Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.34





 ESCROW AGREEMENT

                THIS
  ESCROW AGREEMENT (this "Agreement") is made and entered into as of
  June 22, 2004 EYI INDUSTRIES, INC., a Nevada corporation (the "Company");
  the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof
  (also referred to as the "Investor(s)"), and BUTLER GONZALEZ, LLP,
  as Escrow Agent hereunder (the "Escrow Agent"). 

 BACKGROUND

                WHEREAS,
  the Company and the Investor(s) have entered into a Securities Purchase Agreement
  (the "Securities Purchase Agreement"), dated as of the date hereof, pursuant
  to which the Company proposes to sell secured convertible debentures (the "Convertible
  Debentures") which shall be convertible into the Company's Common Stock,
  par value US$0.001 per share (the "Common Stock"), at a price per share
  equal to the Purchase Price, as that term is defined in the Securities Purchase
  Agreement. The Securities Purchase Agreement provides that the Investor(s) shall
  deposit the purchase amount in a segregated escrow account to be held by Escrow
  Agent in order to effectuate a disbursement to the Company at a closing to be
  held as set forth in the Securities Purchase Agreement (the "Closing").


                WHEREAS,
  the Company intends to sell Convertible Securities (the "Offering").


                WHEREAS,
  Escrow Agent has agreed to accept, hold, and disburse the funds deposited with
  it in accordance with the terms of this Agreement. 

                WHEREAS,
  in order to establish the escrow of funds and to effect the provisions of the
  Securities Purchase Agreement, the parties hereto have entered into this Agreement.


                NOW
  THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:


                               1.               
  Definitions. The following terms shall have the following meanings
  when used herein: 

                               a.               
  "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant
  to this Agreement. 

                               b.               
  "Joint Written Direction" shall mean a written direction
  executed by the Investor(s) and the Company directing Escrow Agent to disburse
  all or a portion of the Escrow Funds or to take or refrain from taking any action
  pursuant to this Agreement. 

                               c.               
  "Escrow Period" shall begin with the commencement of the Offering and
  shall terminate upon the earlier to occur of the following dates: 

                                                   (i)               
  The date upon which Escrow Agent confirms that it has received in the Escrow
  Account all of the proceeds of the sale of the Convertible Debentures;





                                                   (ii)               
  The expiration of twenty (20) days from the date of commencement of the Offering
  (unless extended by mutual written agreement between the Company and the Investor(s)
  with a copy of such extension to Escrow Agent); or 

                                                   (iii)              
  The date upon which a determination is made by the Company and the Investor(s)
  to terminate the Offering prior to the sale of all the Convertible Debentures.


                               During
  the Escrow Period, the Company and the Investor(s) are aware that they are not
  entitled to any funds received into escrow and no amounts deposited in the Escrow
  Account shall become the property of the Company or the Investor(s) or any other
  entity, or be subject to the debts of the Company or the Investor(s) or any
  other entity. 

                               2.               
  Appointment of and Acceptance by Escrow Agent. The Investor(s)
  and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder.
  Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer
  of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest
  and disburse the Escrow Funds in accordance with this Agreement. 

                               a.
                 The
  Company hereby acknowledges that the Escrow Agent is counsel to the Investor(s)
  in connection with the transactions contemplated and referred herein. The Company
  agrees that in the event of any dispute arising in connection with this Escrow
  Agreement or otherwise in connection with any transaction or agreement contemplated
  and referred herein, the Escrow Agent shall be permitted to continue to represent
  the Investor(s) and the Company will not seek to disqualify such counsel.

                               3.               
  Creation of Escrow Funds. On or prior to the date of the
  commencement of the Offering, the parties shall establish an escrow account
  with the Escrow Agent, which escrow account shall be entitled as follows: EYI
  Industries, Inc./Cornell Capital Partners, LP Escrow Account for the deposit
  of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds
  to the account of the Escrow Agent as follows: 

	 Bank:  	 Wachovia, N.A. of New Jersey  
	 	 
	 Routing #:  	 031201467  
	 	 
	 Account #:  	 2020000659170  
	 	 
	 Name on Account:  	 Butler Gonzalez LLP as Escrow Agent  
	 	 
	 Name on Sub-Account:  	 EYI Industries, Inc./Cornell Capital Partners,  
	  	 LP Escrow account  


                               4.               
  Deposits into the Escrow Account. The Investor(s) agrees
  that they shall promptly deliver funds for the payment of the Convertible Debentures
  to Escrow Agent for deposit in the Escrow Account. 

