**SHARE
      EXCHANGE AGREEMENT**




**THIS
      SHARE EXCHANGE AGREEMENT** (this
“ Agreement ”)
      is
      effective as of January 5, 2007, by and among EYI Industries, Inc., a Nevada
      corporation (the “ Company ”)
      and
      those certain undersigned shareholders (the “ Shareholders ”,
      and
      together with the Company, the “ Parties ”)
      of
      Essentially Yours Industries, Inc., a Nevada corporation and majority owned
      subsidiary of the Company (“ EYII ”).




**RECITALS:**




**WHEREAS** ,
      on
      November 4, 2003 the Company and EYII completed a share exchange transaction
      (the “ Original Agreement”)
      pursuant to which the Company issued shares of voting stock of the Company
      in
      exchange for a majority of the issued and outstanding shares of common stock
      of
      EYII, par value $0.001 per share (the “ EYII
      Common Stock ”)
      held
      by those shareholders of EYII who (a) executed that certain Investment Letter,
      dated December 2003, containing customary representations, warranties and
      covenants regarding the ownership of their shares and compliance with federal
      and state securities laws (the “ Investment
      Letter ”)
      and
      (b) delivered their shares to the Company for exchange (the “ Original
      Shareholders ”);




**WHEREAS** ,
      the
      Company desires to purchase the balance of those shares of EYII Common Stock
      held by the Shareholders not previously purchased by the Company pursuant to
      the
      Original Agreement so as to cause EYII to become, upon completion of this
      Agreement, a wholly-owned subsidiary of the Company;




**WHEREAS** ,
      the
      Board of Directors of the Company (the “ Board ”)
      has
      approved the proposed transaction, contingent upon satisfaction prior to closing
      of all of the terms and conditions of this Agreement; and




**WHEREAS** ,
      the
      Parties desire to make certain representations, warranties and agreements in
      connection with completion of the proposed share exchange
      transaction.




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing recitals, which shall be considered an integral
      part of this Agreement, and the covenants, conditions, representations and
      warranties hereinafter set forth, the parties hereby agree as
      follows:




**ARTICLE
      I**




**THE
      EXCHANGE:**




1.1.  **The
      Exchange** .
      At the
      Closing (as hereinafter defined), the Company shall acquire the shares of issued
      and outstanding EYII Common Stock held by the Shareholders, free and clear
      of
      all liens, charges or encumbrances, in exchange for shares of Common Stock
      (the
“ Exchange
      Shares ”)
      as
      provided for in Section 1.3 hereof (the “ Exchange ”).
      The
      Exchange shall take place upon the terms and conditions provided for in this
      Agreement and applicable state law.




1.2.  **Closing
      and Closing Date** .
      Subject
      to the provisions of this Agreement, the Parties shall hold a closing (the
      “ Closing ”)
      on (i)
      the first business day on which the last of the conditions set forth in Article
      IV to be fulfilled prior to the Closing is fulfilled or waived or (ii) such
      other date as the Parties hereto may agree (the “ Closing
      Date ”),
      at
      such time and place as the Parties hereto may agree.




1.3.  **Exchange
      of Shares; Stock Certificates** .




(a)  Conversion .
      On the
      Closing Date, each share of EYII Common Stock surrendered to the Company by
      the
      Shareholders will be converted into approximately 7.67535 Exchange Shares.
      No
      fractional shares of Common Stock shall be issued in connection with the
      Exchange. In lieu of such fractional shares, any Shareholder who would otherwise
      be entitled to receive a fraction of a share of Common Stock (after separately
      aggregating all fractional shares of stock issuable to such holder) shall be
      issued one (1) whole share of Common Stock.




(b)  Exchange
      of Certificates .
      On and
      after the Closing Date, each Shareholder shall be entitled to receive, in
      exchange for the outstanding shares of EYII Common Stock held by such
      Shareholder upon surrender thereof to the Company or its exchange agent, a
      certificate or certificates representing the number of whole Exchange Shares
      into which such Shareholder’s shares(s) of EYII Common Stock were converted
      pursuant to Section 1.3(a). If, after the Closing Date, certificates for
      EYII Common Stock are presented to the Company, they shall be cancelled and
      exchanged for Exchange Shares as provided herein.









1.4.  Approval
      of Share Exchange .
      By
      their execution of this Agreement, each Shareholder and the Company hereby
      ratifies, approves and adopts the Exchange for all purposes under the laws
      of
      the State of Nevada.




