National Health & Safety Corporation - Exhibit 10.1



Exhibit 10.1

 

 


Management Services Consulting Agreement



with



First Advisors, Inc.




This Management Services Consulting Agreement is entered into as of May 1, 2001 (the “Effective
Date”), by and between First Advisors, Inc., a Texas corporation
(“Consultant”), and National Health & Safety Corporation, a Utah corporation,
(“Company”).




RECITALS




           
A.         The Company is engaged in the business of marketing discount healthcare cards to
the

                       
consumer (the “Business”).



            B.         Through its
Employees, and through Contractors and Service Providers engaged by

                        
Consultant, Consultant will arrange for personnel to provide general and specific consulting

                        
services to Company as provided in this Agreement.



            C.        The Company desires
to engage Consultant to provide certain consulting services to

                        
Company to assist Company in furthering its goals for the Business, and Consultant is willing

                        
to accept such engagement to provide such consulting services to Company, upon the terms

                        
and subject to the conditions contained in this Agreement.




AGREEMENT




Therefore, in consideration of the premises and the mutual covenants and
agreements contained in this Agreement, Company and Consultant agree as follows:




Article One

Definitions




1.1       Definitions:  For
purposes of this Agreement, the following terms are defined as set forth in this

             Section 1.1.  All references to a Recital, Article,
Section, or Schedule are to a Recital, Article,

             Section, or Schedule of this Agreement, unless otherwise
indicated.



            a.        
Affiliate of any Person means any other Person who directly controls, is controlled by, or is

                        
under common control with, such Person.  For purposes of this definition, “control,”

                        
“controlled by,” and “under common control with” means possession, directly or indirectly, of

                        
power to direct or cause the direction of management or policies (whether through ownership

                        
of voting securities or interests, by contract, or otherwise).



            b.        
Agreement means this Management Services Consulting Agreement, including all

                        
Schedules, as it may be renewed, extended, restated, amended, or supplemented from time

                        
to time.



             c.        
Business has the meaning given such term in Recital A.





             d.         Business
Day means every day on which commercial banks in the State of Texas are open

                        
for business.



             e.         Cause
means:



                       
(1)        A material default in the performance of Consultant’s duties under this
Agreement, if

                                    
such default has not been cured by Consultant within 30 days following the receipt by

                                    
Consultant of notice of such material default given by Company, or



                        
(2)        Consultant’s dishonesty, willful misconduct, willful violation of any Law,
action (or

                                    
omission) involving moral turpitude and reflecting unfavorably upon the public image

                                    
of Company, or action (or omission) aiding or abetting a competitor, supplier, or

                                    
customer of Company to the material disadvantage of Company.



             f.         
Company has the meaning given such term in the initial paragraph of this Agreement.



             g.         Company
Representative has the meaning given such term in Section 2.8.



             h.        
Compensation has the meaning given such term in Section 4.1.



             i.         
Confidential Information means any information, other than Public Information, which is in

                        
tangible form, which is deemed to be confidential by Consultant, which is marked as

                        
confidential or proprietary (or words of similar import) at the time of disclosure to Consultant,

                        
and which falls within any one or more of the following categories with respect to Company

                        
and its Affiliates:



                        
(1)        Information concerning (i) operations, (ii) finances, (iii) business opportunities,
(iv)

                                    
business methods and concepts, and (v) business plans;



                        
(2)        Information concerning (i) customers, including customer names, customer lists,
and

                                    
the terms of contracts with customers, and (ii) suppliers, including the terms of

                                    
contracts with suppliers;



                        
(3)        Information concerning (i) products, (ii) services, (iii) marketing and sales plans
and

                                    
sales techniques, and (iv) other concepts or ideas related to the Business that are

                                    
proprietary and unique;



                        
(4)        Results of any tests and/or studies regarding the Business and/or any reports
from

                                    
any third person contractors or consultants engaged to analyze and/or interpret

                                    
research data in connection with the Business;



                        
(5)        Information concerning internal policies and procedures, including personnel
policies

                                    
and procedures;



                        
(6)        Information concerning Company’s relationships with its accountants,
attorneys,

                                    
bankers, insurance agents, or other third parties with whom Company maintains a

                                    
business relationship;



                        
(7)        Information related to, or that could be used in any way against Company or any

                                    
Affiliate of Company in connection with, any lawsuit or any dispute in which Company

                                    
or any Affiliate of Company is or might become involved; and



                        
(8)        Financial statements, reports, manuals, notebooks, letters (and other

                                    
correspondence), and other written material pertaining to the Business.



             j.         
Contractor means an individual with business experience and expertise who is engaged by

                        
Consultant as an independent contractor to assist Consultant in the provision of Services to

                        
Company pursuant to this Agreement (such engagement by Consultant may be limited to the

                        
provision of Services hereunder or may encompass the provision of consulting services to

                        
other Persons in addition to Company).



             k.         Effective
Date has the meaning given such term in the initial paragraph of this Agreement.



             l.         
Employee means an individual who is an employee of Consultant or an Affiliate of Consultant

                        
and who is assigned by Consultant to provide Services to Company pursuant to this

                        
Agreement.



             m.        Initial
Term means the period beginning on the Effective Date and ending on April 30, 2002.



            n.        
Inventions have the meaning given such term in Section 5.2.



             o.         Laws
means all applicable statutes, laws, treaties, ordinances, rules, regulations, orders,

                        
writs, injunctions, decrees, judgments, or opinions of any Tribunal.



             p.        
Person means any individual, corporation, partnership, joint venture, limited liability

