Non-circumvention And Non-disclosure Agreement - EYI INDUSTRIES - 8-19-2005

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					NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

This Agreement is made the as of the 14th day of July, 2005,

BETWEEN:

                                           Essentially Yours Industries, Inc.,

a Nevada corporation, having a business located at 7865 Edmonds Street Burnaby, BC, Canada, V3N 1B9


                                                          ("EYI")

                                                OF THE FIRST PART

AND:

Metals & Arsenic Removal Technology, Inc., a North Carolina corporation, having a business located at 3719
Junction Blvd.

                                             Raleigh, North Carolina 27603
                                                      ("MARTI")

                                              OF THE SECOND PART

WHEREAS:

A. MARTI is engaged in the manufacture and sale of water treatment products, which include water filtration
cartridges and systems exclusively designed and manufactured by MARTI for EYI, for the exclusive distribution
and resale by EYI, worldwide;

B. EYI and MARTI (individually, the "Party", and collectively, the "Parties") have entered into a distribution
agreement, titled "Reseller Agreement", made as of May 11, 2005, amended by an amendment agreement made
as of July 14, 2005;

C. The Parties wish to execute this Agreement to protect them on a world-wide basis against the circumvention
of one by the other through unauthorized contacts with a party's business sources during the period covered by
the Agreement, and;

D. The Parties wish to execute this Agreement for their joint protection against the communication of information
that is proprietary in nature, and/or that is intrinsically valuable or is potentially harmful to the business of either of
the parties, if divulged to another.
                                                          2

NOW THEREFORE THIS AGREEMENT witnesses that in exchange for the information the Parties give each
other, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:

1. Each Party covenants with the other Party to refrain from soliciting business and contacts from sources not
their own, which have been made available or introduced are in the future made available or introduced to them
via this Agreement or by the other Party ("Protected Business Contacts"), whether such solicitation is direct or
indirect, without first obtaining the express written permission of the Party who made the original introduction.
Each Party also agrees to refrain from doing business with such Protected Business Contacts without first
obtaining the express written permission of the Party who made the original introduction.

2. The Parties agree to keep confidential the names of any Protected Business Contacts, including purchasers,
suppliers, business prospects, customers, banks, corporations, organizations, individuals, licensors, licensees, or
agents of any of the above, introduced by either of the Parties or by the agent of a Party, to the other. The
identities of these individuals shall remain confidential during the term specified in this Agreement. Information
such as telephone, telex, or facsimile numbers, e-mail addresses, mailing lists, addresses, computer databases and
technical / commercial / financial data, as well as any matter which could reasonably be expected to cause
technical / commercial / financial damages, directly or indirectly, to either of the parties, shall be accorded
confidentiality under this Agreement. All such information is herein referred to as "Confidential Information".

3. Each Party acknowledges to the other that any information to be furnished is, in all respects, confidential in
nature, and that any disclosure or use of same by the Party, except as provided for in this Agreement, may cause
serious harm or damage to the other Party and its owners, directors, officers, employees, agents and
representatives. Therefore, each Party covenants that it will not use the Confidential Information for any purpose
other than as stated above, and agrees that it will not either directly or indirectly by agent, employee or
representative, disclose the Confidential Information either in whole or in part to any third party, without the prior
written consent of the other Party, provided however, that the Confidential Information furnished may be
disclosed only to its legal or financial advisors who require such Confidential Information for the purposes of
evaluating any possible transaction (it being understood that those advisors shall be bound under the terms
contained herein, and shall be informed by the Party of the confidential nature of such Confidential Information
and the terms of this Agreement, and will be directed by the Party to treat the Confidential Information as set out
herein).

4. The aforesaid obligations do not apply to any Confidential Information that is:

(a) publicly known; or
                                                          3

(b) is given to the Party by someone else who is not obligated to maintain confidentiality; or

(c) is required in an SEC filing.

