Exhibit 10.27


 


CONSULTING AGREEMENT


 


                THIS AGREEMENT
(the “Agreement”) is made and entered into as of this 7th day of October, 2005,
by and between David Bromberg of KBK Ventures, Inc.,
with offices at 25227 Grogan’s Mill Rd. Suite 125, The Woodlands, Texas 77380,
telephone number 281-296-1667, (“Consultant”) and Sweet
Success Enterprises Inc. (OTCPK: SWTS) with offices at 1250 NE Loop
410, Suite 630,  San Antonio, Texas 78209
 and telephone number 210-824-2496, (“Company”),
collectively the “Parties”.


 


                WHEREAS, the
Parties desire to formalize the terms and conditions under which Consultant
shall provide consulting services to the Company;


 


                NOW, THEREFORE, in
consideration of the mutual promises and covenants herein contained, and other
valid consideration, receipt of which is hereby acknowledged, the Parties agree
as follows:


 


1.                                       Term of Agreement and Renewal


 


The Agreement shall remain in effect from October 7, 2005
through the expiration of a 6-month period, April 7, 2006, and may be renewed
upon the mutual consent of the Parties.


 


2.                                       Nature of Services to be Rendered


 


Consultant shall provide the Company with consulting
services, including, but not limited to; Providing communication services to SWTS by disseminating information to their shareholders and
the investment community, and introducing SWTS to the
various members and components of the investment community; Consultant will
attempt to inform the public of the potential investment merit and potential
for SWTS and its securities, thereby
increasing investor recognition, market liquidity and improve shareholder
value; and Consulting with Company on any other business or financial matter
that Company requests Consultant’s advice.


 


3.                                       Compensation and Expenses


 


As compensation for his consulting services rendered
hereunder, Company shall issue to the Consultant:


 


a)              250,000 (two hundred fifty thousand) Warrants to
purchase shares of the Company’s Common stock with an exercise price of $.80.
The warrants shall be exercisable for a period of 2 years. The shares shall
come with “piggy back registration rights” to be included in any Registration
Statement undertaken by the Company. Consultant shall have the right to “piggy
back” on any registration or offering by the Company without expense or cost to
the Consultant. The shares thereupon shall be unrestricted as to
transferability.


 

















 


4.                                       Independent Contractor


 


Consultant agrees to perform its consulting duties
hereunder as an independent contractor. Nothing contained herein shall be
considered as creating an employer-employee relationship between the parties to
this Agreement. The parties hereto acknowledge and agree that Consultant cannot
guarantee the results or effectiveness of any of the services rendered by
Consultant hereunder. Rather, Consultant shall conduct its operations and
provide its services in a professional manner and in accordance with good
industry practice. Consultant will use its best efforts and does not promise
results.


 


5.                                       Indemnification of Consultant by the
Company


 


The Company shall indemnify and hold harmless
Consultant from and against any and all liabilities and damages in connection
with the Company’s ownership and operation and, without limiting the foregoing,
shall pay the Consultant’s legal fees and expenses if Consultant is named as a
defendant in any proceedings brought in connection with the services to be
provided hereunder.


 


6.                                       Indemnification of the Company by the
Consultant


 


The Consultant shall indemnify and hold harmless the
Company and its principals from and against any and all liabilities and damages
arising out of actions taken by Consultant in connection with his services as
consultant, which actions were not authorized by the Company


 


 


 


 


7.                                       Arbitration


 


Any and all conflicts, disputes and disagreements
arising out of or in connection with any aspect of the Agreement shall be
subject to arbitration in accordance with the rules of The American Arbitration
Association then in effect. Written Notice of Dispute shall be served by either
Party upon the other Party at its address set forth herein, and the arbitration
date shall be set no later than two months from the date such Notice is served.
The dispute shall be submitted to The American Arbitration Association in the
headquarters nearest to the Consultant’s office. The Parties designate any
State or Federal court in the State of Texas as the


 

















 


court in which any arbitration award shall be subject
to confirmation, and will abide by such confirmation.


