fs8120109ex10i_nxt.htm


    Exhibit 10.1

     

     

    LICENSING
AGREEMENT

    


    THIS
LICENSING AGREEMENT ("Contract") is made and entered into effective November 30,
2009, by and between MINE O’MINE, INC., a Nevada Corporation, having its
principal place of business at c/o Lester J. Knispel, Boulevard Management,
21731 Ventura Blvd., #300, Woodland Hills, CA 91364 (hereinafter "MOM") and NXT
Nutritionals Holdings, Inc., a Delaware corporation having offices at 56 Jackson
Street, Holyoke, MA 01040, (hereinafter "NXT").

     

    WITNESSETH:

     

    WHEREAS,
NXT is a company engaged in the business of manufacturing, distributing and
selling an all natural alternative sweetener known as ““SUSTA Natural
Sweetener®” (“SUSTA”);

     

    WHEREAS,
NXT desires to obtain, and MOM desires to grant: (1) a license to use Shaquille
O’Neal’s (“SHAQUILLE”) name, fame, image and athletic renown in connection with
the advertisement, promotion and sale of SUSTA; (2) a license to the use certain
trademarks owned by MOM; and (3) certain other ancillary services of
SHAQUILLE.

     

    WHEREAS,
SHAQUILLE has licensed his name, fame, image and athletic renown; certain
trademarks; and the right to provide certain ancillary services to MOM or MOM
owns certain trademarks, along with the rights to sublicense such rights to
third parties.

     

    WHEREAS,
MOM has agreed to authorize such use and provide such ancillary services upon
the terms and conditions contained below.

     

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

    


    1.           Definitions. As used
herein, the terms set forth below shall be defined as follows:

     

    
      
         

      

      
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    A.           "Shaquille
Endorsement" means the right to use, subject to the provisions hereof,
SHAQUILLE's name, fame, nickname, initials, autograph, voice, video, film
portrayals or performances, facsimile or original signature, photograph,
likeness and image or facsimile image, which are owned or licensed by SHAQUILLE
or MOM and provided to NXT and any other likeness of, or means of endorsement
by, SHAQUILLE used in connection with the advertising, promotion and sale of
SUSTA.

    


    B.           "Contract
Territory" shall mean the entire world.

    


    C.           "Contract
Year" shall mean each of the designated periods during the Term of the Contract
with "Contract Year One" being the period November, 23, 2009 through November
22, 2010; Contract Year Two is November 23, 2010 through November 22, 2011; and
"Contract Year Three" is November 23, 2011 through November 22,
2012.

    


    D.           "NBA"
shall mean the National Basketball Association.

    


    E.           "NBAP"
shall mean the NBA Properties, Inc.


    F.           "Shaquille
Marks" shall mean the following trademarks: (i) SHAQUILLETM; (ii) SHAQUILLE
O’NEAL®; (iii) SHAQUILLE O’NEAL (signature)TM; and (iv) SHAQ®.

     

    G.           “Restricted
Media” shall have the meaning ascribed to it in Paragraph 3.

    


    H.           “Term”
shall have the meaning ascribed to it in Paragraph 2.

    


    I.           "Electronic
Media" shall include, but is not limited to, all forms of electronic, magnetic,
digital, optical and laser based information storage, transmittal and retrieval
systems, Internet software, CD-ROM, compact and laser discs, DVD, floptical
disks, ROM Card, silicon chip, on-line electronic or satellite based data
transmission and other such systems, and any other device or medium for
electronic reproduction, publication, distribution or transmission, whether now
or hereafter known or developed.

     

    
      
         

      

      
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    2.           Term. This Contract
shall remain in full force and effect from November 23, 2009 through
November 22, 2012 (“Term”).

    


    3.           Grant of
Endorsement.

    


    A.           In
consideration of the remuneration to be paid to MOM pursuant hereto, MOM grants
to NXT the right and license, during the Term of the Contract and within the
Contract Territory, to use (subject to the terms and conditions herein,
including without limitation, Paragraphs 7 and 9.D.) the Shaquille Endorsement
and the Shaquille Marks solely in connection with the advertisement, promotion,
public relations and sale of a natural sweetener known as SUSTA, in all forms of
media, including the internet and other Electronic Media, but excluding the
Restricted Media as defined below. Notwithstanding anything to the contrary
contained in this Contract, NXT and MOM agree and acknowledge that: (i) during
the Term of this Contract, MOM and SHAQUILLE shall be prohibited from granting
any rights identical or similar to the rights granted to NXT hereunder to any
entity for the purpose of directly or indirectly promoting or advertising all
natural alternative sweeteners; provided however, that the foregoing restriction
does not apply to sugar or artificial sweeteners or any products that include
any type of sweeteners (including, but not limited to, natural alternative
sweeteners) as an ingredient, including without limitation, food, confectionery
products and beverages; (ii) subject to subparagraph (i), nothing in this
Contract shall prohibit MOM and/or SHAQUILLE from licensing the Shaquille
Endorsement or the Shaquille Marks to any third party or otherwise promoting,
advertising or endorsing any goods or services; (iii) NXT shall not be permitted
to utilize the Shaquille Endorsement or the Shaquille Marks or any Composite
Marks or Derivative Marks (as defined below) on any packaging, (“Restricted
Media”). It is understood that the Shaquille Endorsement and/or Shaquille Marks
and/or any Composite Marks or Derivative Marks may not be used for any purpose
not otherwise explicitly agreed upon by the parties herein, or in connection,
directly or indirectly, with any items or services for sale, other than SUSTA,
as specified herein. Except as set forth below, NXT is not entitled to create,
reproduce, publish, sell, distribute, transmit, download or otherwise use any
"Electronic Media" containing the Shaquille Endorsement or Shaquille Marks or to
license any party to do any of the foregoing, except solely for advertising and
promotional purposes of SUSTA and not, in each case, for sale or distribution of
the Shaquille Endorsement or Shaquille Marks or any Composite Marks or
Derivative Marks, in part or in whole, in any manner whatsoever. Notwithstanding
the preceding, under no circumstances may any form of media, internet,
Electronic Media or any other form of advertisement or promotion with respect to
the Shaquille Endorsement or Shaquille Marks or any Composite Marks or
Derivative Marks make use of any form of interactive media, unless subject to
the prior written approval of MOM, which shall not be unreasonably withheld.
Notwithstanding anything to the contrary contained herein, NXT shall not have
the right to utilize the Shaquille Endorsement or the Shaquille Marks or any
Composite Marks or Derivative Marks to promote any products bearing any name,
mark or designation other than SUSTA.