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                               5.               
  Disbursements from the Escrow Account. 

                               a.               
  The Escrow Agent will continue to hold such funds until Cornell Capital Partners,
  LP on behalf of the Investor(s) and Company execute a Joint Written Direction
  directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written
  Direction signed by the Company and the Investor(s). In disbursing such funds,
  Escrow Agent is authorized to rely upon such Joint Written Direction from the
  Company and the Investor(s) and may accept any signatory from the Company listed
  on the signature page to this Agreement and any signature from the Investor(s)
  that the Escrow Agent already has on file. 

                               b.               
  In the event Escrow Agent does not receive the amount of the Escrow Funds from
  the Investor(s), Escrow Agent shall notify the Company and the Investor(s).
  Upon receipt of payment instructions from the Company, Escrow Agent shall refund
  to each subscriber without interest the amount received from each Investor(s),
  without deduction, penalty, or expense to the subscriber. The purchase money
  returned to each subscriber shall be free and clear of any and all claims of
  the Company, the Investor(s) or any of their creditors. 

                               c.               
  In the event Escrow Agent does receive the amount of the Escrow Funds prior
  to expiration of the Escrow Period, in no event will the Escrow Funds be released
  to the Company until such amount is received by Escrow Agent in collected funds.
  For purposes of this Agreement, the term "collected funds" shall mean all funds
  received by Escrow Agent which have cleared normal banking channels and are
  in the form of cash. 

                               6.               
  Collection Procedure. Escrow Agent is hereby authorized
  to deposit the proceeds of each wire in the Escrow Account. 

                               7.               
  Suspension of Performance: Disbursement Into Court. If
  at any time, there shall exist any dispute between the Company and the Investor(s)
  with respect to holding or disposition of any portion of the Escrow Funds or
  any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent
  is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
  of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
  to its obligations hereunder, or if the parties have not within thirty (30)
  days of the furnishing by Escrow Agent of a notice of resignation pursuant to
  Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then
  Escrow Agent may, in its sole discretion, take either or both of the following
  actions: 

                               a.               
  suspend the performance of any of its obligations (including without limitation
  any disbursement obligations) under this Escrow Agreement until such dispute
  or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or
  until a successor Escrow Agent shall be appointed (as the case may be); provided
  however, Escrow Agent shall continue to invest the Escrow Funds in accordance
  with Section 8 hereof; and/or 

                               b.               
  petition (by means of an interpleader action or any other appropriate method)
  any court of competent jurisdiction in any venue convenient to Escrow Agent,
  for instructions with respect to such dispute or uncertainty, and to the extent
  required by law, pay into such court, for holding and disposition in accordance
  with the instructions of such court, all funds held by it in the Escrow Funds,
  after deduction and payment to Escrow Agent of all fees 

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 and expenses (including court costs and attorneys' fees) payable
  to, incurred by, or expected to be incurred by Escrow Agent in connection with
  performance of its duties and the exercise of its rights hereunder. 

                               c.
                 Escrow
  Agent shall have no liability to the Company, the Investor(s), or any person
  with respect to any such suspension of performance or disbursement into court,
  specifically including any liability or claimed liability that may arise, or
  be alleged to have arisen, out of or as a result of any delay in the disbursement
  of funds held in the Escrow Funds or any delay in with respect to any other
  action required or requested of Escrow Agent. 

                               8.               
  Investment of Escrow Funds.  Escrow Agent shall deposit
  the Escrow Funds in a non-interest bearing account.

                               If
  Escrow Agent has not received a Joint Written Direction at any time that an
  investment decision must be made, Escrow Agent shall maintain the Escrow Funds,
  or such portion thereof, as to which no Joint Written Direction has been received,
  in a non-interest bearing account.

