Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.35





 THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS
  CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED
  WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
  COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE
  HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
  ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED"
  AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE
  ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION
  REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL
  OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
  EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES
  MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. 

 SECURED DEBENTURE 

 EYI INDUSTRIES, INC.

 5% Secured Convertible Debenture 

 June ___, 2006 

	 No.  _________________	 US$250,000  




                This
  Secured Debenture (the "Debenture") is issued on June ___, 2004 (the
  "Closing Date") by EYI Industries, Inc., a _________ corporation (the
  "Company"), to ____________ (together with its permitted successors and
  assigns, the "Holder") pursuant to exemptions from registration under
  the Securities Act of 1933, as amended. 

 ARTICLE I. 

                Section
  1.01 Principal and Interest. For value received, the Company
  hereby promises to pay to the order of the Holder on June ___, 2006 in lawful
  money of the United States of America and in immediately available funds the
  principal sum of Two Hundred Fifty Thousand U.S. Dollars (US$250,000),
  together with interest on the unpaid principal of this Debenture at the rate
  of five percent (5%) per year (computed on the basis of a 365-day year and the
  actual days elapsed) from the date of this Debenture until paid. At the Company's
  option, the 








 entire principal amount and all accrued interest shall be
  either (a) paid to the Holder on the second (2nd) year anniversary
  from the date hereof or (b) converted in accordance with Section 1.02 herein
  provided, however, that in no event shall the Holder be entitled to convert
  this Debenture for a number of shares of Common Stock in excess of that number
  of shares of Common Stock which, upon giving effect to such conversion, would
  cause the aggregate number of shares of Common Stock beneficially owned by the
  Holder and its affiliates to exceed 4.99% of the outstanding shares of the Common
  Stock following such conversion. 

                Section
  1.02 Optional Conversion. The Holder is entitled, at its
  option, to convert, and sell on the same day, at any time and from time to time,
  until payment in full of this Debenture, all or any part of the principal amount
  of the Debenture, plus accrued interest, into shares (the "Conversion Shares")
  of the Company's common stock, par value US$0.001 per share ("Common Stock"),
  at the price per share (the "Conversion Price") equal to the lesser of
  (a) an amount equal to one hundred twenty percent (120%) of the closing bid
  price of the Common Stock as listed on a Principal Market (as defined herein),
  as quoted by Bloomberg L.P. (the "Closing Bid Price") as of the date
  hereof, or (b) an amount equal to one hundred percent (100%) of the average
  of the three (3) lowest volume weighted average prices of the Company's Common
  Stock, as quoted by Bloomberg, LP (the "VWAP"), for the thirty (30) trading
  days immediately preceding the Conversion Date (as defined herein). Subparagraphs
  (a) and (b) above are individually referred to as a "Conversion Price".
  As used herein, "Principal Market" shall mean The National Association
  of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap
  Market, or American Stock Exchange. If the Common Stock is not traded on a Principal
  Market, the Closing Bid Price and/or the VWAP shall mean, the reported Closing
  Bid Price or the VWAP for the Common Stock, as furnished by the National Association
  of Securities Dealers, Inc., for the applicable periods. No fraction of shares
  or scrip representing fractions of shares will be issued on conversion, but
  the number of shares issuable shall be rounded to the nearest whole share. To
  convert this Debenture, the Holder hereof shall deliver written notice thereof,
  substantially in the form of Exhibit "A" to this Debenture, with appropriate
  insertions (the "Conversion Notice"), to the Company at its address as
  set forth herein. The date upon which the conversion shall be effective (the
  "Conversion Date") shall be deemed to be the date set forth in the Conversion
  Notice. 

