Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.29





 EYI INDUSTRIES INC. 

  PLACEMENT AGENT AGREEMENT

Dated as of: June 22, 2004

Newbridge Securities Corporation 

  1451 Cypress Creek Road, Suite 204

  Fort Lauderdale, Florida 33309 

Ladies and Gentlemen:

                The
  undersigned, EYI Industries, Inc., a Nevada corporation (the "Company"),
  hereby agrees with Newbridge Securities Corporation (the "Placement Agent")
  and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"),
  as follows: 

                1.               
  Offering. The Company hereby engages the Placement Agent to act as its
  exclusive placement agent in connection with the Standby Equity Distribution
  Agreement dated the date hereof (the "Standby Equity Distribution Agreement"),
  pursuant to which the Company shall issue and sell to the Investor, from time
  to time, and the Investor shall purchase from the Company (the "Offering")
  up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock (the
  "Commitment Amount"), par value US$0.001 per share (the "Common Stock"),
  at price per share equal to the Purchase Price, as that term is defined in the
  Standby Equity Distribution Agreement. The Placement Agent services shall consist
  of reviewing the terms of the Standby Equity Distribution Agreement and advising
  the Company with respect to those terms. 

                All
  capitalized terms used herein and not otherwise defined herein shall have the
  same meaning ascribed to them as in the Standby Equity Distribution Agreement.
  The Investor will be granted certain registration rights with respect to the
  Common Stock as more fully set forth in the Registration Rights Agreement between
  the Company and the Investor dated the date hereof (the "Registration Rights
  Agreement"). The documents to be executed and delivered in connection with
  the Offering, including, but not limited, to the Company's latest Quarterly
  Report on Form 10-QSB as filed with the United States Securities and Exchange
  Commission, this Agreement, the Standby Equity Distribution Agreement, the Registration
  Rights Agreement, and the Escrow Agreement dated the date hereof (the "Escrow
  Agreement"), are referred to sometimes hereinafter collectively as the "Offering
  Materials." The Company's Common Stock purchased by the Investor hereunder
  or to be issued in connection with the conversion of any debentures are sometimes
  referred to hereinafter as the "Securities." The Placement Agent shall
  not be obligated to sell any Securities. 

                2.               
  Compensation. 

                                   A.
                 Upon
  the execution of this Agreement, the Company shall issue to the Placement Agent
  or its designee Thirty-Three Thousand Four Hundred and Eleven







 (33,411) shares of the Company's Common Stock (the "Placement
  Agent's Shares"). The Placement Agent shall be entitled to "piggy-back"
  registration rights, which shall be triggered upon registration of any shares
  of Common Stock by the Investor with respect to the Placement Agent's Shares
  pursuant to the Registration Rights Agreement dated the date hereof.

                3.               
  Representations, Warranties and Covenants of the Placement Agent. 

                                   A.
                 The
  Placement Agent represents, warrants and covenants as follows: 

                                                        (i)               
  The Placement Agent has the necessary power to enter into this Agreement and
  to consummate the transactions contemplated hereby. 

                                                        (ii)              
  The execution and delivery by the Placement Agent of this Agreement and the
  consummation of the transactions contemplated herein will not result in any
  violation of, or be in conflict with, or constitute a default under, any agreement
  or instrument to which the Placement Agent is a party or by which the Placement
  Agent or its properties are bound, or any judgment, decree, order or, to the
  Placement Agent's knowledge, any statute, rule or regulation applicable to the
  Placement Agent. This Agreement when executed and delivered by the Placement
  Agent, will constitute the legal, valid and binding obligations of the Placement
  Agent, enforceable in accordance with their respective terms, except to the
  extent that (a) the enforceability hereof or thereof may be limited by bankruptcy,
  insolvency, reorganization, moratorium or similar laws from time to time in
  effect and affecting the rights of creditors generally, (b) the enforceability
  hereof or thereof is subject to general principles of equity, or (c) the indemnification
  provisions hereof or thereof may be held to be in violation of public policy.


                                                        (iii)             
  Upon receipt and execution of this Agreement, the Placement Agent will promptly
  forward copies of this Agreement to the Company or its counsel and the Investor
  or its counsel. 

                                                        (iv)              
  The Placement Agent will not intentionally take any action that it reasonably
  believes would cause the Offering to violate the provisions of the Securities
  Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act
  of 1934 (the "1934 Act"), the respective rules and regulations promulgated
  thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws
  of any state or jurisdiction. 

                                                        (v)               
  The Placement Agent is a member of the National Association of Securities Dealers,
  Inc., and is a broker-dealer registered as such under the 1934 Act and under
  the securities laws of the states in which the Securities will be offered or
  sold by the Placement Agent unless an exemption for such state registration
  is available to the Placement Agent. The Placement Agent is in material compliance
  with the rules and regulations applicable to the Placement Agent generally and
  applicable to the Placement Agent's participation in the Offering.

