Exhibit 10.32


 


Consulting
Agreement


 


THIS CONSULTING AGREEMENT (“Agreement”) is
entered into this 21st day of January, 2006 by and between Sweet
Success Enterprise, Inc. a Nevada corporation with its principal office located
at 1250 NE Loop, Suite 630 San Antonio, Texas 78209 (“The Company”), and  Chandrasekhar Mallangi with his principal
office located at 126 Lakeview Court, Martinez, GA 30907 . (“Consultant”).


 


RECITALS


 


A.                                   Consultant,
through professional experience as well as the expenditure of considerable
money, time and effort, has created and developed, and is continuing to improve
an efficient system for providing his services (The “Services”) to private and
public companies.


B.                                     The Company
desires to obtain the assistance of Consultant, and Consultant is willing to
provide such assistance, with respect to the Services.


 


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
of 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. Consultant
acknowledges that its engagement by the Company as a consultant is on a
non-exclusive basis, and the Company may engage any other consultant or other
parties to perform some or all of the services described herein.


 


2.               Term:  This Agreement shall be for a period of nine
(9) months commencing on the date of this Agreement.  This agreement may be cancelled by either
party for any reason with 30 days written notice.


 


a.               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 use its best efforts to perform the following services
in a timely manner: (a) Assist in the formulation of 12 of the Complete Fuel
Beverages; (b) Assist in preparing co packing batch specifications; (c) Assist
in development of labeling panels in regards to ingredient, vitamin &
mineral facts & nutritional facts.; (d) Supervise production of new
products;(e) make any recommendations or give advice to the Company with
respect to production and product development of Sweet Success Complete fuel.


 

















 


3.               Compensation:  As
compensation for Consultant’s services as a consultant pursuant hereto, the
Company agrees to pay Consultant 40,000 options of its common stock under the
following terms: (a) 20,000 options at $1.10 cents. (b) 20,000 options at $1.50.
Both options (a) & (b) expire on December 31, 2010. Upon the commencement
of the consulting agreement the company will pay the consultant $18,000 as an
engagement fee. Further and in addition, after the company completes it’s next
financing above $2,000,000 the consultant shall begin to receive credit for
$4,000 per month beginning February 21, 2006 for the following 9 months. Any
hours exceeding 50 hours per month can be billed to the Company at a rate of
$80 per hour not to exceed 15 hours of addition consulting.  Payments to the consultant will not begin to
be made until company receives financing. Once the minimum financing has
occurred the consultant will receive all engagement and consulting fees owed to
the consultant from the commencement date of this consulting agreement to the
date of the financing.  The company
believes financing will take place by late February 2006.


 


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


 


5.               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 its agents
and employees under any federal, state, or local laws or regulations regarding
employees’ 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 in any
manner whatsoever.  In addition,
Consultant agrees that in connection with the performance of the services it
shall have no authority to make any representations of any kind on behalf of
the Company.


6.               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.


 


7.               Representations and Warrants of 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
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 Consultant, and no other action on the part of the Consultant is
necessary to authorize this Agreement and such transaction.


 


8.               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 this Agreement and to carry out its obligations hereunder.  The execution and deliver of this Agreement by
the Company and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by the Company, and no other
corporate proceedings on the part of the Company are necessary to authorize
this Agreement and such transactions:


 


9.               Notices:  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:


 

















 


 


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.


 


10.         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.


 


11.         Liability:  The Company
indemnifies the consultant of any liability that may be a result of the consultant’s
actions. In retrospect the consultant indemnifies the company of any liability
as a result of the company’s actions.


 


12.         Counterparts:  This
Agreement may be executed in one or more counterparts, each of which shall be
an original but all of which together shall constitute one and the same instrument.


 


13.         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, This
Consulting Agreement has been executed as of the day and year first above
written.


 


	
  Company:

  	
   

  	
   

  	
   

  
	
  Sweet
  Success Enterprises, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
  Name:

  	
  William
  Gallagher

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consultant:

  	
   

  	
   

  	
   

  
	
  Chandrasekhar
  Mallangi

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
  Name:

  	
  Chandrasekhar
  Mallangi