**CONSULTING
      AGREEMENT**




This
      Agreement dated for reference the 19th day of October 2006





BETWEEN:


Essentially
      Yours Industries, Inc.


7865
      Edmonds Street


Burnaby,
      BC


Ph:
      (604)
      759-5036 Fax: 604-759-5044





(“EYI”)


AND:


Creative
      Life Enterprises Inc.


2550
      Boerne Stage Road, #59


San
      Antonio, Texas 78255


Ph:
      (210)
      698-3713





(the
      “Consultant”)




**WHEREAS:**





A.
            EYI
                is in the business of marketing and distributing health products
                including
                EYI branded products;





B.
            EYI
                desires to secure the services of the Consultant to provide assistance
                to
                the Senior Management team in terms of network growth, field leadership
                development and such other services and duties as determined from
                time to
                time by EYI;





C.
            Consultant
                founded the Executive Counsel and has managed the Executive Counsel
                for
                the past 10 years; and





D.
            The
                parties intend this Agreement to set forth their respective rights
                and
                obligations with respect to the engagement of the Consultant by
                EYI.





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





**1.**
            **APPOINTMENT**





1.1  Appointment
      of the Consultant .
      Subject
      to the following terms and conditions, the Consultant agrees to provide the
      Services (defined herein) to EYI and EYI hereby retains the Consultant to
      provide the Services. The Consultant covenants and agrees with EYI to discharge
      the performance of its obligations under this Agreement honestly, in good faith
      and in the best interests of EYI, and in connection therewith shall exercise
      the
      degree of care, diligence and skill that a reasonably prudent person would
      exercise in similar circumstances.









1.2  Services .
      The
      services to be provided by the Consultant to EYI shall include:





(a)
            providing
                assistance to the Senior Management team in terms of network growth
                and
                field leadership development; and





(b)
            such
                other services as may be required by EYI from time to time relating
                to the
                foregoing,





(the
      "Services").





1.3  Covenants
      Regarding Performance of Services. The
      Consultant covenants to EYI as follows:





(a)
            to
                carry out the Services with due diligence and in the best interests
                of
                EYI;





(b)
            to
                exercise all reasonable effort to provide the services to EYI on
                a timely
                basis and to perform the services in accordance with good business
                practice;





(c)
            to
                comply with all lawful and reasonable directions and instructions
                of EYI;
                and





(d)
            to
                comply with all laws, ordinances, rules and regulations, which are
                applicable to the performance of his or her services hereunder and
                to
                indemnify and hold EYI harmless from all claims, damages, and expenses
                resulting from any failure.





Under
      no
      circumstances are the services to be provided by the Consultant under this
      Agreement to include services in connection with the offer or sale of securities
      in a capital-raising transaction or services that directly or indirectly promote
      or maintain a market for EYI Industries Inc.’s securities.





**2.**
            **TERM**





2.1.  Term. This
      Agreement shall commence from the date first written above and shall continue
      on
      a month to month basis thereafter, unless terminated in accordance with the
      terms set out herein.





2.2.  Automatic
      Termination. This
      Agreement shall terminate, without further notice upon:





(a)
            the
                death of the Consultant;





(b)
            the
                winding up or bankruptcy of the
                Consultant;





(c)
            the
                Consultant being found guilty of fraud or other serious criminal
                offense
                or being declared mentally incompetent; or





(d)
            the
                agreement of the parties to so do.




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2.3.  Termination
      by EYI Without Notice .
      EYI may
      terminate the engagement of the Consultant without notice if the
      Consultant:





(a)
            is
                dishonest in dealing with EYI;





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





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





(d)
            is
                in breach of Section 4 of this
                Agreement;





(e)
            fails
                to act in the best interests of EYI and its shareholders at all material
                times during the term of this
                Agreement.





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




3.
            **REMUNERATION**





3.1.
            Remuneration.In
                consideration for providing the Services contained in this Agreement,
                EYI
                shall issue the Consultant 500,000 shares of restricted common stock.
                The
                shares are not issued for a consideration per share less than the
                bid
                price of the common stock determined immediately prior to its
                issuance.





4.
            **CONFIDENTIALITY**





4.1  Non-disclosure: The
      Consultant will not, either during the term of this Agreement or at any time
      thereafter, disclose the terms of this Agreement to any person, other than
      their
      respective professional advisors.





4.2  Fiduciary
      Duties: The
      Consultant hereby acknowledges and agrees that as a result of the sensitive
      nature of the information to be learned by or disclosed to the Consultant,
      it
      stands in a fiduciary relationship with EYI and the Consultant agrees to act
      accordingly.





4.3  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 the Consultant in the course of
      or
      as a direct or indirect result of the Consultant’s contract with EYI,
      including:





(a)
            computer
                software, including, but not limited to, source and abject codes,
                flowcharts, algorithms, record layouts, routines, report formats,
                data,
                compilers, assemblers, design concepts and related documentation,
                manuals,
                and other materials whether in human or machine readable
                form;




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(b)
            Discoveries,
                inventions, copyrights, concepts and ideas, whether patentable or
                not, and
                including, without limitation, the nature and result of research,
                development, manufacturing, marketing, planning and any other business
                activities;





(c)
            Product
                specifications, designs, manufacturing processes and methods, production
                machinery, quality assurance methods, accounting systems, know-how
                and any
                other proprietary information of any kind
                whatsoever;





(d)
            EYI’s
                list of customers, vendors and business associates together with
                details
                of EYI’s methods of carrying out business;
                and





(e)
            all
                data and information acquired or developed by the Consultant during
                the
                course of work for EYI, including systems and programs proposed for
                development, reports or tests and consultations, EYI’s pricing policies,
                strategies, forecasts and the terms of any customer or business
                contract.