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                4.               
  Representations and Warranties of the Company. A. The Company represents
  and warrants as follows: 

                                                        (i)               
  The execution, delivery and performance of each of this Agreement, the Standby
  Equity Distribution Agreement, the Escrow Agreement, and the Registration Rights
  Agreement has been or will be duly and validly authorized by the Company and
  is, or with respect to this Agreement, the Standby Equity Distribution Agreement,
  the Escrow Agreement, and the Registration Rights Agreement, will be a valid
  and binding agreement of the Company, enforceable in accordance with its respective
  terms, except to the extent that (a) the enforceability hereof or thereof may
  be limited by bankruptcy, insolvency, reorganization, moratorium or similar
  laws from time to time in effect and affecting the rights of creditors generally,
  (b) the enforceability hereof or thereof is subject to general principles of
  equity or (c) the indemnification provisions hereof or thereof may be held to
  be in violation of public policy. The Securities to be issued pursuant to the
  transactions contemplated by this Agreement and the Standby Equity Distribution
  Agreement have been duly authorized and, when issued and paid for in accordance
  with this Agreement, the Standby Equity Distribution Agreement and the certificates/instruments
  representing such Securities, will be valid and binding obligations of the Company,
  enforceable in accordance with their respective terms, except to the extent
  that (1) the enforceability thereof may be limited by bankruptcy, insolvency,
  reorganization, moratorium or similar laws from time to time in effect and affecting
  the rights of creditors generally, and (2) the enforceability thereof is subject
  to general principles of equity. All corporate action required to be taken for
  the authorization, issuance and sale of the Securities has been duly and validly
  taken by the Company. 

                                                        (ii)              
  The Company has a duly authorized, issued and outstanding capitalization as
  set forth herein and in the Standby Equity Distribution Agreement. The Company
  is not a party to or bound by any instrument, agreement or other arrangement
  providing for it to issue any capital stock, rights, warrants, options or other
  securities, except for this Agreement, the agreements described herein and as
  described in the Standby Equity Distribution Agreement, dated the date hereof
  and the agreements described therein. All issued and outstanding securities
  of the Company, have been duly authorized and validly issued and are fully paid
  and non-assessable; the holders thereof have no rights of rescission or preemptive
  rights with respect thereto and are not subject to personal liability solely
  by reason of being security holders; and none of such securities were issued
  in violation of the preemptive rights of any holders of any security of the
  Company.

                                                        (iii)             
  The Common Stock to be issued in accordance with this Agreement and the Standby
  Equity Distribution Agreement has been duly authorized and, when issued and
  paid for in accordance with this Agreement and the Standby Equity Distribution
  Agreement, the certificates/instruments representing such Common Stock will
  be validly issued, fully-paid and non-assessable; the holders thereof will not
  be subject to personal liability solely by reason of being such holders; such
  Securities are not and will not be subject to the preemptive rights of any holder
  of any security of the Company. 

                                                        (iv)
                The
  Company has good and marketable title to, or valid and enforceable leasehold
  estates in, all items of real and personal property necessary to conduct its

 3








 business (including, without limitation, any real or personal
  property stated in the Offering Materials to be owned or leased by the Company),
  free and clear of all liens, encumbrances, claims, security interests and defects
  of any material nature whatsoever, other than those set forth in the Offering
  Materials and liens for taxes not yet due and payable. 

                                                        (v)
                 There
  is no litigation or governmental proceeding pending or, to the best of the Company's
  knowledge, threatened against, or involving the properties or business of the
  Company, except as set forth in the Offering Materials.

                                                        (vi)
                The
  Company has been duly organized and is validly existing as a corporation in
  good standing under the laws of the State of Nevada. Except as set forth in
  the Offering Materials, the Company does not own or control, directly or indirectly,
  an interest in any other corporation, partnership, trust, joint venture or other
  business entity. The Company is duly qualified or licensed and in good standing
  as a foreign corporation in each jurisdiction in which the character of its
  operations requires such qualification or licensing and where failure to so
  qualify would have a material adverse effect on the Company. The Company has
  all requisite corporate power and authority, and all material and necessary
  authorizations, approvals, orders, licenses, certificates and permits of and
  from all governmental regulatory officials and bodies (domestic and foreign)
  to conduct its businesses (and proposed business) as described in the Offering
  Materials. Any disclosures in the Offering Materials concerning the effects
  of foreign, federal, state and local regulation on the Company's businesses
  as currently conducted and as contemplated are correct in all material respects
  and do not omit to state a material fact. The Company has all corporate power
  and authority to enter into this Agreement, the Standby Equity Distribution
  Agreement, the Registration Rights Agreement, and the Escrow Agreement, to carry
  out the provisions and conditions hereof and thereof, and all consents, authorizations,
  approvals and orders required in connection herewith and therewith have been
  obtained. No consent, authorization or order of, and no filing with, any court,
  government agency or other body is required by the Company for the issuance
  of the Securities or execution and delivery of the Offering Materials except
  for applicable federal and state securities laws. The Company, since its inception,
  has not incurred any liability arising under or as a result of the application
  of any of the provisions of the 1933 Act, the 1934 Act or the Rules and Regulations.


                                                        (vii)
               There
  has been no material adverse change in the condition or prospects of the Company,
  financial or otherwise, from the latest dates as of which such condition or
  prospects, respectively, are set forth in the Offering Materials, and the outstanding
  debt, the property and the business of the Company conform in all material respects
  to the descriptions thereof contained in the Offering Materials. 

