been made or delivered when received (in the case of any
communication made byfacsimile or e-mail) or (in the case of any communication
made by letter) when left at that address or(as the case may be) three days
after being deposited in the post postage prepaid in an envelope addressed to it
at that address, provided, such delivery is performed during usual business
hours of the receiving Party. Otherwise delivery is deemed to be performed on
the following business day.

      


      Unless
notice is given by registered mail or against return receipt, the notifying
Party bears the

      burden of
proof that a notice was received by the other Party.

      


      Waiver

      


      Failure
by either party to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such terms,
covenants or conditions, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.

      


      Severability.

      


      In the
event that any of the terms or provisions of this Agreement is determined to be
illegal or in conflict with regulations or rulings of authorities, governmental
or otherwise unenforceable, or if any provision or term of this Agreement shall
become illegal and/or unenforceable at any time hereafter, then all other
provisions of this Agreement shall be severable and shall
remain valid, binding and enforceable in accordance with their
terms.

      


      


      Force
Majeure.

      


      Non-performance
of either Party shall be excused to the extent that performance is
renderedimpossible by strike, fire, flood, governmental acts, orders or
restrictions, war, terrorist acts or any other reasonwhere failure to perform is
beyond the control of, and not caused by the negligence of, the non-performing
Party.

      


      


      Choice of Law and
Forum

      


      This
Agreement shall be governed and construed exclusively under the laws of the
State of Illinois without regard for conflict of law principles, in any
action.  Any and all actions brought and/or related to this Agreement
shall be brought exclusively in the state Illinois, including state courts and
federal courts seated in such state.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                EXECUTION

              


      

      


      Z
Trim:

      


      Z Trim
Holdings, Inc.:

      


      BY.
__________________________________

      


      Title:
_________________________________

      


      Printed:
_______________________________

      


      Date:
_________________________________

      


      


      


      M&M:

      


      M&M
Services:

      


      


      BY.
__________________________________

      


      Title:
_________________________________

      


      Printed:
_______________________________

      


      Date:
_________________________________

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Appendix A

      Description
of equipment

      


      See
attached copies of Invoices:  9058, 9066, 9067, 9068, 9069, 9070,
9071, and blank invoice dated 2/17/09.