                               9.               
  Resignation and Removal of Escrow Agent. Escrow Agent may
  resign from the performance of its duties hereunder at any time by giving thirty
  (30) days' prior written notice to the parties or may be removed, with or without
  cause, by the parties, acting jointly, by furnishing a Joint Written Direction
  to Escrow Agent, at any time by the giving of ten (10) days' prior written notice
  to Escrow Agent as provided herein below. Upon any such notice of resignation
  or removal, the representatives of the Investor(s) and the Company identified
  in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor
  Escrow Agent hereunder, which shall be a commercial bank, trust company or other
  financial institution with a combined capital and surplus in excess of US$10,000,000.00.
  Upon the acceptance in writing of any appointment of Escrow Agent hereunder
  by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed
  to and become vested with all the rights, powers, privileges and duties of the
  retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from
  its duties and obligations under this Escrow Agreement, but shall not be discharged
  from any liability for actions taken as Escrow Agent hereunder prior to such
  succession. After any retiring Escrow Agent's resignation or removal, the provisions
  of this Escrow Agreement shall inure to its benefit as to any actions taken
  or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement.
  The retiring Escrow Agent shall transmit all records pertaining to the Escrow
  Funds and shall pay all funds held by it in the Escrow Funds to the successor
  Escrow Agent, after making copies of such records as the retiring Escrow Agent
  deems advisable and after deduction and payment to the retiring Escrow Agent
  of all fees and expenses (including court costs and attorneys' fees) payable
  to, incurred by, or expected to be incurred by the retiring Escrow Agent in
  connection with the performance of its duties and the exercise of its rights
  hereunder. 

                               10.               Liability
  of Escrow Agent. 

                               a.               
  Escrow Agent shall have no liability or obligation with respect to the Escrow
  Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow
  Agent's sole responsibility shall be for the safekeeping, investment, and disbursement
  of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent
  shall have no 

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 implied duties or obligations and shall not be charged with
  knowledge or notice or any fact or circumstance not specifically set forth herein.
  Escrow Agent may rely upon any instrument, not only as to its due execution,
  validity and effectiveness, but also as to the truth and accuracy of any information
  contained herein, which Escrow Agent shall in good faith believe to be genuine,
  to have been signed or presented by the person or parties purporting to sign
  the same and conform to the provisions of this Agreement. In no event shall
  Escrow Agent be liable for incidental, indirect, special, and consequential
  or punitive damages. Escrow Agent shall not be obligated to take any legal action
  or commence any proceeding in connection with the Escrow Funds, any account
  in which Escrow Funds are deposited, this Agreement or the Purchase Agreement,
  or to appear in, prosecute or defend any such legal action or proceeding. Escrow
  Agent may consult legal counsel selected by it in any event of any dispute or
  question as to construction of any of the provisions hereof or of any other
  agreement or its duties hereunder, or relating to any dispute involving any
  party hereto, and shall incur no liability and shall be fully indemnified from
  any liability whatsoever in acting in accordance with the opinion or instructions
  of such counsel. The Company and the Investor(s) jointly and severally shall
  promptly pay, upon demand, the reasonable fees and expenses of any such counsel.


                               b.
                 Escrow
  Agent is hereby authorized, in its sole discretion, to comply with orders issued
  or process entered by any court with respect to the Escrow Funds, without determination
  by Escrow Agent of such court's jurisdiction in the matter. If any portion of
  the Escrow Funds is at any time attached, garnished or levied upon under any
  court order, or in case the payment, assignment, transfer, conveyance or delivery
  of any such property shall be stayed or enjoined by any court order, or in any
  case any order judgment or decree shall be made or entered by any court affecting
  such property or any part thereof, then and in any such event, Escrow Agent
  is authorized, in its sole discretion, to rely upon and comply with any such
  order, writ judgment or decree which it is advised by legal counsel selected
  by it, binding upon it, without the need for appeal or other action; and if
  Escrow Agent complies with any such order, writ, judgment or decree, it shall
  not be liable to any of the parties hereto or to any other person or entity
  by reason of such compliance even though such order, writ judgment or decree
  may be subsequently reversed, modified, annulled, set aside or vacated. 

