Exhibit 10.19


 


Eastgate
Associates Ltd


114
Old Country Road


Suite LL68


Westbury,
NY 11501


 


March 29,
2006


 


Earnest
Mathis, Jr.


VitaCube
Systems Holdings, Inc.


480
South Holly Street


Denver,
CO 80246


 


Re:          Consulting Arrangement


 


Dear
Mr. Mathis:


 


We
(“EGA”) are looking forward to having the opportunity to assist VitaCube
Systems Holdings, Inc. (“PRH”) in the development of its Investor
Relations programs. I am including a list of our services as well as our fee
structure. This agreement (“Agreement”) is for a six-month period.


 


The
consulting services (the “Services”) to be performed by EGA will be performed
on a best efforts basis and will include, without limitation:


 


(i)                                     providing assistance in establishing
relationships with NASD and NYSE member firms;


(ii)                                  providing assistance in establishing
relationships with institutions;


(iii)                               structuring and implementing investor
relations programs;


(iv)                              providing assistance in identifying corporate
candidates for mergers and acquisitions, and sources of private and institutional
funds, when so requested by PRH. EGA will be entitled to additional
compensation under such terms as may be agreed to by the parties.


 


In
each instance, EGA will render such Services as to which EGA and PRH mutually
agree. EGA will exert its best efforts to accomplish the goals agreed to by EGA
and PRH. EGA shall render the Services described in the above-referenced section without
any direct supervision by PRH and at such time and place and in such manner
(whether by conference, telephone, letter or otherwise) as EGA may determine.


 


The
advisory fees for EGA to assist in the aforementioned Services are as follows:


 


1.             On the first day of each month, PRH shall pay
to EGA $7,500 by overnight mail or wire. This will take place for each of the
Agreement months.


 


2.             On the first day of each month, PRH shall
issue EGA 12,500 warrants of PRH exercisable at $2.00 US. The underlying shares
(“Restricted


 

















 


Sanford D. Greenberg

Earnest Mathis, Jr.

February 20, 2006


 


Securities”) will carry
piggyback registration rights and cashless rights at the option of PRH.


 


3.             PRH shall reimburse EGA for all out-of-pocket
expenses directly attributable to Services rendered. All expenses are subject
to prior approval by PRH.


 


4.             Upon consent from PRH, the shares given as
compensation as well as the cash consideration shall be transferable within the
network of EGA.


 


5.             In the event that EGA introduces PRH to a
Funding Source which results in any type of funding within twelve (12) months
of the introduction of the Funding Source, EGA is entitled to a Finders’ Fee to
be determined at that time. The above paragraph also pertains to any merger
and/or acquisition candidate.


 


6.             EGA agrees that during the term of this
Agreement and thereafter, EGA shall take all steps necessary to hold the
Proprietary information (as defined below) in trust and confidence, shall not
use such Proprietary Information in any manner or for any purpose except as
expressly set forth in this Agreement and shall not disclose any such
Proprietary Information to any third party without first obtaining the express
written consent of PRH on a case-by-case basis; provided, however, that EGA may
disclose certain Proprietary Information, without violating its obligations
under this Agreement, to the extend such disclosure is required by a valid
order of a court or other governmental body having jurisdiction, provided that
EGA provides PRH with reasonable prior written notice of such disclosure and
uses commercially reasonable efforts to obtain, or to assist PRH in obtaining a
protective order preventing or limiting the disclosure and/or requiring that
the Proprietary Information so disclosed be used only for the purposes for
which the law or regulation required or for which the order was issued. For
purposes of this Agreement, “Proprietary Information” means any and all
confidential and/or proprietary information regarding PRH or any of its
subsidiaries and/or affiliates and their current and proposed business and
operations, including , without limitation, information pertaining to their
current or forecasted capital structure, equity or debt financing or investment
activities, strategic plans, current or proposed products or services,
investors, employees, directors, consultants, and other business and contractual
relationships provided, however, that information received by EGA shall not be
considered to be Proprietary Information if EGA can demonstrate with competent
evidence that such information has been published or is otherwise readily
available to the public other than by breach of this Agreement. This provision
shall survive expiration and/or termination of this Agreement.


 


7.             PRH agrees to indemnify and hold EGA harmless
from any loss, costs or expenses incurred as a result of or arising out of EGA
dissemination or publication of any documents or literature issued or approved
in writing by PRH


 


2

















 


in the event that it is established by a court of
competent jurisdiction that such materials contain material misrepresentations,
omissions or false or misleading information or does not state any material
facts necessary to prevent a statement that is false and/or misleading.


 


8.             EGA agrees to indemnify and hold PRH harmless
from any loss, costs or expenses incurred as a result of or arising out of EGA dissemination
or publication of any documents or literature not issued or approved in writing
by PRH in the event that it is established by a court of competent jurisdiction
that such materials contain material misrepresentations, omissions or false or
misleading information or does not state any material facts necessary to
prevent a statement that is false and/or misleading.


 


9.             This Agreement may be terminated by either
party after the first six months of service upon fifteen (15) days’ prior
written notice.


 


10.           It is understood that EGA is not registered
at this time as either a registered representative, or broker-dealer, and that
the Services to be performed by EGA shall not include the offering of sale on
behalf of PRH, any affiliate of PRH or any other person, any securities,
including, without limitation, stock in PRH. EGA shall not be required to
perform any Services enumerated hereunder if, under the circumstances at the
time such Services would be rendered (including, without limitation, any
offering or sale of securities by PRH or any affiliate of PRH at or about the
same time), performance of such Services might reasonably be considered to
constitute participation, direct or indirect, in any offering or distribution
of securities.


 


11.           EGA’s duties are restricted to the
distribution of factual information on behalf of PRH and shall not make any
recommendation with respect to the purchase or sale of any security of PRH. EGA
will refer all questions regarding the possible purchase or sale of any
security of PRH to a registered representative, broker-dealer or advisor.


 


12.           Notwithstanding that EGA is providing its
Services hereunder as an independent contractor and not an employee of PRH, EGA
shall operate with the same fiduciary responsibilities to PRH as if he were an
executive employee of PRH. EGA shall spend no less time per week than is
required to accomplish all goals and purposes as set forth herein.


 


13.           This Agreement is made and shall be governed
and construed in accordance with the laws of the State of Colorado.


 


The
term of this Agreement is set to begin on February 15, 2006.


 


3

















 


Accepted
and agreed to this 29th day of March, 2006.


 


 


	
  PRH

  	
  EGA

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Earnest Mathis, Jr.

  	
   

  	
  /s/ Stephen Jaloza

  	
   

  
	
   

  	
   

  
	
  Chief Executive Officer

  	
  Chairman

  
	
   

  	
   

  
	
  Vitacube Systems Holdings, Inc.

  	
  Eastgate Associates Ltd

  
				



 


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