**ARTICLE
      II**




**REPRESENTATIONS
      AND WARRANTIES**




2.1.  **Representations
      and Warranties of the Company** .
      The
      Company represents and warrants to the Shareholders as follows:




(a)  Organization,
      Standing and Power .
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada, has all requisite power and authority
      to
      own, lease and operate its properties and to carry on its business as now being
      conducted, and is duly qualified and in good standing to do business in each
      jurisdiction in which the nature of its business or the ownership or leasing
      of
      its properties makes such qualification necessary.




(b)  Capital
      Structure .




(i)  The
      authorized capital stock of the Company consists of (a) Three Billion
      (3,000,000,000) shares of Common Stock, par value $0.001 per share of
      which **** 286,975,475
      shares are issued and outstanding and (b) Ten Million (10,000,000) shares of
      preferred stock, per value $0.001 per share of which zero (0) shares are issued
      and outstanding. All of the issued and outstanding shares of Common Stock are
      validly issued, fully paid and nonassessable, were issued in compliance with
      all
      applicable securities laws and are free from preemptive rights or other
      restrictions on transfer. Except as disclosed in those documents filed by the
      Company with the U.S. Securities and Exchange Commission (“ SEC ”),
      there
      are no other options, warrants, calls, agreements or other rights to purchase
      or
      otherwise acquire from the Company at any time, or upon the happening of any
      stated event, any shares of the capital stock of the Company, whether or not
      presently issued or outstanding.




(ii)  The
      Exchange Shares to be issued pursuant to this Agreement will be, when issued
      pursuant to the terms of the resolution of the Board approving such issuance,
      validly issued, fully paid and nonassessable and not subject to preemptive
      rights.




(c)  Articles
      of Incorporation, Bylaws, and Minute Books .
      The
      copies of the Articles of Incorporation (as amended) and of the Bylaws (as
      amended) of the Company which have been made available to the Shareholders
      for
      inspection and which are referenced as Exhibits to the Company’s most recent
      Registration Statement on Form SB-2/A as filed with the SEC on June 22, 2006
      are
      true, correct and complete. The minute book of the Company, which has been
      made
      available to the Shareholders for inspection, contains accurate minutes of
      all
      meetings and accurate consents in lieu of meetings of the Board (and any
      committee thereof) and of the shareholders of the Company since the date of
      incorporation and accurately reflects all transactions referred to in such
      minutes and consents in lieu of meetings.




(d)  Authority .




(i)  The
      Company has all requisite power and authority to enter into this Agreement
      and
      to consummate the transactions contemplated hereby. The execution and delivery
      of this Agreement and the consummation of the transactions contemplated hereby
      have been duly authorized by the Board. No other corporate or shareholder
      proceedings on the part of the Company are necessary to authorize the Exchange
      contemplated hereby. This Agreement has been duly and validly executed and
      delivered by the Company and, assuming the due execution by the other Parties
      hereto, constitutes a legal, valid and binding agreement of the Company,
      enforceable against the Company in accordance with its terms, except as its
      enforceability may be limited by general principles of equity or by bankruptcy,
      insolvency, reorganization, fraudulent conveyance, moratorium or other laws
      relating to or affecting creditors’ rights generally.




(ii)  The
      Board
      (at a meeting or meetings duly called and held prior to the date hereof) has
      determined that the Exchange is advisable and fair to and in the best interests
      of the shareholders of the Company.




2




(e)  Conflict
      with Other Agreements; Approvals .
      The
      execution and delivery of this Agreement does not, and the consummation of
      the
      transactions contemplated hereby will not, (i) conflict with or result in a
      breach of any provision of the Articles of Incorporation (as amended) or Bylaws
      (as amended) or other governing documents of the Company; (ii) require any
      consent, approval, authorization or permit of, or filing with or notification
      to, any court, administrative agency or commission or other governmental
      authority or instrumentality, domestic or foreign (a “ Governmental
      Entity ”)
      by or
      with respect to the Company, except as may be required under the Securities
      Exchange Act of 1934, as amended (the “ Exchange
      Act ”);
      (iii)
      require any consent, waiver or approval, or result in a default, or give rise
      to
      any right of termination, cancellation, modification or acceleration, under
      any
      of the terms, conditions or provisions of any note, license, agreement,
      contract, indenture or other instrument or obligation to which the Company
      is a
      party or by which any of its assets may be bound; (iv) result in the creation
      or
      imposition of any mortgage, lien, pledge, charge, security interest or
      encumbrance of any kind on any asset of the Company or (v) violate any order,
      writ, injunction, decree, statute, rule or regulation applicable to the Company
      or by which any of its assets is bound, except, in the cases of clauses (ii),
      (iii), (iv) and (v), violations that would not, individually or in the
      aggregate, reasonably be expected to have a material adverse effect on the
      Company or on the ability of the Parties to consummate the Exchange or the
      other
      transactions contemplated hereby.




