fs12010ex10vi_nxt.htm


     

    
      Exhibit 10.6

       

       

      ENDORSEMENT
AGREEMENT

      


      This
Endorsement Agreement ("Agreement") is made and entered into effective March 1,
2010, by and between Eddie George (“EDDIE”) and NXT Nutritionals Holdings, Inc.,
a Delaware corporation having offices at 56 Jackson Street, Holyoke, MA
01040,  ("NXT").

      


      WITNESSETH:

       

      WHEREAS,
NXT is engaged in the business of manufacturing, distributing and selling an all
natural alternative sweetener known as ““SUSTA® Natural
Sweetener” (“SUSTA”) and other products (collectively,
“Products”);

      


      WHEREAS,
NXT desires to obtain, and EDDIE desires to grant: (1) a license to use his
name, fame, image and athletic renown in connection with the advertisement,
promotion and sale of SUSTA and the Products; (2) a license to the use
trademarks owned by EDDIE; and (3) certain other personal services of
EDDIE.

      


      WHEREAS,
EDDIE has agreed to authorize such use and provide such services upon the terms
and conditions contained below.

      


      NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      


      1.           Term. This Agreement
shall remain in full force and effect from March 1, 2010 to February 28, 2011
(“Term”).

      


      2.           Grant of
Endorsement.

      


      
        
           


        

        
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      A.           EDDIE
hereby grants to NXT the right and license, during the Term of the Contract and
within the United States, to use EDDIE’S name, fame, autograph, voice, video, TV
or film portrayals, facsimile or original signature, photograph, likeness and
image or facsimile image, which are owned by EDDIE and provided to NXT and any
other likeness of, or means of endorsement by, EDDIE used in connection with the
advertising, promotion and sale of SUSTA and the Products (the
“Endorsement”)

       

      The
Endorsement will be used solely in connection with the advertisement, promotion,
public relations and sale of SUSTA and the Products, in all forms of media,
including, without limitation, the internet.

       

       EDDIE
agrees that during the Term, he will not grant any rights identical or similar
to the rights granted to NXT under this Agreement to any entity for the purpose
of directly or indirectly promoting or advertising sweeteners and yogurt
smoothies. It is understood that the Endorsement may not be used for any purpose
not otherwise explicitly agreed upon by the parties.

       

      B.           Except
as otherwise provided herein, EDDIE shall retain all right, title and interest
in and to the such trademarks and other intellectual property (“Trademarks”) he
owns and shall not be prevented from using, permitting or licensing others to
use his endorsement and any of the Trademarks in connection with the
advertisement, promotion or sale of any product or service, except as otherwise
restricted herein.

      


      C.           NXT
agrees that it shall promptly notify EDDIE in writing of any actual or
threatened unauthorized use, misappropriation, infringement, dilution or other
violation or impairment by third parties of the Trademarks or the Endorsement
(“Infringement”).  EDDIE shall have the sole right to determine
whether any action shall be taken to pursue such Infringement.

      


      D.           The
parties acknowledge and agree that all materials produced in connection with
this Agreement, including all advertising and promotional materials, trademarks,
phrases, words, music, titles or characters therein, (the "Materials") shall be
and remain the absolute and exclusive property of NXT, any Materials that
include or embody the Trademarks shall be and remain the absolute and exclusive
property of EDDIE and that with respect to the Materials, NXT shall retain the
entire worldwide copyright thereto, all other intellectual property rights and
all applications, registrations, renewals and extensions thereof and all
underlying materials created in connection therewith, and with respect to the
Trademarks, EDDIE shall retain the entire worldwide copyright
thereto.

      


      
        
           


        

        
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      3.             Personal Services. To
facilitate NXT's usage of the exclusive right and license to the Endorsement and
to the Trademarks, EDDIE agrees to provide the personal services (“Services”) as
set forth on Attachment 1 hereto.

       

      A.        
NXT agrees as follows with regard to each of the Services of EDDIE under this
Paragraph 4:

      


      (i)    Pay all reasonable
out-of-pocket travel, hotel accommodations and transportation expenses incurred
by EDDIE;

      


      (ii)    Give EDDIE reasonable
advance notice of the time and place NXT desires EDDIE to appear;

      


      (iii)   All Services of EDDIE shall
be provided at mutually agreeable times, dates and locations and the parties
will act in good faith to mutually agree upon the dates, times and locations
that will accommodate EDDIE’S professional and personal schedule;

      


      B.          NXT’s
Advertising/Promotion Campaign utilizing EDDIE may include radio, television,
online, and print advertising, print materials (photographs, pictures, stills as
generally used in the course of an advertising campaign), public relations and
press materials, visual presence on the Internet sites of NXT and social
networking sites, in-store point-of-purchase material, and also may include
signed editorial and blog and Twitter entries by NXT to be mutually agreed
upon.

