Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.37





 CONSULTING AGREEMENT


This Agreement dated for reference the 1st day of April 2004 as at 9:01 pm PST  


BETWEEN: 


  
     EYI Industries, Inc.

      3960 Howard Hughes Parkway, Suite 500 

      Las Vegas, Nevada 89109 

      Ph: (702) 296-8034 Fax: 604-502-5144 

      ("EYI") 

  




AND:    


  
     Daniel Matos 

      Av. Francisco de Miranda 

      Centro Plaza, Torre A 

      P.H. Los Palos Grandes, Venezuela 

      Ph: (58-212) 283.75.98/98.89/89.86 Fax: (58-212) 286.44.57 

      (the "Consultant") 

  




WHEREAS: 

	 A.      	 EYI has the exclusive right to market and distribute EYI brand of health
      products; and 
	 B.      	 EYI desires to secure the services of the Consultant as set out in Section
      3 herein ; 


 NOW THEREFORE in consideration of the premises and of the
  mutual covenants and agreements herein set forth and contained and the payment
  of $10.00 to each other (the receipt and sufficiency of which is acknowledged),
  The Consultant and EYI (the "Parties") agree each with the other as follows:


	 1.      	 APPOINTMENT 
	 	 1.1.      	 EYI hereby engages the Consultant and the Consultant
        hereby accepts such engagement for the purpose of assisting EYI and its
        business. 

	 
	 2.      	 TERM 
	 	 2.1.      	 This Agreement shall be deemed to be effective as
        of and from April 1 st, 2004 and shall continue for a period of two (2)
        years. 

	 
	 3.      	 SERVICES 
	 	 3.1.      	 The Company hereby retains the Consultant as an
        independent contractor to provide the Services on the terms and subject
        to the conditions set out in this Agreement. The Services to be provided
        by the Consultant are outlined in this section. 

	 





 

	 	 3.2      	 The Consultant shall provide the following
        services including but not limited to: 

	 	 	a.	Establishing and working with various businesses and persons for the purpose
      of establishing business relationship in Latin America; 
	 	 	b.	Marketing and promoting EYI products in Latin America; and 
	 	 	c.	Such any other services, as EYI shall reasonably request. 
	 
	 4.      	 REMUNERATION 
	 	 4.1.      	 The Consultant will receive two million
        (2,000,000) stock options ("Options") to purchase common shares at a price
        of twenty ($0.20) cents per share. The Consultant shall be paid a consulting
        fee of $16,667 monthly and this sum will be used by the Consultant to
        acquire shares of EYI by exercising the Options. 

	 	 4.2.      	 Consultant shall be responsible for payment
        of all local, state and federal taxes in regard to any amounts paid by
        EYI under this agreement and Consultant hereby indemnifies and save harmless
        EYI from all claims in this regard. 

	 	 4.3.      	 The Consultant agrees to comply with all
        laws, ordinances, rules and regulations, which are applicable to the performance
        of his services. The Consultant agrees to indemnify and hold EYI harmless
        from all claims, damages, and expenses resulting from the Consultant's
        failure to comply, and his performance hereunder. 

	 	 4.4.      	 The Consultant shall provide and be fully
        responsible for all cost and out of pocket expenses of whatever nature
        and kind necessary, in the Consultants opinion, acting reasonably, to
        carry out the Services assigned. 

	 
	 5.      	 RELATIONSHIP OF CONSULTANT TO COMPANY 
	 	 5.1      	 It is expressly agreed that neither the
        Consultant nor any of its employees are employees of EYI for any purpose
        whatsoever, but that the Consultant is an independent contractor and any
        employees of the Consultant are employees of the Consultant for all purposes.
        The Consultant shall be responsible and shall deduct and promptly pay
        all employee deductions in compliance with all applicable legislation
        and shall indemnify the Company from any liability for the same. 

	 	 5.2      	 The Consultant warranties that he is a
        Non US Resident for US income tax purposes and that the Consultant does
        not have a permanent place of business in the United States. 