                                                        (viii)            
  Except as set forth in the Offering Materials, the Company is not in breach
  of, or in default under, any term or provision of any material indenture, mortgage,
  deed of trust, lease, note, loan or Standby Equity Distribution Agreement or
  any other material agreement or instrument evidencing an obligation for borrowed
  money, or any other material agreement or instrument to which it is a party
  or by which it or any of its properties may be bound or affected. The Company
  is not in violation of any provision of its charter or by-laws or in violation
  of any franchise, license, permit, judgment, decree or order, or in violation
  of any material statute, rule or regulation. Neither the execution and delivery
  of the Offering Materials nor the issuance and sale or delivery of the Securities,
  nor the consummation of any of the

 4








 transactions contemplated in the Offering Materials nor the
  compliance by the Company with the terms and provisions hereof or thereof, has
  conflicted with or will conflict with, or has resulted in or will result in
  a breach of, any of the terms and provisions of, or has constituted or will
  constitute a default under, or has resulted in or will result in the creation
  or imposition of any lien, charge or encumbrance upon any property or assets
  of the Company or pursuant to the terms of any indenture, mortgage, deed of
  trust, note, loan or any other agreement or instrument evidencing an obligation
  for borrowed money, or any other agreement or instrument to which the Company
  may be bound or to which any of the property or assets of the Company is subject
  except (a) where such default, lien, charge or encumbrance would not have a
  material adverse effect on the Company and (b) as described in the Offering
  Materials; nor will such action result in any violation of the provisions of
  the charter or the by-laws of the Company or, assuming the due performance by
  the Placement Agent of its obligations hereunder, any material statute or any
  material order, rule or regulation applicable to the Company of any court or
  of any foreign, federal, state or other regulatory authority or other government
  body having jurisdiction over the Company. 

                                                        (ix)              
  Subsequent to the dates as of which information is given in the Offering Materials,
  and except as may otherwise be indicated or contemplated herein or therein and
  the securities offered pursuant to the Securities Purchase Agreement dated the
  date hereof, the Company has not (a) issued any securities or incurred any liability
  or obligation, direct or contingent, for borrowed money, or (b) entered into
  any transaction other than in the ordinary course of business, or (c) declared
  or paid any dividend or made any other distribution on or in respect of its
  capital stock. Except as described in the Offering Materials, the Company has
  no outstanding obligations to any officer or director of the Company. 

                                                        (x)               
  There are no claims for services in the nature of a finder's or origination
  fee with respect to the sale of the Common Stock or any other arrangements,
  agreements or understandings that may affect the Placement Agent's compensation,
  as determined by the National Association of Securities Dealers, Inc. 

                                                        (xi)              
  The Company owns or possesses, free and clear of all liens or encumbrances and
  rights thereto or therein by third parties, the requisite licenses or other
  rights to use all trademarks, service marks, copyrights, service names, trade
  names, patents, patent applications and licenses necessary to conduct its business
  (including, without limitation, any such licenses or rights described in the
  Offering Materials as being owned or possessed by the Company) and, except as
  set forth in the Offering Materials, there is no claim or action by any person
  pertaining to, or proceeding, pending or threatened, which challenges the exclusive
  rights of the Company with respect to any trademarks, service marks, copyrights,
  service names, trade names, patents, patent applications and licenses used in
  the conduct of the Company's businesses (including, without limitation, any
  such licenses or rights described in the Offering Materials as being owned or
  possessed by the Company) except any claim or action that would not have a material
  adverse effect on the Company; the Company's current products, services or processes
  do not infringe or will not infringe on the patents currently held by any third
  party. 

                                                        (xii)             
  Except as described in the Offering Materials, the Company is not under any
  obligation to pay royalties or fees of any kind whatsoever to any third party
  with respect to any trademarks, service marks, copyrights, service names, trade
  names, patents, patent


5










 applications, licenses or technology it has developed, uses,
  employs or intends to use or employ, other than to their respective licensors.


                                                        (xiii)
              Subject
  to the performance by the Placement Agent of its obligations hereunder the offer
  and sale of the Securities complies, and will continue to comply, in all material
  respects with the requirements of Rule 506 of Regulation D promulgated by the
  SEC pursuant to the 1933 Act and any other applicable federal and state laws,
  rules, regulations and executive orders. Neither the Offering Materials nor
  any amendment or supplement thereto nor any documents prepared by the Company
  in connection with the Offering will contain any untrue statement of a material
  fact or omit to state any material fact required to be stated therein or necessary
  to make the statements therein, in light of the circumstances under which they
  were made, not misleading. All statements of material facts in the Offering
  Materials are true and correct as of the date of the Offering Materials. 

                                                        (xiv)
              All
  material taxes which are due and payable from the Company have been paid in
  full or adequate provision has been made for such taxes on the books of the
  Company, except for those taxes disputed in good faith by the Company

                                                        (xv)              
  None of the Company nor any of its officers, directors, employees or agents,
  nor any other person acting on behalf of the Company, has, directly or indirectly,
  given or agreed to give any money, gift or similar benefit (other than legal
  price concessions to customers in the ordinary course of business) to any customer,
  supplier, employee or agent of a customer or supplier, or official or employee
  of any governmental agency or instrumentality of any government (domestic or
  foreign) or any political party or candidate for office (domestic or foreign)
  or other person who is or may be in a position to help or hinder the business
  of the Company (or assist it in connection with any actual or proposed transaction)
  which (A) might subject the Company to any damage or penalty in any civil, criminal
  or governmental litigation or proceeding, or (B) if not given in the past, might
  have had a materially adverse effect on the assets, business or operations of
  the Company as reflected in any of the financial statements contained in the
  Offering Materials, or (C) if not continued in the future, might adversely affect
  the assets, business, operations or prospects of the Company in the future.


