**CONSULTING
      AGREEMENT**


(the
      “Agreement”)





This
      Agreement dated for reference the 1st day of July 2006, by and
      between:




Essentially
      Yours Industries, Inc.


7865
      Edmonds Street


Burnaby,
      BC V3T 5V2


Tel:
      604-759-5031  Fax:
      604-759-5044


(“EYI”)





AND:


James
      Toll


1800
      Vale
      Terrace Drive


Vista,
      CA


(
      "Toll")





WHEREAS:





A.
            Essentially
                Yours Industries Inc. (“EYI”) is in the business of marketing dietary
                supplements, personal care products and water filtration systems;
                and





B.
            EYI
                desires to secure the services of Toll to provide training and marketing
                services to EYI.




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





**2.**  **TERM**





2.1  Term. This
      Agreement shall commence from the date first written above and shall continue
      for three (3) months unless terminated in accordance with the terms set out
      herein.





2.2  Termination
      by EYI Without Notice .
      EYI may
      terminate the engagement of Toll without notice if Toll:





(a)
            is
                dishonest in dealing with EYI;





(b)
            conducts
                himself in a manner which is materially detrimental to the business
                of
                EYI; and





(c)
            fails
                to carry out the services and duties to be performed by it pursuant
                to the
                provisions of this Agreement.





2.3.  Termination
      with Notice. Notwithstanding the foregoing either party may terminate this Agreement without
      reason, upon thirty (30) days prior written notice.




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**3.**  **REMUNERATION**




3.1.  Remuneration. In
      consideration for providing services during the term of this Agreement, EYI
      shall pay Toll a monthly consulting fee of three thousand seven hundred and
      fifty dollars ($3,750).





3.2 Taxes. Toll
      shall be responsible for payment of all local and federal taxes in regard to
      all
      remuneration paid to Toll and Toll hereby indemnifies and saves harmless EYI
      from all claims in this regard.





**4.**  **ADVANCE
      OF FUNDS**





4.1  In
      addition to the consulting fees, EYI agrees to advance Toll three thousand
      seven
      hundred and fifty dollars ($3,750) per month for a period of three (3) months
      commencing July 1, 2006.





**5.**  **REPAYMENT
      OF ADVANCED FUNDS**





5.1  Toll
      agrees to repay EYI the sum of three thousand seven hundred and fifty dollars
      ($3,750) of the advanced funds, together with interest on the unpaid balance
      at
      the rate of ten percent (10%) per year (calculated on a 365 day year and the
      actual days elapsed), one hundred and fifty (150) days from the date of each
      monthly advance.





5.2  In
      the
      event that Toll defaults on the above mentioned repayment terms, Toll agrees
      to
      pay all reasonable fees and costs incurred by EYI in collecting or securing
      or
      attempting to collect the advanced funds.




**6.**  **CONFIDENTIALITY**





6.1  Toll
      acknowledges that EYI has certain rights in certain confidential, proprietary,
      trade secrets or technical information:





6.2  Confidential
      Information .
      In this
      Agreement, "Confidential Information" means all confidential or proprietary
      information, intellectual property (including trade secrets and technology),
      customer or client lists, which in any way and at any time have been
      communicated to, acquired by, or learned by Toll in the course of this Agreement





6.3  Confidentiality
      Maintained. Toll
      covenants and agrees with EYI during the term of this Agreement and at all
      times
      after the termination of this Agreement to:





(a)
            keep
                all Confidential Information in the strictest
                confidence;





(b)
            treat
                all Confidential Information with at least the same level of protection
                as
                Toll would give his own confidential information of similar nature,
                but no
                less than a reasonable level of protection.





(c)
            hold
                all Confidential Information in trust for EYI;
                and





(d)
            not
                to directly, indirectly or in any other
                manner:





(i)
            publish
                or in any way participate or assist in the publishing of any Confidential
                Information;




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(ii)
            utilize
                any Confidential Information, except as may be required for and in
                the
                course of the business of EYI; and





(iii)
            disclose
                or assist in the disclosure of any Confidential Information to any
                person,
                firm or corporation.




**7.**  **NON-ASSIGNMENT**





Toll
      shall not assign any of the rights or benefits granted herein.





**8.**  **NOTICES**





Any
      Notice required or permitted to be given hereunder shall be in writing and
      shall
      be effectively given if:





(a)
            Delivered
                personally;





(b)
            Sent
                by prepaid courier service or mail;
                or





(c)
            Sent
                prepaid by fax or other similar means of electronic communication.





**9.** **AMENDMENTS**




Any
      changes or amendments or additions to the Agreement must be in writing and
      signed by both parties to be effective.




This
      Agreement shall be construed in accordance with the laws of the Province of
      British Columbia and the Courts of the said Province shall have exclusive
      jurisdiction to hear all actions arising out of or in respect of this
      Agreement.





IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement effective
      as of
      the date first above written.





EYI
      Industries, Inc.





Per:


/s/
              Jay
              Sargeant
            
            
            /s/
                James TollName:**Jay
                Sargeant**
              Title:**President/CEO**
            
            
            Name:
**James
              Toll**




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