                        
company, trust, Tribunal, or other entity.



             q.         Public
Information means:



                       
(1)        Information which is publicly available,



                        
(2)        Information which Consultant develops independently without use of any
Confidential

                                    
Information so long as Consultant’s independent development of such information

                                    
can be documented and verified,



                        
(3)        Information, other than Confidential Information delivered to Consultant by
Company

                                    
prior to the Effective Date, in Consultant’s possession on the Effective Date so long

                                    
as such possession can be verified, and



                        
(4)        Information that is rightfully received by Consultant from a third-party who has no
duty

                                    
of confidentiality with respect to such information.



             r.         
Rights means legal and equitable rights, remedies, powers, privileges, and benefits.



             s.         Service
Provider means a lawyer (or law firm), accountant (or accounting firm), public

                        
relations professional (or public relations firm), or other professional service provider who is

                        
either engaged by Consultant as an independent contractor to assist Consultant in the

                        
provision of Services to Company pursuant to this Agreement or is recommended by

                        
Consultant to Company and engaged by Company to provide professional services to

                        
Company.



             t.         
Services have the meaning given such term in Section 2.2.



             u.         Taxes
mean all charges of any nature whatsoever imposed by any Law or Tribunal.



             v.         Term
means the Initial Term and any renewal or extension of the Initial Term.



             w.        Tribunal
means any (a) local, state, federal, or foreign judicial, executive, administrative,

                        
regulatory, or legislative instrumentality, and (b) private arbitration board or panel.



 1.2       Number and Gender ofWords:  Whenever in
this Agreement the singular number is used, the same

             shall include the plural where appropriate and vice
versa, and words of any gender shall include

             each other gender where appropriate.






Article Two

Creation and Nature of Relationship




2.1       Engagement of Consultant:  Upon the terms and subject to the conditions contained in this

             Agreement, Company engages Consultant, effective as of the
Effective Date, as a business

             consultant to provide the Services to Company; and Consultant
accepts such engagement and

             agrees to provide the Services upon such terms and subject to
such conditions.



2.2       The Services:  From time to time as requested by
Company, Consultant, as an independent

             contractor, will provide the consulting services described in
Schedule A (collectively, the “Services”)

             to Company during the Term.



2.3       Standard of Performance:  Consultant represents and warrants to, and covenants
with, Company as

             follows:



            a.         No
Conflicting Agreements: Consultant represents to Company that it is not subject to any

                        
agreements or arrangements that prevent Consultant from complying with its obligations to

                        
Company under this Agreement; and Consultant agrees while this Agreement remains in

                        
effect it will not enter into any such conflicting agreements or arrangements.



            b.         Quality of
the Services:  Consultant agrees that it will provide the Services with reasonable

                        
care, skill, and diligence and in accordance with applicable professional standards customary

                        
for consulting services similar to the Services, and warrants that the Services will be provided

                        
by Employees, Contractors, and Service Providers selected and supervised by Consultant. 

                        
THE FOREGOING IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY

                        
PROVIDER.  PROVIDER MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS

                        
OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY WARRANTY CONCERNING

                        
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 



             c.         Consultant
shall not in any event be liable for special, consequential, exemplary, or incidental

                        
damages, including, but without limitation, loss of profit or goodwill, suffered by Company or

                        
any Affiliate of Company.



            d.         Compliance
with Laws:  Consultant agrees to use good faith efforts to comply with all

                        
applicable Laws in providing the Services.



2.4       Employees, Contractors, and Service Providers:  Consultant, at its sole
discretion, will assign such

             of its Employees to the provision of the Services as it deems
appropriate or desirable; and, at its

             election, Consultant may also engage one or more Contractors or
Service Providers to provide, or

             assist Employees of Consultant in providing, the Services to
Company.  If any Employee,

             Contractor, or Service Provider assigned by Consultant to the
provision of the Services does not

             satisfactorily perform assigned duties, or if Company considers
any Employee’s, Contractor’s, or

             Service Provider’s conduct to be detrimental to Company
or the Business, Consultant will withdraw

             such Employee, Contractor, or Service Provider promptly after
receipt of Company’s notification. 

             Subject to the limited Rights of Company contained in the
second sentence of this Section 2.4,

             Consultant shall at all times maintain the Right to control,
direct, and supervise its Employees and

             Contractors and Service Providers engaged by Consultant,
including the Right to discharge or

             reassign any such Employee, Contractor, or Service Provider
providing Services under this

             Agreement.  The foregoing notwithstanding, in the event
Company requires the services of any

             Service Provider and Company and/or Consultant believe
Company’s best interests will be served

             by Company’s direct engagement of such Service Provider,
Consultant, at Company’s request, will

             make recommendations regarding one or more qualified Service
Providers and Company, at its sole

             discretion, may engage the Service Consultant of its choice to
provide the required professional

             services; and in such event, Consultant will bear no
responsibility whatsoever for, or with respect to,

             the actions (or omissions) of the Service Provider(s) engaged
by Company.



2.5       Time and Attention to the Services:  The
engagement of Consultant to provide the Services is

             intended as a part-time engagement that will not require
Consultant, or those of its Employees,

             Contractors, or Service Providers providing Services to
Company, to devote its, or their, full time and

             attention to the provision of the Services.  Consultant
will use its good faith efforts to be responsive

             to requests from Company for the provision of Services at
specified times; but Consultant, at its

             reasonable discretion, will determine how much time and
attention to devote to the provision of the

             Services.



