Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.32





 SECURITY AGREEMENT

                THIS
  SECURITY AGREEMENT (the "Agreement"), is entered into and
  made effective as of June __, 2004, by and between EYI INDUSTRIES, INC.,
  (the "Company"), and the BUYER(S) listed on Schedule I attached
  to the Securities Purchase Agreement dated the date hereof (the "Secured
  Party"). 

                WHEREAS,
  the Company shall issue and sell to the Secured Party, as provided in the
  Securities Purchase Agreement dated the date hereof, and the Secured Party shall
  purchase up to Five Hundred Thousand Dollars ($500,000) of five percent (5%)
  secured convertible debentures (the "Convertible Debentures"), which
  shall be convertible into shares of the Company's common stock, par value $0.001
  (the "Common Stock") (as converted, the "Conversion Shares"),
  for a total purchase price of up to Five Hundred Thousand Dollars ($500,000),
  in the respective amounts set forth opposite each Buyer(s) name on Schedule
  I attached to the Securities Purchase Agreement; 

                WHEREAS,
  to induce the Secured Party to enter into the transaction contemplated by
  the Securities Purchase Agreement, the Secured Convertible Debenture, the Investor
  Registration Rights Agreement, the Irrevocable Transfer Agent Instructions,
  and the Escrow Agreement (collectively referred to as the "Transaction Documents"),
  the Company hereby grants to the Secured Party a security interest in and to
  the pledged property identified on Exhibit "A" hereto (collectively referred
  to as the "Pledged Property") until the satisfaction of the Obligations,
  as defined herein below.

                NOW,
  THEREFORE, in consideration of the premises and the mutual covenants herein
  contained, and for other good and valuable consideration, the adequacy and receipt
  of which are hereby acknowledged, the parties hereto hereby agree as follows:


 ARTICLE 1. 

 DEFINITIONS AND INTERPRETATIONS

                Section
  1.1               .
  Recitals.

                The
  above recitals are true and correct and are incorporated herein, in their entirety,
  by this reference. 

                Section
  1.2.               
  Interpretations.

                Nothing
  herein expressed or implied is intended or shall be construed to confer upon
  any person other than the Secured Party any right, remedy or claim under or
  by reason hereof. 

                Section
  1.3.               
  Obligations Secured. 

                The
  obligations secured hereby are any and all obligations of the Company now existing
  or hereinafter incurred to the Secured Party, whether oral or written and whether
  arising before, on or after the date hereof including, without limitation, those
  obligations of the Company to the 








 Secured Party under the Securities Purchase Agreement, the
  Secured Convertible Debenture, the Investor Registration Rights Agreement and
  Irrevocable Transfer Agent Instructions, and any other amounts now or hereafter
  owed to the Secured Party by the Company thereunder or hereunder (collectively,
  the "Obligations"). 

 ARTICLE 2. 

 PLEDGED COLLATERAL, ADMINISTRATION OF COLLATERAL AND
  TERMINATION OF SECURITY INTEREST

                Section
  2.1.               
  Pledged Property. 

                               (a)
                 Company
  hereby pledges to the Secured Party, and creates in the Secured Party for its
  benefit, a security interest for such time until the Obligations are paid in
  full, in and to all of the property of the Company as set forth in Exhibit
  "A" attached hereto (collectively, the "Pledged Property"): 

                The
  Pledged Property, as set forth in Exhibit "A" attached hereto, and the
  products thereof and the proceeds of all such items are hereinafter collectively
  referred to as the "Pledged Collateral." 

                               (b)
                 Simultaneously
  with the execution and delivery of this Agreement, the Company shall make, execute,
  acknowledge, file, record and deliver to the Secured Party any documents reasonably
  requested by the Secured Party to perfect its security interest in the Pledged
  Property. Simultaneously with the execution and delivery of this Agreement,
  the Company shall make, execute, acknowledge and deliver to the Secured Party
  such documents and instruments, including, without limitation, financing statements,
  certificates, affidavits and forms as may, in the Secured Party's reasonable
  judgment, be necessary to effectuate, complete or perfect, or to continue and
  preserve, the security interest of the Secured Party in the Pledged Property,
  and the Secured Party shall hold such documents and instruments as secured party,
  subject to the terms and conditions contained herein. 

                Section
  2.2.               
  Rights; Interests; Etc. 

                               (a)
                 So
  long as no Event of Default (as hereinafter defined) shall have occurred and
  be continuing: 

                                                    (i)
                 the
  Company shall be entitled to exercise any and all rights pertaining to the Pledged
  Property or any part thereof for any purpose not inconsistent with the terms
  hereof; and 

                                                    (ii)
                 the
  Company shall be entitled to receive and retain any and all payments paid or
  made in respect of the Pledged Property. 