      


      4.           Remuneration. In
consideration of the rights granted and the Services to be performed by EDDIE,
NXT shall issue 20,000 fully vested shares of common stock of NXT, par value
$0.001 per share, to EDDIE on March 1, 2010. All stock certificates shall be
forwarded to the address herein.  Commencing on April 1, 2010, NXT
shall issue an additional 20,000 shares per month for five (5) consecutive
months (the aforementioned 120,000 shares of common stock of NXT shall
collectively be referred to herein as the “Compensation Shares”). NXT agrees at
its sole cost and expense to cause the issuance of the Compensation Shares to be
registered under a Form S-8 Registration Statement on or before March 1, 2010.
Until the first 20,000 Compensation Shares are fully registered and delivered to
EDDIE: (i) the grant of Endorsement shall not be effective, and (ii) EDDIE shall
not be obligated to perform any services under this Agreement,

       

      
        
           


        

        
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      B.           NXT
represents and warrants the following in connection with the issuance and
delivery of the Compensation Shares:

      


      (i)             NXT
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted.  NXT is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its business or properties.

       

      (ii)             All
corporate action on the part of NXT, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement, the
performance of all obligations of NXT hereunder, and the authorization, issuance
(or reservation for issuance), and delivery of the Compensation Shares being
sold hereunder has been duly authorized and approved.

      


      (iii)           The
Compensation Shares being issued to EDDIE hereunder, when issued, sold and
delivered in accordance with the terms of this Contact, will be duly and validly
issued, fully paid, and nonassessable, and will be free of restrictions under
applicable state and federal securities laws.

       

      (iv)           No
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of NXT is required in connection with the
consummation of the transactions contemplated by this Contract.

       

      (v)           The
execution, delivery and performance of this Agreement are not prohibited by, and
will not violate or conflict with, any provision of the certificate of
incorporation or bylaws of NXT, or of any law or any order, writ, injunction or
decree to which NXT is subject, or any provision of any contract to which NXT is
a party.  No consent of any governmental body is necessary on the part
of NXT for the consummation by NXT of the transactions contemplated by this
Contract.

       

      
        
           


        

        
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      (vi)           NXT
has filed with the Securities and Exchange Commission (the “SEC”), all forms,
reports, schedules, statements and other documents required to be filed by it
under the Exchange Act (collectively, the “SEC Documents”).

       

      C.           EDDIE
agrees (i) that he shall not sell any of the Compensation Shares until May 1,
2010 and (ii) that he shall not sell more than 5,000 Compensation Shares on any
day nor more than 20,000 Compensation Shares in any single calendar
month.

       

      D.           In
connection with the issuance of the Compensation Shares, EDDIE hereby makes the
following representations to NXT regarding the Compensation Shares:

      


      (i)    EDDIE has
substantial experience in evaluating and investing in private transactions of
securities in companies similar to NXT and EDDIE acknowledges that he can
protect his own interests EDDIE, or his advisors, have such knowledge and
experience in financial and business matters so that he is capable of evaluating
the merits and risks of his acceptance of all of the Compensation Shares of NXT
as compensation or otherwise.

      


      (ii)    EDDIE is an
“accredited investor” within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act.

      


      (iii)    EDDIE
understands that all books, records, and documents of NXT relating to it have
been and remain available for inspection by him or his business and financial
advisors upon reasonable notice. EDDIE confirms that all documents requested
have been made available, and that he or such advisors have been supplied with
all of the information concerning NXT that has been requested. EDDIE confirms
that he or his advisors have obtained sufficient information, in his and their
judgment to evaluate the merits and risks of receipt of the Compensation Shares
as compensation or otherwise. EDDIE confirms that he has had the opportunity to
obtain such independent legal and tax advice and financial planning, as he has
deemed appropriate prior to making a decision to enter this
Agreement.  In making each such decision, EDDIE has relied exclusively
upon his experience and judgment, or that of such advisors, upon such
independent investigations as it, or they, deemed appropriate, and upon
information provided by NXT in writing or found in the books, records, or
documents of NXT.

      


      
        
           


        

        
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      (iv)    EDDIE is
aware that the economic ownership of the Compensation Shares is highly
speculative and subject to substantial risks, and that he is capable of bearing
the high degree of economic risk and burdens of this venture, including, but not
limited to, the possibility of a complete loss, the lack of a sustained and
orderly public market, and limited transferability of the Compensation Shares,
which may make the liquidation thereof impossible for the indefinite
future.

      


      5.Representations,
Warranties and
Additional Covenants.