     

    
      
         

      

      
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    B.           Except
as otherwise provided herein, MOM shall retain all right, title and interest in
and to the Shaquille Marks and Shaquille Endorsement and any Composite Marks and
Derivative Marks (as defined below), the goodwill associated therewith and
symbolized thereby and any applications or registrations, and shall not be
prevented from using, permitting or licensing others to use the Shaquille Marks
and Shaquille Endorsement any Composite Marks and Derivative Marks in connection
with the advertisement, promotion or sale of any product or service, except as
otherwise restricted herein. NXT, at its sole cost, shall take the necessary
steps, including the retention of counsel reasonably acceptable to MOM, to
protect the Shaquille Endorsement and the Shaquille Marks and any Composite
Marks or Derivative Marks in the name of MOM, but solely in connection with the
advertisement, promotion and sale of SUSTA and solely in connection with which
NXT has used or intends to use the Shaquille Endorsement, Shaquille Marks or any
Composite Marks or Derivative Marks (including, but not limited to, filing all
necessary state, federal and international trademark applications and
maintaining any resulting registrations and renewals).  All trademarks
and other registrations with respect to the foregoing shall be in the name of
MOM or SHAQUILLE, as designated by MOM.

     

    C.           NXT
agrees that it shall promptly notify MOM in writing of any actual or threatened
unauthorized use, misappropriation, infringement, dilution or other violation or
impairment by third parties of the Shaquille Endorsement or Shaquille Marks or
any Composite Marks or Derivative Marks, in whole or in part
(“Infringement”).  MOM shall have the sole right to determine whether
any action shall be taken to pursue such Infringement.  In the event
that MOM fails to pursue such Infringement, MOM may grant, in its sole and
absolute discretion, NXT the right to pursue the Infringement.  If NXT
obtains the right from MOM to pursue any such third party, NXT shall pay all
costs and attorneys’ fees to bring such action and all facets of such action
shall be controlled by MOM.

     

    
      
         

      

      
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    D.           In
addition to Paragraph 3.C., NXT agrees that it shall promptly notify MOM in
writing of any actual or threatened infringements, claims, oppositions,
cancellations or actions asserted by others in connection with the Shaquille
Marks or any Composite Marks or Derivative Marks.

     

    E.           Under
no circumstances does this Contract grant or purport to grant to NXT the right
to use any logo, trade name, trademark, service mark, copyright or other
intellectual property right owned by NBA (or any of its teams) or NBAP. NXT
agrees and acknowledges that it must obtain separate approval from the NBA
and/or NBAP for the use of any such intellectual property, and in the absence of
such written approval, shall not make any use whatsoever thereof. NXT agrees
that it shall not utilize the Shaquille Endorsement, the Shaquille Marks, any
Composite Marks or Derivative Marks, which would cause a breach of, or endanger,
any agreement with, or regulation of, the NBA or the NBAP.

     

    F.           Subject
to the terms and conditions set forth herein, the parties acknowledge and agree
that all materials produced in connection with this Contract and all elements
thereof, including all advertising and promotional materials, trademarks,
phrases, words, music, titles or characters therein, excluding any of foregoing
that includes or embodies, in whole or in part, the Shaquille Endorsement, the
Shaquille Marks, any Composite Marks or Derivative Marks, (the "Materials")
shall be and remain the absolute and exclusive property of NXT, any Materials
that include or embody the Shaquille Endorsement, Shaquille Marks, any Composite
Marks or Derivative Marks (the “Excluded Materials”) shall be and remain the
absolute and exclusive property of MOM and that with respect to the Materials,
NXT shall retain the entire worldwide copyright thereto, all other intellectual
property rights and all applications, registrations, renewals and extensions
thereof and all underlying materials created in connection therewith, and with
respect to the Excluded Materials, MOM shall retain the entire worldwide
copyright thereto, all other intellectual property rights and all applications,
registrations, renewals and extensions thereof and all underlying materials
created in connection therewith, all of the foregoing subject to the limiting
terms and provisions of this Contract.

     

    
      
         

      

      
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    G.           `Notwithstanding
anything to the contrary contained herein, NXT shall preserve and maintain the
independent indicia and ownership of and between the Shaquille Marks and any
trademark, service mark, trade name or design owned or licensed by NXT,
including without limitation, the SUSTA mark (“Combined
Marks”).  Aside from any Combined Marks, in the event any Composite
Mark or Derivative Mark is created or used in connection with the advertisement,
promotion, public relations and sale of SUSTA: (a) all right, title and interest
in and to the Composite Mark and Derivative Mark, goodwill associated therewith
and symbolized thereby and any applications, registrations and renewals thereof
shall be owned by MOM, and (b) NXT shall consent to MOM’s ownership, use,
registration, maintenance and enforcement of the Composite Mark and Derivative
Mark in association with the foregoing goods and services.  “Composite
Mark” shall mean a unitary or composite mark consisting of any Shaquille Mark,
on the one hand, and any trademark, service mark, trade name or design,
excluding Combined Marks, on the other hand, and “Derivative Mark” shall mean a
mark otherwise derived from any of the Shaquille Marks.

     

    H.             NXT
shall be solely responsible for ensuring that all uses of the Shaquille
Endorsement and the Shaquille Marks and any Composite Mark and Derivative Mark
by NXT comply with all applicable laws.

    


    I.           MOM
covenants that it shall cause SHAQUILLE to fulfill the Ancillary Services and
that, during the Term, SHAQUILLE will continue to endorse SUSTA as set forth in
Paragraph 4. MOM understands that the marketing, advertising and general
promotion of SUSTA may attribute statements to SHAQUILLE to the effect that he
is an endorser thereof and MOM will have prior reasonable written approval over
such endorsement statements within the time period set forth for approvals
below.

     

    
      
         

      

      
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    4.             Ancillary Services.
To facilitate NXT's usage of the exclusive right and license to the Shaquille
Endorsement and the Shaquille Marks as provided herein, MOM agrees to provide
the following ancillary services as set forth below (“Ancillary
Services”).

     

    A.           Subject
to the terms and conditions of this Contract, including without limitation,
Paragraph 4.B, MOM shall provide the services of SHAQUILLE as
follows:

    


    (i)           As
part of the Ancillary Services to be rendered by MOM hereunder, MOM shall cause
SHAQUILLE to make one (1) "production day" appearance ("Production Day" as
defined below) in the continental United States, as may be required by NXT,
during each Contract Year beginning with Contract Year One solely in connection
with the advertising, promotion and sale of SUSTA. A “Production Day” is defined
as an appearance for the purpose of shooting photos for posters, brochures,
in-store displays, and/or any and all such other forms of print advertising and
promotional materials as NXT may reasonably determine and photo or production
sessions related to video productions, television commercials (in accordance
with the provisions of subparagraph C following) and/or other advertising (but,
in all events, excluding infomercials or other like vehicles).