                               (b)
                 Upon
  the occurrence and during the continuance of an Event of Default: 

                                                    (i)
                 All
  rights of the Company to exercise the rights which it would otherwise be entitled
  to exercise pursuant to Section 2.2(a)(i) hereof and to receive payments 

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 which it would otherwise be authorized to receive and retain
  pursuant to Section 2.2(a)(ii) hereof shall be suspended, and all such rights
  shall thereupon become vested in the Secured Party who shall thereupon have
  the sole right to exercise such rights and to receive and hold as Pledged Collateral
  such payments; provided, however, that if the Secured Party shall become
  entitled and shall elect to exercise its right to realize on the Pledged Collateral
  pursuant to Article 5 hereof, then all cash sums received by the Secured Party,
  or held by Company for the benefit of the Secured Party and paid over pursuant
  to Section 2.2(b)(ii) hereof, shall be applied against any outstanding Obligations;
  and 

                                                    (ii)
                 All
  interest, dividends, income and other payments and distributions which are received
  by the Company contrary to the provisions of Section 2.2(b)(i) hereof shall
  be received in trust for the benefit of the Secured Party, shall be segregated
  from other property of the Company and shall be forthwith paid over to the Secured
  Party; or

                                                    (iii)
                The
  Secured Party in its sole discretion shall be authorized to sell any or all
  of the Pledged Property at public or private sale in order to recoup all of
  the outstanding principal plus accrued interest owed pursuant to the Convertible
  Debenture as described herein 

                               (c)
                 Each
  of the following events shall constitute a default under this Agreement (each
  an "Event of Default"): 

                                                    (i)
                  any
  default, whether in whole or in part, shall occur in the payment to the Secured
  Party of principal, interest or other item comprising the Obligations as and
  when due or with respect to any other debt or obligation of the Company to a
  party other than the Secured Party; 

                                                    (ii)
                 any
  default, whether in whole or in part, shall occur in the due observance or performance
  of any obligations or other covenants, terms or provisions to be performed under
  this Agreement or the Transaction Documents;

                                                    (iii)
                the
  Company shall: (1) make a general assignment for the benefit of its creditors;
  (2) apply for or consent to the appointment of a receiver, trustee, assignee,
  custodian, sequestrator, liquidator or similar official for itself or any of
  its assets and properties; (3) commence a voluntary case for relief as a debtor
  under the United States Bankruptcy Code; (4) file with or otherwise submit to
  any governmental authority any petition, answer or other document seeking: (A)
  reorganization, (B) an arrangement with creditors or (C) to take advantage of
  any other present or future applicable law respecting bankruptcy, reorganization,
  insolvency, readjustment of debts, relief of debtors, dissolution or liquidation;
  (5) file or otherwise submit any answer or other document admitting or failing
  to contest the material allegations of a petition or other document filed or
  otherwise submitted against it in any proceeding under any such applicable law,
  or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction;
  or 

                                                    (iv)
                 any
  case, proceeding or other action shall be commenced against the Company for
  the purpose of effecting, or an order, judgment or decree shall be entered by
  any court of competent jurisdiction approving (in whole or in part) anything
  specified in 

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 Section 2.2(c)(iii) hereof, or any receiver, trustee, assignee,
  custodian, sequestrator, liquidator or other official shall be appointed with
  respect to the Company, or shall be appointed to take or shall otherwise acquire
  possession or control of all or a substantial part of the assets and properties
  of the Company, and any of the foregoing shall continue unstayed and in effect
  for any period of thirty (30) days. 

 ARTICLE 3. 

 ATTORNEY-IN-FACT; PERFORMANCE

                Section
  3.1.               
  Secured Party Appointed Attorney-In-Fact. 

                Upon
  the occurrence of an Event of Default, the Company hereby appoints the Secured
  Party as its attorney-in-fact, with full authority in the place and stead of
  the Company and in the name of the Company or otherwise, from time to time in
  the Secured Party's discretion to take any action and to execute any instrument
  which the Secured Party may reasonably deem necessary to accomplish the purposes
  of this Agreement, including, without limitation, to receive and collect all
  instruments made payable to the Company representing any payments in respect
  of the Pledged Collateral or any part thereof and to give full discharge for
  the same. The Secured Party may demand, collect, receipt for, settle, compromise,
  adjust, sue for, foreclose, or realize on the Pledged Property as and when the
  Secured Party may determine. To facilitate collection, the Secured Party may
  notify account debtors and obligors on any Pledged Property or Pledged Collateral
  to make payments directly to the Secured Party. 

                Section
  3.2.               
  Secured Party May Perform. 

