Exhibit 10.28


 


CONSULTANT AGREEMENT


 


This Agreement is made and entered into as of the 1st day of
December, 2005, between Sweet Success Enterprises, Inc. (the “Consultant”) and
CEOcast, Inc. (the “Consultant”)


 


In consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as follows:


 


1.               Purpose.  The Company
hereby employs the Consultant during the Term (as defined below) to render
Investor Relations services to the Company, upon the terms and conditions as
set forth herein.


 


2.               Term.  This
Agreement shall be effective for a six-month period (the “Term”) commencing on
the date hereof.


 


3.               Duties of Consultant.  During the
term of this Agreement, the Consultant shall provide to the Company those
services outlined in Exhibit A. Notwithstanding the foregoing, it is understood
and acknowledged by the parties that the Consultant: (a) shall perform its
analysis and reach its conclusions about the Company independently, and that
the Company shall have no involvement therein; and (b) shall not render advice
and/or services to the Company in any manner, directly or indirectly, that is
in connection with the offer or sale of securities in a capital raising
transaction or that could result in market making.


 


4.               Expenses.  The Company,
upon receipt of appropriate supporting documentation, shall reimburse the
Consultant for any and all reasonable out-of-pocket expenses incurred by it in
connection with services requested by the Company, including, but not limited
to, all charges for travel, printing costs and other expenses spent on the
Company’s behalf.  The Company shall
immediately pay such expenses upon the presentation of invoices. Consultant shall
not incur more than $500 in expenses without the express consent of the
Company.


 


5.             Compensation.  For services to
be rendered by the Consultant hereunder, the Consultant shall receive from the
Company upon the signing of the Agreement: (a) $5,000 (the “Retainer”), which
shall represent the first month’s payment under the Agreement and 125,000
shares of the Company’s fully-paid non-assessable stock.  In addition, the Company shall pay Consultant $5,000
on or before the 1st day of each month during the term of the Agreement,
commencing with the month of January, 2006. 
Company shall also pay consultant’s expenses as outlined in Section 4
promptly.  Company shall grant consultant
“piggyback” registration rights, which shall entitle Consultant to register its
shares in connection with the company’s next registration of Securities, at
company’s expense. 


 


6.               Further Agreements.  Because of
the nature of the services being provided by Consultant hereunder, Consultant
acknowledges that if it may receive access to Confidential Information (as
defined in Section 6 hereof ) and that, as a consultant to the Company, it will
attempt to provide advice that serves the best interest of the Company.  Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with respect to the
Common Stock that it receives. 
Consultant shall, at all times that it is the beneficial owner of such
shares, vote such shares on all matters coming before it as a stockholder of
the Company in the same manner as the majority of the Board of Directors of the
Company shall recommend.


 


7.               Confidentiality.  Consultant
acknowledges that as a consequence of its relationship with the Company, it may
be given access to confidential information which may include the following
types of information; financial statements and related financial information
with respect to the Company and its subsidiaries (the “Confidential Financial
Information”), trade secrets, products, product development, product packaging,
future marketing materials, business plans, certain methods of operations,
procedures, improvements, systems, customer 


 

















 


                        lists, supplier lists and specifications,
and other private and confidential materials concerning the Company’s business
(collectively, “Confidential Information”).


 


Consultant covenants and
agrees to hold such Confidential Information strictly confidential and shall
only use such information solely to perform its duties under this Agreement,
and Consultant shall refrain from allowing such information to be used in any
way for its own private or commercial purposes. 
Consultant shall also refrain from disclosing any such Confidential
Information to any third parties.  Consultant
further agrees that upon termination or expiration of this Agreement, it will
return all Confidential Information and copies thereof to the Company and will
destroy all notes, reports and other material prepared by or for it containing
Confidential Information.  Consultant
understands and agrees that the Company might be irreparably harmed by
violation of this Agreement and that monetary damages may be inadequate to
compensate the Company.  Accordingly, the
Consultant agrees that, in addition to any other remedies available to it at
law or in equity, the Company shall be entitled to injunctive relief to enforce
the terms of this Agreement.