(f)  Books
      and Records .
      The
      Company has made and will make available for inspection by the Shareholders
      upon
      reasonable request all the books of the Company relating to the business of
      the
      Company. Such books of the Company have been maintained in the ordinary course
      of business. All documents furnished or caused to be furnished to the
      Shareholders by the Company are true and correct copies, and there are no
      amendments or modifications thereto except as set forth in such
      documents.




(g)  Compliance
      with Laws .
      The
      Company is and has been in compliance in all material respects with (i) all
      laws, regulations, rules, orders, judgments, decrees and other requirements
      and
      policies imposed by any Governmental Entity applicable to it, its properties
      or
      the operation of its business and (ii) any note, bond, mortgage, contract,
      agreement, license, lease or other instrument or obligation to which the Company
      is a party or by which the Company or any of its property or assets is bound
      or
      affected.




(h)  SEC
      Filings .
      The
      Company has filed all periodic and other reports required to be filed with
      the
      SEC and, as of the date hereof, is current in its filing obligations. The
      Company’s reports on Form 10-QSB for the quarterly period ended June 30, 2006
      and Form 10-KSB for the fiscal year ended December 31, 2005, as filed with
      the
      SEC on August 21, 2006 and March 31, 2006, respectively, contain all material
      information concerning the Company, updated to the latest practicable date
      prior
      to each filing, required by SEC rules to be disclosed in such form, and do
      not
      make any untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements made therein, in the light of the
      circumstances under which they were made, not misleading.




(i)  Financial
      Statements and Tax Returns .
      Copies
      of the Company’s audited financial statements, including its balance sheet as of
      December 31, 2005, and its statements of operations, cash flows and
      shareholders’ equity for the years ended December 31, 2005 and 2004 and copies
      of the Company’s interim unaudited financial statements for the period ended
      June 30, 2006 (collectively, the “ Company
      Financial Statements ”)
      have
      been made available to the Shareholders. The Company Financial Statements were
      prepared in accordance with Generally Accepted Accounting
      Principles (“ GAAP ”)
      applied on a consistent basis through the periods involved, and the Company
      Financial Statements and notes fairly present the financial condition and the
      results of operations, changes in stockholders’ equity, and cash flow of the
      Company as at the respective dates of and for the periods referred to in such
      financial statements, except that any unaudited interim financial statements
      were or are subject to normal and recurring year-end adjustments which have
      not
      been and are not likely to be materially adverse to the Company. No financial
      statements of any person or entity are required by GAAP to be included in the
      consolidated financial statements of the Company.




(j)  Litigation .
      There
      is no suit, action or proceeding pending, or, to the knowledge of the Company,
      threatened against or affecting the Company which is reasonably likely to have
      a
      material adverse effect on the Company, nor is there any judgment, decree,
      injunction, rule or order of any Governmental Entity or arbitrator outstanding
      against the Company having, or which, insofar as reasonably can be foreseen,
      in
      the future could have, any such effect.




(k)  Tax
      Returns .
      The
      Company has filed or will file within the time prescribed by law (including
      extension of time approved by the appropriate taxing authority) all tax returns
      and reports required to be filed with any jurisdiction where such filing is
      required by law, and all such returns are true, accurate and complete in all
      material respects. The Company has paid all taxes, interest, penalties,
      assessments or deficiencies that were due and payable except for those for
      which
      an adequate reserve has been provided in accordance with GAAP. The Company
      has
      made adequate provisions in the Company Financial Statements in accordance
      with
      GAAP appropriately and consistently applied for the payment of all material
      taxes, interest, penalties, assessments or deficiencies for which the Company
      may be liable for the periods covered thereby that were not yet due and payable
      as of the dates thereof. There is no claim pending or, to the knowledge of
      the
      Company, threatened against the Company for (i) any other tax returns or reports
      which are required to be filed which have not been so filed or (ii) any unpaid
      assessment for additional taxes for any fiscal period or any basis therefore.
      The Company has provided to EYII copies of its tax returns filed for the tax
      years ended December 31, 2002 and 2001.