                If
  the Company fails to perform any agreement contained herein, the Secured Party,
  at its option, may itself perform, or cause performance of, such agreement,
  and the expenses of the Secured Party incurred in connection therewith shall
  be included in the Obligations secured hereby and payable by the Company under
  Section 8.3. 

 ARTICLE 4. 

 REPRESENTATIONS AND WARRANTIES

                Section
  4.1               .
  Authorization; Enforceability. 

                Each
  of the parties hereto represents and warrants that it has taken all action necessary
  to authorize the execution, delivery and performance of this Agreement and the
  transactions contemplated hereby; and upon execution and delivery, this Agreement
  shall constitute a valid and binding obligation of the respective party, subject
  to applicable bankruptcy, insolvency, reorganization, moratorium and similar
  laws affecting creditors' rights or by the principles governing the availability
  of equitable remedies. 

                Section
  4.2.               
  Ownership of Pledged Property. 

                The
  Company warrants and represents that it is the legal and beneficial owner of
  the Pledged Property free and clear of any lien, security interest, option or
  other charge or encumbrance except for the security interest created by this
  Agreement. 

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 ARTICLE 5. 

 DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL

                Section
  5.1.               
  Default and Remedies. 

                               (a)
                 If
  an Event of Default described in Section 2.2(c)(i) and (ii) occurs, then in
  each such case the Secured Party may declare the Obligations to be due and payable
  immediately, by a notice in writing to the Company, and upon any such declaration,
  the Obligations shall become immediately due and payable. If an Event of Default
  described in Sections 2.2(c)(iii) or (iv) occurs and is continuing for the period
  set forth therein, then the Obligations shall automatically become immediately
  due and payable without declaration or other act on the part of the Secured
  Party. 

                               (b)
                 Upon
  the occurrence of an Event of Default, the Secured Party shall: (i) be entitled
  to receive all distributions with respect to the Pledged Collateral, (ii) to
  cause the Pledged Property to be transferred into the name of the Secured Party
  or its nominee, (iii) to dispose of the Pledged Property, and (iv) to realize
  upon any and all rights in the Pledged Property then held by the Secured Party.


                Section
  5.2.               
  Method of Realizing Upon the Pledged Property: Other Remedies. 

                Upon
  the occurrence of an Event of Default, in addition to any rights and remedies
  available at law or in equity, the following provisions shall govern the Secured
  Party's right to realize upon the Pledged Property: 

                               (a)
                 Any
  item of the Pledged Property may be sold for cash or other value in any number
  of lots at brokers board, public auction or private sale and may be sold without
  demand, advertisement or notice (except that the Secured Party shall give the
  Company ten (10) days' prior written notice of the time and place or of the
  time after which a private sale may be made (the "Sale Notice")), which
  notice period shall in any event is hereby agreed to be commercially reasonable.
  At any sale or sales of the Pledged Property, the Company may bid for and purchase
  the whole or any part of the Pledged Property and, upon compliance with the
  terms of such sale, may hold, exploit and dispose of the same without further
  accountability to the Secured Party. The Company will execute and deliver, or
  cause to be executed and delivered, such instruments, documents, assignments,
  waivers, certificates, and affidavits and supply or cause to be supplied such
  further information and take such further action as the Secured Party reasonably
  shall require in connection with any such sale. 

                               (b)
                 Any
  cash being held by the Secured Party as Pledged Collateral and all cash proceeds
  received by the Secured Party in respect of, sale of, collection from, or other
  realization upon all or any part of the Pledged Collateral shall be applied
  as follows: 

                                                    (i)
                 to
  the payment of all amounts due the Secured Party for the expenses reimbursable
  to it hereunder or owed to it pursuant to Section 8.3 hereof; 

                                                    (ii)
                 to
  the payment of the Obligations then due and unpaid. 

 5 





                                              (iii)
                the
  balance, if any, to the person or persons entitled thereto, including, without
  limitation, the Company. 

                               (c)
                 In
  addition to all of the rights and remedies which the Secured Party may have
  pursuant to this Agreement, the Secured Party shall have all of the rights and
  remedies provided by law, including, without limitation, those under the Uniform
  Commercial Code. 

                                              (i)
                 If
  the Company fails to pay such amounts due upon the occurrence of an Event of
  Default which is continuing, then the Secured Party may institute a judicial
  proceeding for the collection of the sums so due and unpaid, may prosecute such
  proceeding to judgment or final decree and may enforce the same against the
  Company and collect the monies adjudged or decreed to be payable in the manner
  provided by law out of the property of Company, wherever situated. 

                                              (ii)
                 The
  Company agrees that it shall be liable for any reasonable fees, expenses and
  costs incurred by the Secured Party in connection with enforcement, collection
  and preservation of the Transaction Documents, including, without limitation,
  reasonable legal fees and expenses, and such amounts shall be deemed included
  as Obligations secured hereby and payable as set forth in Section 8.3 hereof.