2.6       Nature of Relationship:  In its capacity as a
business consultant to Company under this Agreement,

             Consultant will have no authority or power to bind Company to
any agreement, contract, or order, or

             in any other manner, without Company’s written approval,
nor will Consultant be authorized to act as

             an agent or representative of Company unless expressly
authorized in writing to do so.  In the

             performance of its duties under this Agreement, Consultant will
be an independent contractor with

             the sole Right to supervise, manage, control, and direct the
performance of the details incident to

             such duties, and nothing contained in this Agreement will be
deemed or construed to create a

             partnership or joint venture, to create the relationship of
employer - employee, or, except as

             expressly set forth herein or in a separate writing delivered
pursuant hereto, principal - agent, or to

             otherwise create any liability for either Company or Consultant
with respect to any indebtedness,

             liabilities, or obligations of the other or of any other
Person.  Consultant will be free to set its own

             hours and appointments and, as contemplated by Section 2.5, to
devote as much time to the

             provision of Services as Consultant deems appropriate and
consistent with its obligations under this

             Agreement.



 2.7       Consultant Responsibilities:  To facilitate the performance of the Services by
Consultant, Consultant

             will provide access to its facilities, information, and
personnel (including, but without limitation, its

             directors, officers, employees, advisors, and agents) to
Company during reasonable hours.



2.8       Company Representative:  Company's representative for all matters related to
this Agreement and

             the Services to be provided hereunder will be the Board of
Directors of Company or such other

             representative as the Company may designate from time to time
by written notice to Consultant (the

             “Company Representative”). 
Subject to the independence afforded Consultant pursuant to other

             provisions of this Article Two, Consultant will receive
instruction, direction, and supervision from the

             Company Representative and the Company Representative will have
complete authority to act for

             and on behalf of Company with respect to this Agreement and the
Services.  Consultant will provide

             the Company Representative with such information concerning the
provision of the Services, as the

             Company Representative shall request from time to time. 
Consultant will act upon the instructions

             or directions of the Company Representative, but will not be
required to act upon any such

             instructions or directions if acting upon the same would
require Consultant to incur any expenses or

             to expend any of its own funds.  At any time, Consultant
may seek instruction or direction from the

             Company Representative, and may refrain from acting on any
matter with respect to which it has

             sought instruction or direction until the requested instruction
or direction is provided to Consultant. 

             Under no circumstances will Consultant be liable for any action
taken or not taken in reliance on the

             instruction or direction of the Company Representative.



2.9       Exclusivity:



            a.        
Consultant’s Right to Provide Consulting Services to Others: Subject to the conflict of interest

                        
provisions contained in Section 7.16, nothing contained in this Agreement is intended to or

                       
shall be deemed to limit Consultant’s ability to accept business consulting engagements from

                        
other Persons, expressly excluding Persons who are competitors with Company and

                        
Persons that have developed technology and/or that offer products or services similar to

                        
those developed and/or offered by Company.



             b.        
Limitations on Company’s Right to Engage Other Consultants:  While this Agreement

                        
remains in effect, Company agrees that it will not engage any Person other than Consultant

                        
to provide consulting services the same as or substantially similar to the Services to be

                        
provided by Consultant under this Agreement; however, nothing contained in this Agreement

                        
is intended to limit the ability of Company to engage any Person to provide consulting

                        
services that differ from the Services or to otherwise enter into any arrangement with any

                        
Person so long as such arrangement does not conflict with this paragraph b or other

                        
provisions of this Agreement.






Article Three

Term and Termination




3.1       Term:  This Agreement is effective on and as of the Effective Date
and it shall remain in effect for the

            Initial Term and any renewals or extensions thereof, unless
earlier terminated in accordance with

            Section 3.2.



3.2       Termination of this Agreement:  This Agreement may be terminated as
follows:



            a.         By Mutual
Consent:  Company and Consultant may terminate this Agreement at any time by

                       
written mutual consent executed by an authorized officer or manager of Company and Consultant.



            b.         Without
Cause:  For its sole convenience either Party may terminate this Agreement at any

                       
time by giving written notice of termination to the other Party not less than 30 days before the

                       
date of termination.



            c.         With
Cause:  Either Party may terminate this Agreement at any time for Cause by giving

                       
written notice of termination to the other Party.  Notice given pursuant to this paragraph must

                       
include a list of the actions or omissions constituting Cause and giving rise to such notice.



3.3       Unpaid Compensation:  On or promptly after the effective date of termination
under this Section 3.2,

            (i) Consultant will be paid all unpaid Compensation due to
Consultant under this Agreement and all

            then unreimbursed expenses due to Consultant under this
Agreement, and (ii) Consultant will deliver

            to Company all property of Company in the possession of
Consultant, including, but without

            limitation tangible Confidential Information of Company in
Consultant’s possession, as required by

            Section 5.1.



3.4       Renewals and Extensions:  Unless earlier terminated by Company or Consultant
pursuant to Section

             3.2, this Agreement will continue in effect after
the last day of the Initial Term until the earlier of (a)

            termination by Company or Consultant pursuant to Section
3.2 or (b) the first anniversary of the

            Effective Date, on which date this Agreement will terminate
unless further extended in writing by

            Company and Consultant.






Article Four

Compensation and Expenses




4.1       Compensation to Consultant:  During the
Term, Company will compensate Consultant for providing

            the Services by the payment of the compensation set forth in
Schedule B (the “Compensation”). 

            Payment of Compensation due to Consultant shall be made in
accordance with Section 4.4, as

            applicable.