5. Any violation of this Agreement shall entitle the wronged party to compensation for such damage as may be
reasonably shown to have resulted from the violation. In the event that any action is brought to enforce this
Agreement, the prevailing party will be entitled to recover its costs of enforcement including, without limitation,
reasonable legal fees and court costs.

6. The Parties acknowledge and agree that the extent of damage to EYI in the event of a breach by MARTI of
any of the covenants contained in the Agreement will be difficult or impossible to ascertain and that there will be
no adequate remedy in law available to EYI of such breach. Consequently, MARTI agrees that in the event of
such breach, EYI, in addition to receiving damages, will be entitled to enforce any and all covenants contained in
this Agreement by injunctive or other equitable relief.

7. The Parties acknowledge and agree that the extent of damage to MARTI in the event of a breach by EYI of
any of the covenants contained in the Agreement will be difficult or impossible to ascertain and that there will be
no adequate remedy in law available to MARTI of such breach. Consequently, EYI agrees that in the event of
such breach, MARTI, in addition to receiving damages, will be entitled to enforce any and all covenants
contained in this Agreement by injunctive or other equitable relief.

8. This Agreement shall be in effect for a period that is the longer of Five (5) Years from the date of execution of
this Agreement, and the duration of the Reseller Agreement and any extensions thereof, and shall apply to all
transactions executed or initiated during that period. It shall apply to principals and agents and shall include
follow-up contacts, repeats, roll-overs, extensions and renegotiated contracts or the equivalent.

9. All notices, demands or consents required or permitted under this Agreement will be in writing and will be
delivered personally or sent by facsimile or registered mail to the respective parties at the addresses as set out
herein or at such other addresses as may be given by either party to the other in writing.

10. No waiver, amendment or modification of any provisions of this Agreement will be effective unless in writing
and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No
failure or delay by either party in exercising any right, power or remedy under this Agreement accept as
specifically provided in this Agreement will operate as a waiver of any such right, power or remedy.

11. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, they are to that
extent deemed to be omitted and the remaining provisions of this Agreement will remain in full force and effect.
                                                         4

12. This instrument contains the entire Agreement of parties and replaces all previous communications,
representations, understandings and agreements whether verbal or written. This Agreement shall be construed
under the laws of the Province of British Columbia, Canada, without reference to its conflict of laws rules, and
controversies and claims arising from this agreement shall be brought only in the courts of British Columbia,
Canada.

13. Nothing in this agreement affects any previous agreements or understandings of the parties. MARTI has
granted to EYI the following:

(a) certain specialty formulated MARTI products for EYI private label.
(b) all other rights assigned in the agreement dated May 11, 2005.

IN WITNESS WHEREOF the parties have executed this Agreement on the date written above.

ESSENTIALLY YOURS INDUSTRIES, INC.

Per:

                                /s/ Dori O'Neill
                                ------------------------------------------

                                Dori O'Neill
                                ------------------------------------------
                                Name




Executive VP and COO
Title

METAL AND ARSENIC REMOVAL TECHNOLOGY, INC.

Per:

                                /s/ Dennis Mast
                                ------------------------------------------

                                Dennis Mast
                                ------------------------------------------
                                Name




Chief Executive Officer
Title
PROMISSORY NOTE

                                                   August 1, 2005

Jersey City, New Jersey $1,000,000

FOR VALUE RECEIVED, the undersigned, EYI INDUSTRIES, INC., a Nevada corporation (the
"Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street,
Suite 3700, Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal
sum of One Million (U.S.) Dollars and 00/100 ($1,000,000.00) and will be payable pursuant to the following
terms:

1. Amount of Note. The principal amount of this Promissory Note (this "Note") plus interest at the rate of twelve
percent (12%) per annum shall be due and payable in nineteen (19) equal weekly installments of Fifty Thousand
Dollars ($50,000) and one additional installment of Twenty-Seven Thousand Five Hundred Eighty-Five
Thousand Thirteen Dollars and Seventy Cents ($85,013.70) starting on September 5, 2005, provided, however,
and without limiting the forgoing, all amounts due under this Note shall be paid in full within one hundred seventy-
three (173) calendar days from the date hereof, unless an extension is mutually agreed to by the parties in writing.
Failure to pay the obligations in full under this Note within said applicable period shall result in an event of default
and the Holder shall have the right to seek any remedies available to it under this Note or at law. If this Note is
not paid in full when due, the outstanding principal owed hereunder shall be due and payable in full together with
interest thereon at a the rate of twenty-four percent (24%) per annum or the highest permitted by applicable law,
if lower.