                               11.               Indemnification
  of Escrow Agent. From and at all times after the date of this
  Agreement, the parties jointly and severally, shall, to the fullest extent permitted
  by law and to the extent provided herein, indemnify and hold harmless Escrow
  Agent and each director, officer, employee, attorney, agent and affiliate of
  Escrow Agent (collectively, the "Indemnified Parties") against
  any and all actions, claims (whether or not valid), losses, damages, liabilities,
  costs and expenses of any kind or nature whatsoever (including without limitation
  reasonable attorney's fees, costs and expenses) incurred by or asserted against
  any of the Indemnified Parties from and after the date hereof, whether direct,
  indirect or consequential, as a result of or arising from or in any way relating
  to any claim, demand, suit, action, or proceeding (including any inquiry or
  investigation) by any person, including without limitation the parties to this
  Agreement, whether threatened or initiated, asserting a claim for any legal
  or equitable remedy against any person under any statute or regulation, including,
  but not limited to, any federal or state securities laws, or under any common
  law or equitable cause or otherwise, arising from or in connection with the
  negotiation, preparation, execution, performance or failure of performance of
  this Agreement or any transaction contemplated herein, whether or not any such
  Indemnified Party is a party to any such action or proceeding, suit or the target
  of any such inquiry or 

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 investigation; provided, however, that no Indemnified Party
  shall have the right to be indemnified hereunder for liability finally determined
  by a court of competent jurisdiction, subject to no further appeal, to have
  resulted from the gross negligence or willful misconduct of such Indemnified
  Party. If any such action or claim shall be brought or asserted against any
  Indemnified Party, such Indemnified Party shall promptly notify the Company
  and the Investor(s) hereunder in writing, and the Investor(s) and the Company
  shall assume the defense thereof, including the employment of counsel and the
  payment of all expenses. Such Indemnified Party shall, in its sole discretion,
  have the right to employ separate counsel (who may be selected by such Indemnified
  Party in its sole discretion) in any such action and to participate and to participate
  in the defense thereof, and the fees and expenses of such counsel shall be paid
  by such Indemnified Party, except that the Investor(s) and/or the Company shall
  be required to pay such fees and expense if (a) the Investor(s) or the Company
  agree to pay such fees and expenses, or (b) the Investor(s) and/or the Company
  shall fail to assume the defense of such action or proceeding or shall fail,
  in the sole discretion of such Indemnified Party, to employ counsel reasonably
  satisfactory to the Indemnified Party in any such action or proceeding, (c)
  the Investor(s) and the Company are the plaintiff in any such action or proceeding
  or (d) the named or potential parties to any such action or proceeding (including
  any potentially impleaded parties) include both the Indemnified Party, the Company
  and/or the Investor(s) and the Indemnified Party shall have been advised by
  counsel that there may be one or more legal defenses available to it which are
  different from or additional to those available to the Company or the Investor(s).
  The Investor(s) and the Company shall be jointly and severally liable to pay
  fees and expenses of counsel pursuant to the preceding sentence, except that
  any obligation to pay under clause (a) shall apply only to the party so agreeing.
  All such fees and expenses payable by the Company and/or the Investor(s) pursuant
  to the foregoing sentence shall be paid from time to time as incurred, both
  in advance of and after the final disposition of such action or claim. The obligations
  of the parties under this section shall survive any termination of this Agreement,
  and resignation or removal of the Escrow Agent shall be independent of any obligation
  of Escrow Agent. 

                               The
  parties agree that neither payment by the Company or the Investor(s) of any
  claim by Escrow Agent for indemnification hereunder shall impair, limit, modify,
  or affect, as between the Investor(s) and the Company, the respective rights
  and obligations of Investor(s), on the one hand, and the Company, on the other
  hand. 

                               12.               Expenses
  of Escrow Agent. Except as set forth in Section 11 the Company
  shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
  including attorneys' fees, travel expenses, telephone and facsimile transmission
  costs, postage (including express mail and overnight delivery charges), copying
  charges and the like. All of the compensation and reimbursement obligations
  set forth in this Section shall be payable by the Company, upon demand by Escrow
  Agent. The obligations of the Company under this Section shall survive any termination
  of this Agreement and the resignation or removal of Escrow Agent. 

                               13.               Warranties.


                               a.
                 The
  Investor(s) makes the following representations and warranties to Escrow Agent:


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                                                   (i)
                 The
  Investor(s) has full power and authority to execute and deliver this Agreement
  and to perform its obligations hereunder. 

                                                   (ii)               
  This Agreement has been duly approved by all necessary action of the Investor(s),
  including any necessary approval of the limited partner of the Investor(s) or
  necessary corporate approval, as applicable, has been executed by duly authorized
  officers of the Investor(s), enforceable in accordance with its terms. 

