exv10w6



 





Exhibit 10.6




MEDICAL AND WELLNESS CONSULTING AGREEMENT



This Exercise and Well ness Consulting Agreement is made and entered into this 21st day of August,
2006, by and between Teknik Digital Arts, Inc.(“TKNK”), a Nevada Corporation, 7518 Elbow Bend Road
#B-9, P.O. Box 2800-314, Carefree, Arizona 85377 and Craig Phelps (“PHELPS”), of Scottsdale,
Arizona.



WITNESSETH:



WHEREAS, TKNK desires to engage PHELPS to provide the services as set forth in this Agreement, and



WHEREAS, PHELPS is agreeable to provide these services.



NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:




I. SERVICES





	 	A.	 	To provide strategic medical and wellness advisory services to TKNK in the
launch of the Company’s physically interactive video game league.
	 
	 	B.	 	In conjunction with the Services, PHELPS agrees to:






	 	I.	 	Make himself available at the offices of PHELPS or TKNK or at
another mutually agreed upon place, during normal business hours, for reasonable
periods of time, subject to reasonable advance notice and mutually convenient
scheduling.
	 
	 	II.	 	Make himself available for telephone conferences with the
principal officers of TKNK during normal business hours.






	 	C.	 	PHELPS shall devote such time and efforts, as it deems reasonable, under the
circumstances to the affairs of TKNK as is reasonable and adequate to render the
Services contemplated by this Agreement.
	 
	 	D.	 	TKNK will cooperate with PHELPS and promptly provide PHELPS with all
pertinent materials and requested information in order for PHELPS to perform his
Services pursuant to this Agreement.




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II. INDEPENDENT CONTRACTOR 



PHELPS shall be, and in all respects be deemed to be, an independent contractor in the performance
of his duties hereunder.




III. EXPENSES



It is expressly agreed and understood that each party shall be responsible for its own normal and
reasonable out-of-pocket expenses.




IV. COMPENSATION





	 	A.	 	In consideration for providing these Services, TKNK shall pay PHELPS $120,000
in the form of unregistered shares of common stock (141,176 shares) upon the execution
of this Medical and Wellness Consulting Agreement. 1/24th of the shares
(5,882) shall vest each month during the term of this Agreement. One year holding
period starts on the day the shares are issued.
	 
	 	 	 	If this Agreement is terminated, any unvested shares will be returned to TKNK.
	 
	 	B.	 	In consideration for the services to be provided herein, TKNK agrees that it
will remit the agreed-upon stock certificate within five (5) days of both parties
executing this Agreement.






	 	V.	 	TERM AND TERMINATION 




The term of the Agreement will be for 24 months unless terminated sooner. This Agreement may be
renewed upon mutual, written agreement of the parties. Except for the additional compensation
earned by PHELPS, either party may terminate this Agreement at any time with 30 days’ written
notice.





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VI. LEGAL COMPLIANCE 



TKNK agrees that it has in place all policies and procedures to ensure compliance with applicable
securities laws, rules and regulations including, but not limited to:





	 	A.	 	Disclosure requirements regarding the required disclosure of the nature and
terms of PHELPS’s relationship with, including, but not limited to press releases,
publications on its web site, letters to investors and telephone or other personal
communications with potential or current investors.
	 
	 	B.	 	No press release or any other forms of communication to third parties, which
mention both PHELPS and TKNK, shall be released without the prior written consent and
approval of both PHELPS and TKNK.





VII. CONFIDENTIAL DATA 



PHELPS shall not divulge to others, any trade secret or confidential information, knowledge, or
data concerning or pertaining to the business and affairs of TKNK, obtained by PHELPS, as a result
of its engagement hereunder, unless authorized in writing by TKNK.




VIII. OTHER MATERIAL TERMS AND CONDITIONS 





	 	A.	 	INDEMNITY. TKNK and PHELPS shall indemnify, defend and hold harmless each
other from and against any and all claims against either party that arise from this
agreement.
	 
	 	B.	 	PROVISIONS: Neither termination nor completion of the assignment shall affect
the provisions of this Agreement, and the Indemnification Provisions that are
incorporated herein, which shall remain operative and in full force and effect.
	 
	 	C.	 	ENTIRE AGREEMENT. Each of the parties hereby covenants that this Agreement,
is intended to and does contain and embody herein all of the understandings and
agreements, both written or oral, of the parties hereby with respect to the subject
matter of this Agreement, and that there exists no oral agreement or understanding
expressed or implied liability, whereas the absolute, final and unconditional
character and nature of this Agreement shall be in any way invalidated, empowered or
affected. There are no representations, warranties or covenants other than those set
forth herein.
	 
	 	D.	 	ASSIGNMENTS. The benefits of the Agreement shall inure to the respective
successors and assignees of the parties and assigns and




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	 	 	 	representatives, and the obligations and liabilities assumed in this Agreement by he
parties hereto shall be binding upon their respective successors and assigns; provided that
the rights and obligations of PHELPS under this Agreement may not be assigned or delegated
without the prior written consent of TKNK and any such purported assignment shall be null
and void.
	 
	 	E.	 	ORIGINALS. This Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed an original and constitute one and the same agreement.
	 
	 	F.	 	NOTICES. All notices that are required to be or may be sent pursuant to the provision
of this Agreement shall be sent by certified mail, return receipt requested, or by
overnight package delivery service to each of the parties at the addresses appearing
herein, and shall count from the date of mailing or the validated air bill.
	 
	 	G.	 	MODIFICATION AND WAIVER. A modification or waiver of any of the provisions of this
Agreement shall be effective only if made in writing and executed with the same formality
as this Agreement. The failure of any party to insist upon strict performance of any of
the provisions of this Agreement shall not be construed as a waiver of any subsequent
default of the same or similar nature or of any other nature.
	 
	 	H.	 	INJUNCTIVE RELIEF. Solely by virtue of their respective execution of this Agreement
and in consideration for the mutual covenants of each other, TKNK and PHELPS hereby agree,
consent and acknowledge that, in the event of a breach of any material term of this
Agreement, the nonbreaching party will be without adequate remedy-at-Iaw and shall
therefore, be entitled to immediately redress any material breach of this Agreement by
temporary or permanent injunctive or mandatory relief obtained in an action or proceeding
instituted in any court of competent jurisdiction without the necessity of proving damages
and without prejudice to any other remedies which the non-breaching party may have at law
or in equity.
	 
	 	I,	 	 ATIORNEY’S FEES. If any arbitration, litigation, action, suit, or other proceeding is
instituted to remedy, prevent or obtain relief from a breach of this Agreement, in
relation to a breach of this Agreement or pertaining to a declaration of rights under this
Agreement, the prevailing party will recover all such party’s attorneys’ fees incurred in
each and every such action, suit or other proceeding, including any and all appeals or
petitions there from. As used in this Agreement, attorneys’ fees will be deemed to be the
full and actual cost of any legal services actually performed in connection with the
matters involved, including those related to any appeal




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	 	 	 	to the enforcement of any judgment calculated on the basis of the usual fee charged by
attorneys performing such services.
	 
	 	J.	 	INVESTMENT COMPANY STATUS. TKNK represents that it is not an investment
company, registered or unregistered.





APPROVED AND AGREED:




	 	 	 
	Craig Phelps

	 	TEKNIK DIGITAL ARTS INC.
	 
	 	 
	 

	 	John Ward
	 

	 	Chief Executive Officer







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