                5.               Representations,
  Warranties and Covenants of the Investor. 

                                  A.
  The Investor represents, warrants and covenants as follows: 

                                                        (i)
                 The
  Investor has the necessary power to enter into this Agreement and to consummate
  the transactions contemplated hereby. 

                                                        (ii)              
  The execution and delivery by the Investor of this Agreement and the consummation
  of the transactions contemplated herein will not result in any violation of,
  or be in conflict with, or constitute a default under, any agreement or instrument
  to which the Investor is a party or by which the Investor or its properties
  are bound, or any judgment, decree, order or, to the Investor's knowledge, any
  statute, rule or regulation applicable to the Investor This Agreement when executed
  and delivered by the Investor, will constitute the legal, valid and binding
  obligations of the Investor, enforceable in accordance with their respective
  terms, except to the extent that (a) the enforceability hereof or thereof may
  be limited by bankruptcy,


6










 insolvency, reorganization, moratorium or similar laws from
  time to time in effect and affecting the rights of creditors generally, (b)
  the enforceability hereof or thereof is subject to general principles of equity,
  or (c) the indemnification provisions hereof or thereof may be held to be in
  violation of public policy. 

                                                        (iii)             
  The Investor will promptly forward copies of any and all due diligence questionnaires
  compiled by the Investor to the Placement Agent. 

                                                        (iv)
                The
  Investor is an Accredited Investor (as defined under the 1933 Act). 

                                                        (v)               
  The Investor is acquiring the Securities for the Inventor's own account as principal,
  not as a nominee or agent, for investment purposes only. Further, the Investor
  does not have any contract, undertaking, agreement or arrangement with any person
  to sell, transfer or grant participations to such person or to any third person,
  with respect to any of the Securities. 

                                                        (vi)              
  The Investor acknowledges the Investor's understanding that the offering and
  sale of the Securities is intended to be exempt from registration under the
  1933 Act by virtue of Section 3(b) of the 1933 Act and the provisions of Regulation
  D promulgated thereunder ("Regulation D"). In furtherance thereof, the
  Investor represents and warrants as follows: 

                                                                              (a)
                 The
  Investor has the financial ability to bear the economic risk of the Investor's
  investment, has adequate means for providing for the Inventor's current needs
  and personal contingencies and has no need for liquidity with respect to the
  Investor's investment in the Company; and 

                                                                              (b)
                 The
  Investor has such knowledge and experience in financial and business matters
  as to be capable of evaluating the merits and risks of the prospective investment.
  The Inventor also represents it has not been organized for the purpose of acquiring
  the Securities. 

                                                        (vii)             
  The Investor has been given the opportunity for a reasonable time prior to the
  date hereof to ask questions of, and receive answers from, the Company or its
  representatives concerning the terms and conditions of the Offering, and other
  matters pertaining to this investment, and has been given the opportunity for
  a reasonable time prior to the date hereof to obtain such additional information
  in connection with the Company in order for the Investor to evaluate the merits
  and risks of purchase of the Securities, to the extent the Company possesses
  such information or can acquire it without unreasonable effort or expense. The
  Investor is not relying on the Placement Agent or any of its affiliates with
  respect to the accuracy or completeness of the Offering Materials or for any
  economic considerations involved in this investment. 

                6.               
  Certain Covenants and Agreements of the Company. 

                The
  Company covenants and agrees at its expense and without any expense to the Placement
  Agent as follows: 

 7





                                   A.
                 To
  advise the Placement Agent and the Investor of any material adverse change in
  the Company's financial condition, prospects or business or of any development
  materially affecting the Company or rendering untrue or misleading any material
  statement in the Offering Materials occurring at any time as soon as the Company
  is either informed or becomes aware thereof. 

                                   B.
                 To
  use its commercially reasonable efforts to cause the Common Stock issuable in
  connection with the Standby Equity Distribution Agreement to be qualified or
  registered for sale on terms consistent with those stated in the Registration
  Rights Agreement and under the securities laws of such jurisdictions as the
  Placement Agent and the Investor shall reasonably request. Qualification, registration
  and exemption charges and fees shall be at the sole cost and expense of the
  Company. 

                                   C.
                 Upon
  written request, to provide and continue to provide the Placement Agent and
  the Investor copies of all quarterly financial statements and audited annual
  financial statements prepared by or on behalf of the Company, other reports
  prepared by or on behalf of the Company for public disclosure and all documents
  delivered to the Company's stockholders. 