2. Waiver and Consent. To the fullest extent permitted by law and except as otherwise provided herein, the
Company waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other person,
and all other requirements necessary to charge or hold the Company liable with respect to this Note.

3. Costs, Indemnities and Expenses. In the event of default as described herein, the Company agrees to pay all
reasonable fees and costs incurred by the Holder in collecting or securing or attempting to collect or secure this
Note, including reasonable attorneys' fees and expenses, whether or not involving litigation, collecting upon any
judgments and/or appellate or bankruptcy proceedings. The Company agrees to pay any documentary stamp
taxes, intangible taxes or other taxes which may now or hereafter apply to this Note or any payment made in
respect of this Note incurred by the Company, and the Company agrees to indemnify and hold the Holder
harmless from and against any liability, costs, attorneys' fees, penalties, interest or expenses relating to any such
taxes, as and when the same may be incurred.
4. Event of Default. Upon an Event of Default (as defined below), the entire principal balance and accrued
interest outstanding under this Note, and all other obligations of the Company under this Note, shall be
immediately due and payable without any action on the part of the Holder, and the Holder shall be entitled to
seek and institute any and all remedies available to it. No remedy conferred under this Note upon the Holder is
intended to be exclusive of any other remedy available to the Holder, pursuant to the terms of this Note or
otherwise. No single or partial exercise by the Holder of any right, power or remedy hereunder shall preclude any
other or further exercise thereof. The failure of the Holder to exercise any right or remedy under this Note or
otherwise, or delay in exercising such right or remedy, shall not operate as a waiver thereof. An "Event of
Default" shall be deemed to have occurred upon the occurrence of any of the following: (i) the Company should
fail for any reason or for no reason to make payment of the outstanding principal balance plus accrued interest
pursuant to this Note within the time prescribed herein or the Company fails to satisfy any other obligation or
requirement of the Company under this Note and/or the Irrevocable Transfer Agent Instructions; or (ii) any
proceedings under any bankruptcy laws of the United States of America or under any insolvency, not disclosed
to the Holder, reorganization, receivership, readjustment of debt, dissolution, liquidation or any similar law or
statute of any jurisdiction now or hereinafter in effect (whether in law or at equity) is filed by or against the
Company or for all or any part of its property.

5. Maximum Interest Rate. In no event shall any agreed to or actual interest charged, reserved or taken by the
Holder as consideration for this Note exceed the limits imposed by New Jersey law. In the event that the interest
provisions of this Note shall result at any time or for any reason in an effective rate of interest that exceeds the
maximum interest rate permitted by applicable law, then without further agreement or notice the obligation to be
fulfilled shall be automatically reduced to such limit and all sums received by the Holder in excess of those lawfully
collectible as interest shall be applied against the principal of this Note immediately upon the Holder's receipt
thereof, with the same force and effect as though the Company had specifically designated such extra sums to be
so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium-free
prepayment or prepayments.

6. Cancellation of Note. Upon the repayment by the Company of all of its obligations hereunder to the Holder,
including, without limitation, the face amount of this Note, plus accrued but unpaid interest, the indebtedness
evidenced hereby shall be deemed canceled and paid in full. Except as otherwise required by law or by the
provisions of this Note, payments received by the Holder hereunder shall be applied first against expenses and
indemnities, next against interest accrued on this Note, and next in reduction of the outstanding principal balance
of this Note.

