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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:
Global Mutual Benefit Network Inc.
6520 Walker Street
Burnaby, B.C. V5H4M9
Tel: 604.618.6272 Fax: 604.521.0578
(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
Province of
British Columbia; the Consultant, as at the date of this Agreement,
is in
good standing under the laws of the Province of British Columbia;
the
director/officer of the Consultant is Dori O'Neill, President and
Secretary;
C. The Principal of the Consultant is Dori O'Neill (the
"Principal") and the
Consultant is controlled by the Principal;
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
Executive
Vice President and Chief Operating Officer of EYI or 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 change in control of Consultant without the prior written
consent of
EYI; and
f. 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
3.1.1 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 Executive Vice-President of a
Nevada
corporation operating the Business herein described;
b. Consultant will be responsible for the supervision of the
Chief
Financial Officer of EYI;
c. Consultant will be responsible for the supervision of the
senior
Management team involved in the Business of Essentially Yours
Industries,
Inc., a subsidiary of EYI, the Chief Financial Officer, ("CFO"),
the
Vice President of International Development, and any other
management
personnel that the Board of Directors of EYI shall determine, from
time
to time, should be under the supervision of Consultant;
d. Consultant will be responsible for contract negotiations on
behalf
of EYI and approving of expenditures by the management team of
EYI;
e. Consultant will also be involved in and assist with financing
efforts
for the Business and for EYI and liaise with bankers, financial
consultants,
accounting advisors and legal advisors and any other type of
consultant that
may be necessary and in the best interest of EYI and the
Business;
f. 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 the 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 for a monthly car
allowance,
payable on the 15th and 30th of the month that services are
provided.
4.2 Consultant is authorized to incur reasonable business expenses
in
conducting its activities on behalf of EYI. Consultant acknowledges
that
EYI may from time to time adopt policies and procedures specifying
the
nature and amount of expenses that will be considered reasonable,
and the
statements contained in such policies and procedures shall be
considered
conclusive as to such matters. EYI will reimburse Consultant for
such
actual, out of pocket, expenses upon the Consultant's presentation
and
itemized account of such expenses
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