    


    (ii)           NXT
shall have the right to require SHAQUILLE during each Contract Year to make a
total of two (2) personal appearances of up to two (2) hours (each such
appearance to be referred to as an "Event Day") at gatherings hosted by NXT
solely to promote SUSTA to be held in the continental United States, which shall
not involve a public and/or private autograph or like signing
session.

    


    (iii)           MOM
shall make SHAQUILLE available for seven (7) radio, television and press
interviews per Contract Year solely to promote SUSTA, which is to last no longer
than five (5) minutes each.

     

    
      
         

      

      
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    (iv)           During
the Term of this Contract, MOM agrees to cause SHAQUILLE to personally autograph
up to eighty (80) items (which shall be provided by NXT) per Contract Year (at
mutually agreed upon times and dates and subject to SHAQUILLE’s other
commitments), as requested by NXT. Such items may be used by NXT for internal
corporate or local market publicity purposes, as charitable donations, or for
promotional purposes such as prizes, premiums or giveaways, but shall not be
offered for sale to consumers or barter or like purposes.

     

    (v)           After
the execution of this Contract, subject to SHAQUILLE’s reasonable availability,
MOM agrees to make SHAQUILLE available (where he is then currently situated) for
a one-half (1/2) hour interview with NXT personnel for internal strategy
purposes or via telephone conference.

    


    B.           For
each appearance or commitment made by MOM to provide Ancillary Services of
SHAQUILLE under this Paragraph 4:

     

    (i)             NXT
agrees to pay all reasonable first class out-of-pocket travel, hotel
accommodations and transportation expenses incurred by SHAQUILLE and three (3)
personal companions of SHAQUILLE in connection therewith including, but not
limited to private air travel, in airplanes comparable to those made available
to SHAQUILLE in other endorsement agreements;

    


    (ii)             NXT
shall give MOM not less than thirty (30) days' notice of the time and place NXT
desires SHAQUILLE to appear;

     

    (iii)              NXT
shall not request any services of SHAQUILLE as required under Subparagraph A
above at a time, which would conflict with SHAQUILLE's obligations as a
professional basketball player or his other professional or personal
commitments;

    


    (iv)             All
Ancillary Services of SHAQUILLE required under Subparagraph A above shall be
provided at mutually agreeable times, dates and locations and the parties will
act in good faith to mutually agree upon the dates, times and locations in such
Contract Years that will accommodate SHAQUILLE's professional and personal
scheduling requirements, and if under these guidelines an appearance cannot be
scheduled in a particular Contract Year, it may be scheduled in the following
Contract Year;

     

    
      
         

      

      
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    (v)             
Unless otherwise agreed upon in advance, no Production Day appearance shall
exceed three (3) consecutive hours and no Event Day appearance shall exceed two
(2) consecutive hours;

     

    (vi)             In
addition, no such appearance shall exceed a total of twelve (12) hours including
travel time (as discussed in subparagraph viii below), pre-production meetings
and weather time (time in which the weather makes it impractical to shoot the
production);

     

    (vii)             MOM
shall have fulfilled at least one appearance obligation for each calendar day on
which Production Day or Event Day services are provided to NXT in accordance
with this Paragraph;

    


    (viii)

    MOM shall
not be required to participate in any activities: (1) which are subject the MOM
Group, as defined in Paragraph 5 below, MOM or SHAQUILLE to federal or state
security laws, (2) which would impose a fiduciary duty upon MOM or SHAQUILLE to
NXT's shareholders, (3) which would cause the MOM Group, MOM or SHAQUILLE to
violate any laws, (4) which would or could cause injury to SHAQUILLE or
diminish, dilute, damage, impair or endanger the value of the Shaquille
Endorsement, the Shaquille Marks, or any other licenses granted to NXT
hereunder, or (5) which may subject SHAQUILLE to public disrepute, embarrassment
or disfavor;

    


    (ix)           NXT
further understands that NXT's failure to utilize the Ancillary Services of
SHAQUILLE hereunder shall not result in any reduction in payments to MOM
hereunder, nor may unused appearances of one type be used or classified for
another type;

    


    (x)           The
obligations of MOM to provide the Ancillary Services of SHAQUILLE hereunder are
subject to the condition that distributions of Compensation Shares to the MOM
Group are current and up to date and NXT is not otherwise in breach of any other
provision of the Contract;

     

    
      
         

      

      
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    (xi)           If
MOM confirms SHAQUILLE's availability for any appearance and SHAQUILLE is unable
to appear due to a physician certified illness, injury or other emergency,
professional responsibility, such non­appearance is not a breach of this
Contract, and neither MOM nor SHAQUILLE shall be responsible for any expenses
incurred due to such non-appearance and in such event, MOM and NXT shall attempt
in good faith to reschedule the appearance date; and

    


    (xii)           MOM
shall have the reasonable right to approve wardrobe worn by Shaquille incident
to his performance of the Ancillary Services under this Contract.

    


    C.          NXT’s
Advertising/Promotion Campaign utilizing SHAQUILLE may include radio,
television, online, and print advertising, print materials (photographs,
pictures, stills as generally used in the course of an advertising campaign),
public relations and press materials, visual presence on the Internet sites of
NXT and social networking sites, and also may include signed editorial and blog
and Twitter entries by NXT to be mutually agreed upon.

    


    5.           Remuneration. In
consideration of the rights granted and the services to be performed hereunder,
NXT shall promptly issue 1,000,000 fully vested shares of common stock of NXT,
par value $0.001 per share, upon registration to SHAQUILLE All stock
certificates shall be forwarded to the address set forth in Paragraph 21 below.
NXT shall issue an additional 1,000,000 fully vested shares on the first day of
Contract Year Two and an additional 1,000,000 fully vested shares on the first
day of Contract Year Three (the aforementioned 3,000,000 shares of common stock
of NXT shall collectively be referred to herein as the “Compensation Shares”).
The number of Compensation Shares deliverable hereunder shall be adjusted for
stock splits, reverse stock splits and like occurrences. NXT agrees at its sole
cost and expense to cause the issuance of the Compensation Shares to be
registered under a Form S-8 Registration Statement on or before December 1,
2009. Until the first 1,000,000 Compensation shares are fully registered as
required hereunder and delivered to SHAQUILLE: (i) the grant of endorsement set
forth in Paragraph 3.A. shall not be effective, (ii) SHAQUILLE shall not be
obligated to perform any services under this Contract under Paragraph 4 or
otherwise, (iii) NXT shall not be permitted to disclose the existence of this
Contract, except for the purposes of registering the Compensation Shares, and
(iv SHAQUILLE shall have any obligations hereunder.