3




(l)  No
      Undisclosed Liabilities .
      Except
      as set forth in the Company Financial Statements, the Company has no material
      liabilities or obligations of any nature (whether absolute, accrued, contingent,
      or otherwise) except current liabilities incurred in the ordinary course of
      business since the respective dates thereof, all of which shall be paid in
      full
      on the Closing Date.




(m)  No
      Material Adverse Change .
      Except
      as set forth in the reports on Form 10-QSB and Form 10-KSB, since December
      31,
      2002, there has not been any material adverse change with regard to the Company,
      and no event has occurred or circumstance exists that may result in such a
      material adverse change.




(n)  Brokers .
      No
      person or entity is entitled to receive any br o kerage,
      finder’s or other fee or commission in connection with this Agreement or the
      transactions contemplated hereby based upon agreements made by or on behalf
      of
      the Company or any of its officers, directors or employees.




(o)  Full
      Disclosure .
      No
      representation or warranty of the Company in this Agreement omits to state
      a
      material fact necessary to make the statements herein, in light of the
      circumstances in which they were made, not misleading. There is no fact known
      to
      the Company that has specific application to EYII and that materially adversely
      affects or, as far as the Company can reasonably foresee, materially threatens,
      the assets, business, prospects, financial condition, or results of operations
      of the Company that has not been set forth in this Agreement.




2.2.  **Representations
      and Warranties of the Shareholders** .




(a)  Ownership
      of the EYII Common Stock .
      Each
      Shareholder’s Shares of EYII Common Stock are owned of record, legally and
      beneficially by each such Shareholder. Each share of EYII Common Stock is free
      and clear of any and all security interests, encumbrances, and rights of any
      kind or nature whatsoever (collectively, “ Encumbrances ”),
      and
      upon delivery of each share of EYII Common Stock hereunder, the Company will
      acquire title thereto, free and clear of any and all Encumbrances. Other than
      voting rights, redemption rights and such other rights conferred by EYII’s
      charter documents and by applicable Nevada statutes, to the best knowledge
      of
      each Shareholder there exist no Securities Rights (as defined herein) with
      respect to the EYII Common Stock. All rights and powers to vote the EYII Common
      Stock are held exclusively by the Shareholders. The certificates representing
      the EYII Common Stock to be delivered to the Company at the Closing are, and
      the
      signatures and endorsements thereof or stock powers relating thereto will be,
      valid and genuine. For the purposes of this section, “ Securities
      Rights ”
means,
      with respect to the EYII Common Stock, all written or unwritten contractual
      rights relating to the issuance, sale, assignment, transfer, purchase,
      redemption, conversion, exchange, registration or voting of the EYII Common
      Stock and all rights conferred by EYII’s governing documents and by any
      applicable agreement.




(b)  Authority
      Relative to This Agreement .
      Each
      Shareholder has all necessary power and authority to execute and deliver this
      Agreement, to perform the obligations hereunder and to consummate the
      transactions contemplated by this Agreement. The execution and delivery of
      this
      Agreement by each Shareholder, the performance by each Shareholder of his
      obligations hereunder and the consummation by each Shareholder of the
      transactions contemplated by this Agreement have been duly authorized by all
      necessary action on the part of each Shareholder as are necessary to authorize
      this Agreement or to consummate the transactions contemplated by this Agreement.
      This Agreement has been duly and validly executed and delivered by each
      Shareholder and constitutes the legal, valid and binding obligations of each
      Shareholder, enforceable against each Shareholder in accordance with its terms,
      except as the enforceability thereof may be limited by bankruptcy, insolvency,
      reorganization or other similar laws of general application affecting the
      enforcement of creditors’ rights generally.




(c)  Brokers .
      No
      person or entity is entitled to receive any brokerage, finder’s or other fee or
      commission in connection with this Agreement or the transactions contemplated
      hereby based upon agreements made by or on behalf of the Company or any of
      its
      officers, directors or employees.




(d)  Full
      Disclosure .
      No
      representation or warranty of the Shareholders in this Agreement omits to state
      a material fact necessary to make the statements herein, in light of the
      circumstances in which they were made, not misleading. There is no fact known
      to
      the Shareholders that has specific application to the Company and that
      materially adversely affects or, as far as the Shareholders can reasonably
      foresee, materially threatens, the assets, business, prospects, financial
      condition, or results of operations of EYI that has not been set forth in this
      Agreement.




