**Exhibit 10.19**

 

EastgateAssociates Ltd

114Old Country Road

Suite LL68

Westbury,NY 11501

 

March 29,2006

 

EarnestMathis, Jr.

VitaCubeSystems Holdings, Inc.

480South Holly Street

Denver,CO 80246

 

Re:          Consulting Arrangement

 

DearMr. Mathis:

 

We(“EGA”) are looking forward to having the opportunity to assist VitaCubeSystems Holdings, Inc. (“PRH”) in the development of its InvestorRelations programs. I am including a list of our services as well as our feestructure. This agreement (“Agreement”) is for a six-month period.

 

Theconsulting services (the “Services”) to be performed by EGA will be performedon a best efforts basis and will include, without limitation:

 

(i)                                     providing assistance in establishingrelationships with NASD and NYSE member firms;

(ii)                                  providing assistance in establishingrelationships with institutions;

(iii)                               structuring and implementing investorrelations programs;

(iv)                              providing assistance in identifying corporatecandidates for mergers and acquisitions, and sources of private and institutionalfunds, when so requested by PRH. EGA will be entitled to additionalcompensation under such terms as may be agreed to by the parties.

 

Ineach instance, EGA will render such Services as to which EGA and PRH mutuallyagree. EGA will exert its best efforts to accomplish the goals agreed to by EGAand PRH. EGA shall render the Services described in the above-referenced section withoutany direct supervision by PRH and at such time and place and in such manner(whether by conference, telephone, letter or otherwise) as EGA may determine.

 

Theadvisory fees for EGA to assist in the aforementioned Services are as follows:

 

1.             On the first day of each month, PRH shall payto EGA $7,500 by overnight mail or wire. This will take place for each of theAgreement months.

 

2.             On the first day of each month, PRH shallissue EGA 12,500 warrants of PRH exercisable at $2.00 US. The underlying shares(“Restricted

 

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Sanford D. GreenbergEarnest Mathis, Jr.February 20, 2006

 

Securities”) will carrypiggyback registration rights and cashless rights at the option of PRH.

 

3.             PRH shall reimburse EGA for all out-of-pocketexpenses directly attributable to Services rendered. All expenses are subjectto prior approval by PRH.

 

4.             Upon consent from PRH, the shares given ascompensation as well as the cash consideration shall be transferable within thenetwork of EGA.

 

5.             In the event that EGA introduces PRH to aFunding Source which results in any type of funding within twelve (12) monthsof the introduction of the Funding Source, EGA is entitled to a Finders’ Fee tobe determined at that time. The above paragraph also pertains to any mergerand/or acquisition candidate.

 

6.             EGA agrees that during the term of thisAgreement and thereafter, EGA shall take all steps necessary to hold theProprietary information (as defined below) in trust and confidence, shall notuse such Proprietary Information in any manner or for any purpose except asexpressly set forth in this Agreement and shall not disclose any suchProprietary Information to any third party without first obtaining the expresswritten consent of PRH on a case-by-case basis; provided, however, that EGA maydisclose certain Proprietary Information, without violating its obligationsunder this Agreement, to the extend such disclosure is required by a validorder of a court or other governmental body having jurisdiction, provided thatEGA provides PRH with reasonable prior written notice of such disclosure anduses commercially reasonable efforts to obtain, or to assist PRH in obtaining aprotective order preventing or limiting the disclosure and/or requiring thatthe Proprietary Information so disclosed be used only for the purposes forwhich the law or regulation required or for which the order was issued. Forpurposes of this Agreement, “Proprietary Information” means any and allconfidential and/or proprietary information regarding PRH or any of itssubsidiaries and/or affiliates and their current and proposed business andoperations, including , without limitation, information pertaining to theircurrent or forecasted capital structure, equity or debt financing or investmentactivities, strategic plans, current or proposed products or services,investors, employees, directors, consultants, and other business and contractualrelationships provided, however, that information received by EGA shall not beconsidered to be Proprietary Information if EGA can demonstrate with competentevidence that such information has been published or is otherwise readilyavailable to the public other than by breach of this Agreement. This provisionshall survive expiration and/or termination of this Agreement.

 

7.             PRH agrees to indemnify and hold EGA harmlessfrom any loss, costs or expenses incurred as a result of or arising out of EGAdissemination or publication of any documents or literature issued or approvedin writing by PRH

 

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in the event that it is established by a court ofcompetent jurisdiction that such materials contain material misrepresentations,omissions or false or misleading information or does not state any materialfacts necessary to prevent a statement that is false and/or misleading.

 

8.             EGA agrees to indemnify and hold PRH harmlessfrom any loss, costs or expenses incurred as a result of or arising out of EGA disseminationor publication of any documents or literature not issued or approved in writingby PRH in the event that it is established by a court of competent jurisdictionthat such materials contain material misrepresentations, omissions or false ormisleading information or does not state any material facts necessary toprevent a statement that is false and/or misleading.

 

9.             This Agreement may be terminated by eitherparty after the first six months of service upon fifteen (15) days’ priorwritten notice.

 

10.           It is understood that EGA is not registeredat this time as either a registered representative, or broker-dealer, and thatthe Services to be performed by EGA shall not include the offering of sale onbehalf of PRH, any affiliate of PRH or any other person, any securities,including, without limitation, stock in PRH. EGA shall not be required toperform any Services enumerated hereunder if, under the circumstances at thetime such Services would be rendered (including, without limitation, anyoffering or sale of securities by PRH or any affiliate of PRH at or about thesame time), performance of such Services might reasonably be considered toconstitute participation, direct or indirect, in any offering or distributionof securities.

 

11.           EGA’s duties are restricted to thedistribution of factual information on behalf of PRH and shall not make anyrecommendation with respect to the purchase or sale of any security of PRH. EGAwill refer all questions regarding the possible purchase or sale of anysecurity of PRH to a registered representative, broker-dealer or advisor.

 

12.           Notwithstanding that EGA is providing itsServices hereunder as an independent contractor and not an employee of PRH, EGAshall operate with the same fiduciary responsibilities to PRH as if he were anexecutive employee of PRH. EGA shall spend no less time per week than isrequired to accomplish all goals and purposes as set forth herein.

 

13.           This Agreement is made and shall be governedand construed in accordance with the laws of the State of Colorado.

 

Theterm of this Agreement is set to begin on February 15, 2006.

 

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Acceptedand agreed to this 29th day of March, 2006.

 

 
| PRH                                  | EGA                     |
|--------------------------------------|-------------------------|
|                                 |                    |
|                                 |                    |
| /s/ Earnest Mathis, Jr.         |                    | /s/ Stephen Jaloza |   |
|                                 |                    |
| Chief Executive Officer              | Chairman                |
|                                 |                    |
| Vitacube Systems Holdings, Inc. | Eastgate Associates Ltd |
|                                      |                         |  |  |

 

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