Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.28






ESCROW AGREEMENT



                THIS
  ESCROW AGREEMENT (this "Agreement") is made and entered into as of
  June 22, 2004 by EYI INDUSTRIES, INC., a Nevada corporation (the "Company");
  CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor");
  and BUTLER GONZALEZ LLP (the "Escrow Agent"). 

 BACKGROUND

                THIS
  ESCROW AGREEMENT (this "Agreement") is made and entered into as of
  June 22, 2004 by EYI INDUSTRIES, INC., a Nevada corporation (the "Company");
  CORNELL WHEREAS, the Company and the Investor have entered into
  an Standby Equity Distribution Agreement (the "Standby Equity Distribution
  Agreement") dated as of the date hereof, pursuant to which the Investor
  will purchase 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 Standby Equity Distribution Agreement, for an aggregate
  price of up to Ten Million U.S. Dollars ($10,000,000). The Standby Equity Distribution
  Agreement provides that on each Advance Date the Investor, as that term is defined
  in the Standby Equity Distribution Agreement, shall deposit the Advance pursuant
  to the Advance Notice in a segregated escrow account to be held by Escrow Agent
  and the Company shall deposit shares of the Company's Common Stock, which shall
  be purchased by the Investor as set forth in the Standby Equity Distribution
  Agreement, with the Escrow Agent, in order to effectuate a disbursement to the
  Company of the Advance by the Escrow Agent and a disbursement to the Investor
  of the shares of the Company's Common Stock by Escrow Agent at a closing to
  be held as set forth in the Standby Equity Distribution Agreement (the "Closing").


                THIS
  ESCROW AGREEMENT (this "Agreement") is made and entered into as of
  June 22, 2004 by EYI INDUSTRIES, INC., a Nevada corporation (the "Company");
  CORNELL WHEREAS, Escrow Agent has agreed to accept, hold, and
  disburse the funds and the shares of the Company's Common Stock deposited with
  it in accordance with the terms of this Agreement. 

                THIS
  ESCROW AGREEMENT (this "Agreement") is made and entered into as of
  June 22, 2004 by EYI INDUSTRIES, INC., a Nevada corporation (the "Company");
  CORNELL WHEREAS, in order to establish the escrow of funds and
  shares to effect the provisions of the Standby Equity Distribution 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 Advance funds deposited with the EscrowAgent
  pursuant to this Agreement. 

                               b.               
  "Joint Written Direction" shall mean a written direction
  executed by the Investor 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.               
  "Common Stock Joint Written Direction" shall mean a written direction
  executed by the Investor and the Company directing Investor's Counsel to disburse
  all or a portion of the shares of the Company's Common Stock or to refrain from
  taking any action pursuant to this Agreement. 

                               2.               
  Appointment of and Acceptance by Escrow Agent.

                               a.               
  The Investor 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.


                               b.               
  The Investor and the Company hereby appoint the Escrow Agent to serve as the
  holder of the shares of the Company's Common Stock which shall be purchased
  by the Investor. The Escrow Agent hereby accepts such appointment and, upon
  receipt via D.W.A.C or the certificates representing of the shares of the Company's
  Common Stock in accordance with Section 3 below, agrees to hold and disburse
  the shares of the Company's Common Stock in accordance with this Agreement.


                               c.               
  The Company hereby acknowledges that the Escrow Agent is counsel to the Investor
  in connection with the transactions contemplated and referenced 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 referenced herein, the Escrow Agent shall be permitted to continue
  to represent the Investor and the Company will not seek to disqualify such counsel.


                               3.               
  Creation of Escrow Account/Common Stock Account.

                               a.               
  On or prior to the date of this Agreement the Escrow Agent shall establish an
  escrow account for the deposit of the Escrow Funds entitled as follows: EYI
  Industries, Inc./Cornell Capital Partners, LP. The Investor will 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  





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                               b.               
  On or prior to the date of this Agreement the Escrow Agent shall establish an
  account for the D.W.A.C. of the shares of Common Stock. The Company will D.W.A.C.
  shares of the Company's Common Stock to the account of the Escrow Agent as follows:


	 Brokerage Firm:  	 Crown Financial Group  
	 	 
	 Clearing House:  	 Fiserv  
	 	 
	 Account #:  	 56797702  
	 	 
	 DTC #:  	 0632  
	 	 
	 Name on Account:  	 Butler Gonzalez LLP Escrow Account  




                               4.               
  Deposits into the Escrow Account. The Investor agrees that it shall promptly
  deliver all monies for the payment of the Common Stock to the Escrow Agent for
  deposit in the Escrow Account. 

