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EXHIBIT 10.17
THIS AGREEMENT IS ENTERED INTO AS OF THE 31st DAY OF AUGUST, 2004.
AMONG: VITALSTATE CANADA LTD., a company duly incorporated according to law, herein represented
by Tom Torolcvei., (hereinafter referred to as "VCanada")
AND: VITALSTATE, INC., a company duly incorporated according to
law, herein represented by Tom Torolcvei, (hereinafter
referred to as "VUSA")
(VCanada and VUSA arc hereinafter collectively referred to as
"Vitalstate")
AND LASAR MULTIMEDIA PRODUCTIONS INC., a company duly incorporated
according to law, herein represented by James Klein;
(hereinafter referred to as the "Consultant")
A. WHEREAS the Consultant has valuable expertise and Vitalstate wishes to
retain the services of the Consultant as described in Schedule 2 hereto;.
B. WHEREAS the parties wish to define the terms of their relationship.
NOW THEREFORE, IN CONSIDERATION of the mutual premises and the following covenants, conditions
and agreements, the patties hereby agree as follows:
1. TERM OF AGREEMENT
The term of this Agreement (the "Term") shall commence on September 1st, 2004 and terminate on, June 30th,
2005.
2. SCOPE OF_SERVICES
For the Term, Vitalstate hereby engages the Consultant, who hereby accepts, to provide the services described
in Schedule l hereto (the "Services") in the manner referred to in Schedule 1 hereto.
3. CONSIDERATION
3.1 In consideration of the performance of the Services by the
Consultant, Vitalstate shall pay to the Consultant the aggregate
amount of one hundred sixty-eight thousand seven hundred fifty
Canadian dollars (CDN$168,750.00), payable by way of ten equal and
consecutive monthly installments of sixteen thousand eight hundred
seventy-five Canadian dollars (CDN$16,875.00), the first of which
shall be payable to the Consultant on September 1st, 2004 and
thereafter on, the first of each of the next following nine (9)
calendar months. All of the foregoing amounts are exclusive of the
applicable federal Goods and Services Taxes and provincial Sales
Taxes.
3.2 In addition to the foregoing, throughout the Term, the Consultant's
representative, namely James Klein, shall have the right to
participate in the health and dental plan of Vitalstate, without any
cost. The said health and dental plan shall be consistent with the
health and dental plan made available to James Klein during his
employment with Vitalstate.
3.3 For the purposes of this Agreement, VCanada and VUSA are solidarily
liable between them with respect to all of the obligations of
Vitalstate .hereunder. Without limiting the generality of the
foregoing, the obligations of Vitalstate hereunder shall apply to
each of VCanada and VUSA, solidarily (jointly and severally),
without the benefit of division, discussion and subrogation,
including for greater certainty, the provisions o(pound) Article
1531 of the Civil Code of Quebec or any similar legislation.
4. INDEPENDENT CONTRACTOR
4.1 The Consultant is as an independent consultant and not an agent or
employee of Vitalstate, and the Consultant shall make no
representation as an agent or employee of Vitalstate. The Consultant
shall have no authority to bind Vitalstate or incur other
obligations on behalf of Vitalstate. The Consultant shall be
responsible for all of the Consultant's taxes incurred in the
capacity of independent consultant.
5. GENERAL PROVISIONS
5.1 The preamble and the Schedules attached hereto form an integral part
of the Agreement.
5.2 Nothing in this Agreement shall grant to any party the right to make
commitments of any kind for or on behalf of any other party without
the prior written consent of such other party.
5.3 This Agreement shall be binding upon. and inure to the benefit of
the parties and their respective successors and permitted assigns
and shall be read with all changes in number and gender as may be
required by the context.
5.4 This Agreement shall not be assignable by either of the parties
without the prior written. consent of the other party and any
purported assignment not permitted under this Agreement shall be
void.
5.5 All notices required or permitted to be given hereunder shall be in
writing and shall be delivered either by personal delivery,
registered ,mail or by telecopier or other similar form of
communication and addressed as follows:
(a) In the case of the Consultant, to:
LASAR MULTIMEDIA PRODUCTIONS INC.
4929 Ponsard
Montreal, Quebec H3W 2A6
(b) In the ease of Vitalstate, to:
VITALSTATE CANADA, LTD.