4.2       Expenses:  As part of the compensation payable to
Consultant pursuant to Section 4.1, Consultant

            will be entitled to reimbursement for the following
out-of-pocket expenses incurred by Consultant in

            connection with the provision of the Services or otherwise
incurred on behalf of Company, in all

            cases at Consultant's actual cost without any markup or
increase:



            a.        
Contractors:  Company will reimburse Consultant for fees and expenses paid or payable by

                       
Consultant to any Contractor engaged by Consultant in respect of those Services provided

                       
by such Contractor, provided that the engagement of such Contractor by Consultant and the

                       
incurrence of such fees and expenses have been authorized by Company in advance.



            b.         Service
Providers:  Company will reimburse Consultant for fees and expenses paid or

                       
payable by Consultant to any Service Provider engaged by Consultant in respect of those

                       
Services provided by such Service Provider, provided that the engagement of such Service

                       
Provider by Consultant and the incurrence of such fees and expenses have been authorized

                       
by Company in advance.



            c.        
Airfare:  Company will reimburse Consultant for airfare incurred by Consultant (and its

                       
Employees, Contractors, and Service Providers), if the travel for which airfare is authorized

                       
by Company in advance.



            d.         Ground
Transportation:  Company will reimburse Consultant for rental car, taxi, and other

                       
ground transportation charges, including bridge tolls and similar expenses, incurred by

                       
Consultant (and its Employees, Contractors, and Service Providers) in the course of travel

                       
that has been authorized by Company in advance.



            e.         Lodging
and Meals:  Company will reimburse Consultant for reasonable lodging and meal

                       
expenses incurred by Consultant (and its Employees, Contractors, and Service Providers) in

                       
the course of travel that has been authorized by Company in advance.  Consultant will not be

                       
entitled to reimbursement for lodging or meals purchased for individuals other than

                       
Employees, Contractors, and Service Providers assigned to the performance of Services.



            f.         
Telephone:  Company will reimburse Consultant (and its Employees, Contractors, and

                       
Service Providers) for long distance and toll telephone calls placed by Consultant and

                       
relating to the provision of Services.



            g.         Delivery
and Copying:  Company will reimburse Consultant for messenger services, for

                       
overnight delivery and express mail services, for telecopying services, and for copying

                       
services or for use of Consultant's office photocopier at a rate not to exceed ten cents ($.10)

                       
per page.



            h.        
Materials:  Company will reimburse Consultant for materials and supplies provided by

                       
Consultant to Company, purchased by Consultant for use in connection with the provision of

                       
Services, or otherwise utilized by Consultant in connection with the provision of Services,

                       
provided that such materials and supplies are of more than nominal value and their provision

                       
to Company or utilization by Consultant are authorized by Company in advance.



            i.         
Research:  Company will reimburse Consultant for the costs of market segment research,

                       
competitive analysis research, and valuation research undertaken by third Persons, if the

                       
engagement of such third Persons is approved in advance by Company.



            j.         
Taxes:  Company will reimburse Consultant for Taxes, other than income and franchise

                       
Taxes paid or payable by Consultant in respect of Compensation paid to Consultant, paid by

                       
Consultant in connection with the provision of the Services to Company.



4.3       Taxes:  All Compensation paid to Consultant
pursuant to Section 4.1 shall be paid without

            withholding, set off, or deduction of any kind whatsoever,
except as otherwise required by applicable

            Laws.  Consultant will be responsible for the payment of
all income and franchise Taxes that arise

            from the payment of Compensation to Consultant under this
Agreement.  Any Taxes other than

            income and franchise Taxes that arise from the payment of
Compensation to Consultant under this

            Agreement, including, but without limitation, federal, state,
and local privilege and excise Taxes

            attributable to the Services or the provision thereof, shall be
the responsibility of Company and if

            paid by Consultant shall be added to an invoice as an expense to
be reimbursed by Company.



4.4.      Non-Cash Compensation:  Compensation payable to Consultant in the form of stock
warrants,

            capital stock, or other securities will be payable in the manner
provided in Schedule B.  In the event

            Company fails timely to issue any stock warrant, capital stock,
or other securities, or otherwise

            comply with its obligations in respect of any non-cash
Compensation, in accordance with Schedule

             B, Consultant, at its election, may (i) suspend all
Services then being provided to Company, and/or

            (ii) exercise any Rights Consultant may have under applicable
Law or otherwise in respect of

            Company’s failure to comply with such obligations.




Article Five

Certain Covenants




5.1       Confidentiality:  Consultant
acknowledges that in the course of providing the Services to Company

            under this Agreement, Consultant will or may obtain certain
Confidential Information, which

            Confidential Information has been or will be uniquely developed
by Company and cannot be readily

            obtained by third Persons from outside sources.  Consultant
accordingly agrees as follows:



            a.         Covenant
of Confidentiality:  Consultant agrees that all Confidential Information

                       
communicated in connection with this Agreement or the provision of the Services to

                       
Consultant by, or otherwise belonging to, Company and its Affiliates, or their customers,

                       
whether before or after the Effective Date, shall be and remain the property of Company,

                       
shall at all times be held in confidence, and shall not be disclosed by Consultant to third-

                       
parties (other than (i) Employees, Contractors, and Service Providers assigned to provide

                       
Services hereunder or (ii) pursuant to the order of any Tribunal) without the prior written

                       
consent of Company.



            b.         Care of
Confidential Information:  Consultant will protect Confidential Information

                       
communicated to it using at least the same degree of care, but no less than reasonable care,

                       
to prevent the unauthorized use, disclosure, or publication of such Confidential Information