     

    
      
         

      

      
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A.           In
connection with the issuance of the Compensation Shares, NXT covenants as
follows:

     

    (i)           Time
is of the essence with regard to this Paragraph 5. If timely issuance of the
Compensation Shares is not received by SHAQUILLE, MOM shall have the right to
terminate this Contract in accordance with Paragraph 10 upon notice to
NXT.

     

    B.           NXT
represents and warrants the following in connection with the issuance and
delivery of the Compensation Shares:

    


    (i)             NXT
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted.  NXT is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its business or properties.

     

    (ii)             All
corporate action on the part of NXT, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Contract, the
performance of all obligations of NXT hereunder, and the authorization, issuance
(or reservation for issuance), sale and delivery of the Compensation Shares
being sold hereunder has been duly authorized and approved.

    


    (iii)           The
Compensation Shares being issued to Investor hereunder, when issued, sold and
delivered in accordance with the terms of this Contact, will be duly and validly
issued, fully paid, and nonassessable, and will be free of restrictions under
applicable state and federal securities laws.

    


    
      
         

      

      
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    (iv)           No
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of NXT is required in connection with the
consummation of the transactions contemplated by this Contract.

     

    (v)           The
execution and delivery of this Contract and the consummation of the transactions
contemplated hereby by NXT are not prohibited by, and will not violate or
conflict with, any provision of the certificate of incorporation or bylaws of
NXT, or of any law or any order, writ, injunction or decree to which NXT is
subject, or any provision of any contract to which NXT is a party.  No
consent of any governmental body is necessary on the part of NXT for the
consummation by NXT of the transactions contemplated by this
Contract.

     

    (vi)           NXT
has filed with the Securities and Exchange Commission (the “SEC”), all forms,
reports, schedules, statements and other documents required to be filed by it
under the Exchange Act (collectively, the “SEC Documents”). As of their
respective dates or, if amended, as of the date of the last such amendment, the
SEC Documents, including, without limitation, any financial statements or
schedules included therein, complied in all material respects with the
applicable requirements of the Securities Act and the Exchange Act, and did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Each of the consolidated balance sheets (including the related
notes) included in the SEC Documents fairly presented in all material respects
the financial position of NXT and its consolidated subsidiaries as of the
respective dates thereof, and the other related statements (including the
related notes) included therein fairly presented in all material respects the
results of operations and cash flows of NXT and its consolidated subsidiaries
for the respective periods or as of the respective dates set forth therein. Each
of the consolidated balance sheets and statements of operations and cash flows
(including the related notes) included in the SEC Documents has been prepared in
all material respects in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved, except as
otherwise noted therein and subject, in the case of unaudited interim financial
statements, to normal year-end adjustments.

     

    
      
         

      

      
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    C.           SHAQUILLE covenants for himself and any
transferees of Compensation Shares: (i) that they shall not sell more than
100,000 Compensation Shares during any calendar month during the Term, (ii) that
they shall not sell more than 20,000 Compensation Shares on any day during the
Term, and (iii) they will not sell any Compensation Shares during the first
sixty (60) days of the Contract Year One.

    


    D.           In
connection with the issuance of the Compensation Shares, SHAQUILLE hereby makes
the following representations to NXT regarding the Compensation
Shares:

    


    (i)           SHAQUILLE,
or his business and financial advisors, have substantial experience in
evaluating and investing in private transactions of securities in companies
similar to NXT and SHAQUILLE acknowledges that he can protect its own interests.
SHAQUILLE, or his advisors, have such knowledge and experience in financial and
business matters so that he is capable of evaluating the merits and risks of his
acceptance of all of the Compensation Shares of NXT as compensation or
otherwise.

    


    (ii) SHAQUILLE
is an “accredited investors” within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act.

    


    (iii) SHAQUILLE
understands that all books, records, and documents of NXT relating to it have
been and remain available for inspection by him or his business and financial
advisors upon reasonable notice. SHAQUILLE confirms that all documents requested
have been made available, and that he or such advisors have been supplied with
all of the information concerning NXT that has been requested. SHAQUILLE
confirms that he or such advisors have obtained sufficient information, in his
and their judgment to evaluate the merits and risks of receipt of the
Compensation Shares as compensation or otherwise. SHAQUILLE confirms that it has
had the opportunity to obtain such independent legal and tax advice and
financial planning services as he has deemed appropriate prior to making a
decision to enter this Agreement, provide the Production Days and the Event
Appearances in consideration of the issuance to them of the Compensation Shares.
In making each such decision, SHAQUILLE has relied exclusively upon its
experience and judgment, or that of such advisors, upon such independent
investigations as it, or they, deemed appropriate, and upon information provided
by NXT in writing or found in the books, records, or documents of
NXT.

     

    
      
         

      

      
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    (iv) SHAQUILLE
is aware that the economic ownership of the Compensation Shares is highly
speculative and subject to substantial risks, and that he is capable of bearing
the high degree of economic risk and burdens of this venture, including, but not
limited to, the possibility of a complete loss, the lack of a sustained and
orderly public market, and limited transferability of the Compensation Shares,
which may make the liquidation thereof impossible for the indefinite
future.


    


    6.           SHAQUILLE’s Security.
NXT agrees and acknowledges that due to his worldwide fame and recognition,
SHAQUILLE may have personal security risks when performing services for NXT’s
benefit under this Contract. Consequently, NXT agrees and acknowledges that it
shall, at its sole cost and expense, take all necessary and reasonable
precautions when SHAQUILLE is providing ancillary services to protect SHAQUILLE
(including, but not limited to providing security personnel at NXT’s sole
expense) as reasonably required by MOM.

     

    7.           Prior Approval. NXT
agrees that no use of the Shaquille Endorsement, the Shaquille Marks, any
Composite Mark or Derivative Mark, nor any item or service used in connection
therewith or any derivative work, any other means of endorsement by SHAQUILLE
and any other intellectual rights owned or licensed by SHAQUILLE or MOM will be
made hereunder, unless and until the same has been approved by MOM in writing at
least fourteen (14) calendar days prior to any public release; provided,
further, that with respect to television commercials, radio commercials, and
other like usages permitted hereunder: (i) MOM shall have reasonable approval of
the director for television commercials; (ii) MOM will have the absolute right
of approval in story board form and product claims unless such product claims
are not attributable to SHAQUILLE; and (iii) the final commercial will be sent
to MOM, and will be subject to its reasonable approval prior to release of the
commercial. MOM shall provide NXT with its approval or disapproval (and specific
grounds), as the case may be within five (5) business days of receipt of such
materials. In the event that MOM fails to respond within five (5) business days,
such materials shall be deemed to have been approved. To the extent such
materials are revised by NXT or on behalf of NXT and have been previously
submitted to MOM for approval, MOM shall provide NXT with its feedback within
five (5) business days of receipt of such revised materials, and in the event
MOM fails to respond within such time period, the revised materials shall be
deemed to have been approved.