                Section
  1.03 Reservation of Common Stock. The Company shall reserve
  and keep available out of its authorized but unissued shares of Common Stock,
  solely for the purpose of effecting the conversion of this Debenture, such number
  of shares of Common Stock as shall from time to time be sufficient to effect
  such conversion, based upon the Conversion Price. If at any time the Company
  does not have a sufficient number of Conversion Shares authorized and available,
  then the Company shall call and hold a special meeting of its stockholders within
  sixty (60) days of that time for the sole purpose of increasing the number of
  authorized shares of Common Stock. 

                Section
  1.04 Right of Redemption. The Company at its option shall have
  the right to redeem, with fifteen (15) days advance written notice (the "Redemption
  Notice"), a portion or all outstanding convertible debenture. The redemption
  price shall be one hundred twenty percent (120%) of the amount redeemed plus
  accrued interest.

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                In
  the event the Company exercises a redemption of either all or a portion the
  Convertible Debenture, the Holder shall receive a warrant to purchase fifty
  thousand (50,000) shares of the Company's Common Stock for every One Hundred
  Thousand U.S. Dollars (US$100,000) redeemed, pro rata (the "Warrant").
  The Warrant shall be exercisable on a "cash basis" and have an exercise price
  of one hundred twenty percent (120%) of the Closing Bid Price of the Company's
  Common Stock on the Closing Date. The Warrant shall have "piggy-back" and demand
  registration rights and shall survive for two (2) years from the Closing Date.

                Section
  1.05 Registration Rights. The Company is obligated to register
  the resale of the Conversion Shares under the Securities Act of 1933, as amended,
  pursuant to the terms of a Registration Rights Agreement, between the Company
  and the Holder of even date herewith (the "Investor Registration Rights Agreement").


                Section
  1.06 Interest Payments. The interest so payable will be paid at
  the time of maturity or conversion to the person in whose name this Debenture
  is registered. At the time such interest is payable, the Company, may elect
  to pay the interest in cash (via wire transfer or certified funds) or in the
  form of Common Stock. In the event of default, as described in Article III Section
  3.01 hereunder, the interest shall be paid in the form of Common Stock. If paid
  in the form of Common Stock, the amount of stock to be issued will be calculated
  as follows: the value of the stock shall be the Closing Bid Price on: (i) the
  date the interest payment is due; or (ii) if the interest payment is not made
  when due, the date the interest payment is made. A number of shares of Common
  Stock with a value equal to the amount of interest due shall be issued. No fractional
  shares will be issued; therefore, in the event that the value of the Common
  Stock per share does not equal the total interest due, the Company will pay
  the balance in cash. 

                Section
  1.07 Paying Agent and Registrar. Initially, the Company will act
  as paying agent and registrar. The Company may change any paying agent, registrar,
  or Company-registrar by giving the Holder not less than ten (10) business days'
  written notice of its election to do so, specifying the name, address, telephone
  number and facsimile number of the paying agent or registrar. The Company may
  act in any such capacity. 

                Section
  1.08 Secured Nature of Debenture. This Debenture is secured by
  all of the assets and property of the Company as set forth on Exhibit A to the
  Security Agreement dated the date hereof between the Company and the Holder
  (the "Security Agreement"). As set forth in the Security Agreement, Holder's
  security interest shall terminate upon the occurrence of an Expiration Event
  as defined in the Security Agreement. 

 ARTICLE II. 

                Section
  2.01 Amendments and Waiver of Default. The Debenture may
  not be amended. Notwithstanding the above, without the consent of the Holder,
  the Debenture may be amended to cure any ambiguity, defect or inconsistency,
  or to provide for assumption of the Company obligations to the Holder. 

 3 








 ARTICLE III. 

