Exhibit
10.31


 


Stock
Enterprises


 


Services
Agreement


 


This AGREEMENT (“Agreement”),
dated this 2nd day of June, 2005, is between Stock Enterprises, PO
Box 1414, Bismarck, ND, 58502, (“Stock”), and
Sweet Success Enterprises, Inc., 1250 NE Loop 410 Suite 630, San Antonio, TX
78209, a publicly owned corporation (“SWEET SUCCESS”).
In consideration of mutual promises made herein and for other good and valuable
consideration, Stock and Sweet Success hereby acknowledge the receipt and
sufficiency of which, both parties agree as follows:


 


                1.
Duties of Stock: Stock will
continue to provide the following Investor Relations and Public Relations
services, on a non-exclusive basis, as outlined below, over the course of the
term of the Agreement.  These services
include, but may not necessarily be limited, to:


•      Assist with effecting wide distribution of all
official company press releases and other company news and information that
becomes available for public dissemination;


•      Manage and respond to incoming inquiries from
shareholders, as directed by company and to potential investors, via mail,
phone, fax and the Internet, providing toll-free access;


•      Distribute James Stock’s STOCKTIPS newsletters
featuring Sweet Success’s investment opportunity to existing shareholder and
investor databases, regularly reporting on Company’s progress, and to entice
the support, or encourage their continued support of the Company and in the
Company’s public stock;


•      Keep aware o potential financing sources that could
be approached for direct investments into the company and make such resources
known promptly to Bill Gallagher or his agent;


•      Conduct, from time to time, tele-conferences to
update core broker/investor groups, including participation of CEO or other
management of Sweet Success, subject to their availability;


•      Remain informed as to the Company and its progress
within its industry, and be professional and courteous in serving as a Company
liaison when in contact with the investing public;


•      Keep a current “Sweet Success Company Profile” due
diligence package for investors, and update as warranted.


•      Accompany Sweet Success management, when requested,
to functions such as Annual or Special Shareholder meetings, broker functions,
investor conferences (NIBA, SCIA, FSX, Money Show, etc.) and to meet with
Broker/Dealers, markets makers or other professionals in Wall Street and the
secutires industry.


 


Note: All original
material preparted for distribution by Stock are to be submitted to Sweet
Success in advance of distribution, for management approval.


 


                2. Duties of Sweet Success:


                Compensation
for these services is to be paid per one of the following:


•                  In the form of
cash compensation, paid monthly, at the rate of $5,000/month;


-or-


•                  In the form of
no cash compensation ($0), and 150,000 shares SWTS common stock paid for the
term of this agreement, due upon signing, and payable in full within 20 days of
signing.


 

















 


3.
Incentive Compensation:


 


Sweet Success herein agrees
to allow Stock to purchase its common stock at approximately 300% and 600%,
respectively, above market price, as additional incentive compensation, per the
following table:


                                                                                50,000
shares @ $1.00/share


                                                                                50,000 shares @
$2.00/share


These options reflect approximately three  and six times what the current market price
of SWTS.  “Market Price” is defined as
the closing “Bid” prices as of the date of signing.


 


Shares purchased via this
option exercise may not be legended with more than a one-year restriction
before they would be deemed unrestricted shares. Expiration date 12-31-06.


 


4.
Expenses:  All
expenses related to issuance of company Press Releases, mailings, faxing,
printing, overnight courier and telephone expenses related to communicating to
client’s shareholders and prospective shareholders are to be absorbed by
Stock.  Regarding any travel and lodging
expenses to company-related events, (i.e. shareholder meetings, investor
conferences, etc.) they are to be reimbursed by Sweet Success, but subject to
pre-approval of such attendance by Bill Gallagher, CEO or other authorized
person at the company.  Stock shall
promise to use its best efforts to minimize cost of any such travel and related
expenses.


 


5. Term of
Services: Sweet Success and Stock enter into this agreement for
a twelve-month (12 month) period.  This
agreement is renewable upon mutual agreement signed by both parties.


 


6.
Amendment and Modification:  Subject to applicable law, this Agreement may
be amended, modified or supplemented only by a written agreement signed by both
parties.


 


7.  Entire Agreement:  This agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject matter of this
agreement.


 


8.
Agreement Binding: this Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.


 


9.               Attorney’s
Fees:  In the even
and arbitration, suit or action is brought by any party under this Agreement to
enforce any of its terms, or in any appear therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorney’s fees to be fixed by
the arbitrator, trial court and/or appellate court.


 


10.   Severability:  if any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws effecting
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
herefrom.  Furthermore, in lieu of such
illegal, 


 

















 


invalid
or unenforceable provision, there shall be added automatically as part of this
Agreement a provision as similar in nature in its terms to such illegal,
invalid r unenforceable provision as may be legal, valid and enforceable.


 


11.         Mutual
Indemnification:  Sweet Success hereby agrees to indemnify and
hold harmless Stock, -and- Stock hereby agrees to indemnify and hold harmless
Sweet Success, its partners, employees, agents, representatives, assigns and
controlling persons (and other officers, directors, employees, agents,
representatives, assigns and controlling persons of each of them) from any and
all losses, claims, damages, liabilities, costs and expenses ( and all other
actions, suits, proceedings, or claims in respect thereof) and any legal or other
expenses in giving testimony or furnishing documents in response to a subpoena
or otherwise (including, without limitation, the cost of investigating,
preparing or defending any such action, suit, proceeding or claim, whether or
not in connection with any action suite proceeding or claim fro which they are
a party), as and when incurred, directly or indirectly, caused by, relating to,
based upon or arising out of the services pursuant to this agreement so long as
either party has not committed intentional of willful misconduct, or shall not
have acted grossly negligent, in connection with the services which form the
basis of the claim for indemnification.


 


            12. 
Independent Contractor Status: Stock shall perform its
services under this contract as an independent contractor and not as an employee
of Sweet Success or an affiliate thereof.  It is expressly understood and agreed to by
the parties herto that Stock shall have no authority to acto for, or represent
or bind Sweet Success or any affiliate there of in any manner, except as
provided for expressly in this Agreement or in writing by Sweet Success.


 


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IN WITNESS THEREOF, the parties
above have caused this agreement to be duly executed, as of the day and year
set out above.


 


	
  STOCK ENTERPRISES

  	
   

  	
  SWEET SUCCESS

  
	
   

  	
   

  	
   

  	
  ENTERPRISES, INC.

  
	
  (“Stock”)

  	
   

  	
  (“Sweet Success”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James Stock

  	
   

  	
  By: 

  	
  /s/ William J Gallagher

  
	
  James R. Stock, President

  	
   

  	
   

  	
  William J Gallagher,
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: June 2, 2005

  	
   

  	
   

  	
  Date: June 2 2005