4




**ARTICLE
      III**




**ADDITIONAL
      AGREEMENTS**




3.1.  Access
      and Inspection, Etc .
      The
      Company shall have allowed and shall allow the Shareholders and their authorized
      representatives full access during normal business hours from and after the
      date
      hereof and prior to the Closing Date to all of the properties, books, contracts,
      commitments and records of the Company for the purpose of making such
      investigations as the Shareholders may reasonably request in connection with
      the
      transactions contemplated hereby, and the Company shall furnish to the
      Shareholders such information concerning its affairs as the Shareholders may
      reasonably request. The Company shall have caused and shall cause the personnel
      of the Company to assist the Shareholders in making such investigation and
      shall
      use its best efforts to cause the counsel, accountants, and other non-employee
      representatives of the Company to be reasonably available to the Shareholders
      for such purposes.




3.2.  Confidential
      Treatment of Information .
      From
      and after the date hereof, the Parties hereto shall and shall cause their
      representatives to hold in confidence this Agreement (including any exhibits
      and
      schedules hereto), all matters relating hereto and all data and information
      obtained with respect to the other Parties or their business, except such data
      or information as is published or is a matter of public record, or as compelled
      by legal process. In the event this Agreement is terminated pursuant to Article
      V hereof, each Party shall promptly return to the other(s) any statements,
      documents, schedules, exhibits or other written information obtained from them
      in connection with this Agreement, and shall not retain any copies
      thereof.




3.3  Indemnification .
      Each
      Shareholder shall indemnify and hold harmless each other Party to this Agreement
      from and against any and all loss, liability, claim, damage, and expense
      (including, without limitation, reasonable attorneys' fees and disbursements)
      arising out of or resulting from any matter that conflicts or is inconsistent
      with the representations made in Section 2.2. Nothing contained therein shall
      preclude a Party to this Agreement from seeking equitable relief, where
      appropriate.




3.4  Entire
      Agreement .
      This
      Agreement (including the documents and the instruments referred to herein)
      constitutes the entire agreement and supersedes all prior agreements and
      understandings, both written and oral, by and among the Parties with respect
      to
      the subject matter hereof, and is not intended to confer upon any person other
      than the Parties hereto any rights or remedies hereunder.




3.5.  Public
      Announcements .
      After
      the date hereof and prior to the Closing, none of the Parties hereto shall
      make
      any press release, statement to employees or other disclosure of this Agreement
      or the transactions contemplated hereby without the prior written consent of
      the
      other Parties, except as may be required by law.




3.6.  Best
      Efforts .
      Subject
      to the terms and conditions provided in this Agreement, each of the Parties
      shall use its best efforts in good faith to take or cause to be taken as
      promptly as practicable all reasonable actions that are within its power to
      cause to be fulfilled those conditions precedent to its obligations or the
      obligations of the other parties to consummate the transactions contemplated
      by
      this Agreement that are dependent upon its actions.




**ARTICLE
      IV**




**CONDITIONS
      PRECEDENT**




4.1.  **Conditions
      to Each Party’s Obligation to Effect the Exchange** .
      The
      respective obligations of each Party to effect the Exchange shall be subject
      to
      the satisfaction or waiver by such Party of the following conditions on or
      before the Closing Date:




(a)  Consents
      and Waiting Periods .
      The
      filing, occurring or obtainment of all authorizations, consents, orders or
      approvals of, or declarations or filings with, or expirations of waiting periods
      imposed by any Governmental Entity or by any applicable law, rule, or regulation
      governing the transactions contemplated hereby; and




(b)  No
      Statutes or Judgments .
      No
      statute, rule, regulation, executive order, judgment, decree or injunction
      shall
      have been enacted, entered, issued, promulgated or enforced by any court or
      Governmental Entity against the Company or EYII and be in effect that prohibits
      or restricts the consummation of the Exchange or makes such consummation
      illegal; provided that each Party agrees to use all reasonable efforts to have
      such prohibition lifted.




5




4.2.  **Conditions
      to Obligations of the Company** .
      The
      obligation of the Company to effect the Exchange is subject to the satisfaction
      of the following conditions on or before the Closing Date unless waived by
      the
      Company:




(a)  Representations
      and Warranties .
      The
      representations and warranties of each Shareholder set forth in this Agreement
      shall be true and correct in all material respects as of the date of this
      Agreement and (except to the extent such representations and warranties speak
      as
      of an earlier date) as of the Closing Date as though made on and as of the
      Closing Date, except as otherwise contemplated by this Agreement, and, with
      respect only to the representations and warranties of each Shareholder, the
      Company shall have received a certificate signed on behalf of the Shareholder
      to
      such effect.