                                                   (iii)
                The
  execution, delivery, and performance of the Investor(s) of this Agreement will
  not violate, conflict with, or cause a default under any agreement of limited
  partnership of Investor(s) or the certificate of incorporation or bylaws of
  the Investor(s) (as applicable), any applicable law or regulation, any court
  order or administrative ruling or degree to which the Investor(s) is a party
  or any of its property is subject, or any agreement, contract, indenture, or
  other binding arrangement. 

                                                   (iv)               
  Mark Angelo has been duly appointed to act as the representative of the Investor(s)
  hereunder and has full power and authority to execute, deliver, and perform
  this Escrow Agreement, to execute and deliver any Joint Written Direction, to
  amend, modify, or waive any provision of this Agreement, and to take any and
  all other actions as the Investor(s)'s representative under this Agreement,
  all without further consent or direction form, or notice to, the Investor(s)
  or any other party. 

                                                   (v)               
  No party other than the parties hereto and the Investor(s)s have, or shall have,
  any lien, claim or security interest in the Escrow Funds or any part thereof.
  No financing statement under the Uniform Commercial Code is on file in any jurisdiction
  claiming a security interest in or describing (whether specifically or generally)
  the Escrow Funds or any part thereof. 

                                                   (vi)
                 All
  of the representations and warranties of the Investor(s) contained herein are
  true and complete as of the date hereof and will be true and complete at the
  time of any disbursement from the Escrow Funds. 

                               b.
                 The
  Company makes the following representations and warranties to the Escrow Agent:


                                                   (i)
                 The
  Company is a corporation duly organized, validly existing, and in good
  standing under the laws of the State of Nevada and has full power and authority
  to execute and deliver this Agreement and to perform its obligations hereunder.


                                                   (ii)
                 This
  Agreement has been duly approved by all necessary corporate action of the Company,
  including any necessary shareholder approval, has been executed by duly authorized
  officers of the Company, enforceable in accordance with its terms. 

                                                   (iii)              
  The execution, delivery, and performance by the Company of this Agreement is
  in accordance with the Securities Purchase Agreement and will not violate, conflict
  with, or cause a default under the certificate of incorporation or bylaws of
  the Company, any applicable law or regulation, any court order or administrative
  ruling or decree to which the Company is a party or any of its property is subject,
  or any agreement, contract, indenture, or 

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 other binding arrangement, including without limitation to
  the Securities Purchase Agreement, to which the Company is a party.

                                                   (iv)               
  Jay Sargeant has been duly appointed to act as the representative of the Company
  hereunder and has full power and authority to execute, deliver, and perform
  this Agreement, to execute and deliver any Joint Written Direction, to amend,
  modify or waive any provision of this Agreement and to take all other actions
  as the Company's Representative under this Agreement, all without further consent
  or direction from, or notice to, the Company or any other party. 

                                                   (v)               
  No party other than the parties hereto and the Investor(s)s have, or shall have,
  any lien, claim or security interest in the Escrow Funds or any part thereof.
  No financing statement under the Uniform Commercial Code is on file in any jurisdiction
  claiming a security interest in or describing (whether specifically or generally)
  the Escrow Funds or any part thereof. 

                                                   (vi)
                 All
  of the representations and warranties of the Company contained herein are true
  and complete as of the date hereof and will be true and complete at the time
  of any disbursement from the Escrow Funds. 

                               14.               Consent
  to Jurisdiction and Venue. In the event that any party hereto
  commences a lawsuit or other proceeding relating to or arising from this Agreement,
  the parties hereto agree that the United States District Court for the District
  of New Jersey shall have the sole and exclusive jurisdiction over any such proceeding.
  If all such courts lack federal subject matter jurisdiction, the parties agree
  that the Superior Court Division of New Jersey, Chancery Division of Hudson
  County shall have sole and exclusive jurisdiction. Any of these courts shall
  be proper venue for any such lawsuit or judicial proceeding and the parties
  hereto waive any objection to such venue. The parties hereto consent to and
  agree to submit to the jurisdiction of any of the courts specified herein and
  agree to accept the service of process to vest personal jurisdiction over them
  in any of these courts. 

