Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.33






IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

June 22, 2004 

Corporate Stock Transfer 

  3200 Cherry Creek Drive South 

  Suite 430 

  Denver, Colorado 80209

 Attention: Carylyn Bell 

RE: EYI INDUSTRIES, INC.

 Ladies and Gentlemen:

                Reference
  is made to that certain Securities Purchase Agreement (the "Securities Purchase
  Agreement"), dated the date hereof, by and between EYI Industries, Inc.,
  a Nevada corporation (the "Company"), and the Buyers set forth
  on Schedule I attached thereto (collectively the "Buyer"), pursuant to
  which the Company shall sell to the Buyer up to Five Hundred Thousand Dollars
  ($500,000) of the Company's secured convertible debentures, which shall be convertible
  into shares of the Company's common stock, par value $0.001 per share (the "Common
  Stock"). The shares of Common Stock to be converted thereunder plus interest
  which may be converted into Common Stock and any Liquidated Damages (as defined
  in the Investor Registration Rights Agreement dated the date hereof), which
  may be converted into Common Stock thereunder are referred to herein as the
  "Conversion Shares." This letter shall serve as our irrevocable authorization
  and direction to you (provided that you are the transfer agent of the Company
  at such time) to issue the Conversion Shares to the Buyer from time to time
  upon surrender to you of a properly completed and duly executed Conversion Notice,
  in the form attached hereto as Exhibit I, delivered on behalf of the
  Company by David Gonzalez, Esq. 

                Specifically,
  upon receipt by the Company or David Gonzalez, Esq. of a copy of a Conversion
  Notice, David Gonzalez, Esq., on behalf of the Company, shall as soon as practicable,
  but in no event later than one (1) Trading Day (as defined below) after receipt
  of such Conversion Notice, send, via facsimile, a Conversion Notice, which shall
  constitute an irrevocable instruction to you to process such Conversion Notice
  in accordance with the terms of these instructions. Upon your receipt of a copy
  of the executed Conversion Notice, you shall use your best efforts to, within
  three (3) Trading Days following the date of receipt of the Conversion Notice,
  (A) issue and surrender to a common carrier for overnight delivery to the address
  as specified in the Conversion Notice, a certificate, registered in the name
  of the Buyer or its designee, for the number of shares of Common Stock to which
  the Buyer shall be entitled as set forth in the Conversion Notice or (B) provided
  you are participating in The Depository Trust Company ("DTC") Fast Automated
  Securities Transfer Program, upon the request of the








 Buyer, credit such aggregate number of shares of Common Stock
  to which the Buyer shall be entitled to the Buyer's or its designee's balance
  account with DTC through its Deposit Withdrawal At Custodian ("DWAC")
  system provided the Buyer causes its bank or broker to initiate the DWAC transaction.
  ("Trading Day" shall mean any day on which the Nasdaq Market is
  open for customary trading.)

                The
  Company hereby confirms to you and the Buyer that certificates representing
  the Conversion Shares, the Interest Shares, and/or the Liquidated Damages Shares
  shall not bear any legend restricting transfer of the Conversion Shares thereby
  and should not be subject to any stop-transfer restrictions and shall otherwise
  be freely transferable on the books and records of the Company provided that
  the Company counsel delivers (i) the Notice of Effectiveness set forth in Exhibit
  II attached hereto and (ii) an opinion of counsel in the form set forth
  in Exhibit III attached hereto, and that if the Conversion Shares, the
  Interest Shares, and/or the Liquidated Damages Shares are not registered for
  sale under the Securities Act of 1933, as amended, then the certificates for
  the Conversion Shares shall bear the following legend: 


  
    
       "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
        NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
        STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
        AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
        ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
        LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE
        COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
        STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."
        

    

  



                The
  Company hereby confirms and Corporate Stock Transfer acknowledges that in the
  event Counsel to the Company does not issue an opinion of counsel as required
  to issue the Conversion Shares free of legend the Company authorizes and Corporate
  Stock Transfer will accept an opinion of Counsel from Butler Gonzalez LLP.

                The
  Company hereby confirms to you and the Buyer that no instructions other than
  as contemplated herein will be given to you by the Company with respect to the
  Conversion Shares. The Company hereby agrees that it shall not replace Corporate
  Stock Transfer as the Company's transfer agent without the prior written consent
  of the Buyer. 

                Any
  attempt by you to resign as transfer agent hereunder shall not be effective
  until such time as the Company provides to you written notice that a suitable
  replacement has agreed to serve as transfer agent and to be bound by the terms
  and conditions of these Irrevocable Transfer Agent Instructions. 

 2





                The
  Company and Corporate Stock Transfer hereby acknowledge and confirm that complying
  with the terms of this Agreement does not and shall not prohibit Corporate Stock
  Transfer from satisfying any and all fiduciary responsibilities and duties it
  may owe to the Company. 