                                   D.
                 To
  deliver, during the registration period of the Standby Equity Distribution Agreement,
  to the Investor upon the Investor's request, within forty five (45) days, a
  statement of its income for each such quarterly period, and its balance sheet
  and a statement of changes in stockholders' equity as of the end of such quarterly
  period, all in reasonable detail, certified by its principal financial or accounting
  officer; (ii) within ninety (90) days after the close of each fiscal year, its
  balance sheet as of the close of such fiscal year, together with a statement
  of income, a statement of changes in stockholders' equity and a statement of
  cash flow for such fiscal year, such balance sheet, statement of income, statement
  of changes in stockholders' equity and statement of cash flow to be in reasonable
  detail and accompanied by a copy of the certificate or report thereon of independent
  auditors if audited financial statements are prepared; and (iii) a copy of all
  documents, reports and information furnished to its stockholders at the time
  that such documents, reports and information are furnished to its stockholders.


                                   E.
                 To
  comply with the terms of the Offering Materials. 

                                   F.
                 To
  ensure that any transactions between or among the Company, or any of its officers,
  directors and affiliates be on terms and conditions that are no less favorable
  to the Company, than the terms and conditions that would be available in an
  "arm's length" transaction with an independent third party. 

                7.               
  Indemnification and Limitation of Liability. 

                                   A.
                 The
  Company hereby agrees that it will indemnify and hold the Placement Agent and
  each officer, director, shareholder, employee or representative of the Placement
  Agent and each person controlling, controlled by or under common control with
  the Placement Agent within the meaning of Section 15 of the 1933 Act or Section
  20 of the 1934 Act or the SEC's Rules and Regulations promulgated thereunder
  (the "Rules and Regulations"), harmless from and against any and all
  loss, claim, damage, liability, cost or expense whatsoever (including, but

 8








 not limited to, any and all reasonable legal fees and other
  expenses and disbursements incurred in connection with investigating, preparing
  to defend or defending any action, suit or proceeding, including any inquiry
  or investigation, commenced or threatened, or any claim whatsoever or in appearing
  or preparing for appearance as a witness in any action, suit or proceeding,
  including any inquiry, investigation or pretrial proceeding such as a deposition)
  to which the Placement Agent or such indemnified person of the Placement Agent
  may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
  or any other federal or state law or regulation, common law or otherwise, arising
  out of or based upon (i) any untrue statement or alleged untrue statement of
  a material fact contained in (a) Section 4 of this Agreement, (b) the Offering
  Materials (except those written statements relating to the Placement Agent given
  by the Placement Agent for inclusion therein), (c) any application or other
  document or written communication executed by the Company or based upon written
  information furnished by the Company filed in any jurisdiction in order to qualify
  the Common Stock under the securities laws thereof, or any state securities
  commission or agency; (ii) the omission or alleged omission from documents described
  in clauses (a), (b) or (c) above of a material fact required to be stated therein
  or necessary to make the statements therein not misleading; or (iii) the breach
  of any representation, warranty, covenant or agreement made by the Company in
  this Agreement. The Company further agrees that upon demand by an indemnified
  person, at any time or from time to time, it will promptly reimburse such indemnified
  person for any loss, claim, damage, liability, cost or expense actually and
  reasonably paid by the indemnified person as to which the Company has indemnified
  such person pursuant hereto. Notwithstanding the foregoing provisions of this
  Paragraph 7(A), any such payment or reimbursement by the Company of fees, expenses
  or disbursements incurred by an indemnified person in any proceeding in which
  a final judgment by a court of competent jurisdiction (after all appeals or
  the expiration of time to appeal) is entered against the Placement Agent or
  such indemnified person based upon specific finding of fact that the Placement
  Agent or such indemnified person's gross negligence or willful misfeasance will
  be promptly repaid to the Company. 

                                   B.
                 The
  Placement Agent hereby agrees that it will indemnify and hold the Company and
  each officer, director, shareholder, employee or representative of the Company,
  and each person controlling, controlled by or under common control with the
  Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
  1934 Act or the Rules and Regulations, harmless from and against any and all
  loss, claim, damage, liability, cost or expense whatsoever (including, but not
  limited to, any and all reasonable legal fees and other expenses and disbursements
  incurred in connection with investigating, preparing to defend or defending
  any action, suit or proceeding, including any inquiry or investigation, commenced
  or threatened, or any claim whatsoever or in appearing or preparing for appearance
  as a witness in any action, suit or proceeding, including any inquiry, investigation
  or pretrial proceeding such as a deposition) to which the Company or such indemnified
  person of the Company may become subject under the 1933 Act, the 1934 Act, the
  Rules and Regulations, or any other federal or state law or regulation, common
  law or otherwise, arising out of or based upon (i) the material breach of any
  representation, warranty, covenant or agreement made by the Placement Agent
  in this Agreement, or (ii) any false or misleading information provided to the
  Company in writing by one of the Placement Agent's indemnified persons specifically
  for inclusion in the Offering Materials. 