                               15.               Notice.
  All notices and other communications hereunder shall be in writing and shall
  be deemed to have been validly served, given or delivered five (5) days after
  deposit in the United States mails, by certified mail with return receipt requested
  and postage prepaid, when delivered personally, one (1) day delivered to any
  overnight courier, or when transmitted by facsimile transmission and upon confirmation
  of receipt and addressed to the party to be notified as follows: 

	 If to Investor(s), to:  	 Cornell Capital Partners, LP  
	  	 101 Hudson Street – Suite 3700  
	  	 Jersey City, NJ 07302  
	  	 Attention:  	 Mark Angelo  
	  	  	 Portfolio Manager  
	  	 Telephone:  	 (201) 985-8300  
	  	 Facsimile:  	 (201) 985-8266  



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	 If to Escrow Agent, to:  	 Butler Gonzalez LLP  
	  	 1416 Morris Avenue, Suite 207  
	  	 Union, NJ 07083  
	  	 Attention:  	 David Gonzalez, Esq.  
	  	 Telephone:  	 (908) 810-8588  
	  	 Facsimile:  	 (908) 810-0973  
	  	 	 
	 If to the Company, to:  	 EYI Industries, Inc.  
	  	 3960 Howard Hughes Parkway - Suite 500  
	  	 Las Vegas, Nevada 89109  
	  	 Attention:  	 Jay Sargeant, President  
	  	 Telephone:  	 (702) 296-8034  
	  	 Facsimile:  	 (604) 502-5144  
	  	 	 
	 With a copy to:  	 Kirkpatrick & Lockhart LLP  
	  	 201 South Biscayne Boulevard – Suite 2000 
    
	  	 Miami, FL  33131-2399  
	  	 Attention:  	 Clayton E. Parker, Esq.  
	  	 Telephone:  	 (305) 539-3300  
	  	 Facsimile:  	 (305) 358-7095  


 Or to such other address as each party may designate for itself
  by like notice. 

                               16.               Amendments
  or Waiver. This Agreement may be changed, waived, discharged
  or terminated only by a writing signed by the parties hereto. No delay or omission
  by any party in exercising any right with respect hereto shall operate as waiver.
  A waiver on any one occasion shall not be construed as a bar to, or waiver of,
  any right or remedy on any future occasion. 

                               17.               Severability.
  To the extent any provision of this Agreement is prohibited by or invalid
  under applicable law, such provision shall be ineffective to the extent of such
  prohibition, or invalidity, without invalidating the remainder of such provision
  or the remaining provisions of this Agreement. 

                               18.               Governing
  Law. This Agreement shall be construed and interpreted in accordance
  with the internal laws of the State of Nevada without giving effect to the conflict
  of laws principles thereof. 

                               19.               Entire
  Agreement. This Agreement constitutes the entire Agreement between
  the parties relating to the holding, investment, and disbursement of the Escrow
  Funds and sets forth in their entirety the obligations and duties of the Escrow
  Agent with respect to the Escrow Funds. 

                               20.               Binding
  Effect. All of the terms of this Agreement, as amended from time
  to time, shall be binding upon, inure to the benefit of and be enforceable by
  the respective heirs, successors and assigns of the Investor(s), the Company,
  or the Escrow Agent. 

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                               21.               Execution
  of Counterparts. This Agreement and any Joint Written Direction
  may be executed in counter parts, which when so executed shall constitute one
  and same agreement or direction. 

                               22.               Termination.
  Upon the first to occur of the disbursement of all amounts in the Escrow
  Funds pursuant to Joint Written Directions or the disbursement of all amounts
  in the Escrow Funds into court pursuant to Section 7 hereof, this Agreement
  shall terminate and Escrow Agent shall have no further obligation or liability
  whatsoever with respect to this Agreement or the Escrow Funds. 

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                IN
  WITNESS WHEREOF the parties have hereunto set their hands and seals the
  day and year above set forth. 

	  	EYI INDUSTRIES, INC.  
	  	 	 
	 	 By:  	
      "Jay Sargeant"  
	 	 Name: 	Jay Sargeant  
	 	 Title:  	 President  
	 	 	 
	 	 	 
	 	CORNELL CAPITAL PARTNERS, LP  
	 	 	 
	 	 By:  	 Yorkville Advisors, LLC  
	 	 Its:  	 General Partner  
	 	  	 
	 	 By:  	
      "Mark A. Angelo"  
	 	 Name: 	Mark A. Angelo  
	 	 Title:  	 Portfolio Manager  
	 	 	 
	 	 	 
	 	BUTLER GONZALEZ LLP  
	 	 	 
	 	 By:  	
      "David Gonzalez"  
	 	 Name: 	David Gonzalez, Esq.  
	 	 Title:  	 Partner  



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