(b)  Performance
      of Obligations of the Shareholders .
      The
      Shareholders shall have performed in all material respects all obligations
      required to be performed by them under this Agreement at or prior to the Closing
      Date.




(c)  Closing
      Documents .
      The
      Company shall have received such certificates and other closing documents as
      counsel for the Company shall reasonably request.




(d)  Number
      of Shares .
      At or
      before the Closing, the Shareholders shall surrender to the Company certificates
      representing the balance of the total issued and outstanding shares of EYII
      Common Stock not held by the Company, and such certificates shall be accompanied
      by appropriate stock powers in a form acceptable to the Company and executed
      by
      the respective Shareholder, assigning such certificates to the Company, free
      and
      clear of any liens, claims, options, charges, and encumbrances of any
      nature.




(e)  Consents .
      The
      Shareholders shall have obtained the consent or approval of each person whose
      consent or approval shall be required in connection with the transactions
      contemplated hereby under any loan or credit agreement, note, mortgage,
      indenture, lease or other agreement or instrument, except those for which
      failure to obtain such consents and approvals would not, in the reasonable
      opinion of the Company, individually or in the aggregate, have a material
      adverse effect on EYII and its subsidiaries and related entities taken as a
      whole upon the consummation of the transactions contemplated hereby.




4.3.  **Conditions
      to Obligations of the Shareholders** .
      The
      obligation of the Shareholders to effect the Exchange is subject to the
      satisfaction of the following conditions unless waived by the
      Shareholders:




(a)  Representations
      and Warranties .
      The
      representations and warranties of the Company set forth in this Agreement shall
      be true and correct in all material respects as of the date of this Agreement
      and (except to the extent such representations speak as of an earlier date)
      as
      of the Closing Date as though made on and as of the Closing Date, except as
      otherwise contemplated by this Agreement, the Shareholders shall have each
      received a certificate signed on behalf of the Company by the President to
      such
      effect.




(b)  Performance
      of Obligations of the Company .
      The
      Company shall have performed in all material respects all obligations required
      to be performed by it under this Agreement at or prior to the Closing Date,
      and
      each Shareholder shall have received a certificate signed on behalf of the
      Company by the President to such effect.




(c)  Closing
      Documents .
      Each
      Shareholder shall have received such certificates and other closing documents
      as
      counsel for any such Shareholder shall reasonably request.




(d)  Consents .
      The
      Company shall have obtained the consent or approval of each person whose consent
      or approval shall be required in connection with the transactions contemplated
      hereby.




(e)  Due
      Diligence Review .
      Each
      Shareholder shall have completed to its reasonable satisfaction a review of
      the
      business, operations, finances, assets and liabilities of the Company and shall
      not have determined that any of the representations or warranties of the Company
      contained herein are, as of the date hereof or the Closing Date, inaccurate
      in
      any material respect or that the Company is otherwise in violation of any of
      the
      provisions of this Agreement.




6




**ARTICLE
      V**




**TERMINATION
      AND AMENDMENT**




5.1.  **Termination** .
      This
      Agreement may be terminated at any time prior to the Closing Date:




(a)  By
      mutual
      written consent of the Company and any Shareholder with respect to such
      Shareholder;




(b)  By
      the
      Company if there has been a material breach of any representation, warranty,
      covenant or agreement on the part of any Shareholder set forth in this
      Agreement, or by any Shareholder with respect to such Shareholder if there
      has
      been a material breach of any representation, warranty, covenant or agreement
      on
      the part of the Company, which breach has not been cured within five (5)
      business days following receipt by the breaching party of notice of such breach;
      or




(c)  By
      either
      the Company or any Shareholder with respect to such Shareholder if any court,
      Governmental Entity or other competent authority shall have issued an order,
      decree or ruling, or taken any other action, enjoining, restraining or otherwise
      preventing the consummation of the Exchange or any of the other transactions
      contemplated hereby, and such order, decree, ruling or other action shall have
      become final and non-appealable.