 9





                                   C.               
  The Investor hereby agrees that it will indemnify and hold the Placement Agent
  and each officer, director, shareholder, employee or representative of the Placement
  Agent, and each person controlling, controlled by or under common control with
  the Placement Agent within the meaning of Section 15 of the 1933 Act or Section
  20 of the 1934 Act or the Rules and Regulations, harmless from and against any
  and all loss, claim, damage, liability, cost or expense whatsoever (including,
  but not limited to, any and all reasonable legal fees and other expenses and
  disbursements incurred in connection with investigating, preparing to defend
  or defending any action, suit or proceeding, including any inquiry or investigation,
  commenced or threatened, or any claim whatsoever or in appearing or preparing
  for appearance as a witness in any action, suit or proceeding, including any
  inquiry, investigation or pretrial proceeding such as a deposition) to which
  the Placement Agent or such indemnified person of the Placement Agent may become
  subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
  other federal or state law or regulation, common law or otherwise, arising out
  of or based upon (i) the conduct of the Investor or its officers, employees
  or representatives in its acting as the Investor for the Offering, (ii) the
  material breach of any representation, warranty, covenant or agreement made
  by the Investor in the Offering Materials, or (iii) any false or misleading
  information provided to the Placement Agent by one of the Investor's indemnified
  persons. 

                                   D.
                 The
  Placement Agent hereby agrees that it will indemnify and hold the Investor and
  each officer, director, shareholder, employee or representative of the Investor,
  and each person controlling, controlled by or under common control with the
  Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the
  1934 Act or the Rules and Regulations, harmless from and against any and all
  loss, claim, damage, liability, cost or expense whatsoever (including, but not
  limited to, any and all reasonable legal fees and other expenses and disbursements
  incurred in connection with investigating, preparing to defend or defending
  any action, suit or proceeding, including any inquiry or investigation, commenced
  or threatened, or any claim whatsoever or in appearing or preparing for appearance
  as a witness in any action, suit or proceeding, including any inquiry, investigation
  or pretrial proceeding such as a deposition) to which the Investor or such indemnified
  person of the Investor may become subject under the 1933 Act, the 1934 Act,
  the Rules and Regulations, or any other federal or state law or regulation,
  common law or otherwise, arising out of or based upon the material breach of
  any representation, warranty, covenant or agreement made by the Placement Agent
  in this Agreement. 

                                   E.               
  Promptly after receipt by an indemnified party of notice of commencement of
  any action covered by Section 7(A), (B), (C) or (D), the party to be indemnified
  shall, within five (5) business days, notify the indemnifying party of the commencement
  thereof; the omission by one (1) indemnified party to so notify the indemnifying
  party shall not relieve the indemnifying party of its obligation to indemnify
  any other indemnified party that has given such notice and shall not relieve
  the indemnifying party of any liability outside of this indemnification if not
  materially prejudiced thereby. In the event that any action is brought against
  the indemnified party, the indemnifying party will be entitled to participate
  therein and, to the extent it may desire, to assume and control the defense
  thereof with counsel chosen by it which is reasonably acceptable to the indemnified
  party. After notice from the indemnifying party to such indemnified party of
  its election to so assume the defense thereof, the indemnifying party will not
  be liable to such indemnified party under such Section 7(A), (B), (C), or (D)
  for any legal or other expenses subsequently incurred by such indemnified party
  in

 10








 connection with the defense thereof, but the indemnified party
  may, at its own expense, participate in such defense by counsel chosen by it,
  without, however, impairing the indemnifying party's control of the defense.
  Subject to the proviso of this sentence and notwithstanding any other statement
  to the contrary contained herein, the indemnified party or parties shall have
  the right to choose its or their own counsel and control the defense of any
  action, all at the expense of the indemnifying party if (i) the employment of
  such counsel shall have been authorized in writing by the indemnifying party
  in connection with the defense of such action at the expense of the indemnifying
  party, or (ii) the indemnifying party shall not have employed counsel reasonably
  satisfactory to such indemnified party to have charge of the defense of such
  action within a reasonable time after notice of commencement of the action,
  or (iii) such indemnified party or parties shall have reasonably concluded that
  there may be defenses available to it or them which are different from or additional
  to those available to one or all of the indemnifying parties (in which case
  the indemnifying parties shall not have the right to direct the defense of such
  action on behalf of the indemnified party or parties), in any of which events
  such fees and expenses of one additional counsel shall be borne by the indemnifying
  party; provided, however, that the indemnifying party shall not, in connection
  with any one action or separate but substantially similar or related actions
  in the same jurisdiction arising out of the same general allegations or circumstance,
  be liable for the reasonable fees and expenses of more than one separate firm
  of attorneys at any time for all such indemnified parties. No settlement of
  any action or proceeding against an indemnified party shall be made without
  the consent of the indemnifying party. 

                                   F.               
  In order to provide for just and equitable contribution in circumstances in
  which the indemnification provided for in Section 7(A) or 7(B) is due in accordance
  with its terms but is for any reason held by a court to be unavailable on grounds
  of policy or otherwise, the Company and the Placement Agent shall contribute
  to the aggregate losses, claims, damages and liabilities (including legal or
  other expenses reasonably incurred in connection with the investigation or defense
  of same) which the other may incur in such proportion so that the Placement
  Agent shall be responsible for such percent of the aggregate of such losses,
  claims, damages and liabilities as shall equal the percentage of the gross proceeds
  paid to the Placement Agent and the Company shall be responsible for the balance;
  provided, however, that no person guilty of fraudulent misrepresentation within
  the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution
  from any person who was not guilty of such fraudulent misrepresentation. For
  purposes of this Section 7(F), any person controlling, controlled by or under
  common control with the Placement Agent, or any partner, director, officer,
  employee, representative or any agent of any thereof, shall have the same rights
  to contribution as the Placement Agent and each person controlling, controlled
  by or under common control with the Company within the meaning of Section 15
  of the 1933 Act or Section 20 of the 1934 Act and each officer of the Company
  and each director of the Company shall have the same rights to contribution
  as the Company. Any party entitled to contribution will, promptly after receipt
  of notice of commencement of any action, suit or proceeding against such party
  in respect of which a claim for contribution may be made against the other party
  under this Section 7(D), notify such party from whom contribution may be sought,
  but the omission to so notify such party shall not relieve the party from whom
  contribution may be sought from any obligation they may have hereunder or otherwise
  if the party from whom contribution may be sought is not materially prejudiced
  thereby.