                The
  Company and Corporate Stock Transfer acknowledge that the Buyer is relying on
  the representations and covenants made by the Company and Corporate Stock Transfer
  hereunder and are a material inducement to the Buyer purchasing convertible
  debentures under the Securities Purchase Agreement. The Company and Corporate
  Stock Transfer further acknowledge that without such representations and covenants
  of the Company and Corporate Stock Transfer made hereunder, the Buyer would
  not enter into the Securities Purchase Agreement and purchase convertible debentures
  pursuant thereto. 

                Each
  party hereto specifically acknowledges and agrees that in the event of a breach
  or threatened breach by a party hereto of any provision hereof, the Buyer will
  be irreparably damaged and that damages at law would be an inadequate remedy
  if these Irrevocable Transfer Agent Instructions were not specifically enforced.
  Therefore, in the event of a breach or threatened breach by a party hereto,
  including, without limitation, the attempted termination of the agency relationship
  created by this instrument, the Buyer shall be entitled, in addition to all
  other rights or remedies, to an injunction restraining such breach, without
  being required to show any actual damage or to post any bond or other security,
  and/or to a decree for specific performance of the provisions of these Irrevocable
  Transfer Agent Instructions. 


* * * * *



 3





                IN
  WITNESS WHEREOF, the parties have caused this letter agreement regarding
  Irrevocable Transfer Agent Instructions to be duly executed and delivered as
  of the date first written above.

	 	 COMPANY:  
	 	 	  
	 	 EYI INDUSTRIES, INC.  
	 	 	  
	 	By: 	 "Jay Sargeant" 
    
	 	Name: 	 Jay Sargeant  
	 	Title: 	 President  
	 	 	  
	 	 	  
	 	 	 "David Gonzalez" 
    
	 	 	 David Gonzalez, Esq.  




	CORPORATE STOCK TRANSFER	 
	 	 	 
	 By:  	 "Carolyn Bell" 
    	 
	 Name:  	 Carolyn Bell 
    	 
	 Title:  	 President 
    	 


4






SCHEDULE I 

SCHEDULE OF BUYERS

	  	 	  	  	 	 Address/Facsimile  
	 Name 
    	  	Signature 	 	 Number
      of Buyer  
	  	 	  	 	 	  
	  	 	 	 	 	 
	 Cornell Capital Partners, LP  	 	 By:  	 Yorkville Advisors, LLC  	 	 101 Hudson Street – Suite 3700  
	  	 	 Its:  	 General Partner  	 	 Jersey City, NJ 07303  
	  	 	  	  	 	 Facsimile: (201) 985-8266  
	  	 	 	 	 	 
	  	 	 By:  	 "Mark A. Angelo" 
    	 	  
	  	 	 Name:  	 Mark A. Angelo  	 	  
	  	 	 Its:  	 Portfolio Manager  	 	  




 SCHEDULE I-1








 EXHIBIT I


TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


FORM OF CONVERSION NOTICE



                Reference
  is made to the Securities Purchase Agreement (the "Securities Purchase Agreement")
  between EYI Industries, Inc., (the "Company"), and Cornell Capital Partners,
  LP, dated June __, 2004. In accordance with and pursuant to the Securities Purchase
  Agreement, the undersigned hereby elects to convert convertible debentures into
  shares of common stock, par value $0.001 per share (the "Common Stock"),
  of the Company for the amount indicated below as of the date specified below.


	 Conversion Date:  	  	 
	 	 	 
	 Amount to be converted:  	$ 	 
	 	 	 
	 Conversion Price:  	$ 	 
	 	 	 
	 Shares of Common Stock Issuable:  	  	 
	 	 	 
	 Amount of Debenture unconverted:  	$ 	 
	 	 	 
	 Amount of Interest Converted:  	$ 	 
	 	 	 
	 Conversion Price of Interest:  	$ 	 
	 	 	 
	 Shares of Common Stock Issuable:  	  	 
	 	 	 
	 Amount of Liquidated Damages:  	$ 	 
	 	 	 
	 Conversion Price of Liquidated Damages:  	$ 	 
	 	 	 
	 Shares of Common Stock Issuable:  	  	 
	 	 	 
	 Total Number of shares of Common Stock to be issued: 
    	  	 




 EXHIBIT I-1









Please issue the shares of Common Stock in the following name and to the following address: 

	 Issue to:  	 
	 	 
	 Authorized Signature:  	 
	 	 
	 Name:  	 
	 	 
	 Title:  	 
	 	 
	 Phone #:  	 
	 	 
	 Broker DTC Participant Code:  	 
	 	 
	 Account Number*:  	 




 * Note that receiving broker must initiate transaction on
  DWAC System. 

2 









EXHIBIT II




TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT 



_________, 2004 

Corporate Stock Transfer 

  3200 Cherry Creek Drive South 

  Suite 430 

  Denver, Colorado 80209 

Attention: Caroline Bell 

RE: EYI INDUSTRIES, INC.

