MARKETING SERVICE AGREEMENT
This Agreement dated for reference the 25th day of January 2006, by and between:
Essentially Yours Industries, Inc. 7865 Edmonds Street
Burnaby, BC V3T 5V2
Tel: 604-759-5031 Fax: 604-759-5044
6642 Aster Trail
Excelsior, MN 55331
A. Essentially Yours Industries Inc.("EYI") is in the business of marketing dietary supplements and personal care
products including the Code Blue System;
B. EYI desires to secure the services of Prescott to customize his `Business to Business' training and marketing
program (the "Marketing Model") for EYI;
C. Prescott is willing to customize his Marketing Model for EYI's business and to assist with the implementation
and necessary training.
NOW THEREFORE in consideration of the mutual covenants herein contained, the parties hereto agree as
2.1 Term. This Agreement shall commence from the date first written above and shall continue for six months or
unless terminated in accordance with the terms set out herein.
2.2 Termination by EYI Without Notice. EYI may terminate the engagement of Prescott without notice if
(a) is dishonest in dealing with EYI;
(b) conducts himself or herself in a manner which is materially detrimental to the business of EYI; and
(c) fails to carry out the services and duties to be performed by it pursuant to the provisions of this Agreement.
2.3. Termination with Notice. Notwithstanding the foregoing either party may terminate this Agreement without
reason, upon thirty (30) days prior written notice.
3.1. Remuneration. In consideration for providing services during the term of this Agreement, EYI shall pay
Prescott a monthly fee of five thousand dollars
3.2 Taxes. Prescott shall be responsible for payment of all local and federal taxes in regard to all remuneration
paid to Prescott and Prescott hereby indemnifies and saves harmless EYI from all claims in this regard.
4. GOLD LEAD SYSTEM
4.1 EYI agrees to purchase the Gold Lead System and dedicate EYI's Sales & Communication Department to
converting the leads into EYI's Independent Business Associates ("IBA").
4.2 EYI agrees that during the term of this agreement, it will give 100% of the leads to Prescott's binary
organization. Upon termination of this Agreement, any leads generated from the Gold Lead System will be
allocated 25% to Prescott and 75% to EYI.
5. BINARY POSITION
5.1 EYI agrees to give Prescott a mutually agreeable position within EYI's binary.
6.1 Prescott acknowledges that EYI has certain rights in certain confidential, proprietary, trade secrets or
6.2 Confidential Information. In this Agreement, "Confidential Information" means all confidential or proprietary
information, intellectual property (including trade secrets and technology), customer or client lists, which in any
way and at any time have been communicated to, acquired by, or learned by Prescott in the course of this
6.3 Confidentiality Maintained. Prescott covenants and agrees with EYI during the term of this Agreement and at
all times after the termination of this Agreement to:
(a) keep all Confidential Information in the strictest confidence;
(b) treat all Confidential Information with at least the same level of protection as Prescott would give his own
confidential information of similar nature, but no less than a reasonable level of protection.
(c) hold all Confidential Information in trust for EYI; and
(d) not to directly, indirectly or in any other manner:
(i) publish or in any way participate or assist in the publishing of any Confidential Information;
(ii) utilize any Confidential Information, except as may be required for and in the course of the business of EYI;
(iii) disclose or assist in the disclosure of any Confidential Information to any person, firm or corporation.
Prescott shall not assign any of the rights or benefits granted herein.
Any Notice required or permitted to be given hereunder shall be in writing and shall be effectively given if:
(a) Delivered personally;
(b) Sent by prepaid courier service or mail; or
(c) Sent prepaid by fax or other similar means of electronic communication.
Any changes or amendments or additions to the Agreement must be in writing and signed by both parties to be
This Agreement shall be construed in accordance with the laws of the Province of British Columbia and the
Courts of the said Province shall have exclusive jurisdiction to hear all actions arising out of or in respect of this
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above
EYI Industries, Inc.