 11





                                   G.
                 The
  indemnity and contribution agreements contained in this Section 7 shall remain
  operative and in full force and effect regardless of any investigation made
  by or on behalf of any indemnified person or any termination of this Agreement.


                                   H.               
  The Company hereby waives, to the fullest extent permitted by law, any right
  to or claim of any punitive, exemplary, incidental, indirect, special, consequential
  or other damages (including, without limitation, loss of profits) against the
  Placement Agent and each officer, director, shareholder, employee or representative
  of the placement agent and each person controlling, controlled by or under common
  control with the Placement Agent within the meaning of Section 15 of the 1933
  Act or Section 20 of the 1934 Act or the Rules and Regulations arising out of
  any cause whatsoever (whether such cause be based in contract, negligence, strict
  liability, other tort or otherwise). Notwithstanding anything to the contrary
  contained herein, the aggregate liability of the Placement Agent and each officer,
  director, shareholder, employee or representative of the Placement Agent and
  each person controlling, controlled by or under common control with the Placement
  Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the
  1934 Act or the Rules and Regulations shall not exceed the compensation received
  by the Placement Agent pursuant to Section 2 hereof. This limitation of liability
  shall apply regardless of the cause of action, whether contract, tort (including,
  without limitation, negligence) or breach of statute or any other legal or equitable
  obligation. 

               8.               
  Payment of Expenses.

                The
  Company hereby agrees to bear all of the expenses in connection with the Offering,
  including, but not limited to the following: filing fees, printing and duplicating
  costs, advertisements, postage and mailing expenses with respect to the transmission
  of Offering Materials, registrar and transfer agent fees, escrow agent fees
  and expenses, fees of the Company's counsel and accountants, issue and transfer
  taxes, if any. 

               9.               
Conditions of Closing.

                The
  Closing shall be held at the offices of the Investor or its counsel. The obligations
  of the Placement Agent hereunder shall be subject to the continuing accuracy
  of the representations and warranties of the Company and the Investor herein
  as of the date hereof and as of the Date of Closing (the "Closing Date")
  with respect to the Company or the Investor, as the case may be, as if it had
  been made on and as of such Closing Date; the accuracy on and as of the Closing
  Date of the statements of the officers of the Company made pursuant to the provisions
  hereof; and the performance by the Company and the Investor on and as of the
  Closing Date of its covenants and obligations hereunder and to the following
  further conditions: 

                                   A.
                 Upon
  the effectiveness of a registration statement covering the Standby Equity Distribution
  Agreement, the Investor and the Placement Agent shall receive the opinion of
  Counsel to the Company, dated as of the date thereof, which opinion shall be
  in form and substance reasonably satisfactory to the Investor, their counsel
  and the Placement Agent. 

                                   B.
                 At
  or prior to the Closing, the Investor and the Placement Agent shall have been
  furnished such documents, certificates and opinions as it may reasonably require
  for the purpose of enabling them to review or pass upon the matters referred
  to in this Agreement and the Offering Materials, or in order to evidence the
  accuracy, completeness or satisfaction of any of the representations, warranties
  or conditions herein contained. 

 12





                                   C.
                 At
  and prior to the Closing, (i) there shall have been no material adverse change
  nor development involving a prospective change in the condition or prospects
  or the business activities, financial or otherwise, of the Company from the
  latest dates as of which such condition is set forth in the Offering Materials;
  (ii) there shall have been no transaction, not in the ordinary course of business
  except the transactions pursuant to the Securities Purchase Agreement entered
  into by the Company on the date hereof which has not been disclosed in the Offering
  Materials or to the Placement Agent in writing; (iii) except as set forth in
  the Offering Materials, the Company shall not be in default under any provision
  of any instrument relating to any outstanding indebtedness for which a waiver
  or extension has not been otherwise received; (iv) except as set forth in the
  Offering Materials, the Company shall not have issued any securities (other
  than those to be issued as provided in the Offering Materials) or declared or
  paid any dividend or made any distribution of its capital stock of any class
  and there shall not have been any change in the indebtedness (long or short
  term) or liabilities or obligations of the Company (contingent or otherwise)
  and trade payable debt; (v) no material amount of the assets of the Company
  shall have been pledged or mortgaged, except as indicated in the Offering Materials;
  and (v) no action, suit or proceeding, at law or in equity, against the Company
  or affecting any of its properties or businesses shall be pending or threatened
  before or by any court or federal or state commission, board or other administrative
  agency, domestic or foreign, wherein an unfavorable decision, ruling or finding
  could materially adversely affect the businesses, prospects or financial condition
  or income of the Company, except as set forth in the Offering Materials. 