7. Severability. If any provision of this Note is, for any reason, invalid or unenforceable, the remaining provisions
of this Note will nevertheless be valid and enforceable and will remain in full force and effect. Any provision of
this Note that is held invalid or unenforceable by a court of competent jurisdiction will be deemed modified to the
extent necessary to make it valid and enforceable and as so modified will remain in full force and effect.

                                                          2
8. Amendment and Waiver. This Note may be amended, or any provision of this Note may be waived, provided
that any such amendment or waiver will be binding on a party hereto only if such amendment or waiver is set forth
in a writing executed by the parties hereto. The waiver by any such party hereto of a breach of any provision of
this Note shall not operate or be construed as a waiver of any other breach.

9. Successors. Except as otherwise provided herein, this Note shall bind and inure to the benefit of and be
enforceable by the parties hereto and their permitted successors and assigns.

10. Assignment. This Note shall not be directly or indirectly assignable or delegable by the Company. The Holder
may assign this Note as long as such assignment complies with the Securities Act of 1933, as amended.

11. No Strict Construction. The language used in this Note will be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party.

12. Further Assurances. Each party hereto will execute all documents and take such other actions as the other
party may reasonably request in order to consummate the transactions provided for herein and to accomplish the
purposes of this Note.

13. Notices, Consents, etc. Any notices, consents, waivers or other communications required or permitted to be
given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) trading day after
deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications shall be:

            If to Company:                                EYI Industries, Inc.
                                                          3960 Howard Hughes Parkway, Suite 500
                                                          Las Vegas, NV 89109
                                                          Attention: Jay Sargeant
                                                                     President
                                                          Telephone: (604) 502-5131
                                                          Facsimile: (604) 502-5144

            With Copy to:                                 Kirkpatrick & Lockhart Nicholson Graham
                                                          201 South Biscayne Boulevard, Suite 2000
                                                          Miami, FL 33131-2399
                                                          Attention: Clayton E. Parker, Esq.
                                                          Telephone: (305) 539-3300
                                                          Facsimile: (305) 358-7095




                                                           3
                  If to the Holder:                             Cornell Capital Partners, L.P.
                                                                101 Hudson Street, Suite 3700
                                                                Jersey City, NJ 07302
                                                                Attention: Mark A. Angelo
                                                                Telephone: (201) 985-8300
                                                                Facsimile: (201) 985-8266




or at such other address and/or facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party three (3) trading days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the
time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.

14. Remedies, Other Obligations, Breaches and Injunctive Relief. The Holder's remedies provided in this Note
shall be cumulative and in addition to all other remedies available to the Holder under this Note, at law or in
equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Holder
contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit the Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. Every right and remedy of the Holder under any document executed in connection
with this transaction may be exercised from time to time and as often as may be deemed expedient by the Holder.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that,
in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, and specific performance without the necessity of showing
economic loss and without any bond or other security being required.

15. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal laws of the State of New Jersey, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New Jersey.
Each party hereby irrevocably submits to the exclusive jurisdiction of the Superior Court of the State of New
Jersey sitting in Hudson County, New Jersey and the United States Federal District Court for the District of New
Jersey sitting in Newark, New Jersey, for the adjudication of any dispute hereunder or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.

                                                           4
16. No Inconsistent Agreements. None of the parties hereto will hereafter enter into any agreement, which is
inconsistent with the rights granted to the parties in this Note.

17. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to
any person or entity, other than the parties to this Note and their respective permitted successor and assigns, any
rights or remedies under or by reason of this Note.

18. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE HOLDER TO LOAN TO THE
COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT
AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS
TRANSACTION.

19. Entire Agreement. This Note (including the recitals hereto) and the Irrevocable Transfer Agent Instructions
set forth the entire understanding of the parties with respect to the subject matter hereof, and shall not be
modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party
in connection with the negotiation of the terms hereof, and may be modified only by instruments signed by all of
the parties hereto.

                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                        [SIGNATURE BLOCK APPEARING ON NEXT PAGE]

                                                         5
IN WITNESS WHEREOF, this Note is executed by the undersigned as of the date hereof.

                                      EYI INDUSTRIES, INC.

