ex10-3a1.htm


    
      

      

    

    Exhibit
10.3


      AGREEMENT

      


      AGREEMENT MADE and effective
as of the First day of April, 2008, by and between INNERLIGHT WORLDWIDE INC., a
Delaware corporation with its principal office at 867 East 2260 South, Provo, UT
84606 (hereinafter "Company"), and CHILESHA HOLDINGS LTD., 145
Blackburn Road, Durbin North, South Africa, and SCANDASYSTEMS LTD., 332 Pine
Run Road, Doylestown, PA 18901 (hereinafter "Investors").

      


      WHEREAS, Company is in the
business of developing and marketing health related and/or various other
consumer products for sale in the commercial marketplace, television, mail order
and network marketing; and

      


      WHEREAS, Company desires to
assure the services of Investors for the period in this Agreement and Collective
Investors are willing to serve in the Company for said period upon the terms and
conditions hereinafter set forth;

      


      NOW, THEREFORE, in
consideration of the mutual covenants herein contained, the parties hereto agree
as follows:

      


      1.           Incentive
Payments.
Company agrees to pay compensation as set forth in Paragraph
5.

      


      2.           Responsibilities. During the term of this
agreement, Investors agree to serve as advisors to the President and/or Chief
Officer of the Company or its designees.

      


      3.           Term of
Agreement. The
period of Investors' compensation under this Agreement shall be deemed to have
commenced as of April 1, 2008, and shall continue for a period of ten (10) years
to March 31, 2018 and thereafter from year to year as mutually agreed
upon.

      


      4.           Duties. During the compensation
period, Investors may act as directors, officers, independent contractors or
employees of any other non-competing entity when such activity does not
materially affect the performance of Investors' duties under this
Agreement.

      


      5.           Compensation. Company shall pay Investors
additional compensation based on Commissionable Volume which is defined as Gross
sales minus returns, shipping, handling, and taxes for a period of ten (10)
years. The compensation will be for 3.5% of Commissionable Volume up to
$20,000,000, 4% of Commissionable Volume from $20,000,000-$25,000,000, 5% of
Commissionable Volume from $25,000,000- $30,000,000, and 6% of Commissionable
Volume over $30,000,000.

      


      6.           Reimbursement
of Expenses.
Company shall reimburse Investors for all reasonable travel and other
expenses incurred by Investors and approved by the Company in performance of its
services or obligations under this Agreement.

      



      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      7.           Benefits. In addition to the
incentive payment, the Company shall provide a single health insurance policy
for Gary Quigley, the principal of ScandaSystems Ltd. equivalent to the health
insurance provided to the Company’s executives.

      


      8.           Termination
and Extension.
This Agreement may not be terminated during its term by the Company for
any reason other than a material breach by the Investors of the terms of this
Agreement. Upon its expiration, this Agreement shall be automatically renewed
for additional one-year periods unless Company shall provide Investors with
written Notice of Intent not to renew this Agreement not less than three (3)
months prior to the expiration of the initial term or any extension term
thereof.

      


      9.           Severance. The Company shall have the
option to purchase the remaining value of this Agreement by paying Investors two
(2) years incentive payments. This right shall not accrue until April 1,
2010.

      


      10.           Non-Competition. Investors shall not, at any
time during the term of this Agreement or any extension thereof, or with one
year of the expiration thereof, directly or indirectly engage in the business of
developing or marketing products similar to the Company's products.

      


      11.           Indemnification. The Investors hereby
covenant and agree that they will not do any act or incur any obligation on
behalf of the Company of any kind whatsoever unless authorized by the Company.
The Company hereby covenants and agrees that it will indemnify Investors and
hold them harmless from any obligation or liability incurred by the Company,
including the reasonable expenses of legal defense thereof, for any act,
omission or liability undertaken or incurred during the course of this
Agreement.

      


      12.           Notices. All notices, demands or
communications hereunder shall be in writing and unless otherwise provided,
shall be deemed to have been duly given on the first business day after United
States mailing by certified mail, return receipt requested, addressed to the
parties at such address as they shall advise from time to time.

      


      13.           Amendment. No modification, waiver,
amendment or discharge of this Agreement shall be valid unless the same is in
writing and signed by each party hereto.

      


      14.           Survival. The representations,
warranties, covenants and indemnifications contained herein shall survive the
execution hereof and shall be effective regardless of the expiration or
termination hereof.

      


      15.           Enforcement. Severability. It is the
desire and the intent of the parties hereto that the provisions of this
Agreement be enforced to the fullest extent permissible under the laws and
public policy of the jurisdictions in which enforcement is sought. Accordingly,
if any particular portion or provision of this Agreement shall be adjudicated to
be invalid or unenforceable, the remaining portion or such provision or the
remaining provisions of this Agreement, or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be effected thereby.

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      16.           Assignability. Company and Investors agree
that this Agreement may be assigned to a corporation controlled by the
Investors.

      


      17.           Governing
Law and Venue.
This Agreement shall be construed in accordance with the laws of the
State of Delaware and any proceeding arising between the Parties in any matter
pertaining or relating to this Agreement shall be held or brought in the Federal
District for Delaware.

      


      IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the First
day of April, 2008.

      


      


      
        	
                Kevin
      Brogan

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                ________________________

              	
                Date:________________________

              
	
                President
      & CEO

              	 
      
	
                Innerlight
      Worldwide Inc.

              	 
      
	 
      	 
      
	 
      	 
      
	
                Joseph
      Currivan

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                _________________________

              	
                Date:_________________________

              
	
                Principal

              	 
      
	
                Chilesha
      Holdings Ltd.

              	 
      
	 
      	 
      
	 
      	 
      
	
                Gary
      Quigley

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                __________________________

              	
                Date:__________________________

              
	
                Principal

              	 
      
	
                Scandasystems
      Ltd.

              	 
      


      

       

       

      
        3