      


      A.           EDDIE
warrants and represents to NXT that he is not a party to any agreement that
would prevent or limit his performance under this Agreement.

       

      B.           NXT
hereby represents, warrants and covenants that: (i) NXT has the full power and
authority to enter into this Contract; (ii) NXT has not made any agreement or
commitment with any third party which prevents or interferes in any way with the
performance of its obligations herein and has the capacity and full authority to
enter into this Agreement; (iii) at all times SUSTA and the Products shall be of
high quality, free of material defects, consistent with industry standards, and
shall comply with all applicable laws (including, but not limited to, any and
all applicable FDA and FTC rules and regulations) and be manufactured in
accordance with industry practices; and (iv) all advertising and promotional
materials used by NXT in connection with the sale of SUSTA and the Products will
comply with all national, state, local and other laws, regulations, rules and
standards having applicability thereto and will not harm the image, goodwill,
reputation or business interests of EDDIE.

       

      C.           NXT
shall not have any right to use the Endorsement or the Trademarks of EDDIE or
any sale or barter of merchandise or other like commercial tie-ins.

       

      D.           NXT
agrees and acknowledges that: (i) it will not attack the rights, title or
interest of EDDIE in and to the Trademarks and it will not incur or create any
expenses chargeable to Eddie. NXT further agrees not to challenge or assist any
third party in challenging the ownership, validity or enforceability of the
Trademarks.

      


      
        
           


        

        
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      6.           Right of Termination by
EDDIE. EDDIE shall have the right to terminate this Agreement immediately
upon written notice to NXT in the event that:

       

      A.           NXT
is adjudicated as insolvent or declares bankruptcy;

       

      B.           NXT
fails in any obligation to timely deliver the Compensation Shares due under this
Agreement, and within fifteen (15) days following NXT's receipt of written
notice of such failure NXT has not rectified such failure;

       

      C.             NXT
breaches any other material term of this Agreement, which breach NXT has failed
to cure within thirty (30) days after NXT's receipt of EDDIE’S written notice of
such breach.

      


      7.           Right of Termination by
NXT.   NXT shall have the right to terminate this
Agreement immediately upon written notice to EDDIE in the event
that:

      


      A.            EDDIE
is convicted of a felony involving moral turpitude under any Federal, state or
local laws. Any termination pursuant to this subparagraph shall become effective
on the thirtieth (30th) day next following the date of receipt by EDDIE of NXT's
written intention to so terminate;

       

      B.            EDDIE
dies during the Term of the Contract;

       

      C.            EDDIE
becomes permanently disabled to the extent that he is precluded from rendering
the services required hereunder;

       

      D.             EDDIE
breaches any material term of this Contract which breach EDDIE fails to cure
within thirty (30) days after EDDIE’S receipt of NXT's written notice of such
breach; or

       

      E.             EDDIE
commits any act or makes any statement that materially disparages NXT, its
subsidiaries, its CEO or SUSTA.

      


      As of the
effective date of a termination by NXT due to EDDIE’S breach, EDDIE shall not be
entitled to any further remuneration hereunder.

      


      
        
           


        

        
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      8.           Indemnity.

       

      A.           NXT
agrees to indemnify EDDIE and defend and hold him harmless with respect to any
claims, losses, damages, liabilities, costs and expenses, including attorneys'
fees, and any other amounts ("Damages"), with respect to the promotion and sale
of SUSTA and the Products and any action that is related to NXT’s existence as a
publicly traded company.

      


      B.           EDDIE
agrees to indemnify, defend and hold NXT, and its directors, officers,
shareholders, employees and representatives, harmless from all Damages arising
out of or in connection a breach of this Agreement by EDDIE.

      


      9.           Relationship. EDDIE’S
performance of the Services for NXT hereunder is as an independent contractor.
Nothing in this Agreement shall be construed as establishing an
employer/employee, partnership, or joint venture relationship between EDDIE and
NXT.

       

      10.           Waiver. The failure
at any time of either party to demand of the other strict performance of any of
the terms, covenants or conditions set forth herein shall not be construed as a
continuing waiver or relinquishment thereof, and either party may, at any time,
demand strict and complete performance by the other of such terms, covenants and
conditions. No waiver is valid unless in writing signed by both
parties.

      


      11.           Severability. If any
provision of this Agreement shall be declared illegal, invalid, void or
unenforceable by any judicial or administrative authority, the validity of any
other provision and of the entire Agreement shall not be affected
thereby.

       

      12.           Paragraph Captions.
Paragraph and other captions contained in this Contract are for reference
purposes only and are in no way intended to describe, interpret, define or limit
the scope, extent or intent of the Contract or any provision
hereof.