                                        By: /s/ Jay Sargeant
                                        Name:   Jay Sargeant
                                        Title: President




                                                  6
                     LETTER HEAD OF AGORA INVESTOR RELATION CORP

THIS INVESTOR RELATIONS AGREEMENT made as of the 28th day of July 2005,

BETWEEN:

EYI INDUSTRIES, Inc. a company subsisting under the laws of the State of Nevada and having its office at
7865 Edmonds Street, Burnaby, BC V3N 1B9

                                             ("EYI INDUSTRIES")

AND:

AGORA Investor Relations Corp, a company incorporated in the province of Ontario, and having its head office
at 505 Consumers Road, Suite 912, Toronto, Ontario, Canada, M2J 4V8

                                                  ("AGORA")

WHEREAS:

A. EYI INDUSTRIES requires the services of a corporation capable of providing Investor Relations services
(collectively, the "Services"); and

B. AGORA is ready, willing and able to provide the Services on the terms and conditions set forth in this
Agreement;

NOW THEREFORE in consideration of the mutual covenants contained herein and the sum of $10.00 paid by
each party to the other (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree
each with the other as follows:

1. CONSULTING SERVICES

1.1 Subject to the approval of any governing regulatory authority or stock exchange, if required, EYI
INDUSTRIES shall retain AGORA to provide the Services, the particulars of which are set out in section 4 of
this Agreement, and AGORA shall provide the Services on the terms and conditions of this Agreement.

1.2 AGORA shall have no right or authority, express or implied, to commit or otherwise obligate EYI
INDUSTRIES in any manner whatsoever, except to the extent specifically provided for herein or specifically
authorized in writing by EYI INDUSTRIES.
2. TERM

2.1 The term of this Agreement shall begin on August 1, 2005 and, unless sooner terminated as provided for in
section 7 of this Agreement, shall expire on the July 31, 2006. EYI INDUSTRIES will have the option to renew
this Agreement for an additional Twelve (12) months under the same terms of this Agreement.

3. COMPENSATION

As partial compensation for services under this Agreement, AGORA shall receive monthly cash compensation in
the amount of $US 2,500.00. EYI INDUSTRIES will provide AGORA with 3 post dated cheques at the
beginning of each respective quarter (Aug 1st, Nov. 1st, Feb. 1st, Mar. 1st ).

3.2 As the final component of compensation, EYI INDUSTRIES and AGORA shall enter into an agreement in
which AGORA will be granted warrants to purchase 350,000 common shares of EYI INDUSTRIES, the details
of which are provided in Schedule "B" of this Agreement. The monthly fee and warrant agreement shall constitute
full compensation for AGORA.

3.3 AGORA shall absorb all expenses incurred in providing Services to EYI INDUSTRIES pursuant to this
Agreement.

4. SERVICES TO BE PROVIDED

4.1 AGORA agrees, at its expense, to effect communications between EYI INDUSTRIES and its shareholder
base, prospective investors and the investment community as a whole, the details of which have been clearly
defined in Schedule "A" of this Agreement.

4.2 AGORA agrees, at its expense, to further provide marketing and branding services intended to raise
awareness amongst prospective investors and the investment community as a whole, the details of which have
been clearly defined in Schedule "A" of this Agreement.

4.2 In performing the Services under this Agreement, AGORA shall comply with all applicable corporate,
securities and other laws, rules, regulations, notices and policies, including those of any applicable Stock
Exchange, and, in particular, AGORA shall not:

(a) release any financial or other information or data about EYI INDUSTRIES, which has not been generally
released or promulgated, without the prior approval of EYI INDUSTRIES;

(b) conduct any meetings or communicate with financial analysts without informing EYI INDUSTRIES in
advance of the proposed meeting and the format or agenda of such meeting;

(c) release any information or data about EYI INDUSTRIES to any selected or limited person, entity, or group if
AGORA is aware or ought to be aware that such information or data has not been generally released or
promulgated; and