                       
as Consultant uses to protect its own confidential information of like nature.  Consultant will

                       
be deemed to have discharged its obligations concerning the care of Confidential Information

                       
if Consultant has exercised this degree of care and if upon discovery of and use or disclosure

                       
not authorized or permitted by, or pursuant to, this Agreement Consultant uses its good faith

                       
efforts to prevent any further use or disclosure and promptly notifies Company of such

                       
unauthorized use or disclosure and the steps it is taking, or proposes to take, to prevent

                       
further unauthorized use or disclosure.



            c.         Use of
Confidential Information:  Consultant will use the Confidential Information obtained by

                       
it solely for purposes related to the provision of the Services and for no other purpose.



            d.         Return of
Confidential Information:  Promptly after termination of this Agreement, Consultant

                       
will surrender to Company all data, lists, books, materials, and records of or pertaining to any

                       
Confidential Information obtained in connection with this Agreement or the provision of the

                       
Services hereunder, including any copies thereof and all property in the possession of

                       
Consultant belonging to Company or any of its Affiliates.



            e.         Right to
Injunction: Consultant acknowledges that a violation or attempted violation on

                       
Consultant’s part of any agreement in this Section 5.1 will cause irreparable damage to

                       
Company and its Affiliates, and accordingly Consultant agrees that Company shall be

                       
entitled as a matter of right to an injunction, out of any court of competent jurisdiction,

                       
restraining any violation or further violation of such agreements by Consultant; such Right to

                       
an injunction, however, shall be cumulative and in addition to any other remedies Company

                       
may have.



            f.         
Survival:  The terms and agreements set forth in this Section 5.1 shall survive expiration of

                       
the Term or the termination of this Agreement for any reason, and shall remain in effect for

                       
the period of 12 months following the expiration of the Term or the termination of this

                       
Agreement.  The existence of any claim of Consultant, whether predicated on this Agreement

                       
or otherwise, shall not constitute a defense to the enforcement by Company of the

                       
agreements contained in this Section 5.1.



5.2       Inventions or Discoveries:  Either individually or
jointly with others, Consultant acknowledges that

            during the Term it may discover, conceive, make, perfect, or
develop inventions, discoveries,

            improvements, ideas, computer programs, know-how, and/or data
that result from the provision of

            the Services and relate to the Business of Company
(“Inventions).  Consultant agrees to disclose

            and assign to Company any and all such Inventions and shall
promptly execute and deliver all

            documents necessary to vest such Rights in Company.



5.3       Copyright:  Consultant agrees that Company shall
own all original written materials, including

            programming documentation, originated, and prepared specifically
for Company pursuant to this

            Agreement.  Consultant also acknowledges that such
copyrightable works are “works made for hire”

            under U.S. copyright laws.  Consultant further agrees, if
so requested, and at Company’s expense,

            to execute written acknowledgments or assignments of copyright
ownership of works covered by this

            Agreement as may be necessary to preserve or vest such Rights in
Company.  Consultant further

            waives and agrees not to assert any Rights, if any, to
attribution and integrity (“moral rights”) that

            Consultant may have in any such copyrightable works.  



5.4       Non-Solicitation:  During the Term and for a period of 12 months after the
expiration or earlier

            termination of this Agreement, neither party to this Agreement
will hire or solicit for hire any

            employee of the other party, or of any Affiliate thereof, with
whom it has had contact in connection

            with the provision of the Services under this Agreement without
the express written consent of the

            other party.  The foregoing notwithstanding, in the event
either party breaches the agreement of

            such party to refrain from hiring any employee of the other
party contained in this Section 5.4, such

            party will be obligated to pay the non-breaching party an amount
equal to 50% of the then current

            annual salary of the employee who is wrongfully hired as
compensation for the expense incurred, or

            anticipated to be incurred, in replacing such employee.






Article Six

Exculpation and Indemnification




6.1       Exculpation:  Neither Consultant, nor any of its shareholders, members,
directors, managers,

             officers, employees, contractors, agents, representatives, or
attorneys, nor any of Consultant’s

             Affiliates, Contractors, or Service Providers, nor any of their
respective partners, shareholders,

             members, directors, managers, officers, employees, contractors,
agents, representatives, or

             attorneys, as applicable, shall be liable to Company, or any
Affiliate of Company, for honest

             mistakes of judgement, or for action or inaction, taken
reasonably and in good faith for a purpose

             that was reasonably believed to be in the interests of Company,
or for losses due to such mistakes,

             action, or inaction, or to the negligence, dishonesty, or bad
faith of any employee, contractor, or

             other agent of Consultant or any of Consultant’s
Affiliate’s, Contractors’, or Service Providers’

             employees, contractors, or agents; provided, that such
employee, contractor, or agent was selected,

             engaged, or retained and supervised with reasonable care;
and provided, that this Section 6.1 shall

             not extend to any action which constitutes fraud, willful
misconduct, gross negligence, or a material

             breach of this Agreement.  Consultant may consult with
counsel and accountants in respect of the

             provision of the Services and be fully protected and justified
in any action or inaction that is taken or

             not taken in accordance with the advice or opinion of such
counsel or accountants, provided that

             they shall have been selected with reasonable care. 
Notwithstanding any of the foregoing to the

             contrary, the provisions of this Section 6.1 shall not
be construed so as to relieve (or attempt to

             relieve) any Person of any liability by reason of recklessness
or intentional wrongdoing to the extent

             (but only to the extent) that such liability may not be waived,
modified, or limited under applicable

             Law, but shall be construed so as to effectuate the provisions
of this Section 6.1 and of Section 6.2

             to the fullest extent permitted by law.