Per: /s/ signed /s/ signed
Name: Jay Sargeant Name: Lou Prescott
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement"), is entered into by and
among Business Centers, LLC ("Business Centers") Halo Distribution, LLC, ("Halo") and EYI Industries, Inc.
("EYI") (collectively "Defendants").
A. On February 2, 1999, Business Centers entered into a lease agreement with Halo for certain premises
consisting of 33,750 square feet of office and warehouse space located at 7109 Global Drive, Louisville,
Kentucky 40258 (the "Lease"). The Lease was extended for an additional 3 year term by a letter agreement
dated January 15, 2004.
B. EYI is the parent company of Halo.
C. On or about May 2, 2005, Business Centers provided notice to Halo that the Lease had been breached, and
thus was being terminated, because Halo had failed to pay required rents and vacated the premises.
D. On June 29, 2005, Business Centers filed a Statement of Lien for Rent pursuant to KRS 383.070 against
Halo. The Statement of Lien for Rent is of record at Miscellaneous Lien Book 131, Page 520, in the office of the
Jefferson County Clerk. The lien for rent secured Business Centers for rentals up to and including $46,875.00
(the "Liened Amount").
E. On November 15, 2005, Business Centers filed its Complaint against Defendants before the Jefferson Circuit
Court, Division 5, in Action No.05-CI-09818 seeking judgment, both jointly and severally, against Defendants,
for the Liened Amount as well as for contract damages in an amount within the Court's jurisdiction (the Civil
F. The parties to this Agreement have reached a settlement of all differences between them relating to the claims,
counterclaims and cross claims that were, or could have been, asserted by or against Business Centers, on the
one hand, and the Defendants, on the other hand, relating to the Lease. The parties desire to enter into this
written Settlement Agreement and Release documenting the terms and conditions of the settlement.
NOW, THEREFORE, and in consideration of the recitals and mutual promises contained herein and for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree
1. DEFENDANTS' TRANSFER OF EQUIPMENT AND PERSONAL PROPERTY. Without any admission
of liability, the Defendants will transfer and quit claim, by Bill of Sale in appropriate form, to Business Centers,
"as-is" and without warranty, the total of the equipment and personal property shown on Exhibit A hereto (the
"Property"). The Property being transferred is stipulated to have a value in the Liened Amount of $46,875.00.
2. THE DEFENDANTS' RELEASE OF BUSINESS CENTERS. Upon execution of this Agreement, the
Defendants do hereby for themselves and their past, present and future officers, directors, employees, agents,
representatives, affiliates, successors and assigns, and for all other persons and entities claiming through the
Defendants, or on their behalf, fully and forever release, acquit, and discharge Business Centers and Business
Centers' past, present and future officers, directors, shareholders, principals, members, employees, agents,
attorneys, representatives, insurers, reinsurers, and all other persons or entities affiliated in any manner with
Business Centers, including parent and subsidiary organizations, and all other persons or entities acting or
purporting to act on behalf of the preceding, from any and all claims, demands, damages, compensation,
payments, expenses, causes of action, obligations, setoffs, accounts, proceedings, actions, rights, bonds,
specialties, losses, controversies, defenses, counterclaims, suits, contracts, agreements, covenants, promises,
debts, loans, mortgages, sums of money, reckonings, bills, executions, judgments, findings, attorneys' fees, costs,
expenses, claims for refunds, and other liabilities of any kind whatsoever, whether in law or in equity, known or
unknown, accrued or unaccrued, mature or unmature, contingent or otherwise, which the Defendants now have,
ever had or which their assigns may have, by reason of or arising from or connected in any manner with the Lease
or the Civil Action.