 


Notwithstanding the
foregoing, nothing herein shall be construed as prohibiting Consultant from
disclosing any Confidential Information (a) which at the time of
disclosure.  Consultant can demonstrate
either was in the public domain and generally available to the public or
thereafter becomes a part of the public domain and is generally available to
the public by publication or otherwise through no act of the Consultant; (b)
which Consultant can establish was independently developed by a third party who
developed it without the use of the Confidential Information and who did not
acquire it directly or indirectly from Consultant under an obligation of
confidence; (c) which Consultant can show was received by it after the
termination of this Agreement from a third party who did not acquire it
directly or indirectly from the Company under an obligation of confidence; or
(d) to the extent that the Consultant can reasonably demonstrate such disclosure
is required by law or in any legal proceeding, governmental investigation, or
other similar proceeding.


 


Severability. 
If any provision of this Agreement shall be held or made invalid by a
statute, rule, regulation, decision of a tribunal or otherwise, the remainder
of this Agreement shall not be affected thereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable.


 


8.               Governing Law; 
Venue;  Jurisdiction. 
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York, without reference to principles
of conflicts or choice of law thereof. 
Each of the parties consents to the jurisdiction of the U.S. District
Court in the Southern District of New York in connection with any dispute
arising under this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum  non
conveniens. to the bringing of any such proceeding in such
jurisdictions.  Each party hereby agrees
that if another party to this Agreement obtains a judgment against it in such a
proceeding, the party which obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party
against whom such judgment was obtained, and each party hereby waives any
defenses available to it under local law and agrees to the enforcement of such
a judgment.  Each party to this Agreement
irrevocably consents to the service of process in any such proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
such party at it address set forth herein. 
Nothing herein shall affect the right of any party to serve process in
any other manner permitted by law.  Each
party waives its right to a trial by jury.


 

















 


9.               Miscellaneous.


 


(a)          Any notice or other communication between parties
hereto shall be sufficiently given if sent by certified or registered mail,
postage prepaid, if to the Company, addressed to it at 1250 NE LOOP 410 STE
630, San Antonio, TX 78209 or if to the Consultant, addressed to it at CEOcast,
Inc., 55 John Street, 11th Floor, New York, New York 10038,
Attention: Administrator, facsimile number: (212) 732-1131, or to such address
as may hereafter be designated in writing by one party to the other.  Any notice or other communication hereunder
shall be deemed given three days after deposit in the mail if mailed by
certified mail, return receipt requested, or on the day after deposit with an overnight
courier service for next day delivery, or on the date delivered by hand or by
facsimile with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated above (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received).


 


(b)         This Agreement embodies the entire Agreement and
understanding between the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior arrangements and
understandings related to the central subject matter hereof.


 


(c)          This Agreement has been duly authorized, executed and
delivered by and on behalf of the Company and the Consultant.


 


(d)         This Agreement and all rights, liabilities and
obligations hereunder shall be binding upon and inure to the benefit of each
party’s successors but may not be assigned without the prior written approval
of the other party.


 


                IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date hereof.


 


 


	
   

  	
  SWEET SUCCESS ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CEOCAST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


1.               Non-deal road shows, including meetings with high net-worth
investors, brokers and small-cap fund managers.


2.               Company covered in CEOcast weekly newsletter.


3.               The writing and distribution of press releases to over
275,000 opt-in investors.


4.               Company featured on the Home Page of CEOcast Internet
site for one week each quarter.


5.               Calls to 200 brokers on each news release. These
brokers can buy small-cap securities in particular.


6.               Investor line to handle call volume.


7.               Strategic advice and other customary IR services.


8.               Market surveillance.


9.               Interviews on CEOcast web site.