6.2       Indemnification by Company:  Company agrees to,
and does hereby, indemnify Consultant and

             Consultant’s shareholders, members, directors, managers,
officers, employees, contractors, agents,

             attorneys, and representatives, and Consultant’s
Affiliates, Contractors, and Service Providers, and

             their respective partners, shareholders, members, directors,
managers, officers, employees, agents,

             attorneys, and representatives, against all claims, damages,
losses, and expenses, including

             reasonable attorneys’ fees and expenses, arising out of
Company’s performance under this

             Agreement or otherwise with respect to the Business and/or the
Services that are caused in whole

             or in part by Company’s willful misconduct or grossly
negligent act or omission or that are caused by

             the willful misconduct or grossly negligent act or omission of
any Affiliate of Company, or of any

             Person employed or engaged by Company for whose acts Company
may be liable.



6.3       Indemnification by Consultant:  Consultant agrees
to, and does hereby, indemnify Company and

             Company’s shareholders, members, directors, managers,
officers, employees, contractors, agents,

             attorneys, and representatives against all claims, damages,
losses, and expenses, including

             reasonable attorneys’ fees and expenses, arising out of
Consultant’s provision of the Services under

             this Agreement that are caused in whole or in part by
Consultant’s willful misconduct or grossly

             negligent act or omission or that are caused by the willful
misconduct or grossly negligent act or

             omission of any Affiliate of Consultant, or of any Person
employed or engaged by Consultant for

             whose acts Consultant may be liable.






Article Seven

Miscellaneous




7.1       Headings:  The headings, captions, and
arrangements used in this Agreement are for convenience

             only and do not limit, amplify, or modify the terms of this
Agreement.



7.2       Communications:  Unless specifically otherwise
provided, whenever this Agreement requires or

             permits any consent, approval, notice, request, or demand from
one party to another, such

             communication must be in writing (which may be by facsimile
transmission or email acknowledged

             by the recipient) to be effective and shall be deemed to have
been given on the day delivered or, if

             mailed, on the third Business Day after it is enclosed in an
envelope, addressed to the party to be

             notified at the address stated below, properly stamped, sealed,
and deposited in the appropriate

             official postal service, or if emailed, on the day
acknowledged.  For notice to be effective to the

             Company, all members of the current Board of Directors must be
notified in accordance with this

             paragraph



Until changed by notice, the address, facsimile number, and email address for each party is as follows:



For the Company:       National Health & Safety Corporation:





	
Gary J. Davis

 3811 Bee Cave Road, Suite 210

 Austin, TX 78746

 Fax:  (512) 328-6846

 Email:  garydavis@firstadvisors-inc.com

	
  

	
James Kennard

 165 Lewisville Court

 Phoenixville, PA 19460

 Fax:

 Email:  njcabin57@aol.com

	
	
Jimmy E. Nix, II

 3005 Sugarberry Cove

 Round Rock, TX 78664

 Fax:  (512) 388-0228

 Email:  jncn598@hotmail.com

	
  

	
Eugene Rothchild

 3108 Carew Tower

 441 Vine Street

 Cincinnati, OH 45202

 Fax:  (513) 579-9480

 Email:  Eugene.rothchild@juno.com

	






For the Consultant:     First Advisors, Inc.

                       
Attn:  President

                       
3811 Bee Cave Road, Suite 210

                       
Austin, Texas 78746

                       
Facsimile: (512) 328.6846





7.3       Survival:  All covenants, agreements,
representations, and warranties made in this Agreement shall

             survive all closings under this Agreement and, to the extent
expressly stated in certain Sections of

             this Agreement, the expiration of the Term or the early
termination of this Agreement.



7.4       Governing Law:  THIS AGREEMENT IS BEING EXECUTED
AND DELIVERED, AND IS INTENDED

             TO BE PERFORMED, IN THE STATE OF TEXAS, AND THE LAWS (OTHER
THAN CONFLICT OF

             LAWS PROVISIONS THEREOF) OF THE STATE OF TEXAS AND OF THE
UNITED STATES OF

             AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES AND
THE VALIDITY,

             CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS
AGREEMENT.



7.5       Mediation:  Except for matters following under the provisions for injunctive
relief set forth in Article

             Five, any controversy or claim arising out of or
relating to this Agreement, or a breach of any

             provision hereof, shall first be submitted to mediation before
a mediator in Travis County, Texas who

             is mutually acceptable to Company and Consultant.  In the
event Company and Consultant cannot

             reach agreement as to a mutually acceptable mediator, then each
of Company and Consultant shall

             select a mediator in Travis County, Texas, and the two
individuals so selected shall then select a

             third individual who shall serve as the mediator pursuant to
this Section 7.5.  Any mediation

             conducted under this Section 7.5 shall be conducted in
accordance with the Commercial Financial

             Disputes Mediation Rules of the American Arbitration
Association.



7.6       Arbitration:  Except for matters following under the provision for injunctive
relief set forth in Article

             Five, any controversy or claim arising out of or
relating to this Agreement, or a breach of any

             provision hereof, if not resolved by mediation pursuant to
Section 7.5, shall be settled by binding

             arbitration held in Travis County, Texas in accordance with the
Commercial Financial Disputes

             Mediation Rules of the American Arbitration Association, and
the award rendered by the arbitrators

             shall be entered in any court having jurisdiction
thereof.  Disputes resolved by arbitration will be

             resolved by a panel of three arbitrators unless the parties
agree to resolution by a single arbitrator. 