                Section
  3.01 Events of Default. An Event of Default is defined
  as follows: (a) failure by the Company to pay amounts due hereunder within fifteen
  (15) days of the date of maturity of this Debenture; (b) failure by the Company
  to comply with the terms of the Irrevocable Transfer Agent Instructions attached
  to the Securities Purchase Agreement; (c) failure by the Company's transfer
  agent to issue freely tradeable Common Stock to the Holder within five (5) days
  of the Company's receipt of the attached Notice of Conversion from Holder; (d)
  failure by the Company for ten (10) days after notice to it to comply with any
  of its other agreements in the Debenture; (e) events of bankruptcy or insolvency;
  (f) a breach by the Company of its obligations under the Securities Purchase
  Agreement or the Investor Registration Rights Agreement which is not cured by
  the Company within ten (10) days after receipt of written notice thereof. Upon
  the occurrence of an Event of Default, the Holder may, in its sole discretion,
  accelerate full repayment of all debentures outstanding and accrued interest
  thereon or may, notwithstanding any limitations contained in this Debenture
  and/or the Securities Purchase Agreement dated the date hereof between the Company
  and Cornell Capital Partners, L.P. (the "Securities Purchase Agreement"),
  convert all debentures outstanding and accrued interest thereon into shares
  of Common Stock pursuant to Section 1.02 herein.

                Section
  3.02 Failure to Issue Unrestricted Common Stock. As indicated
  in Article III Section 3.01, a breach by the Company of its obligations under
  the Investor Registration Rights Agreement shall be deemed an Event of Default,
  which if not cured within ten (10) days, shall entitle the Holder to accelerate
  full repayment of all debentures outstanding and accrued interest thereon or,
  notwithstanding any limitations contained in this Debenture and/or the Securities
  Purchase Agreement, to convert all debentures outstanding and accrued interest
  thereon into shares of Common Stock pursuant to Section 1.02 herein. The Company
  acknowledges that failure to honor a Notice of Conversion shall cause irreparable
  harm to the Holder.

 ARTICLE IV. 

                Section
  4.01 Rights and Terms of Conversion. This Debenture, in
  whole or in part, may be converted at any time following the Closing Date, into
  shares of Common Stock at a price equal to the Conversion Price as described
  in Section 1.02 above. 

                Section
  4.02 Re-issuance of Debenture. When the Holder elects to
  convert a part of the Debenture, then the Company shall reissue a new Debenture
  in the same form as this Debenture to reflect the new principal amount. 

                Section
  4.03 Termination of Conversion Rights. The Holder's right
  to convert the Debenture into the Common Stock in accordance with paragraph
  4.01 shall terminate on the date that is the second (2nd) year anniversary
  from the date hereof and this Debenture shall be automatically converted on
  that date in accordance with the formula set forth in Section 4.01 hereof, and
  the appropriate shares of Common Stock and amount of interest shall be issued
  to the Holder. 

 4 








 ARTICLE V. 

                Section
  5.01 Anti-dilution. In the event that the Company shall
  at any time subdivide the outstanding shares of Common Stock, or shall issue
  a stock dividend on the outstanding Common Stock, the Conversion Price in effect
  immediately prior to such subdivision or the issuance of such dividend shall
  be proportionately decreased, and in the event that the Company shall at any
  time combine the outstanding shares of Common Stock, the Conversion Price in
  effect immediately prior to such combination shall be proportionately increased,
  effective at the close of business on the date of such subdivision, dividend
  or combination as the case may be. 

                Section
  5.02 Consent of Holder to Sell Capital Stock or Grant Security Interests.
  Except for the Standby Equity Distribution Agreement dated the date hereof
  between the Company and Cornell Capital Partners, LP, so long as any of the
  principal of or interest on this Debenture remains unpaid and unconverted, the
  Company shall not, without the prior consent of the Holder, issue or sell (i)
  any Common Stock or Preferred Stock without consideration or for a consideration
  per share less than its fair market value determined immediately prior to its
  issuance, (ii) issue or sell any Preferred Stock, warrant, option, right, contract,
  call, or other security or instrument granting the holder thereof the right
  to acquire Common Stock without consideration or for a consideration per share
  less than such Common Stock's fair market value determined immediately prior
  to its issuance, (iii) enter into any security instrument granting the holder
  a security interest in any of the assets of the Company, or (iv) file any registration
  statement on Form S-8. 