                                   D.               
  If requested at Closing the Investor and the Placement Agent shall receive a
  certificate of the Company signed by an executive officer and chief financial
  officer, dated as of the applicable Closing, to the effect that the conditions
  set forth in subparagraph (C) above have been satisfied and that, as of the
  applicable closing, the representations and warranties of the Company set forth
  herein are true and correct. 

                                   E.               
  The Placement Agent shall have no obligation to insure that (x) any check, note,
  draft or other means of payment for the Common Stock will be honored, paid or
  enforceable against the Investor in accordance with its terms, or (y) subject
  to the performance of the Placement Agent's obligations and the accuracy of
  the Placement Agent's representations and warranties hereunder, (1) the Offering
  is exempt from the registration requirements of the 1933 Act or any applicable
  state "Blue Sky" law or (2) the Investor is an Accredited Investor. 

                10.              
  Termination. 

                This
  Agreement shall be co-terminus with, and terminate upon the same terms and conditions
  as those set forth in, the Standby Equity Distribution Agreement. The rights
  of the Investor and the obligations of the Company under the Registration Rights
  Agreement, and the rights of the Placement Agent and the obligations of the
  Company shall survive the termination of this Agreement unabridged. 

 13





               11.               Miscellaneous.


                                  A.               
  This Agreement may be executed in any number of counterparts, each of which
  shall be deemed to be an original, but all which shall be deemed to be one and
  the same instrument. 

                                   B.
                 Any
  notice required or permitted to be given hereunder shall be given in writing
  and shall be deemed effective when deposited in the United States mail, postage
  prepaid, or when received if personally delivered or faxed (upon confirmation
  of receipt received by the sending party), addressed as follows to such other
  address of which written notice is given to the others): 

	 If to Placement Agent, to:  	 Newbridge Securities Corporation  
	  	 1451 Cypress Creek Road, Suite 204  
	  	 Fort Lauderdale, Florida 33309  
	  	 Attention:  	 Doug Aguililla  
	  	 Telephone:  	 (954) 334-3450  
	  	 Facsimile:  	 (954) 229-9937  
	  	 	 
	 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, Florida 33131-2399  
	  	 Attention:  	 Clayton E. Parker, Esq.  
	  	 Telephone:  	 (305) 539-3300  
	  	 Facsimile:  	 (305) 358-7095  
	  	 	 
	 If to the Investor:  	 Cornell Capital Partners, LP  
	  	 101 Hudson Street – Suite 3700  
	  	 Jersey City, New Jersey 07302  
	  	 Attention:  	 Mark A. Angelo  
	  	  	 Portfolio Manager  
	  	 Telephone:  	 (201) 985-8300  
	  	 Facsimile:  	 (201) 985-8266  
	  	 	 
	 With copies to:  	 Butler Gonzalez LLP  
	  	 1416 Morris Avenue – Suite 207  
	  	 Union, New Jersey 07083  
	  	 Attention:  	 David Gonzalez, Esq.  
	  	 Facsimile:  	 (908) 810-0973  


 14





                                   C.
                 This
  Agreement shall be governed by and construed in all respects under the laws
  of the State of Nevada, without reference to its conflict of laws rules or principles.
  Any suit, action, proceeding or litigation arising out of or relating to this
  Agreement shall be brought and prosecuted in such federal or state court or
  courts located within the State of New Jersey as provided by law. The parties
  hereby irrevocably and unconditionally consent to the jurisdiction of each such
  court or courts located within the State of New Jersey and to service of process
  by registered or certified mail, return receipt requested, or by any other manner
  provided by applicable law, and hereby irrevocably and unconditionally waive
  any right to claim that any suit, action, proceeding or litigation so commenced
  has been commenced in an inconvenient forum. 

                                   D.
                 This
  Agreement and the other agreements referenced herein contain the entire understanding
  between the parties hereto and may not be modified or amended except by a writing
  duly signed by the party against whom enforcement of the modification or amendment
  is sought. 

                                   E.               
  If any provision of this Agreement shall be held to be invalid or unenforceable,
  such invalidity or unenforceability shall not affect any other provision of
  this Agreement. 


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15







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

	  	COMPANY:  
	  	EYI INDUSTRIES, INC.  
	  	 	 
	 	 By:  	 "Jay Sargeant"  
	 	 Name:  	 Jay Sargeant
	 	 Title:  	 President  
	 	  	 
	 	  	 
	 	 PLACEMENT AGENT:  
	 	 NEWBRIDGE SECURITIES CORPORATION 
    
	 	  	 
	 	 By:  	 "Guy S. Amico"  
	 	 Name: 	Guy S. Amico 
	 	 Title:  	 President  
	 	  	 
	 	  	 
	 	 INVESTOR: 
	 	 CORNELL CAPITAL PARTNERS, LP  
	 	  	 
	 	 By:  	 Yorkville Advisors, LLC  
	 	 Its:  	 General Partner  
	 	  	 
	 	 By:  	 "Mark A. Angelo"  
	 	 Name: 	Mark A. Angelo  
	 	 Title:  	 Portfolio Manager  


 16