 Ladies and Gentlemen:

                We
  are counsel to EYI Industries, Inc., a Nevada corporation (the "Company"),
  and have represented the Company in connection with that certain Securities
  Purchase Agreement, dated as of June __, 2004 (the "Securities Purchase Agreement"),
  entered into by and among the Company and the Buyers set forth on Schedule I
  attached thereto (collectively the "Buyer") pursuant to which the Company
  has agreed to sell to the Buyer up to Five Hundred Thousand Dollars ($500,000)
  of secured convertible debentures, which shall be convertible into shares (the
  "Conversion Shares") of the Company's common stock, par value $0.001
  per share (the "Common Stock"), in accordance with the terms of the Securities
  Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company
  also has entered into a Registration Rights Agreement, dated as of June __,
  2004, with the Buyer (the "Investor Registration Rights Agreement") pursuant
  to which the Company agreed, among other things, to register the Conversion
  Shares under the Securities Act of 1933, as amended (the "1933 Act").
  In connection with the Company's obligations under the Securities Purchase Agreement
  and the Registration Rights Agreement, on _______ , 2004, the Company filed
  a Registration Statement (File No. ___- _________ ) (the "Registration Statement")
  with the Securities and Exchange Commission (the "SEC") relating to the
  sale of the Conversion Shares. 

                In
  connection with the foregoing, we advise you that a member of the SEC's staff
  has advised us by telephone that the SEC has entered an order declaring the
  Registration Statement effective under the 1933 Act at ____ P.M. on __________
  , 2004 and we have no knowledge, after telephonic inquiry of a member of the
  SEC's staff, that any stop order suspending its effectiveness has been issued
  or that any proceedings for that purpose are pending before, or


EXHIBIT II-1










 threatened by, the SEC and the Conversion Shares are available
  for sale under the 1933 Act pursuant to the Registration Statement. 

                The
  Buyer has confirmed it shall comply with all securities laws and regulations
  applicable to it including applicable prospectus delivery requirements upon
  sale of the Conversion Shares. 


	 	Very truly yours,  
	 	 	 
	 	 KIRKPATRICK & LOCKHART LLP  
	 	 	  
	 	 	 
	 	By:  	  






 EXHIBIT II-2








 EXHIBIT III

 TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

FORM OF OPINION



________________ 2004

VIA FACSIMILE AND REGULAR MAIL

 Corporate Stock Transfer 

  3200 Cherry Creek Drive South 

  Suite 430 

  Denver, Colorado 80209 

RE: EYI INDUSTRIES, INC.

 Ladies and Gentlemen:

                We
  have acted as special counsel to EYI Industries, Inc. (the "Company"),
  in connection with the registration of ___________ shares (the "Shares")
  of its common stock with the Securities and Exchange Commission (the "SEC").
  We have not acted as your counsel. This opinion is given at the request and
  with the consent of the Company. 

                In
  rendering this opinion we have relied on the accuracy of the Company's Registration
  Statement on Form SB-2, as amended (the "Registration Statement"), filed
  by the Company with the SEC on _________ ___, 2004. The Company filed the Registration
  Statement on behalf of certain selling stockholders (the "Selling Stockholders").
  This opinion relates solely to the Selling Shareholders listed on Exhibit
  "A" hereto and number of Shares set forth opposite such Selling Stockholders'
  names. The SEC declared the Registration Statement effective on 

  __________ ___, 2004. 

                We
  understand that the Selling Stockholders acquired the Shares in a private offering
  exempt from registration under the Securities Act of 1933, as amended. Information
  regarding the Shares to be sold by the Selling Shareholders is contained under
  the heading "Selling Stockholders" in the Registration Statement, which information
  is incorporated herein by reference. This opinion does not relate to the issuance
  of the Shares to the Selling Stockholders. The opinions set forth herein relate
  solely to the sale or transfer by the Selling Stockholders pursuant to the Registration
  Statement under the Federal laws of the United States of America. We do not
  express any opinion concerning any law of any state or other jurisdiction. 

 EXHIBIT III-1





                In
  rendering this opinion we have relied upon the accuracy of the foregoing statements.

                Based
  on the foregoing, it is our opinion that the Shares have been registered with
  the Securities and Exchange Commission under the Securities Act of 1933, as
  amended, and that Corporate Stock Transfer may remove the restrictive legends
  contained on the Shares. This opinion relates solely to the number of
  Shares set forth opposite the Selling Stockholders listed on Exhibit "A"
  hereto. 

                This
  opinion is furnished to you specifically in connection with the issuance of
  the Shares, and solely for your information and benefit. This letter may not
  be relied upon by you in any other connection, and it may not be relied upon
  by any other person or entity for any purpose without our prior written consent.
  This opinion may not be assigned, quoted or used without our prior written consent.
  The opinions set forth herein are rendered as of the date hereof and we will
  not supplement this opinion with respect to changes in the law or factual matters
  subsequent to the date hereof. 

Very truly yours,

 KIRKPATRICK & LOCKHART LLP



  

 EXHIBIT III-2





EXHIBIT "A"

(LIST OF SELLING STOCKHOLDERS)



	 Name:  	  	 No. of Shares:  


 





 EXHIBIT A-1