             Prior to the commencement of hearings, each of the arbitrators
shall provide an oath of impartiality.



7.7       Venue:  Any litigation arising out of or in connection with this Agreement,
whether initiated by

             Company or Consultant, shall be brought in the district courts
of Travis County, Texas, or in the

             United States District Court for the Western District of Texas,
Austin Texas. 



 7.8       Joint Defense:  If Company and Consultant are named as defendants in the same
legal proceeding

             (whether in court, an arbitration proceeding, a governmental
investigation, or otherwise), or in similar

             or related legal proceedings, the sharing of information,
strategies, documents, or exhibits, joint

             participation in interviews with witnesses or discussions with
consulting experts or others, or similar

             cooperative action taken by them in connection with such
proceedings shall be subject to a “joint

             defense” privilege and each of them shall, and shall use
commercially reasonable efforts to cause

             their counsel and employees and agents to, maintain as
confidential any such shared information to

             the same extent that such party maintains the confidentiality
of other privileged information (but shall

             not have the Right to waive such privilege without the written
consent of the other party to the

             proceeding).



7.9       Attorneys’ Fees:  In any action to enforce this Agreement, the prevailing
party shall be entitled to

             recover all out-of-pocket costs and expenses, and reasonable
attorneys’ fees, in addition to any

             other relief to which it may be entitled.



7.10     Invalid Provisions:  If any provision of this Agreement is
held to be illegal, invalid, or unenforceable,

             such provision shall be fully severable; this Agreement shall
be construed and enforced as if such

             provision had never comprised a part hereof; and the remaining
provisions shall remain in full force

             and effect and shall not be affected by such provision or by
its severance.  Furthermore, in lieu of

             such provision there shall be added automatically a provision
as similar in terms to such illegal,

             invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.



7.11     Entirety and Amendments:  THIS AGREEMENT REPRESENTS THE
FINAL AGREEMENT

             BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND MAY

             NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR

             SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL

             AGREEMENTS BETWEEN THE PARTIES.  Only a written
instrument can amend this agreement. 

             Authorized officers of Company and Consultant must execute this
written instrument jointly.  Further,

             this agreement can be supplemented only by documents delivered
in accordance with the express

             terms of this agreement.



7.12     Waivers:  No course of dealing nor any failure or delay by
either party to this Agreement or by such

             party’s officers, managers, directors, employees,
representatives, or attorneys with respect to

             exercising any Right of such party hereunder shall operate as
any waiver thereof under this

             Agreement.  A waiver must be in writing and signed by the
party granting such waiver to be

             effective, and such waiver will be effective only in the
specific instance and for the specific purpose

             for which it is given.



7.13     Multiple Counterparts:  This Agreement has been executed in a
number of identical counterparts,

             each of which shall be deemed an original for all purposes and
all of which constitute, collectively,

             one agreement; but, in making proof of this Agreement, it shall
not be necessary to produce or

             account for more than one such counterpart.



7.14     Parties Bound; Assignments:  This Agreement is binding upon,
and inures to the benefit of,

             Company, Consultant, and their respective successors and
assigns; provided that Consultant may

             not, without the prior written consent of Company, assign any
Rights, duties, or obligations

             hereunder, and any purported assignment in violation of the
foregoing shall be void and ineffective. 



 7.15     Publicity:  Consultant will submit to Company all advertising, sales promotion, press
releases, and

             other publicity relating to this Agreement or the Services
performed hereunder in which Company's

             name or mark is mentioned; and Consultant further agrees not to
publish or use such advertising,

             sales promotion, press releases, or publicity without Company's
prior approval.



7.16     Compliance with Company Policy:  Consultant's personnel performing Services on
Company's

             premises shall observe in all material respects all security
and safety rules and all other applicable

             rules and policies in force at the site of the Services.



7.17     Conflicts of Interest:  This Agreement is intended to secure to Company Consultant's
assistance and

             cooperation and shall preclude Consultant from performing
services similar to the Services for other

             Persons that, in the reasonable judgment of Consultant, would
result in a conflict of interest with the

             contractual relationship represented by this Agreement. 
Consultant represents that it has advised

             Company in writing prior to the Effective Date of any
relationship with any other Person, including

             competitors of Company, which, in the judgment of Consultant,
would present a conflict of interest or

             which, in the judgment of Consultant, would prevent Consultant
from performing the Services in

             accordance with this Agreement.  The foregoing
notwithstanding, nothing contained in this

             Agreement is intended to restrict Consultant from providing
consulting services to, or engaging in

             any contractual relationship with, any Person so long as such
services or other relationship will not

             create a conflict of interest or otherwise contravene the terms
of this Agreement.



7.18     Force Majeure:  Consultant shall not be liable to Company due to any failure or delay in
performance

             of its obligations under this Agreement because of
circumstances beyond its control, including but

             not limited to acts of God, acts of the public enemy, war,
civil disorders, flood, fire, riot, accident,

             strikes or work stoppages, lockouts, embargo, inability to
obtain phone lines, government action

             (including enactment of any Laws which restrict or prohibit the
providing of the Services

             contemplated by this Agreement), and other causes beyond its
control whether or not of the same

             class or kind as specifically named above.  If Consultant
is unable to substantially perform its

             obligations hereunder for any of the reasons described in this
Section 7.18, the obligation of

             Consultant shall be suspended for the duration of, and to the
extent of, such force majeure event;

             provided, that Consultant shall promptly notify Company of its
inability to perform, the steps it

             proposes to take to rectify or mitigate such inability, and the
anticipated length of such inability.