     

    
      
         

      

      
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    8.           Trademark Notices.
NXT agrees to use the proper trademark and copyright notices in connection with
the Shaquille Marks as designated by MOM.

    


    9.   Representations,
Warranties and
Additional Covenants.


            A.           MOM
warrants and represents to NXT that, except for the rights of the NBA and the
NBAP, neither it nor SHAQUILLE is a party to any oral or written agreement,
contract or understanding, which would prevent, limit or hinder the performance
of any of its obligations under this Contract.

     

            B.           MOM
further warrants and represents that it is a corporation duly organized under
the laws of the State of Nevada and that it has the right and authority to enter
into and fully perform this Contract.

     

                
C.            Notwithstanding
anything to the contrary contained herein, it is mutually understood that MOM
has no control over, and is not responsible for:

    (i)           the
media, including, without limitation, any news or commentaries on SHAQUILLE by
any news or other media, or photographs or other depictions of SHAQUILLE that
may appear from time to time;

     

    
      
         

      

      
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    (ii)           the
content of the advertising or sponsorship portion not directly involving
SHAQUILLE of any media production whatsoever including, without limitation,
television programs and broadcasts, radio programs and broadcasts, television or
radio series, newscasts, documentaries, video productions, videotapes, video
discs, sound tracks, motion picture productions, and any other form of media
production that has been, or may in the future be, conceived, developed or
invented, by any process, instrumentation or device now known or hereafter
developed; any athletic event, game or outing; or any other event including,
without limitation, any live artistic, literary, dramatic, theatrical or musical
production or charitable event, in which SHAQUILLE participates or with which he
is otherwise associated; and

     

    (iii)            the
products and services endorsed, promoted, advertised or publicized by any other
team, league or association for which SHAQUILLE may play or with respect to
which he may become associated or by any of their respective successors and
assigns;

    


    all or
any of which may use SHAQUILLE's name, fame, nickname, initials, autograph,
voice, video or film portrayals, facsimile or original signature, photograph,
likeness and image or facsimile image, without SHAQUILLE's consent and in any or
all of which SHAQUILLE may appear or participate. NXT agrees that MOM shall not
be, and shall not be deemed to be, in contravention or breach of any of the
provisions hereof as a result of any or all of the foregoing or arising in
connection therewith, provided that neither MOM nor SHAQUILLE expressly consent
to such use of any of the foregoing attributes of SHAQUILLE's
personality.

    


    D.           The
restrictions set forth in this Contract are not intended to preclude and shall
not preclude SHAQUILLE from appearing in the sports, entertainment, news or
information portion of:

     

    (i)           any
form of media production whatsoever including, without limitation, television
programs and broadcasts, radio programs and broadcasts, television and radio
series, newscasts, documentaries, video productions, videotapes, video discs,
sound tracks, motion picture productions, and any other form of media production
that has been, or may in the future be, conceived, developed or invented, by any
process, instrumentation or device now known or hereafter
developed;

     

    
      
         

      

      
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    (ii)           any
basketball game sanctioned by the NBA or otherwise; or

     

    (iii)            any
other entertainment event including, without limitation, any live artistic,
literary, dramatic, theatrical or musical production;

    


    in which
or in connection with which products or services are advertised, publicized,
featured or otherwise dealt with that are the same as or similar to or
competitive with SUSTA or that are sponsored by competitors of NXT.

     

    E.           Neither
MOM nor SHAQUILLE nor NXT is required to initiate action against, attempt to
enjoin or otherwise attempt to dissuade any person or entity not licensed by MOM
or SHAQUILLE including, without limitation, any former licensee of MOM or
SHAQUILLE, the media or any advertiser, promoter or other entity, which in
contravention of this Contract or otherwise makes unauthorized use of anything
including, without limitation, any unauthorized use of the Shaquille
Endorsement, the Shaquille Marks, any Composite Marks or Derivative Marks, in
promoting or advertising any product (or products) or services whatsoever,
including, without limitation, any products which are the same as or similar to
or directly competitive with SUSTA. Neither MOM nor SHAQUILLE shall incur any
liability to NXT or any third party arising out of any such activity by any such
person or entity. In the event that MOM grants NXT the right to enforce the
Shaquille Endorsement, Shaquille Marks, any Composite Marks or Derivative Marks
against third parties, MOM shall give such reasonable assistance to NXT as may
be required to cause any such person or entity to cease and desist from such
activities, or in connection with any lawsuit or other proceeding by NXT against
such person or entity. If NXT takes any such action it shall be at NXT’s sole
cost and expense. Likewise, NXT agrees to cooperate with and assist
MOM  to protect the Shaquille Endorsement, Shaquille Marks, any
Composite Marks or Derivative Marks, including, but not limited to, being joined
as a necessary or desirable party in any such action.

     

    
      
         

      