5.2.  **Effect
      of Termination** .
      In the
      event of termination of this Agreement by either the Company or a Shareholder
      with respect to such Shareholder as provided in Section 5.1, this
      Agreement, except for the provisions of this Section 5.2 and Article V, shall
      forthwith become void, and there shall be no liability or obligation on the
      part
      of any Party hereto. In such event, all costs and expenses incurred in
      connection with this Agreement and the transactions contemplated hereby shall
      be
      paid by the Party incurring such expenses. Nothing in this Section 5.2
      shall relieve any Party for liability for any breach of this
      Agreement.




5.3.  **Amendment** .
      This
      Agreement may be amended by the Company and the Shareholders, by action taken
      or
      authorized by the Board and by each Shareholder, provided no amendment shall
      be
      made which by law requires approval by the shareholders of any Party without
      such further approval. This Agreement may not be amended except by an instrument
      in writing signed on behalf of each of the Parties hereto.




5.4.  **Extension;
      Waiver** .
      At any
      time prior to the Closing Date, the Company and the Shareholders, by action
      taken or authorized by the Board and by each Shareholder, may, to the extent
      legally allowed, (a) extend the time for the performance of any of the
      obligations or other acts of the other Parties hereto, (b) waive any
      inaccuracies in the representations and warranties contained herein or in any
      document delivered pursuant hereto and (c) waive compliance with any of the
      agreements or conditions contained herein. Any agreement on the part of a Party
      hereto to any such extension or waiver shall be valid only if set forth in
      a
      written instrument signed on behalf of such Party.




**ARTICLE
      VI**




**INDEMNIFICATION**




6.1.  **Indemnification
      by the Shareholders** .
      Each
      Shareholder (hereinafter called the “Shareholder Indemnitor”) shall defend,
      indemnify and hold harmless the Company and its subsidiaries and affiliates,
      their officers, directors, employees and agents (hereinafter, collectively,
      called the “Company Indemnitee”) against and in respect of any and all loss,
      damage, liability, fine, penalty, cost and expense, including reasonable
      attorneys’ fees and amounts paid in settlement (collectively, the “Company
      Losses”), suffered or incurred by any Company Indemnitee by reason of, or
      arising out of such Shareholder’s misrepresentation, breach of warranty or
      breach or non-fulfillment of any agreement contained in this Agreement or in
      any
      certificate, schedule, instrument or document delivered to the Company by or
      on
      behalf of such Shareholder pursuant to the provisions of this
      Agreement.




6.2.  **Indemnification
      by the Company** .
      The
      Company (hereinafter called the “Company Indemnitor”) shall defend,
      indemnify and hold harmless each Shareholder (hereinafter called the
“Shareholder Indemnitee”) against and in respect of any and all loss,
      damage, liability, cost and expense, including reasonable attorneys’ fees and
      amounts paid in settlement (collectively, the “Shareholder Losses”), suffered or
      incurred by any Shareholder Indemnitee by reason of or arising out of any
      misrepresentation, breach of warranty or breach or non-fulfillment of any
      material agreement of the Company contained in this Agreement or in any other
      certificate, schedule, instrument or document delivered to the Shareholder
      by or
      on behalf of the Company pursuant to the provisions of this
      Agreement.




7




6.3.  **Defense
      of Claims** .




(a)  Each
      Party seeking indemnification hereunder (an “Indemnitee”): (i) shall
      provide the other Party or Parties (the “Indemnitor”) written notice of any
      claim or action by a third party arising after the Closing Date for which an
      Indemnitor may be liable under the terms of this Agreement, within ten
      (10) days after such claim or action arises and is known to Indemnitee, and
      (ii) shall give the Indemnitor a reasonable opportunity to participate in
      any proceedings and to settle or defend any such claim or action. The expenses
      of all proceedings, contests or lawsuits with respect to such claims or actions
      shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense
      of such claim or action, the Indemnitor shall give written notice to the
      Indemnitee within ten (10) days after notice from the Indemnitee of such
      claim or action, and the Indemnitor shall thereafter assume the defense of
      any
      such claim or liability, through counsel reasonably satisfactory to the
      Indemnitee, provided that Indemnitee may participate in such defense at their
      own expense, and the Indemnitor shall, in any event, have the right to control
      the defense of the claim or action.