	 	 5.3      	 The Consultant shall perform its duties
        in strict compliance with all applicable laws, rules and regulations of
        duly constituted government authorities and shall obtain all licenses,
        registrations or other approvals required by law in connection with the
        services to be rendered herein. 

	 
	 6.      	 CONFIDENTIALITY 
	 	 6.1      	 The Consultant acknowledges that in the
        performance of its responsibilities hereunder, the Consultant will have
        access to confidential information and records including business plans,
        designs and trade secrets of the Company and its customers (the "Confidential
        Information"). During and after the Term of this Agreement, the Consultant
        shall not, directly or indirectly, disclose such Confidential Information
        to any person or use any such Confidential Information, except: 

	 	 	 	 
	 	 	 (a)      	 as required in the course of performing such services and then only to
      staff of the Company on a need-to-know basis; or 
	 







	 	 	(b) 	with the prior written consent of the Company; 

       and all Confidential Information which the Consultant
        shall prepare or use or come in contact with shall be and remain the Company's
        sole property and shall not be used by the Consultant for its own use
        without its prior written consent, except as required in the normal course
        of performing the consulting services under this Agreement. From time
        to time the Company may enter into confidentiality agreements with its
        business partners whereby information provided by those business partners
        to the Company is the confidential and proprietary information of such
        business partners and must be treated in the same manner as the Consultant
        is bound to treat the confidential and proprietary information of the
        Company and the Consultant shall agree to be bound by any such confidentiality
        agreement. 



	 	 	 
	 	 6.2      	 The Consultant agrees to return to the
        Company all the Confidential Information provided by the Company and any
        copies of such material in its possession forthwith upon demand. 

	 
	 	 6.3      	 Save as otherwise permitted herein, the
        Consultant agrees that it will not (without prior written consent of the
        Company) at any time during the period of three year from the termination
        of this Agreement individually or in partnership of jointly or in conjunction
        with any person or persons, firm, association, syndicate, company or corporation
        as a principal, agent, shareholder or in any other manner whatsoever carry
        on or be engaged in or be concerned with or interested in or advise, lend
        money to, guarantee the debts or obligations of or permit their names
        or any part thereof to be used or employed by any person or persons, firm,
        association, syndicate, company or corporation engaged in or concerned
        with or interested in any business similar to the business heretofore
        carried on by the Company being the business of operating a Network based
        multilevel marketing of herbal products. 

	 
	 	 6.4      	 The Parties agree that all restrictions
        in this Article 6 are reasonable, fair and valid in all the circumstances
        and, to the fullest extent permitted by law, hereby waive all defenses
        to the strict enforcement thereof by the other. 

	 
	 	6.5   	
      In the event
        of the breach of covenants set out in this Agreement, the Consultant:
      

	 	 	 	 a.      	 Acknowledges that an injunction or other equitable
        relief may be obtained against the Consultant to prevent further breaches;
        and 

	 	 	 	 b.      	 The Consultant shall be liable for liquidated damages
        for such breach, without restricting any other claims or remedies that
        may be available at law or equity against the Consultant. 



 All confidential information disclosed to consultant shall
  be kept confidential by consultant and treated 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. Consultant 








 shall promptly notify EYI if it becomes aware of any unauthorized
  disclosure or use of the confidential information.

	7 	TERMINATION
	 	 	a. 	 This Agreement shall terminate without further
      notice upon: 
	 	 	 	 i.      	 The death of the Consultant; 

	 	 	 	 ii.      	 The winding up or bankruptcy of Consultant; 

	 	 	 	 iii.      	 Any breach under the Agreement and where such breach
        continues for a period of Fifteen (15) days after written notice from
        the non-defaulting / non-breaching party; 

	 	 	 	 iv.      	 The Consultant being found guilty of fraud or other
        serious criminal offense or being declared mentally incompetent; 

	 	 	 	 v.      	 The agreement of the parties to so do in writing.
      

	 	 	 	 vi.      	 For any reason, provided that the Company provides
        the Consultant with 30 days notice in writing. 

	 	 	b.	 In the event of a termination under 7 (a) above,
      no further payments need to be made to the Consultant and any unexercised
      options will expire immediately. 