                Section
  5.3.               
  Proofs of Claim. 

                In
  case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
  reorganization, arrangement, adjustment, composition or other judicial proceeding
  relating to the Company or the property of the Company or of such other obligor
  or its creditors, the Secured Party (irrespective of whether the Obligations
  shall then be due and payable as therein expressed or by declaration or otherwise
  and irrespective of whether the Secured Party shall have made any demand on
  the Company for the payment of the Obligations), subject to the rights of Previous
  Security Holders, shall be entitled and empowered, by intervention in such proceeding
  or otherwise: 

                                                    (i)
                 to
  file and prove a claim for the whole amount of the Obligations and to file such
  other papers or documents as may be necessary or advisable in order to have
  the claims of the Secured Party (including any claim for the reasonable legal
  fees and expenses and other expenses paid or incurred by the Secured Party permitted
  hereunder and of the Secured Party allowed in such judicial proceeding), and


                                                    (ii)
                 to
  collect and receive any monies or other property payable or deliverable on any
  such claims and to distribute the same; and any custodian, receiver, assignee,
  trustee, liquidator, sequestrator or other similar official in any such judicial
  proceeding is hereby authorized by the Secured Party to make such payments to
  the Secured Party and, in the event that the Secured Party shall consent to
  the making of such payments directed to the Secured Party, to pay to the Secured
  Party any amounts for expenses due it hereunder. 

                Section
  5.4.               
  Duties Regarding Pledged Collateral. 

                The
  Secured Party shall have no duty as to the collection or protection of the Pledged
  Property or any income thereon or as to the preservation of any rights pertaining
  thereto, beyond 

 6 









the safe custody and reasonable care of any of the Pledged Property actually in the Secured Party's possession. 

 ARTICLE 6. 

 AFFIRMATIVE COVENANTS

                The
  Company covenants and agrees that, from the date hereof and until the Obligations
  have been fully paid and satisfied, unless the Secured Party shall consent otherwise
  in writing (as provided in Section 8.4 hereof): 

                Section
  6.1.               
  Existence, Properties, Etc. 

                               (a)
                 The
  Company shall do, or cause to be done, all things, or proceed with due diligence
  with any actions or courses of action, that may be reasonably necessary (i)
  to maintain Company's due organization, valid existence and good standing under
  the laws of its state of incorporation, and (ii) to preserve and keep in full
  force and effect all qualifications, licenses and registrations in those jurisdictions
  in which the failure to do so could have a Material Adverse Effect (as defined
  below); and (b) the Company shall not do, or cause to be done, any act impairing
  the Company's corporate power or authority (i) to carry on the Company's business
  as now conducted, and (ii) to execute or deliver this Agreement or any other
  document delivered in connection herewith, including, without limitation, any
  UCC-1 Financing Statements required by the Secured Party to which it is or will
  be a party, or perform any of its obligations hereunder or thereunder. For purpose
  of this Agreement, the term "Material Adverse Effect" shall mean any
  material and adverse affect as determined by Secured Party in its sole discretion,
  whether individually or in the aggregate, upon (a) the Company's assets, business,
  operations, properties or condition, financial or otherwise; (b) the Company's
  to make payment as and when due of all or any part of the Obligations; or (c)
  the Pledged Property. 

                Section
  6.2.               
  Financial Statements and Reports. 

                The
  Company shall furnish to the Secured Party such financial data as the Secured
  Party may reasonably request. Without limiting the foregoing, the Company shall
  furnish to the Secured Party (or cause to be furnished to the Secured Party)
  the following: 

                               (a)
                 as
  soon as practicable and in any event within ninety (90) days after the end of
  each fiscal year of the Company, the balance sheet of the Company as of the
  close of such fiscal year, the statement of earnings and retained earnings of
  the Company as of the close of such fiscal year, and statement of cash flows
  for the Company for such fiscal year, all in reasonable detail, prepared in
  accordance with generally accepted accounting principles consistently applied,
  certified by the chief executive and chief financial officers of the Company
  as being true and correct and accompanied by a certificate of the chief executive
  and chief financial officers of the Company, stating that the Company has kept,
  observed, performed and fulfilled each covenant, term and condition of this
  Agreement during such fiscal year and that no Event of Default hereunder has
  occurred and is continuing, or if an Event of Default has occurred and is continuing,
  specifying the nature of same, the period of existence of same and the action
  the Company proposes to take in connection therewith; 

 7 





                               (b)
                 within
  thirty (30) days of the end of each calendar month, a balance sheet of the Company
  as of the close of such month, and statement of earnings and retained earnings
  of the Company as of the close of such month, all in reasonable detail, and
  prepared substantially in accordance with generally accepted accounting principles
  consistently applied, certified by the chief executive and chief financial officers
  of the Company as being true and correct; and 

                               (c)
                 promptly
  upon receipt thereof, copies of all accountants' reports and accompanying financial
  reports submitted to the Company by independent accountants in connection with
  each annual examination of the Company. 