4.4  Confidentiality
      Maintained. The
      Consultant 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)
            treated
                all Confidential Information with at least the same level of protection
                as
                consultant gives its own confidential information of similar nature,
                but
                no less than a reasonable level of protection.





(c)
            promptly
                notify EYI if the Consultant becomes aware of any unauthorized disclosure
                or use of the Confidential
                Information





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





(e)
            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;





(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.




4




4.5  Exemptions
      from Confidentiality. The
      provisions of Section 4.4 shall not apply to any Confidential Information
      which:





(a)
            EYI
                expressly permits the disclosure of, provided that the disclosure
                is made
                in compliance with any conditions imposed in connection with the
                permission of such disclosure;





(b)
            is
                available to the public or is in the public
                domain;





(c)
            subsequently
                becomes part of the public domain through no fault of the Consultant;
                or





(d)
            the
                Consultant had knowledge of on the date of this Agreement and which
                was
                not previously acquired from EYI or from any party having an obligation
                of
                confidence with EYI.





4.6  Indemnification. The
      Consultant acknowledges that the Confidential Information is the property of
      and
      is of economic value to EYI and that disclosure of Confidential Information
      to
      competitors of EYI or to the general public would be detrimental to EYI and
      its
      shareholders (whether directly or indirectly as a result of detriment to the
      clients or customers of EYI). Accordingly, the Consultant agrees to indemnify
      and hold EYI harmless from any loss or damage occasioned by the disclosure
      or
      use of the Confidential Information by the Consultant contrary to the terms
      hereof.





4.7  Return
      of the Confidential Information. All
      Confidential Information and all memoranda, notes, lists, records and other
      documents (and all copies thereof), including, without limitation, all such
      items stored in computer memories, microfiche, on discs or on tapes or by any
      other means, made or compiled by or on behalf of the Consultant or made
      available to the Consultant concerning the business or affairs of EYI are and
      shall be the property of EYI and shall be delivered to EYI by the Consultant
      promptly upon the termination of this Agreement or at any other time on the
      request of EYI.





4.8  Remedies. The
      Consultant acknowledges that any breach of Section 4 of this Agreement will
      cause irreparable harm to EYI and its shareholders, which cannot be calculated
      or fully or adequately compensated by recovery of damages alone. Accordingly,
      the Consultant agrees that EYI shall be entitled to interim and permanent
      injunctive relief, specific performance and other equitable remedies, in
      addition to any other relief to which EYI may become entitled. Furthermore,
      the
      Consultant shall be liable for liquidated damages for any breach of Article
      4 of
      this Agreement, without restricting any other claims or remedies that may be
      available at law or equity against the Consultant.








5.
            **GENERAL
                PROVISIONS**





5.1  Relationship
      of Parties :
      The
      relationship between the Consultant and EYI shall be that of independent
      contractor.




5




5.2  Governing
      Law: This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Nevada, and the parties agree that all disputes arising hereunder
      will
      be referred to and settled by the courts of the State of Nevada.





5.3  Notice :
      Any
      notice required to be given under this Agreement will be in writing and may
      be
      delivered personally or sent by prepaid registered post addressed to the parties
      at the above mentioned addresses or at such other address of which notice may
      be
      given by such party. Any notice will be deemed to have been received on the
      date
      of delivery, if personally delivered, and if mailed as aforesaid then on the
      third business day following the day of mailing.





5.4  Entire
      Agreement :
      This
      Agreement contains the entire agreement among the parties pertaining to the
      subject matter hereof, and supersedes and replaces all previous written and
      oral
      agreements among the parties with respect to the subject matter
      hereof.





5.5  Severability :
      If any
      provision of this Agreement is held to be unenforceable, the remaining
      provisions of this Agreement will be deemed to be valid and
      enforceable.





5.6  Enurement :
      This
      Agreement will enure to the benefit of and be binding upon the parties and
      their
      respective personal representatives, successors and assigns.





5.7  Assignment :
      The
      Consultant shall not assign the benefits or obligations arising from the
      Agreement without the written consent of EYI.





5.8  Survival
      of Obligations :
      The
      provisions of Section 4 herein will survive the termination of this Agreement,
      for any reason.





5.9  Waiver
      and Consent :
      No
      consent or waiver, express or implied, by any party of any breach or default
      by
      any other party of any or all of its obligations under this Agreement
      will:





(i)  be
      valid
      unless it is in writing and stated to be a consent or waiver pursuant to this  section;





(ii)  be
      relied
      upon as a consent or waiver to or of any other breach or default of the  same
      or
      any other obligation;





(iii)  constitute
      a general waiver under this Agreement; or





(iv)  eliminate
      or modify the need for a specific consent or waiver pursuant to this  section
      in any other subsequent instance.





6.1  Amendment :
      No
      amendment of the Agreement nor waiver of any of the terms and provisions hereof
      will be valid unless effected by a written amendment signed by both
      parties.




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




**ESSENTIALLY YOURS INDUSTRIES,
              INC.**
            
            
            **CREATIVE LIFE ENTERPRISES
              INC.**/s/
              Jay
              Sargeant
            
            
            /s/
              Donna
              Green**Jay
              Sargeant**
            
            
            **Donna
              Green****President**
            
            
            **President**





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