2191 Hampton Avenue
Montreal, Quebec H4A 2K5
Attention: The President
Any notice, consent or other communication given as aforesaid shall
be deemed to have been effectively given and received when delivered
or if sent by telecopy or similar telecommunications device, on the
business day next following receipt of such transmission and
following receipt by the sender of such telecopy or similar
telecommunication of a report printout indicating successful
transmission, or on the date of its delivery, if delivered by
registered mail, messenger or courier, provided that if such
delivery date is not a business day then it shall be deemed to have
been given and received on the business day next following the date
of such delivery. An address may be modified by written notice given
as aforesaid. In the event of interruption, for any reason, of one
or more of the forms of transmissions listed above, the parties
shall use a form which is not so interrupted with the intent that
the addressee receive timely notice of the communication.
5.6 Neither party will issue any press release or other public
announcement relating to this Agreement or any activities related
thereto without the prior written consent of the other party, except
where such announcements are required by law or regulation, in which
the event the parties will use all reasonable efforts to consult
with each other and cooperate with respect to the wording of any
such announcement.
5.7 This Agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the Services and
contains all of the covenants and agreements between the parties
with respect to the rendering of the Services.
5.8 This Agreement shall be governed by and construed in accordance with
the laws of the Province of Quebec and the laws of Canada applicable
therein.
5.9 The parties shall keep the existence of this letter and the terms
contained herein confidential and neither party nor any of its
directors, officers, employees, agents or representatives, where
applicable, shall disclose the existence of this letter or any of
the terns contained herein without the express written consent of
the other party.
5.10 This Agreement has been drafted in the English language at the
express request of the parties. Cette convention a ete redigee en
langue anglaise a la demande explicite des parties.
IN WITNESS WHEREOF, Vitalstate and the Consultant have executed this Agreement, by their duly authorized
representatives, as of the day and year first above written.
VITALSTATE CANADA LTD.
per:
------------------------------- ---------------------------------------------
Witness Name: Tom Torokvei
VITALSTATE, INC.
------------------------------- ---------------------------------------------
Witness Name: Tom Torokvei
LASAR MULTIMEDIA PRODUCTIONS INC.
------------------------------- ---------------------------------------------
Witness Name: James Klein
Title: President
SCHEDULE 1
TO THE CONSULTANT AGREEMENT
Among
VITALSTATE CANADA LTD.
And
VITALSTATE, INC.
And
LASAR MULTIMEDIA PRODUCTIONS INC.
Dated:
August 31st, 2004
SCOPE OF SERVICES
The Consultant hereby agrees, during the Term, to provide the following services (collectively the "Services) to
Vitalstate.
A. Functions. The Consultant shall be available to Vitalstate periodically (but no more than 5 hours per week) for
consultation by phone or by telecopier regarding the general business operations of Vitalstate.
In providing the Services, the Consultant shall:
a) conduct all of his business in its own name, pay all expenses whatsoever related to the operation of its office
and the carrying out of activities and be responsible for the acts and expenses of its employees, if any;
b) abide by the reasonable policies, procedures, rules, regulations, guidelines and instructions which are
established or conveyed by Vitalstate, whether orally or in writing, to the Consultant, as the same may be
amended from time to time, at the sole discretion of Vitalstate (the "Policies");
c) always act in a professional and courteous manner and in accordance with all applicable laws, regulations and
other governmental requirements.
EXHIBIT 21
SUBSIDIARIES OF REGISTRANT
Vitalstate Canada Ltd.
Vitalstate US, Inc.
EXHIBIT 31.1
CERTIFICATIONS
I, Terry Giles, certify that:
1. I have reviewed this annual report on Form 10-KSB of Vitalstate, Inc.
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this annual report;
4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
business issuer and have;
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the period covered by this annual report that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weakness in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.
Date: April 15, 2005 /s/ Terry Giles
-----------------------------------------
Terry Giles
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATIONS
I, Lisa Dalberth, certify that:
1. I have reviewed this annual report on Form 10-KSB of Vitalstate, Inc.
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this annual report;
4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
business issuer and have;
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;
b. Designed such internal control over financial reporting, or caused such control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the period covered by this annual report that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weakness in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in
the small business issuer's internal control over financial reporting.
Date: April 15, 2005 /s/ Lisa Dalberth
--------------------------------------------
Lisa Dalberth
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vitalstate, Inc. (the "Company") on Form 10-KSB for the year ended
December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Terry Giles, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ Terry Giles
-------------------------------
Name: Terry Giles
Title: Chief Executive Officer
Date: April 15, 2005
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vitalstate, Inc. (the "Company") on Form 10-KSB for the year ended
December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Lisa Dalberth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ Lisa Dalberth
-------------------------------
Name: Lisa Dalberth
Title: Chief Financial Officer
Date: April 15, 2005
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