                               5.               
  Disbursements from the Escrow Account. 

                               a.               
  At such time as Escrow Agent has collected and deposited instruments of payment
  in the total amount of the Advance and has received such Common Stock via D.W.A.C
  from the Company which are to be issued to the Investor pursuant to the Standby
  Equity Distribution Agreement, the Escrow Agent shall notify the Company and
  the Investor. The Escrow Agent will continue to hold such funds until the Investor
  and Company execute and deliver a Joint Written Direction directing the Escrow
  Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which
  time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing
  such funds, Escrow Agent is authorized to rely upon such Joint Written Direction
  from Company and may accept any signatory from the Company listed on the signature
  page to this Agreement and any signature from the Investor that Escrow Agent
  already has on file. Simultaneous with delivery of the executed Joint Written
  Direction to the Escrow Agent the Investor and Company shall execute and deliver
  a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow
  Agent to release via D.W.A.C to the Investor the shares of the Company's Common
  Stock. In releasing such shares of Common Stock the Escrow Agent is authorized
  to rely upon such Common Stock Joint Written Direction from Company and may
  accept any signatory from the Company listed on the signature page to this Agreement
  and any signature from the Escrow Agent has on file.

                               In
  the event the Escrow Agent does not receive the amount of the Advance from the
  Investor or the shares of Common Stock to be purchased by the Investor from
  the Company, the Escrow Agent shall notify the Company and the Investor.

                               In
  the event that the Escrow Agent has not received the Common Stock to be purchased
  by the Investor from the Company, in no event will the Escrow Funds be released
  to the Company until such shares are received by the Escrow Agreement. For purposes
  of this Agreement, the term "Common Stock certificates" shall mean Common Stock
  certificates to be purchased pursuant to the respective Advance Notice pursuant
  to the Standby Equity Distribution Agreement. 

                               6.               
  Deposit of Funds. The Escrow Agent is hereby authorized to deposit the
  wire transfer proceeds in the Escrow Account. 

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                               7.               
  Suspension of Performance: Disbursement Into Court.

                               a.               
  Escrow Agent. If at any time, there shall exist any dispute between the
  Company and the Investor with respect to holding or disposition of any portion
  of the Escrow Funds or the Common Stock 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: 

                                                   i.               
  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 

                                                   ii.               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 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. 

                                                   iii.               
  Escrow Agent shall have no liability to the Company, the Investor, 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. The Escrow Agent shall deposit the Escrow
  Funds in a non-interest bearing money market account.

                               If
  Escrow Agent has not received a Joint Written Direction at any time that an
  investment decision must be made, Escrow Agent may retain the Escrow Fund, or
  such portion thereof, as to which no Joint Written Direction has been received,
  in a non-interest bearing money market 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 and the Company identified in Sections 13a.(iv)

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 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 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 therein, 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 Standby Equity Distribution
  Agreement, or to appear in, prosecute or defend any such legal action or proceeding.
  Escrow Agent may consult legal counsel selected by it in the 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 jointly and severally shall promptly
  pay, upon demand, the reasonable fees and expenses of any such counsel and Escrow
  Agent is hereby authorized to pay such fees and expenses from funds held in
  escrow. 

                               b.               
  The 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 the 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

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 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, the 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 the 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 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 solely 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 hereunder in writing,
  and the 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
  and/or the Company shall be required to pay such fees and expense if (a) the
  Investor or the Company agree to pay such fees and expenses, or (b) the Investor
  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 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 Indemnified Party the Company
  and/or the Investor and 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. The Investor
  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

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 party so agreeing. All such fees and expenses payable by the
  Company and/or the Investor 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. 

                               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 as
  outlined in Section 12.4 of the Standby Equity Distribution Agreement dated
  the date hereof. 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 makes the following representations and warranties to Butler Gonzalez
  LLP as the Escrow Agent and Investor's Counsel: 

                                                   i.               
  The Investor 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,
  including any necessary approval of the limited partner of the Investor, has
  been executed by duly authorized officers of the Investor's general partner,
  enforceable in accordance with its terms. 

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

                                                   iv.               
  Mark A. Angelo has been duly appointed to act as the representative of Investor
  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 any and all other
  actions as the Investor's representative under this Agreement, all without further
  consent or direction form, or notice to, the Investor or any other party. 

                                                   v.               
  No party other than the parties hereto 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. 

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                                                   vi.               
  All of the representations and warranties of the Investor 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 Escrow Agent
  and the Investor: 

                                                   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 Escrow Agreement
  is in accordance with the Standby Equity Distribution Agreement and will not
  violate, conflict with, or cause a default under the articles 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 other binding
  arrangement. 

                                                   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 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. 

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                               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 mail, by certified mail with return
  receipt requested and postage prepaid, when delivered personally, one (1) day
  delivery to any overnight courier, or when transmitted by facsimile transmission
  and addressed to the party to be notified as follows: 

	 If to Investor, to:  	 Cornell Capital Partners, LP  
	  	 101 Hudson Street – Suite 3700  
	  	 Jersey City, New Jersey 07302  
	  	 Attention:  	 Mark Angelo  
	  	 Facsimile:  	 (201) 985-8266  
	  	 	 
	 If to Escrow Agent, to:  	 Butler Gonzalez LLP  
	  	 1416 Morris Avenue – Suite 207  
	  	 Union, New Jersey 07083  
	  	 Attention:  	 David Gonzalez, Esq.  
	  	 Facsimile:  	 (908) 810-0973  
	  	 	 
	 If to 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 of the Escrow Agent. 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. 

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                               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, the Company, or the Escrow Agent.


                               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 termination of the Standby Equity Distribution
  Agreement dated the date hereof or the disbursement of all amounts in the Escrow
  Funds and Common Stock 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 or Common Stock.



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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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