3. BUSINESS CENTERS'S RELEASE OF OF DEFENDANTS. Upon execution of this Agreement, Business
Centers does hereby for itself and its past, present and future officers, directors, shareholders, principals,
members, employees, agents, representatives, affiliates, successors and assigns, and for all other persons and
entities claiming through Business Centers or on its behalf, fully and forever release, acquit, and discharge
Defendants, and their past and present employees, agents, attorneys, representatives, insurers, reinsurers, and all
other persons or entities affiliated in any manner with Defendants, including parent and subsidiary organizations,
and all other persons or entities acting or purporting to act on behalf of the preceding, from any and all claims,
demands, damages, compensation, payments, expenses, causes of action, obligations, setoffs, accounts,
proceedings, actions, rights, bonds, specialties, losses, controversies, defenses, counterclaims, suits, contracts,
agreements, covenants, promises, debts, loans, mortgages, sums of money, reckonings, bills, executions,
judgments, findings, attorneys' fees, costs, expenses, claims for refunds, and other liabilities of any kind
whatsoever, whether in law or in equity, known or unknown, accrued or unaccrued, mature or unmature,
contingent or otherwise, which Business Centers now has, ever had or which its assigns may have, by reason of
or arising from or connected in any manner with the Lease or the Civil Action.
4. DISMISSAL. Within three business days of all Parties' execution of this Settlement Agreement and Release,
the Parties shall cause to be filed with the Court an Agreed Order of Dismissal Settled dismissing with prejudice
in the Civil Action all of Business Centers's claims against the Defendants. Court costs, attorneys' fees, and any
other fees, expenses and costs are to be paid by the Party incurring them.
5. ACKNOWLEDGMENT. The Parties acknowledge that this Agreement is entered into as a settlement and
compromise of disputed claims and is not to be construed in any manner as an admission of any wrongdoing or
liability on the part of any Party. The Parties further acknowledge that this Agreement has been negotiated and
prepared by the joint efforts of the Parties and the respective attorneys for the Parties, and for all purposes this
Agreement shall be deemed to have been drafted jointly by each of the Parties.
6. AUTHORITY. The Parties warrant and represent that they have the power and the authority to enter into this
Agreement and that this Agreement, and all documents delivered pursuant to this Agreement, are valid, binding
and enforceable upon them. The Parties also warrant and represent that no further consent, approval,
authorization, and no notice to, or filing with any court, governmental authority, person or entity is required for the
execution, delivery and performance of this Agreement. The Parties further warrant and represent that they are
the sole and lawful owners of the claim or claims asserted or released in this Agreement and that no part of the
claim or claims asserted or released in this Agreement have been assigned or transferred to any other person or
7. BINDING EFFECT. The Parties acknowledge, represent, warrant and confirm that they have carefully read
and fully understand all of the provisions of this Agreement, that they have thoroughly discussed this Agreement
and its effect with their respective legal counsel, that no representations or warranties have been made other than
those set forth explicitly in this Agreement, and that they sign this Agreement as their own free act. This
Agreement shall be binding upon each of the Parties and any and all other persons or entities affiliated with the
Parties, and any and all other persons or entities that could assert any interest or claim related to the matters
described in this Agreement. This Agreement shall be binding upon and inure to the benefit of all such persons or
entities and its respective successors, assigns, employees and representatives, as the case may be.
8. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the Parties hereto and fully
supercedes any and all prior agreements or understandings between the Parties pertaining to the subject matter
hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements,
representations, covenants and warranties concerning the subject matter hereof are merged herein. No change,
termination, or attempted waiver of any provision of this Agreement shall be binding unless it is in writing and
signed by each of the undersigned Parties.
9. SEVERANCE CLAUSE. Should any provision of this Agreement be declared or determined to be void,
unenforceable, illegal or invalid, the validity of the remaining parts, terms, and provisions shall not be affected
thereby and said void, unenforceable, illegal or invalid part, term or provision shall be deemed not to be a part of
10. HEADINGS. The headings in this Agreement have been included for ease of reference only and shall not be
considered in the construction or interpretation of this Agreement.
11. COUNTERPARTS. This Agreement may be executed by the Parties in two or more counterparts, each of
which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms of
this Agreement to produce or account for more than one such counterpart.
12. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced in accordance with the
laws of the Commonwealth of Kentucky.
Dated: Effective December 21, 2005.
In Witness Whereof, the Parties have entered into this Agreement as of the date written above.
Business Centers, LLC
Halo Distribution, LLC
EYI Industries, Inc.