                Section
  6.3.               
  Accounts and Reports. 

                The
  Company shall maintain a standard system of accounting in accordance with generally
  accepted accounting principles consistently applied and provide, at its sole
  expense, to the Secured Party the following: 

                               (a)
                 as
  soon as available, a copy of any notice or other communication alleging any
  nonpayment or other material breach or default, or any foreclosure or other
  action respecting any material portion of its assets and properties, received
  respecting any of the indebtedness of the Company in excess of $15,000 (other
  than the Obligations), or any demand or other request for payment under any
  guaranty, assumption, purchase agreement or similar agreement or arrangement
  respecting the indebtedness or obligations of others in excess of $15,000, including
  any received from any person acting on behalf of the Secured Party or beneficiary
  thereof; and 

                               (b)
                 within
  fifteen (15) days after the making of each submission or filing, a copy of any
  report, financial statement, notice or other document, whether periodic or otherwise,
  submitted to the shareholders of the Company, or submitted to or filed by the
  Company with any governmental authority involving or affecting (i) the Company
  that could have a Material Adverse Effect; (ii) the Obligations; (iii) any part
  of the Pledged Collateral; or (iv) any of the transactions contemplated in this
  Agreement or the Loan Instruments. 

                Section
  6.4.                Maintenance
  of Books and Records; Inspection. 

                The
  Company shall maintain its books, accounts and records in accordance with generally
  accepted accounting principles consistently applied, and permit the Secured
  Party, its officers and employees and any professionals designated by the Secured
  Party in writing, at any time to visit and inspect any of its properties (including
  but not limited to the collateral security described in the Transaction Documents),
  corporate books and financial records, and to discuss its accounts, affairs
  and finances with any employee, officer or director thereof. 

                Section
  6.5.               
  Maintenance and Insurance. 

                               (a)
                 The
  Company shall maintain or cause to be maintained, at its own expense, all of
  its assets and properties in good working order and condition, making all necessary
  repairs thereto and renewals and replacements thereof. 

                               (b)
                 The
  Company shall maintain or cause to be maintained, at its own expense, insurance
  in form, substance and amounts (including deductibles), which the Company 

 8 








 deems reasonably necessary to the Company's business, (i)
  adequate to insure all assets and properties of the Company, which assets and
  properties are of a character usually insured by persons engaged in the same
  or similar business against loss or damage resulting from fire or other risks
  included in an extended coverage policy; (ii) against public liability and other
  tort claims that may be incurred by the Company; (iii) as may be required by
  the Transaction Documents and/or applicable law and (iv) as may be reasonably
  requested by Secured Party, all with adequate, financially sound and reputable
  insurers. 

                Section
  6.6               .
  Contracts and Other Collateral. 

                The
  Company shall perform all of its obligations under or with respect to each instrument,
  receivable, contract and other intangible included in the Pledged Property to
  which the Company is now or hereafter will be party on a timely basis and in
  the manner therein required, including, without limitation, this Agreement.


                Section
  6.7.               
  Defense of Collateral, Etc. 

                The
  Company shall defend and enforce its right, title and interest in and to any
  part of: (a) the Pledged Property; and (b) if not included within the Pledged
  Property , those assets and properties whose loss could have a Material Adverse
  Effect, the Company shall defend the Secured Party's right, title and interest
  in and to each and every part of the Pledged Property, each against all manner
  of claims and demands on a timely basis to the full extent permitted by applicable
  law. 

                Section
  6.8.               
  Payment of Debts, Taxes, Etc. 

                The
  Company shall pay, or cause to be paid, all of its indebtedness and other liabilities
  and perform, or cause to be performed, all of its obligations in accordance
  with the respective terms thereof, and pay and discharge, or cause to be paid
  or discharged, all taxes, assessments and other governmental charges and levies
  imposed upon it, upon any of its assets and properties on or before the last
  day on which the same may be paid without penalty, as well as pay all other
  lawful claims (whether for services, labor, materials, supplies or otherwise)
  as and when due 

                Section
  6.9.               
  Taxes and Assessments; Tax Indemnity. 

