suncoastnuts1a051908ex10-1.htm


    
      

      

    

    
      Exhibit 10.1

       

      CONSULTING
AGREEMENT

      


                This
Consulting Agreement ("Agreement") is made between SUNCOAST NUTRICEUTICALS,
INC., a Delaware corporation ("Suncoast") and CLIFTON MANAGEMENT AND TRADING,
INC., a New York corporation ("Clifton"), with respect to the
following: 

      


       RECITALS 

      


                WHEREAS,
Clifton is in the business of providing business planning, marketing services
and general financial consulting services to privately held and publicly held
corporations; and 

      


                WHEREAS,
Suncoast is a development-stage company in the suncare, skincare, and
nutriceutical industry, and wishes to retain the services of
Clifton. 

      


       AGREEMENT 

      


                IN
CONSIDERATION of the mutual promises made by Clifton and Suncoast, and the terms
and conditions hereafter set forth, the receipt and adequacy of such
consideration being mutually acknowledged, Clifton and Suncoast therefore agree
to the following: 

      


       1.       TERMS
OF THIS CONSULTING AGREEMENT: 

      


                A.       TERM:
The initial turn shall be for four (4) years commencing upon the date of
execution of this Agreement. 

      


                B.       CONSULTING
SERVICES:  Clifton will provide general assistance to Suncoast in the
areas of business planning, marketing services and general financial consulting
services,  assisting Client in the promotion of the Corporation's day
to day marketing activities; acting as an advisor to Suncoast for and
capital-raising offerings or initiatives undertaken by the
Corporation. 

      


                C.       CONSIDERATION:
For services rendered by Clifton on behalf of Suncoast pursuant to this
Agreement, upon execution of this Agreement, Suncoast shall compensate Clifton
through the issuance to Clifton of 500,000 Shares of Suncoast Common
Stock.  In addition, Clifton shall receive a sales commission equal to
15% of any revenues received by Suncoast through the sales promotion and
marketing efforts of Clifton. 

      


                D.       EXPENSES.
Unless otherwise agreed to in writing, each party shall be responsible for its
own costs with regard to the terms and conditions set forth in this
Agreement. 

      


                E.       EXTENSIONS
AND RENEWALS: This Agreement may be extended ("Extension Period") on an annual
basis by mutual agreement of the parties, following a mutual1y negotiated,
written amendment to this Agreement specifying the new time period, the terms of
the Amendment and Clifton’s compensation for the Extension Period. Notice of
mutually agreed extension amendment must comply with Section
1-F. 


      
        
            


        

        
           1 

          
            

          

        

        
            


        

      


      


                F.       OFFICIAL
NOTICE. All official communications or legal notices shall be given in writing
by registered or certified mail, addressed to the respective party at the postal
address or other address(es) as each party may hereafter designate in writing,
or when sent by facsimile transmission, charges 

       prepaid.
The present addresses of the parties are as follows: 

      


       SUNCOAST
NUTRICEUTICALS, INC. 

       14404
North Road 

       Loxahatchee,
FL 22470 

      


       CLIFTON
MANAGEMENT & TRADING 

       1040
First Ave., #190 

       New
York, NY 10022 

      


      


      
        	
                 2. 

              	
                 CONFIDENTIALITY
      OF PROPRIETARY INFORMATION: 

              


      

      


      
        	
                  
      

              	
                 A. 

              	
                 CONFIDENTIAL
      INFORMATION 

              


      

      


      
        	
                  
      

              	
                 1. 

              	
                 "Confidential
      Information" means any proprietary information, technical data or know-how
      disclosed to Clifton, either directly or indirectly in writing, orally, by
      drawing, or by inspection or other tangible items. Confidential
      information shall include, without limitation, all business, product,
      research and financial plans of Suncoast disclosed to or discussed with
      Clifton. 

              


      

      


      
        	
                  
      

              	
                 2. 

              	
                 Suncoast
      agrees not to use any of Clifton’s confidential information for its own
      uses or for any purpose except to carry out discussions or a business
      understanding between Clifton and
Suncoast. 

              


      

      


      
        	
                  
      

              	
                 3. 

              	
                 Clifton
      agrees not to disclose any of Suncoast’s confidential information to any
      third party and, and that they will take all reasonable measures to
      protect the secrecy of and avoid disclosure or use of Suncoast’s
      confidential information. 

              


      

      


      
        	
                  
      

              	
                 4. 

              	
                 Clifton
      and Suncoast acknowledge that nothing in this Agreement will be construed
      as granting any rights, by license or otherwise, to either party's or any
      of its parent or sibling companies' confidential information, except as
      specified in this Agreement. 

              


      

      


      
        	
                  
      

              	
                 5. 

              	
                 Clifton
      agrees to be bound by the above terms contained in this Section concerning
      Suncoast’s confidential and proprietary information that may be obtained
      in the course of this
Agreement. 

              


      

      


      
        	
                  
      

              	
                 B. 

              	
                 UNAUTHORIZED
      USE: Both parties agree that any unauthorized use of any proprietary
      information whether accidental or otherwise shall be construed as
      intentional and shall be considered a breach of this
      Agreement. 

              


      

      


      
        	
                 3. 

              	
                 ARBITRATION: 

              


      

      


      
        	
                  
      

              	
                 A. 

              	
                 All
      disputes that cannot be settled between the parties together under this
      Agreement, shall be settled by arbitration in accordance with the rules of
      the American Arbitration Association then
  controlling. 

              


      

      


      
        	
                  
      

              	
                 B. 