 ARTICLE VI. 

                Section
  6.01 Notice. Notices regarding this Debenture shall be
  sent to the parties at the following addresses, unless a party notifies the
  other parties, in writing, of a change of address: 

	 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  





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	 If to the Holder:  	 Cornell Capital Partners, LP  
	  	 101 Hudson Street, Suite 3700  
	  	 Jersey City, NJ 07303  
	  	 Telephone:  	 (201) 985-8300  
	  	 Facsimile:  	 (201) 985-8266  
	  	 	 
	 With a copy to:  	 Butler Gonzalez LLP  
	  	 1416 Morris Avenue, Suite 207  
	  	 Union, NJ 07083  
	  	 Attention:  	 David Gonzalez, Esq.  
	  	 Telephone:  	 (908) 810-8588  
	  	 Facsimile:  	 (908) 810-0973  


                Section
  6.02 Governing Law. This Debenture shall be deemed to be
  made under and shall be construed in accordance with the laws of the State of
  Nevada without giving effect to the principals of conflict of laws thereof.
  Each of the parties consents to the jurisdiction of the U.S. District Court
  sitting in the District of the State of New Jersey or the state courts of the
  State of New Jersey sitting in Hudson County, New Jersey in connection with
  any dispute arising under this Debenture and hereby waives, to the maximum extent
  permitted by law, any objection, including any objection based on forum
  non conveniens to the bringing of any such proceeding in such
  jurisdictions. 

                Section
  6.03 Severability. The invalidity of any of the provisions
  of this Debenture shall not invalidate or otherwise affect any of the other
  provisions of this Debenture, which shall remain in full force and effect. 

                Section
  6.04 Entire Agreement and Amendments. This Debenture represents
  the entire agreement between the parties hereto with respect to the subject
  matter hereof and there are no representations, warranties or commitments, except
  as set forth herein. This Debenture may be amended only by an instrument in
  writing executed by the parties hereto. 

                Section
  6.05 Counterparts. This Debenture may be executed in multiple
  counterparts, each of which shall be an original, but all of which shall be
  deemed to constitute on instrument. 

                IN
  WITNESS WHEREOF, with the intent to be legally bound hereby, the Company
  as executed this Debenture as of the date first written above. 


	 	 EYI INDUSTRIES, INC.  
	 	 	  
	 	By: 	 "Jay Sargeant"  
	 	Name: 	 Jay Sargeant  
	 	Title: 	 President  




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 EXHIBIT "A"

 NOTICE OF CONVERSION

 (To be executed by the Holder in order to Convert the Debenture)
  


TO:  

                The
  undersigned hereby irrevocably elects to convert US $_______ of the principal
  amount of the above Debenture into Shares of Common Stock of EYI Industries,
  Inc., according to the conditions stated therein, as of the Conversion Date
  written below. 

	 Conversion Date:  	  	 
	 	 	 
	 Applicable Conversion Price:  	  	 
	 	 	 
	 Signature:  	  	 
	 	 	 
	 Name:  	  	 
	 	 	 
	 Address:  	  	 
	 	 	 
	 Amount to be converted:  	US$ 	 
	  	  	 
	 Amount of Debenture unconverted:  	US$ 	 
	 	 	 
	 Conversion Price per share:  	US$ 	 
	  	 	 
	 Number of shares of Common Stock to be issued: 
    	  	 
	 	 	 
	 Please issue the shares of Common Stock in the following
      

      name and to the following address:  	  	 
	 	 	 
	 Issue to:  	  	 
	 	 	 
	 Authorized Signature:  	  	 
	 	 	 
	 Name:  	  	 
	 	 	 
	 Title:  	  	 
	 	 	 
	 Phone Number:  	  	 
	 	 	 
	 Broker DTC Participant Code:  	  	 
	 	 	 
	 Account Number:  	  	 





A-1