(d) after notice by EYI INDUSTRIES of filing materials for a proposed public offering of securities of EYI
INDUSTRIES, and during any period of restriction on publicity, AGORA shall not engage in any public relations
efforts not in the normal course without the prior approval of counsel for EYI INDUSTRIES and of counsel for
the underwriter(s), if any.
5. DUTIES OF COMPANY

5.1 EYI INDUSTRIES shall supply AGORA, on a regular and timely basis, with all approved data and
information about EYI INDUSTRIES, its management, products and operations, and EYI INDUSTRIES shall
be responsible for advising AGORA of any facts which would affect the accuracy of any prior data or
information previously supplied to AGORA. EYI INDUSTRIES will make its best efforts to make officers and
executives available for interviews, Q&A sessions and other investor communications. EYI INDUSTRIES will
use its best efforts to respond to reasonable questions put forth by shareholders and prospective investors.

5.2 EYI INDUSTRIES shall contemporaneously notify AGORA if any information or data being supplied to
AGORA that has not been generally released or promulgated.

5.3 EYI INDUSTRIES shall issue a press release, to be drafted by AGORA, announcing the Investor Relations
agreement and include AGORA contact information and instructions for investors to utilize the EYI
INDUSTRIES IR HUB at the end of every subsequent press release.

6. REPRESENTATIONS AND WARRANTIES

AGORA represents and warrants to, and covenants with, EYI INDUSTRIES as follows:

(a) AGORA and its agents, employees and consultants, will comply with all applicable corporate and securities
laws and other laws, rules, regulations, notices and policies, including those of any applicable Stock Exchange;

(b) AGORA will, and will cause its employees, agents and consultants to, act at all times in the best interests of
EYI INDUSTRIES; and

(c) AGORA has not been subject to any sanctions or administrative proceedings by any securities regulatory
authority

7. TERMINATION

7.1 In the event AGORA materially breaches any term of this Agreement, EYI INDUSTRIES may immediately
terminate this Agreement with "cause".

7.2 In the event of termination by EYI INDUSTRIES pursuant to paragraph 7.1, all amounts otherwise payable
to AGORA pursuant to the terms of section 3 shall cease and terminate, including unvested warrants, and
AGORA will return all material provided by EYI INDUSTRIES.

7.3 In the event EYI INDUSTRIES or EYI INDUSTRIES materially breaches any term of this Agreement,
AGORA may immediately terminate this Agreement.

7.4 In the event of termination by AGORA pursuant to paragraph 7.3, or termination of this agreement by EYI
INDUSTRIES without cause, all amounts otherwise payable to AGORA for the remaining and complete term of
this agreement, pursuant to the terms of Section 3, shall become immediately due and payable and AGORA will
return all material provided by EYI INDUSTRIES. In addition, all warrants granted pursuant to the terms of
Section 3 shall not be effected.
8. NOTICE

8.1 Any notice, commitment, election or communication required to be given hereunder by either party to the
other party, in any capacity shall be deemed to have been well and sufficiently given if facsimilied or delivered to
the address of the other party as set forth on page one of this Agreement, or as later amended by either party
from time to time in writing.

8.2 Any such notice, commitment, election or other communication shall be deemed to have been received on the
third business day following the date of delivery.

9. GENERAL

9.1 All references to currency herein are to currency of The United States Of America.

9.2 The rights and interests of the parties under this Agreement are not assignable.

9.3 Time is of the essence of this Agreement.

9.4 This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors, personal representatives, heirs and assigns.

9.5 If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in
any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions will not in
any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or impaired thereby, unless in either case as
a result of such determination this Agreement would fail in its essential purpose.

9.6 The heading and section numbers appearing in this Agreement or any schedule hereto are inserted for
convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement.

9.7 This Agreement shall be construed and enforced in accordance with, and the rights of the parties to this
Agreement shall be governed by, the laws of Ontario and each of the parties hereby irrevocably attorn to the
jurisdiction of the courts of Ontario.
         9.8      AGORA is an independent contractor, responsible for compensation of its
                  agents, employees and representatives, as well as all applicable
                  withholdings therefrom and taxes thereon. This Agreement does not
                  establish any partnership, joint venture, or other business entity or
                  association between the parties.