      
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    F.           NXT
hereby represents, warrants and covenants that: (i) NXT has the full power and
authority to enter into this Contract; (ii) NXT has not made any agreement or
commitment with any third party which prevents or interferes in any way with the
performance of its obligations herein and has the capacity and full authority to
enter into this Contract; (iii) the terms of this Contract are and shall be no
less favorable than any terms provided by NXT to any third party licensing its
intellectual property to NXT for the promotion, sale and/or distribution of
SUSTA during the Term, and if any such more favorable terms are provided at a
later date, MOM shall immediately be entitled to the benefit thereof retroactive
to the date such more favorable terms were provided to a third party; (iv) at
all times SUSTA shall be of high quality consistent, free of material defects,
consistent with industry standards, and shall comply with all applicable laws
(including, but not limited to, any and all applicable FDA and FTC rules and
regulations) and be manufactured in accordance with industry practices; (vi) all
advertising and promotional materials used by NXT in connection with the sale of
SUSTA and SUSTA will comply with all national, state, local and other laws,
regulations, rules and standards having applicability thereto and will not: (a)
violate, infringe, dilute, diminish or otherwise damage any patent, copyright,
trademark, trade secret or proprietary right, including without limitation,
intellectual property right, of any third party, or (b) harm the image,
goodwill, reputation or business interests of MOM or SHAQUILLE; (vii) NXT shall
not represent in any manner that it has any title or right in the ownership,
registration and/or use of the Shaquille Marks, Shaquille Endorsement or any
Composite Marks or Derivative Marks, other than the licenses explicitly provided
herein; (viii) NXT shall cooperate in the execution, filing and prosecution of
any instruments or documents as are reasonably necessary to protect, and clarify
SHAQUILLE’s or MOM’s ownership in, the Shaquille Marks, Shaquille Endorsement,
any Composite Marks or Derivative Marks and otherwise effectuate the purpose and
terms and conditions of this Contract from time to time; (ix) it has sufficient
capital and resources to perform its obligations hereunder during the Term; (x)
to the extent that it is required to obtain or maintain licenses or governmental
approvals in connection with fulfilling its obligations under this Contract, all
such required licenses and governmental approvals with respect thereto have been
obtained and shall remain in effect at all times during the Term; (xi) it will
not enter into an agreement with another professional basketball player to
promote or advertise SUSTA, without first obtaining MOM’s prior written approval
which shall be granted or withheld in its reasonable discretion; (xii) NXT shall
not be permitted to use any of the materials it has created hereunder, the
Shaquille Marks, the Shaquille Endorsement, any Composite Marks or Derivative
Marks in connection with another athlete, celebrity or any other
person.

     

    
      
         

      

      
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G.           NXT shall
not have any right to use the Shaquille Endorsement, the Shaquille Marks, any
Composite Marks or Derivative Marks, Shaquille’s name, image or likeness or any
other intellectual property owned or licensed by SHAQUILLE or MOM, for any sale
or barter of merchandise or other like commercial tie-ins.

     

      H.           NXT
agrees and acknowledges that: (i) it will not attack the rights, title or
interest of MOM or SHAQUILLE in and to the Shaquille Endorsement, the Shaquille
Marks, any Composite Marks or Derivative Marks; and it will not incur or create
any expenses chargeable to MOM and/or SHAQUILLE. NXT further agrees not to
challenge or assist any third party in challenging the ownership, validity or
enforceability of the Shaquille Marks.

    


    10.           Right of Termination by
MOM. In addition to any and all remedies available at law or in equity,
MOM shall have the right to terminate this Contract immediately upon written
notice to NXT in the event that:

    


     A.           NXT
is adjudicated as insolvent or declares bankruptcy;

    


     B.           NXT
fails in any obligation to timely deliver the Compensation Shares due the MOM
Group pursuant to this Contract, and within fifteen (15) days following NXT's
receipt of MOM's written notice of such failure NXT has not rectified such
failure;

     

     C.             NXT
breaches any other material term of this Contract, which breach NXT has failed
to cure within thirty (30) days after NXT's receipt of MOM's written notice of
such breach, including, without limitation, Paragraph 7;

     

     
D.             NXT
materially disparages the MOM Group, MOM or SHAQUILLE or damages, diminishes or
endangers their image, goodwill and/or reputation; or

     

    
      
         

      

      
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    E.             The
per share price for NXT common stock (as adjusted for stock splits, reverse
stock splits and like occurrences) shall trade below $.50 per share for thirty
(30) days or trading of such shares shall be suspended.

    


    F.             NXT
fails to have the Compensation Shares registered, as required under Paragraph 5,
on or before December 15, 2009.

    


    Within
fifteen (15) days of the termination of this Contract pursuant to Paragraph 10
(A), (B), (C), (D) or (F), NXT shall immediately deliver to MOM any undelivered
Compensation Shares, whether or not the date for such delivery has occurred.
Such obligation shall be in addition to, and not in limitation of, any and all
remedies available to MOM and SHAQUILLE at law or in equity.

    


    Separately,
MOM shall have the right to suspend SHAQUILLE’s obligations under this Contract
in the event that the closing bid price for NXT common stock shall fall below
$1.00 per share for five (5) consecutive trading days, subject to E. above,
until such time as the closing bid price shall increase to greater than $1.00
per share.

    


    11.           Right of Termination by
NXT. NXT shall have the right to terminate this Contract immediately upon
written notice to MOM in the event that:

    


    A.            SHAQUILLE
is convicted of a felony involving moral turpitude under any Federal, state or
local laws. Any termination pursuant to this subparagraph shall become effective
on the thirtieth (30th) day next following the date of receipt by MOM of NXT's
written intention to so terminate;

    


    B.            SHAQUILLE
dies during the Term of the Contract;

    


    C.            SHAQUILLE
becomes permanently disabled to the extent that he is precluded from rendering
the services required hereunder;

     

    
      
         

      

      
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    D.             MOM
breaches any material term of this Contract which breach MOM has failed to cure
within thirty (30) days after MOM's receipt of NXT's written notice of such
breach; or

     

    E.             SHAQUILLE
or MOM commits any act or makes any statement that materially disparages NXT,
its subsidiaries, its CEO or SUSTA.

     

    As of the
effective date of a termination by NXT due to MOM's breach, MOM shall not be
entitled to any further remuneration hereunder, other than remuneration prorated
on a time basis to such effective termination date.

    


    12.           No Right to Use Shaquille
Endorsement upon Expiration or Termination. NXT acknowledges and agrees
that upon and after the expiration or earlier termination of this Contract, it
shall not be entitled to, and shall not, make use of or deal with any of the
licenses granted by MOM herein including the Shaquille Endorsement, Shaquille
Marks, any Composite Marks or Derivative Marks, or any television or radio
commercials, print advertisements, other advertising or promotional or other
materials (or any parts or portions thereof) that contain the Shaquille
Endorsement, the Shaquille Marks, any Composite Marks and/or Derivative Marks,
in any manner whatsoever except as specifically provided herein; provided that
in the case of earlier termination under Paragraph 10.E, if the Shaquille Marks
are used in connection with the launch of a product campaign within thirty (30)
days of the early termination date and the launch has previously been agreed
upon and scheduled prior to the early termination, NXT may continue to use the
Shaquille Marks for that specific campaign. NXT further agrees that within
thirty (30) days after expiration of this Contract or immediately upon
termination under Paragraph 10 it will destroy at its own expense, all materials
bearing the Shaquille Endorsement, Shaquille Marks, any Composite Marks or
Derivative Marks including, but not limited to, advertising and promotional
materials, point of purchase materials and packaging. NXT agrees to send
evidence of the destruction of the materials to MOM verifying such
destruction.