                The
  Company shall (a) file all tax returns and appropriate schedules thereto that
  are required to be filed under applicable law, prior to the date of delinquency,
  (b) pay and discharge all taxes, assessments and governmental charges or levies
  imposed upon the Company, upon its income and profits or upon any properties
  belonging to it, prior to the date on which penalties attach thereto, and (c)
  pay all taxes, assessments and governmental charges or levies that, if unpaid,
  might become a lien or charge upon any of its properties; provided, however,
  that the Company in good faith may contest any such tax, assessment, governmental
  charge or levy described in the foregoing clauses (b) and (c) so long as appropriate
  reserves are maintained with respect thereto.

 9 





                Section
  6.10.               
  Compliance with Law and Other Agreements.

                The
  Company shall maintain its business operations and property owned or used in
  connection therewith in compliance with (a) all applicable federal, state and
  local laws, regulations and ordinances governing such business operations and
  the use and ownership of such property, and (b) all agreements, licenses, franchises,
  indentures and mortgages to which the Company is a party or by which the Company
  or any of its properties is bound. Without limiting the foregoing, the Company
  shall pay all of its indebtedness promptly in accordance with the terms thereof.


                Section
  6.11.               
  Notice of Default.

                The
  Company shall give written notice to the Secured Party of the occurrence of
  any default or Event of Default under this Agreement, the Transaction Documents
  or any other Loan Instrument or any other agreement of Company for the payment
  of money, promptly upon the occurrence thereof. 

                Section
  6.12.               
  Notice of Litigation. 

                The
  Company shall give notice, in writing, to the Secured Party of (a) any actions,
  suits or proceedings wherein the amount at issue is in excess of $50,000, instituted
  by any persons against the Company, or affecting any of the assets of the Company,
  and (b) any dispute, not resolved within fifteen (15) days of the commencement
  thereof, between the Company on the one hand and any governmental or regulatory
  body on the other hand, which might reasonably be expected to have a Material
  Adverse Effect on the business operations or financial condition of the Company.


 ARTICLE 7. 

NEGATIVE COVENANTS

                The
  Company covenants and agrees that, from the date hereof until the Obligations
  have been fully paid and satisfied, the Company shall not, unless the Secured
  Party shall consent otherwise in writing: 

                Section
  7.1.               
  Indebtedness. 

                The
  Company shall not directly or indirectly permit, create, incur, assume, permit
  to exist, increase, renew or extend on or after the date hereof any secured
  indebtedness on its part, including commitments, contingencies and credit availabilities,
  or apply for or offer or agree to do any of the foregoing. 

                Section
  7.2.               
  Liens and Encumbrances. 

                The
  Company shall not directly or indirectly make, create, incur, assume or permit
  to exist any assignment, transfer, pledge, mortgage, security interest or other
  lien or encumbrance of any nature in, to or against any part of the Pledged
  Property or of the Company's capital stock, or offer or agree to do so, or own
  or acquire or agree to acquire any asset or property of any 

 10 








 character subject to any of the foregoing encumbrances (including
  any conditional sale contract or other title retention agreement), or assign,
  pledge or in any way transfer or encumber its right to receive any income or
  other distribution or proceeds from any part of the Pledged Property or the
  Company's capital stock; or enter into any sale-leaseback financing respecting
  any part of the Pledged Property as lessee, or cause or assist the inception
  or continuation of any of the foregoing. 

                Section
  7.3.               
  Articles of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions
  and Sales. 

                Without
  the prior express written consent of the Secured Party, the Company shall not:
  (a) Amend its Articles of Incorporation or By-Laws; (b) be a party to any merger,
  consolidation or corporate reorganization, (c) sell, transfer, convey, grant
  a security interest in or lease all or any substantial part of its assets, nor
  (d) create any subsidiaries nor convey any of its assets to any subsidiary.


                Section
  7.4.               
  Management, Ownership. 

                The
  Company shall not materially change its ownership, executive staff or management
  without the prior written consent of the Secured Party. The ownership, executive
  staff and management of the Company are material factors in the Secured Party's
  willingness to institute and maintain a lending relationship with the Company.


                Section
  7.5.               
  Dividends, Etc. 

                The
  Company shall not declare or pay any dividend of any kind, in cash or in property,
  on any class of its capital stock, nor purchase, redeem, retire or otherwise
  acquire for value any shares of such stock, nor make any distribution of any
  kind in respect thereof, nor make any return of capital to shareholders, nor
  make any payments in respect of any pension, profit sharing, retirement, stock
  option, stock bonus, incentive compensation or similar plan (except as required
  or permitted hereunder), without the prior written consent of the Secured Party.


                Section
  7.6.               
  Guaranties; Loans. 