         9.9      This Agreement shall supersede and replace any other agreement or
                  arrangement, whether oral or written, heretofore existing between the
                  parties in respect of the subject matter of this Agreement.

         9.10     The parties shall promptly execute or cause to be executed all
                  documents, deeds, conveyances and other instruments of further
                  assurance which may be reasonably necessary or advisable to carry out
                  fully the intent of this Agreement.

         9.11     This Agreement may be executed in as many counterparts as may be
                  necessary and by facsimile, each of such counterparts so executed will
                  be deemed to be an original and such counterparts together will
                  constitute one and the same instrument and, notwithstanding the date of
                  execution, will be deemed to bear the date as of the day and year first
                  above written.




IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.

EYI INDUSTRIES, Inc.

                                          /s/ Dori O'Neill
                                          ----------------
                                          Dori O'Neill, COO




AGORA Investor Relations Corp.

                                   /s/ Paul Kondakos
                                   -----------------
                                   Paul Kondakos, Vice President
                                              SCHEDULE "A"

Lead Generation And Awareness

- 2 months of AOL Small Cap Show
- 2 CEO Interviews
- 2 Feature Webcasts
- 4 AGORA E-Mail Bulletins
- 4-8 Presidents Messages
- 12 months of AGORA MarketPlace
- 12 months of AOL Small Cap Centre Headlines
- 12 months of AGORACOM Front Page Headlines
- 5,000 Monthly Front Page Featured Company Spots
- 100,000 monthly Banner Advertising Impressions

DAILY IR MANAGEMENT AND EXECUTION

Customized and Monitored IR Hub - AGORA will create a customized and monitored IR HUB for the purposes
of communicating with current and prospective investors. The EYI INDUSTRIES IR HUB will also contain a
broker fact sheet, complete company profile, EYI INDUSTRIES logo, executive address with a EYI
INDUSTRIES executive, stock chart, delayed quote and e-mail registration for investors and prospective
investors.

Strategy - AGORA will formulate and execute a complete IR strategy in 3-month increments over the next 12
months.

Complete Document Creation and Delivery - AGORA will produce all investor related documents including
press releases, corporate updates, interviews, question and answer (Q&A's) and media advisories. AGORA will
be responsible for delivering all such documents via press release (through your distributor), e-mail and the EYI
INDUSTRIES IR HUB.

Shareholder Communications and Database Management - AGORA will facilitate all daily and regular
communications with current and potential investors including questions, requests for information and other
relevant queries via e-mail and the EYI INDUSTRIES IR HUB. AGORA will manage and update the EYI
INDUSTRIES database on a daily basis, add contacts, delete contacts, track delivery results and manage soft
and hard e-mail bounces to insure an up to date and robust database.

Generate and Deliver Proactive Communications - Developments with respect to the company, its industry,
competitors and related products will serve as the basis for proactive communications with current and
prospective investors. AGORA will produce and deliver proactive communications in 10 -14 day intervals.

                    /s/ D.O.                                                      /s/ P.K.

                    Initials                                                      Initials




EYI INDUSTRIES, Inc. AGORA Investor Relations
                                              SCHEDULE "B"

EYI INDUSTRIES grants AGORA a warrant to purchase 350,000 common shares of EYI INDUSTRIES
Corporation. The option price shall be set at $US 0.06, representing current market prices. EYI INDUSTRIES
warrants that any common stock purchased by AGORA through this warrant agreement will be registered and
free-trading.

The warrants will vest in equal quarterly amounts and stages over the next 12 months. However, AGORA has
elected not to exercise any such warrants until after the first 12 months of service. AGORA will only have the
right to exercise vested warrants early if EYI INDUSTRIES is acquired during the first 12 months of service.

