Exhibit
10.38


Consulting
Agreement


THIS CONSULTING AGREEMENT
(“Agreement”) is entered into this 27th day of December by and between Sweet Success
Enterprises, Inc., (The “Company”), and 3-CD Consulting, LLC (“Consultant”).


RECITALS


The Company desires to enter
into a strategic alliance with the Consultant and Consultant is willing to
provide such assistance with respect to the Services desired in connection with
such alliance.


NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein, the
sufficiency of which is hereby acknowledged by each of the parties.  The Company and Consultant hereby agree as
follows:


1.  Appointment as
Consultant/Scope of Services: 
The Company hereby engages Consultant in connection with the
Services.  Consultant hereby agrees to
perform such consulting services upon the terms and conditions hereinafter set
forth.


2.  Term:  This Agreement shall be for a period of one
(1) year commencing as of the date of this agreement.


3.  Services of the Consultant:  Consultant agrees that during the term of
this agreement, unless this agreement is sooner terminated pursuant to its
terms, consultant shall perform the Services agreed, including more
specifically those services described below. 
(a) The parties agree that the work performed by the Consultant will be
governed by the general terms and conditions of this agreement, which will be
controlling. (b) Consultant agrees to introduce product marketing programs,
retail accounts and other resources to the Company for the purpose of advancing
the Company in its executive summary and business plan.  Consultant also will attempt to recruit
celebrities and do specific strategic launch events approved by Sweet Success.


4.  Compensation:  As compensation for Consultant’s services as
a consultant pursuant hereto, the Company agrees to pay Consultant five hundred
thousand (500,000) cashless warrants exercisable any time after ninety (90)
days from the date of this agreement at a strike price of $1.30 with a 36 month
term for one (1) year of service


5.  Expenses:  Consultant shall be responsible for any and
all expenses incurred in connection with the performance of the services.










 



 


6.  Relationship of the
Parties:  Consultant under
this agreement is and shall act as an independent contractor and not an agent,
servant or employee of the Company. 
Nothing in this agreement shall be construed to imply that the
Consultant or its agents, servants or employees are officers or employees of
the Company.  Consultant shall assume
full responsibility to and for all of its agents and employees under any
federal, state or local laws or regulations regarding employee’s liability,
workers compensation, unemployment insurance, income tax withholding and
authorization for employment as well as any other acts laws or regulations of
similar import.  Consultant hereby
acknowledges and agrees that it shall have no authority to enter into any
contract or agreement or to bind the company except as specifically provided
herein and that in connection with the performance with the services it shall
have no authority to make any representations of any kind.


7.  Non-Disclosure Covenants:  (a) Consultant covenants and agrees that it
will not, at any time during the term of this Agreement, or at any time
thereafter, communicate or disclose to any person, or use for its own account
or for the account of any other person without the prior written consent of the
Company, any confidential knowledge or information concerning any trade secret
or confidential information concerning the business and affairs of the Company
or any of its affiliates acquired by the Consultant during the term of this
agreement.  Consultant will not deliver,
reproduce or in any way allow such information or documents to be delivered by
it or any person or entity outside the Consultant without duly authorized
specific direction or consent of the Company. 
(b) Company covenants and agrees that it will not at any time during the
term of the Agreement, or at any time thereafter, communicate or disclose to
any person or use for its own account or for the account of any person without
prior written consent of the Consultant any confidential knowledge or
information concerning any trade secret or confidential information concerning
the business and affair of the Consultant or any or its affiliates acquired by
the Company during the term of this agreement, including the names of the
investors identified or introduced by Consultant except as required under rules
and regulations of the Securities and Exchange Commission.


8.  Representations and
Warrants of the Consultant: 
Consultant hereby represents and warrants as of the date hereof each of
the following:  (a) Consultant has the
power and authority to enter this agreement and to carry out its obligations hereunder.  The execution and delivery of this agreement
by the Consultant and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by the Consultant and no other
action on the part of the Consultant is necessary to authorize this agreement
and such transaction.  (b) The Consultant
is not nor has he ever been a Licensed Broker or Broker-Dealer.


9.  Representations and
Warranties of the Company: 
Company hereby represents and warrants as of the date hereof each of the
following:  (a) The Company has the
requisite corporate power and authority to enter into the agreement and to
carry out its obligations hereunder after duly obtaining approval of the Board
of Directors and notifying the Company’s investors of this contract.



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10.  Notices:  Any notice of communication to be given under
the terms of this agreement shall be in writing and delivered in person or
deposited certified or registered in the United States mail, postage prepaid,
addressed as follows:


If to Consultant:


3-CD Consulting LLC

4641 E. Bittersweet Way

Springfield, MO 65809


If to Company:


Sweet Success
Enterprises, Inc.

1250 NE Loop 410, Suite 630

San Antonio, Texas 78209


11.  Entire Agreement:
This agreement constitutes and embodies the full and complete understanding and
agreement of the Parties hereto with respect to the subject matter hereof and
supersedes all prior understanding whether oral or in writing and may not be
modified except by writing signed by the Parties hereto.


12.  Arbitration:  The parties shall resolve any disputes
arising hereunder before a panel of three arbitrators selected pursuant to and
run in accordance with the rules of the American Arbitration Association.  The arbitration shall be held in Bexar
County.  Each party shall bear their own
attorney’s fees and costs of such arbitration. 
Disputes under this agreement as well as the terms and conditions of the
Agreement shall be governed in accordance with and by laws of Texas (without
regard to its conflicts of law principals). 
The successful party in the arbitration proceedings shall be entitled to
seek an award of reasonable attorney’s fees from the Arbitrators.


IN WITNESS WHEREOF, This
Consultant Agreement has been executed as of the day and year first written
below,




	
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