                The
  Company shall not guarantee nor be liable in any manner, whether directly or
  indirectly, or become contingently liable after the date of this Agreement in
  connection with the obligations or indebtedness of any person or persons, except
  for (i) the indebtedness currently secured by the liens identified on the Pledged
  Property identified on Exhibit A hereto and (ii) the endorsement of negotiable
  instruments payable to the Company for deposit or collection in the ordinary
  course of business. The Company shall not make any loan, advance or extension
  of credit to any person other than in the normal course of its business. 

                Section
  7.7.               
  Debt. 

                The
  Company shall not create, incur, assume or suffer to exist any additional indebtedness
  of any description whatsoever in an aggregate amount in excess of $100,000 (excluding
  any indebtedness of the Company to the Secured Party, trade accounts payable
  and accrued expenses incurred in the ordinary course of business and the endorsement
  of negotiable 

 11 








 instruments payable to the Company, respectively for deposit
  or collection in the ordinary course of business). 

                Section
  7.8.               
  Conduct of Business. 

                The
  Company will continue to engage, in an efficient and economical manner, in a
  business of the same general type as conducted by it on the date of this Agreement.


                Section
  7.9.               
  Places of Business. 

                The
  location of the Company's chief place of business is 3960 Howard Hughes Parkway,
  Suite 500, Las Vegas, Nevada 89109. The Company shall not change the location
  of its chief place of business, chief executive office or any place of business
  disclosed to the Secured Party or move any of the Pledged Property from its
  current location without thirty (30) days' prior written notice to the Secured
  Party in each instance.

 ARTICLE 8.

MISCELLANEOUS

                Section
  8.1.               
  Notices. 

                All
  notices or other communications required or permitted to be given pursuant to
  this Agreement shall be in writing and shall be considered as duly given on:
  (a) the date of delivery, if delivered in person, by nationally recognized overnight
  delivery service or (b) five (5) days after mailing if mailed from within the
  continental United States by certified mail, return receipt requested to the
  party entitled to receive the same: 


	 If to the Secured Party:  	 Cornell Capital Partners, LP  
	  	 101 Hudson Street-Suite 3700  
	  	 Jersey City, New Jersey 07302  
	  	 Attention:  	 Mark Angelo  
	  	  	 Portfolio Manager  
	  	 Telephone:  	 (201) 986-8300  
	  	 Facsimile:  	 (201) 985-8266  
	  	 	 
	 With a copy to:  	 Butler Gonzalez LLP  
	  	 1416 Morris Avenue - Suite 207  
	  	 Union, New Jersey 07083  
	  	 Attention:  	 David Gonzalez, Esq.  
	  	 Telephone:  	 (908) 810-8588  
	  	 	 (908) 810-0973  





  12 





	 And if to the Company:  	 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  




                 Any
  party may change its address by giving notice to the other party stating its
  new address. Commencing on the tenth (10th) day after the giving
  of such notice, such newly designated address shall be such party's address
  for the purpose of all notices or other communications required or permitted
  to be given pursuant to this Agreement. 

                Section
  8.2.               
  Severability. 

                If
  any provision of this Agreement shall be held invalid or unenforceable, such
  invalidity or unenforceability shall attach only to such provision and shall
  not in any manner affect or render invalid or unenforceable any other severable
  provision of this Agreement, and this Agreement shall be carried out as if any
  such invalid or unenforceable provision were not contained herein. 

                Section
  8.3               Expenses.


                In
  the event of an Event of Default, the Company will pay to the Secured Party
  the amount of any and all reasonable expenses, including the reasonable fees
  and expenses of its counsel, which the Secured Party may incur in connection
  with: (i) the custody or preservation of, or the sale, collection from, or other
  realization upon, any of the Pledged Property; (ii) the exercise or enforcement
  of any of the rights of the Secured Party hereunder or (iii) the failure by
  the Company to perform or observe any of the provisions hereof. 

                Section
  8.4.               
  Waivers, Amendments, Etc. 

                The
  Secured Party's delay or failure at any time or times hereafter to require strict
  performance by Company of any undertakings, agreements or covenants shall not
  waiver, affect, or diminish any right of the Secured Party under this Agreement
  to demand strict compliance and performance herewith. Any waiver by the Secured
  Party of any Event of Default shall not waive or affect any other Event of Default,
  whether such Event of Default is prior or subsequent thereto and whether of
  the same or a different type. None of the undertakings, agreements and covenants
  of the Company contained in this Agreement, and no Event of Default, shall be
  deemed to have been waived by the Secured Party, nor may this Agreement be amended,
  changed or modified, unless such waiver, amendment, change or modification is
  evidenced by an 

 13 









instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured Party. 

                Section
  8.5.                Continuing
  Security Interest. 