VESTING AND EXERCISE SCHEDULE

AMOUNT              PRICE                 VESTING DATE               FIRST EXERCISE DATE           EXPIRATION

87,500               $.06                 NOV 1, 2005                    AUG 1, 2006               AUG 1, 2008

87,500               $.06                 FEB 1, 2006                    AUG 1, 2006               AUG 1, 2008

87,500               $.06                 MAY 1, 2006                    AUG 1, 2006               AUG 1, 2008

87,500               $.06                 AUG 1, 2006                    AUG 1, 2006               AUG 1, 2008




EYI INDUSTRIES, Inc.

                                              /s/ Dori O'Neill
                                              ----------------
                                              Dori O'Neill, COO




AGORA Investor Relations Corp.

                                       /s/ Paul Kondakos
                                       -----------------
                                       Paul Kondakos, Vice President
CERTIFICATIONS

I, Jay Sargeant, Chief Executive Officer of EYI Industries, Inc. (the "Registrant"), certify that;

(1) I have reviewed this Quarterly Report on Form 10-QSB of EYI Industries, Inc.;

(2) Based on my knowledge, this 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 report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Registrant as of,
and for, the periods presented in this report;

(4) The Registrant's other certifying officers 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)) for the Registrant 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 Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the Registrant'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

c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the Registrant's internal control over financial reporting; and

(5) The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the
internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board
of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant'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 Registrant's
                            internal control over financial reporting.

             Date:         August 19, 2005


                        /s/ Jay Sargeant
             By:        Jay Sargeant
             Title:     Chief Executive Officer
CERTIFICATIONS

I, Rajesh Raniga, Chief Financial Officer of EYI Industries, Inc. (the "Registrant"), certify that;

(1) I have reviewed this Quarterly Report on Form 10-QSB of EYI Industries, Inc.;

(2) Based on my knowledge, this 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 report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Registrant as of,
and for, the periods presented in this report;

(4) The Registrant's other certifying officers 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)) for the Registrant 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 Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the Registrant'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

c) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the Registrant's internal control over financial reporting; and

(5) The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the
internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board
of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant'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 Registrant's
                            internal control over financial reporting.

             Date:         August 19,     2005


                        /s/ Rajesh Raniga
             By:        Rajesh Raniga
             Title:     Chief Financial Officer
CERTIFICATION OF

                                         CHIEF EXECUTIVE OFFICER
                                                PURSUANT TO
                                           18 U.S.C. SECTION 1350,
                                         AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jay Sargeant, Chief Executive Officer of EYI Industries, Inc. (the "Company"), hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best
of my knowledge:

(i) the Quarterly Report on Form 10-QSB of the Company, for the fiscal quarter ended June 30, 2005, and to
which this certification is attached as Exhibit 32.1 (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

By:

                                              /s/ Jay Sargeant
                                              -------------------------------------------
                     Name:                    Jay Sargeant

                     Title:                   Chief Executive Officer

                     Date:                    August    19 , 2005




A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 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.

This certification accompanies the Form 10-QSB to which it relates, is not deemed filed with the Securities and
Exchange Commission and is not to be incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the
Form 10-QSB), irrespective of any general incorporation language contained in such filing.
CERTIFICATION OF

                                         CHIEF EXECUTIVE OFFICER
                                                PURSUANT TO
                                           18 U.S.C. SECTION 1350,
                                         AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Rajesh Raniga, Chief Financial Officer of EYI Industries, Inc. (the "Company"), hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best
of my knowledge:

(i) the Quarterly Report on Form 10-QSB of the Company, for the fiscal quarter ended June 30, 2005, and to
which this certification is attached as Exhibit 32.2 (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

By:

                                                  /s/ Rajesh Raniga
                                                  ------------------------------------
                         Name:                    Rajesh Raniga

                         Title:                   Chief Financial Officer

                         Date:                    August    19, 2005




A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 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.

This certification accompanies the Form 10-QSB to which it relates, is not deemed filed with the Securities and
Exchange Commission and is not to be incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the
Form 10-QSB), irrespective of any general incorporation language contained in such filing.