      


      
        
           


        

        
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      13.           Notices. Any notice,
submission or other communication to be given hereunder shall be delivered by
hand (in which case receipt is deemed to occur on the same day if delivered
during business hours, otherwise the next business day), sent by facsimile (with
a copy sent by first class mail) (in which case receipt is deemed to occur on
the same business day if receipt of the fax copy is confirmed, otherwise three
(3) business days after mailing), sent by overnight courier (in which case
receipt is deemed to occur the next business day) or sent by registered or
certified mail, return receipt requested (in which case receipt is deemed to
occur three (3) business days after mailing) to the parties at the addresses
designated below or such other addresses as either party may designate to the
other in accordance with the provisions hereof.

      


       

      
        	NXT:  	NXT Nutritionals
      Holdings, Inc.
	 	
                56 Jackson
      Street

                Holyoke,
      MA 01040

                Attn:
      Chief Executive Officer

              
	 	
                 

                 

                 

              
	 	With a copy
      to:
	 	
                Anslow
      + Jaclin,  LLP

                195
      Route 9 South, Suite 204

                Manalapan,
      New Jersey 07726

                Attn:
      Kristina L. Trauger, Esq.

                Fax:
      (732) 577-1188

              


      

       

      EDDIE:

      


      14.           Assignment. EDDIE
shall not assign or delegate his obligations under this Agreement.

      


      
        
           


        

        
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      15.           Entire Contract. As
of the effective date hereof, this Contract shall constitute the entire
understanding between EDDIE and NXT and cannot be altered or modified except by
a written agreement, signed by both parties.

      


      16.           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to its principles of conflicts of
law.

      


      17.           Dispute Resolution.
The parties agree that any dispute, claim or controversy arising out of or
related to this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of the scope or
applicability of this agreement to arbitrate, shall be determined by arbitration
in Holyoke, Massachusetts before three arbitrators. The arbitration shall be
administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures. Judgment on the Award may be entered in a court having jurisdiction.
This clause shall not preclude the parties from seeking provisional remedies in
aid of arbitration from a court of appropriate jurisdiction and as otherwise
permitted by Paragraph 13 hereof. The arbitrators shall have authority to award
any remedy or relief that a court of the State of Massachusetts could grant in
conformity to applicable law. Any arbitration award shall be accompanied by a
written statement containing a summary of the issues in controversy, a
description of the award, and an explanation of the reasons for the award. The
arbitrators' award shall be final and judgment may be entered upon such award by
any court. The arbitrators shall award attorneys’ fees and costs to the
prevailing party.

      


      18.           Survival.  The
following terms and conditions shall survive the expiration or termination of
this Contract: 5, 6, 7, 8, and 17.

      


      19.           Signatures.   This
Contract may be signed by facsimile or electronic means and may be executed in
two or more counterparts, each of which shall constitute an original but when
taken together shall constitute one agreement.

      


      [Signature Page
Follows]

       

      
        
           


        

        
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      IN WITNESS WHEREOF, the
parties hereto have duly executed this Contract effective the date first above
written.

      


       

      
        	NXT
      NUTRITIONALS HOLDINGS, INC.	 
	 	 
	By: 	/s/Francis
      McCarthy	 
	 	FRANCIS
      MCCARTHY	 
	 	President Chief Executive Officer	 
	 	
                 

                 

              	 
	 	/s/ Eddie George	 
	 	Eddie
      George	 


      

       

      
        
           


        

        
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      ATTACHMENT
1

      (LIST OF
SERVICES)

      


      1.  Make
up to 4 personal appearances in Kroger Grocery Stores in the Columbus, Ohio
market for the purpose of promoting the sale of SUSTA.  Each of these
appearances will last up to 2 hours and will occur on 2 separate
occasions.

      


      2.  By
March 1, 2010, give a telephone interview to NXT’s public relations firm, the
duration of which will last up to 30 minutes.

      


      3.  Conduct
interview with up to 2 Columbus-based radio stations for the purpose of
promoting SUSTA.

      


      4.  Provide
to NXT quotes, photographs, video and other media to be used on NXT’s
website.

      


      5.  Sign
up to 20 items of sports memorabilia to be used for charity auctions, gifts for
employees of Kroger, and promotional gifts to customers.  The items
will be supplied by NXT.

      


      6.  Provide
a photograph capable of being used in point-of-sale promotional materials and
other related advertising of SUSTA.

      


      7.  Appear
in a video to be used by NXT on its website and other media.  The
video session will be filmed at a location convenient to EDDIE’S
home.

      


      8.  Introduce
SUSTA and Healthy Dairy Yogurt Smoothies to the “Dr. Oz” television show and
tie  the product into the weight-loss segment in future shows on which
EDDIE appears.

       

       

       

      12