     

    
      
         

      

      
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    13.           Remedies. In the
event either party materially breaches this Contract (including any failure to
make payments hereunder), NXT and MOM agree that, in addition to any and all
other remedies available at law or in equity, the non-breaching party shall be
entitled to injunctive relief to the extent permitted by law from further
violation of this Contract, during any proceeding as well as on final
determination thereof, without prejudice to any other right of either
party.

     

    14.           Indemnity.

    


    A.           NXT
agrees to indemnify each of the MOM Group, MOM and SHAQUILLE and their
respective Affiliates (as such terms are defined in the Securities Exchange Act
of 1934, as amended) and defend and hold them harmless with respect to any
claims, losses, damages, liabilities, costs and expenses, including attorneys'
fees, and any other amounts (collectively, "Damages"), with respect
to:

     

    (i)            all
materials prepared by or on behalf of NXT hereunder or concerning the promotion,
advertising, manufacturing, distribution, exploitation or usage of
SUSTA,

    


    (ii)            the
production and dissemination of all materials created hereunder in which
SHAQUILLE may appear or participate,

    


    (iii)             claims
arising from or relating to SUSTA and any representation with respect
thereto,

     

    (iv)             any
breach by NXT of any warranty, representation or other obligation to be
performed or any other agreement or representation made by NXT
herein,

    


    (v)             any
actions or omissions of NXT,

     

    (vi)             any
services of SHAQUILLE under this Contract except to the extent such Damages
arise from the gross  negligence or willful misconduct of
SHAQUILLE,

     

    
      
         

      

      
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    (vii)             this
Contract, or

     

    (viii)             any
action that is in any way related to NXT’s existence as a publicly traded
company and/or the ownership of the Compensation Shares by the MOM
Group.

     

    B.           MOM
agrees to indemnify, defend and hold NXT, and its directors, officers,
shareholders, employees and representatives, harmless from all Damages arising
out of or in connection with any breach of any of MOM's representations,
warranties or agreements herein. Notwithstanding anything to the contrary
contained herein, in no event shall MOM or SHAQUILLE  be liable to NXT
on account of any claim (regardless of the theory of liability whether based
upon principles of contract, warranty, negligence or other tort, breach of any
statutory duty, principles of indemnity or otherwise) for any special,
consequential, reliance, indirect, incidental,  punitive or exemplary
damages, whether foreseeable or not, or for any damages or sums paid by NXT to
third parties even if MOM or SHAQUILLE have been advised or are aware of the
possibility of such damages, and MOM’s indemnity obligation hereunder shall in
no event exceed Fifty Thousand Dollars and No/100 ($50,000.00). The foregoing
indemnity obligations are contingent upon: (i) NXT giving written notice of any
indemnified claim to MOM within five (5) days of first learning of the claim,
(ii) NXT allowing MOM the sole control of the defense and related settlement
negotiations for any such claim; and (iii) NXT fully assisting and cooperating
in the defense and settlement negotiations as requested by MOM.

     

    15.           Insurance. NXT shall
provide and maintain, at its own expense, commercial general liability
insurance, including product liability and advertising injury (including, but
not limited to, coverage for trademark and copyright infringement) coverage,
with limits of not less than Five Million Dollars and No/100 ($5,000,000), as
increased from time to time as reasonably required by MOM, with an insurer and
in a policy form to be reasonably approved by MOM, and shall cause such policy
to be endorsed to state that the MOM Group, MOM and SHAQUILLE are additional
named insureds thereunder. A certificate of insurance evidencing such coverage
shall be furnished to MOM within thirty (30) days of the full execution of this
Contract. Such insurance policy shall provide that the insurer shall not
terminate or materially modify such policy or remove the MOM Group, MOM or
SHAQUILLE as additional named insureds without prior written notice to MOM at
least thirty (30) days in advance thereof. Failure to timely obtain insurance
shall be considered a material breach of this Contract and shall give MOM the
right to terminate the Contract on written notice to NXT, if NXT has failed to
cure such breach in accordance with Paragraph 10.C. Upon the expiration or
earlier termination of this Contract, NXT shall be required to maintain a “tail”
with like coverage for five (5) years thereafter.

     

    
      
         

      

      
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    16.           Force Majeure. If at
any time during the term of this Contact, either party (or MOM through
SHAQUILLE) is delayed in or prevented from, or hampered or interrupted or
interfered with in any manner whatsoever in fully performing its duties
hereunder (other than NXT’s delivery of the Compensation Shares), by reason of
any present or future statute, law, ordinance, regulation, order, judgment or
decree, whether legislative, executive or judicial (whether or not valid), act
of God, earthquake, flood, fire, epidemic, catastrophe, explosion, casualty,
lockout, boycott, strike, labor controversy (including but not limited to threat
of lockout, boycott or strike), riot, civil disturbance, act of terrorism, war
or armed conflict (whether or not there has been an official declaration of war
or official statement as to the existence of a state of war), invasion,
occupation, intervention of military forces, act of public enemy, embargo, delay
of a common carrier, inability without fault on such party's part to obtain
sufficient material, labor, transportation, power or other essential commodity
required in the conduct of its business or by reason of SHAQUILLE's family
emergency; or by reason of any other cause or causes of any similar nature not
in such party's reasonable control (all of the foregoing being herein referred
to as an "event of force majeure"), such party's obligations (or those of MOM to
be performed by SHAQUILLE) hereunder (other than NXT’s delivery of the
Compensation Shares) shall be suspended as often as any such event occurs and
during such periods of time as such events exist and such non-performance shall
not be deemed to be a breach of this Contract, provided, however, that if the
period of delay exceeds one hundred twenty (120) consecutive days, and if such
continuing delay or inability to perform as provided above will materially
impair the essential benefit of this Contract bargained for by the party whose
performance is not delayed or prevented, then the parties shall negotiate in
good faith regarding the extension of the term of this Contract or the
adjustment of any of its provisions affected by such delay or inability to
perform or of the remuneration payable hereunder.

     

    
      
         

      

      
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    17.           MOM/NXT Relationship.
MOM's and SHAQUILLE’s performance of the specified Ancillary Services for NXT
hereunder is as an independent contractor. Accordingly, nothing contained in
this Contract shall be construed as establishing an employer/employee,
partnership, or joint venture relationship among MOM, SHAQUILLE and/or NXT, in
any combination.

     

    18.           Waiver. The failure
at any time of either party to demand of the other strict performance of any of
the terms, covenants or conditions set forth herein shall not be construed as a
continuing waiver or relinquishment thereof, and either party may, at any time,
demand strict and complete performance by the other of such terms, covenants and
conditions. No waiver is valid unless in writing signed by both
parties.

