CONSULTING
AGREEMENT
(the "Agreement")
This Agreement, dated for reference the 1st day of May 2007, by and
between:
EYI
Industries, Inc.
7865
Edmonds Street
Burnaby,
BC V3N 1B9
Tel:
604-759-5031 Fax: 604-759-5044
("EYI")
AND:
Flaming
Gorge, Inc.
80 South
Main Street
Aberdeen,
ID 83210
Tel:
310-694-0155 Fax: 310-694-0135
(the
"Consultant").
WHEREAS:
A. EYI is engaged in the sale and marketing of health and
wellness
products, water filtration systems and a fuel additive product
and requires assistance in the sale and marketing of EYI
products
and services: (the "Business");
B. Consultant is a company incorporated under the laws of the
State of Idaho; the Consultant, as at the date of this
Agreement,
is in good standing under the laws of the State of Idaho,
Jay Sargeant is the President of the Consultant;
C. The Principal of the Consultant is Jay Sargeant (the
"Principal");
and
D. The Principal has the necessary experience to assist EYI and
the
Business.
NOW THEREFORE the parties hereto agree as follows:
1. APPOINTMENT
1.1 EYI hereby appoints Consultant to provide services on behalf
of
EYI and Consultant hereby accepts such appointment on the terms
and
conditions set out herein.
1.2 Subject to the approval of the Board of Directors of EYI,
the
Principal whose services are being provided via the Consultant
shall
be the President of EYI and such other title as the Consultant and
EYI
shall agree upon from time to time.
2. TERM
2.1 The term of
this Agreement shall be for an initial period of
five (5) years ("Initial Term") commencing on May 1, 2007.
This
Agreement shall automatically renew on a year to year basis at the
end
of the Initial Term unless terminated in accordance with the
provisions
set out in paragraphs 2.2 and 2.3 herein.
2.2 This Agreement shall terminate, without further notice
upon:
a. The
winding up or bankruptcy of Consultant or its Principal;
b. The Consultant or its Principal being found guilty of fraud or
other
serious criminal offense or being declared mentally
incompetent;
c. The Agreement of the Consultant and EYI to so do;
d. The Consultant being unable, for whatever reason, to continue to
provide
services to EYI;
e. A material breach of the terms of this Agreement, including,
without
limiting the generality of the foregoing, a breach by Consultant of
the
provisions of Article 3.1.
2.3
Notwithstanding the foregoing either party may terminate this
Agreement without reason, upon one (1) year's written notice to the
other.
Provided however, termination of this Agreement shall not adversely
affect
payment of any monies due hereunder to Consultant unless
termination was
due to a material breach of this Agreement by Consultant or its
Principal
or due to their fraud or other serious criminal offense.
3.
SERVICES
3.1
The Consultant shall provide the following services and advice
to EYI in addition to such other services as EYI shall reasonably
request and
Consultant agrees to provide, namely:
a. Consultant will perform the duties and services usually expected
of a person
holding the office of President of a Nevada corporation;
b. Consultant will also supervise the officers and senior
management of
Essentially Yours Industries, Inc., a subsidiary of EYI; the COO
and CFO
of Essentially Yours Industries, Inc. will report to the
Consultant;
c. Consultant will provide advice, experience and supervise sales
and marketing
activities;
d. Consultant will be responsible for raising financing and capital
for the
operations of EYI;
e. Consultant will have signing authority for legal and financial
matters of
EYI;
f. Consultant will provide and perform functions and duties of a
CEO for EYI;
g. Consultant agrees to provide EYI with such further and other
services and
advice as EYI shall reasonably request and the Consultant agree to
provide.
3.2 Consultant agrees to provide the services described in
paragraph 3 and will
provide such services as necessary for the orderly conduct of EYI's
business.
4 REMUNERATION
4.1 In consideration of the efforts of Consultant to be provided
herein EYI
agrees to pay a salary to the Consultant in the sum of Twenty
Thousand
($20,000.00) USD and Six Hundred ($600.00) USD per month for a
monthly car
allowance, payable on the 15th and 30th of the month that services
are
provided.
5.
RELATIONSHIP
5.1 Nothing
contained herein will be construed to make the Consultant an
employee of EYI. The
Consultant will at all times act as an independent
contractor. The
Consultant will determine the method, details, and means of
performing its services under this Agreement. The Consultant agrees to
comply
with all laws, ordinances, rules, and regulations, which are
applicable to the
performance of its services. The Consultant agrees to indemnify
and hold EYI
harmless from all claims, damages, and expenses resulting from the
Consultant's
failure to comply and his performance hereunder. EYI may provide Consultant
with authority to bind EYI to contracts and agreem