	 	 
	8	COVENANTS 
	 	 	a. 	The Consultant covenants to EYI as follows: 
	 	 	 	 i.      	 To carry out the services performed on behalf of
        EYI with due diligence and in the best interests of EYI; 

	 	 	 	 ii.      	 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; 

	 	 	 	 iii.      	 To comply with all lawful and reasonable directions
        and instructions of EYI 

	 	 	 	 iv.      	 The Services shall be performed in a competent and
        diligent manner by the Consultant using all the resources that the Consultant
        deems necessary to perform the Consultants duties. 

	 	 	 	 v.      	 The Consultant shall provide the Board with a weekly
        report of all work performed. 

	 	 	 	 vi.      	 The Consultant will also keep detail log of all
        the contacts made by the Consultant and provide the Board with a copy
        if requested. 

	 	 	 	 	 
	9 	NON-ASSIGNMENT 
	 	9.1 	The Consultant shall not assign any of
        the rights or benefits granted herein save and except to a private company
        owned or controlled by the Consultant and then only on the basis that
        the Consultant covenants and agrees to continue to provide the services
        required. 

	 	 	 	 	 






	10 	INDEMNITY 
	 	 10.1      	 The Consultant acknowledges and agrees that the
        Company shall not be responsible or liable for any negligence, act or
        omission of the Consultant and the Consultant agrees to defend, indemnify
        and save the Company harmless from and against any and all claims, demands,
        losses, damages, costs, liabilities and expenses of whatever kind or character,
        on account of any actual or alleged loss, injury or damage to any person,
        firm or corporation or to any property, arising out of or in connection
        with the services rendered by the Consultant pursuant hereto. 

	 	 10.2      	 The Company acknowledges and agrees that the Consultant
        shall not be responsible or liable for any negligence, act, or omission
        of the Company or for any matter arising out of the Company's business
        and the Company agrees to defend, indemnify and save the Consultant harmless
        from and against any and all claims, demands, losses, damages, costs,
        liabilities and expenses of whatever kind or character, on account of
        any actual or alleged loss, injury or damage to any person, firm or corporation
        or to any property, arising out of or in connection with the Company's
        business. 

	 	 10.3      	 In the event of any such claim each Party agrees
        to cooperate with the other and their insurers and professional advisors
        and to assist in resolving such claim. 

	 


	11 	WAIVER
	 	11.1 	The Parties agree that all restrictions in this Agreement
        are necessary and fundamental to the protection of the business of the
        Company and are reasonable and valid, and the Parties hereby waives all
        defenses to the strict enforcement thereof by the other party. 

	 	 11.2      	 The Parties each reserve the right, from time to
        time, and on more than one occasion, to waive any of the obligations imposed
        under this Agreement on the other party. No waiver by a party of any breach
        of any of the covenants or conditions of this Agreement by the other shall
        constitute a waiver by the party of any prior, concurrent or subsequent
        breach of the same or any other covenant or condition. 

	 


	12 	NOTICES 
	 	12.1 	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
      (confirmed on the same of following day by prepaid mail); 
	 	 	 d)      	 Addressed to the relevant party at the address shown for that party at
      the beginning of this Agreement or in the Definition section. 


	 	 12.2      	 Any notice so given shall be deemed conclusively to have been given and
      received when: 


	 	 	 a)      	 Personally delivered; or 
	 	 	 b)      	 Sent by fax or other electronic communications,
        on the first business day thereafter; or 

	 	 	 c)      	 If sent by mail on the tenth business day thereafter.
        Any party may change any particulars of its address for notice by notice
        to the others in the manner above described. 

	 









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

 The execution of this agreement will cause the previously
  executed agreement, namely Management consulting agreement to be null and void.


 This Agreement shall be construed in accordance with the laws
  of the State of Nevada and the Courts of the said State 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 to the date first above written. 

 EYI INDUSTRIES, INC. 

 

	____________________________	____________________________
	 Jay Sargeant  	 Daniel Matos  
	 President