 


8.                                       Entire Understanding / Incorporation of
other Documents


 


This Agreement contains the entire understanding of
the Parties with regard to the subject matter hereof, superseding any and all
prior agreements or understandings, whether oral or written, and no further or
additional agreements, promises, representations or covenants may be inferred
or construed to exist between the Parties.


 


9.                                       No Assignment or Delegation Without Prior
Approval


 


No portion of the Agreement or any of its provisions
may be assigned, nor obligations delegated, to any other person or party
without the prior written consent of the Parties except by operation of law or
as otherwise set forth herein.


 


10.                                 Survival of Agreement


 


The Agreement and all of its terms shall inure to the
benefit of any permitted assignees of or lawful successors to either Party.


 


11.                                 No Amendment Except in Writing


 


Any notice or 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, address as follows:


 


If to Consultant:


David Bromberg


KBK Ventures Inc


25227 Grogan’s Mill Rd suite
125


The Woodlands, TX 77780


 


If to Company:      William Gallagher, Chief Executive Officer


Sweet Success Enterprises,
Inc.


1250 NE LOOP 410, Suite 630


San Antonio, Texas 78209


 


Either party may change its
address for the purposes of this section by giving notice thereof to the other
party in accordance with this section.


 


12.                                 Waiver of Breach


 


No waiver of any breach of any provision hereof shall
be deemed to constitute a continuing waiver or a waiver of any other portion of
the Agreement.


 

















 


13.                                 Severability of the Agreement


 


Except as otherwise provided herein, if any provision
hereof is deemed by arbitration or a court of competent jurisdiction to be
legally unenforceable or void, such provision shall be stricken from the
Agreement and the remainder hereof shall remain in full force and effect.


 


 


14.                                 Governing Law


 


The Agreement and its provisions shall be construed in
accordance with and pursuant to, and governed by, the laws of the State of
Texas, as applicable to agreements to be performed solely within the State of
Texas, without regard to its conflict- of — laws provisions then in effect.


 


15.                                 No Construction Against Drafter


 


The Agreement shall be construed without regard to any
presumption or other rule requiring construction against the Party causing the
drafting hereof.


 


16.                                 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 information concerning the business and affairs of
the Company or any of its affiliates acquired by the Consultant during the term
of this Agreement, which information is identified by Consultant or its
affiliate as confidential or proprietary or which under the circumstances
surrounding its disclosure ought reasonably to be treated as confidential.
Without limiting the generality of the foregoing, Consultant hereby agrees that
all technical, commercial, strategic, financial and legal information disclosed
to Consultant shall constitute the proprietary and confidential information of
the Company. The Company’s confidential information includes not only written
information but also information transferred orally, visually, electronically
or by any other means. 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 this
Agreement, or at anytime thereafter, communicate or disclose to any person, or
use for its own account or the account of any person, without the 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 of its 


 

















 


affiliates acquired by the
Company during the term of this Agreement, including the names of the investors
identified or introduced by Consultant; provided that the Company shall be free
to communicate with any person or entity that becomes an investor in the
Company to the extent such communications are necessary or appropriate in the
ordinary course of the Company’s business.


 


17.                               Confidentiality:  The parties agree that the terms and existence
of this Agreement shall be kept confidential, unless this information is
required to be disclosed under applicable law or in resolving a dispute between
the parties.


 


 


IN WITNESS WHEREOF, the Parties have executed the
Agreement as of the date first written above.


 


 


 


 


	
  BY:

  	
   

  	
   

  	
  BY:

  	
   

  
	
   

  	
  David Bromberg, President

  	
   

  	
   

  	
  Bill Gallagher, CEO

  
	
   

  	
  KBK Ventures, Inc.

  	
   

  	
   

  	
  Sweet Success Enterprises Inc.