              	
                 DISPUTES
      SHALL NOT AFFECT AGREEMENT. Disputes, differences or controversies between
      the parties during the term of this Agreement shall not interrupt
      performance of this Agreement. 

              


      

      


      
        	
                  
      

              	
                 1. 

              	
                 In
      the event of any such dispute, difference or controversy this agreement
      shall continue to be in full force, and settlements and payments shall be
      made in the same manner as prior to such dispute, difference or
      controversy, until the matter in dispute has been finally determined
      between the parties. 

              


      

      


      
        	
                 4. 

              	
                 TERMINATION
      OF AGREEMENT: 

              


      

      


      
        	
                  
      

              	
                 A. 

              	
                 BREACH:
      Unilateral termination of this Agreement prior to conclusion of the 3 year
      term shall be considered breach of this
  Agreement. 

              


      

      


      


      
        	
                  
      

              	
                 B. 

              	
                 COSTS
      DUE UPON BREACH: Notwithstanding any breach of this Agreement by Suncoast,
      Clifton shall be entitled to receipt of fees, hard costs, compensation and
      expenses incurred for actual work
performed. 

              


      

      


      
        	
                 5. 

              	
                 CONTROLLING
      LAWS OF AGREEMENT: 

              


      

      


      
        	
                  
      

              	
                 A. 

              	
                 BEST
      EFFORTS BASIS: Clifton agrees that it will at all times faithfully, to the
      best of its experience, ability and talents, perform all the duties that
      may be requried of and from it pursuant to the terms of this Agreement.
      There is no guarantee that its efforts will have any impact on Suncoast’s
      business or that any subsequent financial improvement will result from
      it's efforts. Client understands and acknowledges that the success or
      failure of Clifton’s efforts will be predicated on Client's assets,
      operating results and management
decisions. 

              


      

      


      
        	
                  
      

              	
                 B. 

              	
                 BINDING
      LAW: This Agreement shall be subject to all valid applicable laws, rules
      and regulations of the State of New York. In the event that this
      Agreement, any of its provisions, or its outlined operations are found to
      be inconsistent with or contrary to any such laws, rules or regulations,
      the latter shall control.  Furthermore, if commercially
      practicable, this Agreement shall be considered modified accordingly and
      shall continue in full force and effect as so
  modified. 

              


      

      



      
        
            


        

        
           2 

          
            

          

        

        
            


        

      


      
        	
                  
      

              	
                 1. 

              	
                 Both
      parties reserve the right to meet within a reasonable time and discuss any
      necessary amendments or modifications should the modified Agreement not be
      commercially practicable in the opinion of either party's legal
      counsel. 

              


      

      


      
        	
                  
      

              	
                 2. 

              	
                 In
      the event of litigation or other dispute resolution, this Agreement shall
      be controlled by the laws of the Commonwealth of
      Pennsylvania. 

              


      

      


      
        	
                  
      

              	
                 3. 

              	
                 In
      the event of dispute resolution, disputes, differences, or controversies
      shall be heard in the venue of the Commonwealth of Pennsylvania, County of
      Bucks. 

              


      

      


      
        	
                  
      

              	
                 C. 

              	
                 ENTIRE
      AGREEMENT: This Agreement shall constitute the entire Agreement between
      the parties unless modified by a written amendment signed by all of the
      parties or their successors in interest. There are no other agreements,
      undertakings, restrictions, representations or warranties among the
      parties other than those described and provided for in this Agreement and
      expressly signed by the parties
therein. 

              


      

      


      
        	
                  
      

              	
                 D. 

              	
                 WAIVER:
      Suncoast agrees that Clifton’s failure to enforce any provision or
      provisions of this Agreement shall not in any way be construed as a waiver
      of that provision or provisions, nor shall such failure prevent it from
      thereafter enforcing each and every provision of this
      Agreement. 

              


      

      


      
        	
                 6. 

              	
                 DUE
      DILIGENCE: The parties herein agree to mutually cooperate with each other
      concerning any reasonable requests with respect to pursing proper and
      necessary due diligence. 

              


      

      


      


      
        	
                 7. 

              	
                 CLIFTON
      IS NOT AN AGENT OR EMPLOYEE OF SUNCOAST:  Clifton’s obligations
      under this Agreement consist solely of the services previously described.
      In no event shall Clifton be considered to act as an employee, affiliate
      or agent of Suncoast or otherwise represent or bind Suncoast. For the
      purposes of this Agreement, Clifton is an independent contractor. All
      final decisions with respect to acts of Suncoast, whether or not made
      pursuant to or in reliance on information or advice furnished by Clifton
      in this Agreement, shall be those of Suncoast.  Clifton’s
      employees or agents shall under no circumstances be liable for any expense
      incurred or loss suffered by Suncoast as a consequence of such action or
      decisions. 

              


      

      


      
        	
                 8. 

              	
                 FACSIMILE
      COUNTERPARTS:  This Agreement may be executed in counterpart,
      and an electronic facsimile of the signed Agreement may be executed in
      counterpart. 

              


      

      



      
        
            


        

        
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      SIGNATURES

      


      


       AGREED
TO this 10th day of
November, 2007 

      


       SUNCOAST
NUTRICUETICALS, INC. 

      


      


      


      /S/
Kevin McDonnell

       Kevin
McDonnell 

       President 

      


      


      


       CLIFTON
MANAGEMENT & TRADING, INC. 

      


      


      


      /S/
Seth Fireman

       Seth
Fireman 

       Director 

      


      


      


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