     

    19.           Severability. If any
provision of this Contract shall be declared illegal, invalid, void or
unenforceable by any judicial or administrative authority, the validity of any
other provision and of the entire Contract shall not be affected thereby so long
as the material benefits of the Contract as bargained for by each party remain
substantially unimpaired.

     

    20.           Paragraph Captions.
Paragraph and other captions contained in this Contract are for reference
purposes only and are in no way intended to describe, interpret, define or limit
the scope, extent or intent of the Contract or any provision
hereof.

     

    21.           Notices. Any notice,
submission or other communication to be given hereunder shall be delivered by
hand (in which case receipt is deemed to occur on the same day if delivered
during business hours, otherwise the next business day), sent by facsimile (with
a copy sent by first class mail) (in which case receipt is deemed to occur on
the same business day if receipt of the fax copy is confirmed, otherwise three
(3) business days after mailing), sent by overnight courier (in which case
receipt is deemed to occur the next business day) or sent by registered or
certified mail, return receipt requested (in which case receipt is deemed to
occur three (3) business days after mailing) to the parties at the addresses
designated below or such other addresses as either party may designate to the
other in accordance with the provisions hereof.

     

    
      
         

      

      
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      	 NXT: 	
               NXT
      Nutritionals Holdings, Inc.

              56
      Jackson Street

              Holyoke,
      MA 01040

              Attn:
      Chief Executive Officer

               

               With
      a copy to:

              (which
      shall not constitute notice)

               

              Anslow
      + Jaclin,  LLP

              195
      Route 9 South, Suite 204

              Manalapan,
      New Jersey 07726

              Attn:
      Kristina L. Trauger, Esq.

              Fax:
      (732) 577-1188

               

            
	 MOM: 	
               Mine O’Mine,
      Inc.

              c/o
      Mr. Lester J. Knispel

              Boulevard
      Management

              21731
      Ventura Blvd., Suite 300

              Woodland
      Hills, California 91364

               

              with
      a copy to:

              (which
      shall not constitute notice)

              Perry
      Rogers

              10100
      W. Charleston Blvd., Suite 110 

              Las
      Vegas, Nevada 89135

            
	 and  	
               Dennis A.
      Roach, Esq.

              9200
      Sunset Boulevard, Suite 525

              Los
      Angeles, California 90069

            


    

     

    
      
         

      

      
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    22.           Third Parties. Except
as specifically set forth or referred to herein, nothing herein express or
implied is intended or shall be construed to confer upon or give to any person,
corporation or other entity other than the parties hereto and their successors
or assigns, any rights or remedies under or by reason of this
Contract.

    


    23.           Assignment/Delegation.
Neither MOM nor NXT shall assign or delegate their obligations under this
Contract, directly or indirectly, without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed, but the MOM
Group shall have the right to assign its financial benefits hereunder without
the necessity of obtaining NXT’S consent. NXT hereby consents to such
assignment, provided MOM continues to perform its obligations hereunder and
notifies NXT of such assignment in writing. Notwithstanding the foregoing, MOM
may assign its rights and/or obligations to SHAQUILLE or any entity controlled
by SHAQUILLE provided such assignment does not diminish NXT's rights
hereunder.

    


    24.           Entire Contract. As
of the effective date hereof, this Contract shall constitute the entire
understanding between MOM and NXT and cannot be altered or modified except by an
agreement in writing, signed by both parties.

     

    25.           Governing Law. This
Contract shall be governed by and construed in accordance with the laws of the
State of California, without regard to its principles of conflicts of
law.

    


    26.           Dispute Resolution.
The parties agree that any dispute, claim or controversy arising out of or
related to this Contract or the breach, termination, enforcement, interpretation
or validity thereof, including the determination of the scope or applicability
of this agreement to arbitrate, shall be determined by arbitration in Los
Angeles, California before three arbitrators. The arbitration shall be
administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures. Judgment on the Award may be entered in a court having jurisdiction.
This clause shall not preclude the parties from seeking provisional remedies in
aid of arbitration from a court of appropriate jurisdiction and as otherwise
permitted by Paragraph 13 hereof. The arbitrators shall have authority to award
any remedy or relief that a court of the State of California could grant in
conformity to applicable law. Any arbitration award shall be accompanied by a
written statement containing a summary of the issues in controversy, a
description of the award, and an explanation of the reasons for the award. The
arbitrators' award shall be final and judgment may be entered upon such award by
any court. The arbitrators shall award attorneys’ fees and costs to the
prevailing party.

     

    
      
         

      

      
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    27.           Survival.  The
following terms and conditions shall survive the expiration or termination of
this Contract: 5, 12, 13, 14, 15, 21, 25 and 26.

    


    28.           Signatures.  This
Contract may be signed by facsimile or electronic means and may be executed in
two or more counterparts, each of which shall constitute an original but when
taken together shall constitute one agreement.

    


    IN WITNESS WHEREOF, the
parties hereto have duly executed this Contract effective the date first above
written.

    


    MINE
O’MINE,
INC.                                                                                     NXT
NUTRITIONALS HOLDINGS, INC.

    


    __________________________________    By:
______________________________________

    SHAQUILLE
O’NEAL,                                                    FRANCIS
MCCARTHY

    President                                                                           Chief
Executive Officer

    


    
      
         

      

      
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    By a
certain Contract dated effective November 30, 2009 (“Contract”), NXT
NUTRITIONALS HOLDINGS, INC. and MINE O’MINE, INC. ("MOM") entered into an
agreement, in which MOM granted NXT NUTRITIONALS HOLDINGS, INC. certain licenses
and the provision to NXT NUTRITIONALS HOLDINGS, INC. of certain ancillary
services. In order to induce NXT NUTRITIONALS HOLDINGS, INC. to enter into said
Contract, I, SHAQUILLE O’NEAL, hereby guarantee the performance by MOM of all of
its non-monetary obligations referring to my performances and ancillary services
under said Contract (taking into account all applicable grace and cure periods
provided therein and subject to all other terms and conditions of the Contract)
and agree personally to render all such ancillary services and to fulfill all
such non-monetary undertakings called for and in accordance therein. I further
personally represent that MOM is free to enter into the Contract. NXT
NUTRITIONALS HOLDINGS, INC. acknowledges and agrees that the sole remedy for a
breach of this Guaranty shall be termination of the Contract by NXT NUTRITIONALS
HOLDINGS, INC. under and subject to the provisions of Paragraph 11
thereof.

    


    


    __________________________________

    SHAQUILLE
O’NEAL

    Date:

    


    


    NXT
NUTRITIONALS HOLDINGS, INC.

    


    


    


    By:
____________________________

    Title:

    Date:

     

     

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