7.19     Further Assurances:  From time to time after the Effective Date, each party will, at the
expense of

             the requesting party, execute and deliver such further
instruments and documents and take such

             other action as the other party to this Agreement may
reasonably request in order more effectively to

             carry out or confirm the intent of this Agreement.



7.20     Execution by Facsimile:  The manual signature of any party hereto that is transmitted to
any other

             party by facsimile shall be deemed for all purposes to be an
original signature.  Any party that

             delivers a signature page by facsimile agrees to deliver an
original manually signed counterpart of

             such party’s signature page to any party who requests it
promptly after receipt of such request.



7.21     No Strict Construction:  This Agreement is the result of substantial negotiations between
Company

             and Consultant and their respective counsel and has been
prepared by their joint efforts. 

             Accordingly, the fact that one party’s counsel may have
drafted this Agreement or any portion hereof

             is immaterial and this Agreement will not be strictly construed
against any party.



7.22     Construction:  Whenever the context requires, the gender of all words used in this
Agreement

             includes the masculine, feminine, and neuter.  The term
“including” and variations of the term mean

             “including without limitation.”



In Witness Whereof, as of the Effective Date, the authorized officers, or
representatives of the Company and Consultant have signed and delivered this Agreement to the other.










	
For the Company:

	
     

	
For the Consultant:


		
     

	
	
National Health & Safety Corporation

	
     

	
First Advisors, Inc.


		
     

	
	
By:

	
     

	
By:


		
     

	
	
/s/Gary J.
Davis                                             

	
     

	
/s/Garett
Davis                                                    


	
Gary J. Davis

	
     

	
Garett Davis


	
President and CEO

	
     

	
Senior Vice President















Schedule A



The Services




The Services delivered to Company by Consultant under this Agreement are those indicated by the insertion of an
“x” (or other appropriate marking) in the box preceding each service:



1.         Company Overview and Business Plan.



X         1.1       Analysis of
Company’s current status, with the objective of assisting Company in

                       
defining specific and general areas for improvement and expansion of the

                       
Business.



X         1.2       Review of
Company’s business and/or strategic plan (the “Business Plan”), with

                       
the objective of assisting Company in polishing and refining the Business Plan.

                       
(Consultant will have the obligation to write, prepare, and continuously update

                       
the Business Plan).



X         1.3       Review of
Company’s marketing and sales plan, with the objective of assisting

                       
Company in polishing and refining its marketing and sales plan for use in

                       
connection with Company’s current and future efforts to grow its revenues.



X         1.4       Analysis of
Company’s target market, with the objective of assisting Company to

                       
understand its market and competition and to position its products and services

                       
within its target market.





2.         Management and Personnel



X         2.1       Review of
management structure, and assessment of strengths and weaknesses

                       
of members of management team, with the objective of making

                       
recommendations regarding improvements to the management team of

                       
Company.



X         2.2       Assistance with
recruitment of directors, advisory board members, officers,

                       
managers, and other key personnel, with the objective of assisting Company

                       
assemble a management team appropriate for the successful execution of

                       
Company’s Business Plan.



X         2.3       Review of
Company’s compensation of directors, advisory board members,

                       
officers, managers, and key personnel, including review of Company’s incentive

                       
plan, with the objective of assisting Company with the development and

                       
implementation of compensation and incentive arrangements appropriate for the

                       
successful execution of Company’s Business Plan.



X         2.4       Review of
Company’s employment agreements, employee non-disclosure and

                       
inventions agreements, and other agreements with employees, with the objective

                       
of assuring that Company’s contractual relationships with its employees are

                       
appropriate.



X         2.5       Review of
Company’s employee benefits program, employee policies, recruiting

                       
procedures, employee manuals, and the like, with the objective of establishing

                       
appropriate employee benefits policies and procedures.





3          Strategic and Professional Relationships.



X         3.1       Assist Company with
the development of a plan for establishing strategic

                       
relationships with prospective suppliers, customers, manufacturers, distributors,

                       
licensors, licensees, advisors, and others with whom a relationship might be

                       
beneficial to the development of the Business.



X         3.2       Make introductions
to specific prospective strategic suppliers, customers,

                       
manufacturers, distributors, licensors, licensees, advisors, and others consistent

                       
with Company’s plan for establishing strategic relationships.



X         3.3       Assist Company in
assessing its professional services needs in one or more of

                       
the following areas (as requested by Company and as agreed by Consultant):

                       
accounting; legal; public relations; advertising; graphic design;

                       
printing/production; insurance; website development; real estate; telecom;

                       
hardware; software; and production systems; and make introductions to specific

                       
persons in these areas.






Schedule B



Compensation




During the initial term of the Agreement and any renewals, the Company agrees to pay the Consultant in Common Stock of the
Company.  The Consultant will be paid 1,250,000 shares per month.  Payment of such stock shall be in advance, on the
first business day of each month, to the Consultant.



The Consultant acknowledges that the Common Stock to be issued under this Consulting Agreement will constitute “restricted
securities” under Rule 144 promulgated by the Securities and Exchange Commission.  The Consultant represents that it
will not sell or transfer the Common Stock so issued except in compliance with the Securities Act of 1933.



The Company agrees to prepare and file with the Securities and Exchange Commission, at its sole expense and promptly after the
execution of this Agreement, one or more registration statements on Form S-8 (or any equivalent or successor form) to register all
Common Stock paid to the Consultant under this Agreement under the Securities Act of 1933.