                This
  Agreement shall create a continuing security interest in the Pledged Property
  and shall: (i) remain in full force and effect until payment in full of the
  Obligations; and (ii) be binding upon the Company and its successors and heirs
  and (iii) inure to the benefit of the Secured Party and its successors and assigns.
  Upon the payment or satisfaction in full of the Obligations, the Company shall
  be entitled to the return, at its expense, of such of the Pledged Property as
  shall not have been sold in accordance with Section 5.2 hereof or otherwise
  applied pursuant to the terms hereof. 

                Section
  8.6               .
  Independent Representation. 

                Each
  party hereto acknowledges and agrees that it has received or has had the opportunity
  to receive independent legal counsel of its own choice and that it has been
  sufficiently apprised of its rights and responsibilities with regard to the
  substance of this Agreement. 

                Section
  8.7.               
  Applicable Law: Jurisdiction. 

                This
  Agreement shall be governed by and interpreted in accordance with the laws of
  the State of Nevada without regard to the principles of conflict of laws. The
  parties further agree that any action between them shall be heard in Hudson
  County, New Jersey, and expressly consent to the jurisdiction and venue of the
  Superior Court of New Jersey, sitting in Hudson County and the United States
  District Court for the District of New Jersey sitting in Newark, New Jersey
  for the adjudication of any civil action asserted pursuant to this Paragraph.


                Section
  8.8.               
  Waiver of Jury Trial. 

                AS
  A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT AND
  TO MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY WAIVES
  ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
  AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.

                Section
  8.9.               
  Entire Agreement. 

                This
  Agreement constitutes the entire agreement among the parties and supersedes
  any prior agreement or understanding among them with respect to the subject
  matter hereof. 

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 14 





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


	 	 COMPANY:  
	 	 EYI INDUSTRIES, INC.  
	  	 	 
	 	 By:  	 "Jay Sargeant"  
	 	 Name:	 Jay Sargeant  
	 	 Title:  	 President  
	 	  	 
	 	  	 
	 	 SECURED PARTY:  
	 	 CORNELL CAPITAL PARTNERS, LP  
	 	  	 
	 	 By:  	 Yorkville Advisors, LLC  
	 	 Its:  	 General Partner  
	 	  	 
	 	 By:  	 "Mark Angelo"  
	 	 Name:   	Mark Angelo
	 	 Title:  	 Portfolio Manager  





  15 







 EXHIBIT A 

 DEFINITION OF PLEDGED PROPERTY

                For
  the purpose of securing prompt and complete payment and performance by the Company
  of all of the Obligations, the Company unconditionally and irrevocably hereby
  grants to the Secured Party a continuing security interest in and to, and lien
  upon, the following Pledged Property of the Company: 

                               (a)               
  all goods of the Company, including, without limitation, machinery, equipment,
  furniture, furnishings, fixtures, signs, lights, tools, parts, supplies and
  motor vehicles of every kind and description, now or hereafter owned by the
  Company or in which the Company may have or may hereafter acquire any interest,
  and all replacements, additions, accessions, substitutions and proceeds thereof,
  arising from the sale or disposition thereof, and where applicable, the proceeds
  of insurance and of any tort claims involving any of the foregoing; 

                               (b)               
  all inventory of the Company, including, but not limited to, all goods, wares,
  merchandise, parts, supplies, finished products, other tangible personal property,
  including such inventory as is temporarily out of Company's custody or possession
  and including any returns upon any accounts or other proceeds, including insurance
  proceeds, resulting from the sale or disposition of any of the foregoing; 

                               (c)               
  all contract rights and general intangibles of the Company, including, without
  limitation, goodwill, trademarks, trade styles, trade names, leasehold interests,
  partnership or joint venture interests, patents and patent applications, copyrights,
  deposit accounts whether now owned or hereafter created; 

                               (d)                all
  documents, warehouse receipts, instruments and chattel paper of the Company
  whether now owned or hereafter created; 

                               (e)               
  all accounts and other receivables, instruments or other forms of obligations
  and rights to payment of the Company (herein collectively referred to as "Accounts"),
  together with the proceeds thereof, all goods represented by such Accounts and
  all such goods that may be returned by the Company's customers, and all proceeds
  of any insurance thereon, and all guarantees, securities and liens which the
  Company may hold for the payment of any such Accounts including, without limitation,
  all rights of stoppage in transit, replevin and reclamation and as an unpaid
  vendor and/or lienor, all of which the Company represents and warrants will
  be bona fide and existing obligations of its respective customers, arising out
  of the sale of goods by the Company in the ordinary course of business; 

                               (f)               
  to the extent assignable, all of the Company's rights under all present and
  future authorizations, permits, licenses and franchises issued or granted in
  connection with the operations of any of its facilities; 

                               (g)               
  all products and proceeds (including, without limitation, insurance proceeds)
  from the above-described Pledged Property. 

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