(b)  If
      the
      Indemnitor shall not assume the defense of, or if after so assuming it shall
      fail to defend, any such claim or action, the Indemnitee may defend against
      any
      such claim or action in such manner as they may deem appropriate and the
      Indemnitee may settle such claim or litigation on such terms as they may deem
      appropriate but subject to the Indemnitor’s approval, such approval not to be
      unreasonably withheld; provided, however, that any such settlement shall be
      deemed approved by the Indemnitor if the Indemnitor fails to object thereto,
      by
      written notice to the Indemnitee, within fifteen (15) days after the
      Indemnitor’s receipt of a written summary of such settlement. The Indemnitor
      shall promptly reimburse the Indemnitee for the amount of all expenses, legal
      and otherwise, incurred by the Indemnitee in connection with the defense and
      settlement of such claim or action.




(c)  If
      a
      non-appealable judgment is rendered against any Indemnitee in any action covered
      by the indemnification hereunder, or any lien attaches to any of the assets
      of
      any of the Indemnitee, the Indemnitor shall immediately upon such entry or
      attachment pay such judgment in full or discharge such lien unless, at the
      expense and direction of the Indemnitor, an appeal is taken under which the
      execution of the judgment or satisfaction of the lien is stayed. If and when
      a
      final judgment is rendered in any such action, the Indemnitor shall forthwith
      pay such judgment or discharge such lien before any Indemnitee is compelled
      to
      do so.




6.4.  **Waiver** .
      The
      failure of any Indemnitee to give any notice or to take any action hereunder
      shall not be deemed a waiver of any of the rights of such Indemnitee hereunder,
      except to the extent that Indemnitor is actually prejudiced by such
      failure.




6.5.  **Limitations
      on Indemnification** .
      Notwithstanding anything to the contrary contained in this Agreement no Party
      shall be responsible hereunder for any Indemnifiable Loss unless the Indemnitee
      shall have provided such Party with written notice containing a reasonable
      description of the claim, action or circumstances giving rise to such
      Indemnifiable Loss within three (3) years after the Closing
      Date.




**ARTICLE
      VII**




**GENERAL
      PROVISIONS**




7.1.  **Survival
      of Representations, Warranties and Agreements** .
      The
      representations, warranties and agreements in this Agreement or in any
      instrument delivered pursuant to this Agreement shall survive the Closing Date
      for a period of one (1) year.




7.2.  **Notices** .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally, telecopied (which is confirmed) or mailed
      by registered or certified mail (return receipt requested) to the Parties at
      the
      following addresses (or at such other address for a Party as shall be specified
      by like notice):




(a)If
                to the Company to:
            7865
                Edmonds StreetBurnaby,
                BC Canada V3N 169Attention:
                Jay SargeantTelephone:
                (604) 759-5031Facsimile:
                (604) 759-5044With
                a copy to:
            Kirkpatrick
                & Lockhart Nicholson Graham LLP201
                South Biscayne Blvd., 20thFloorMiami,
                Florida 33131Attention:
                Clayton E. Parker, Esq.Telephone:
                (305) 358-7095Facsimile:
                (305) 539-3300




8




(b)If
                to a Shareholder, to:
            The
                Addresses Provided OnThe
                Signature Pages Attached Hereto.


7.3.  **Interpretation** .
      When a
      reference is made in this Agreement to Sections, such reference shall be to
      a
      Section of this Agreement unless otherwise indicated. The headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement. Whenever the words
      “include”, “includes” or “including” are used in this Agreement, they shall be
      deemed to be followed by the words “without limitation”. The phrase “made
      available” in this Agreement shall mean that the information referred to has
      been made available if requested by the Party to whom such information is to
      be
      made available.




7.4.  **Counterparts** .
      This
      Agreement may be executed in two (2) or more counterparts, all of which shall
      be
      considered one and the same agreement and shall become effective when two (2)
      or
      more counterparts have been signed by each of the Parties and delivered to
      the
      other Parties, it being understood that all Parties need not sign the same
      counterpart.




7.5.  **Governing
      Law** .
      This
      Agreement shall be governed and construed in accordance with the laws of the
      State of Nevada without regard to principles of conflicts of law. Each Party
      hereby irrevocably submits to the jurisdiction of any Nevada state court or
      any
      federal court in the State of Nevada in respect of any suit, action or
      proceeding arising out of or relating to this Agreement, and irrevocably accept
      for themselves and in respect of their property, generally and unconditionally,
      the jurisdiction of the aforesaid courts.




7.6.  **No
      Remedy in Certain Circumstances** .
      Each
      Party agrees that, should any court or other competent authority hold any
      provision of this Agreement or part hereof or thereof to be null, void or
      unenforceable, or order any party to take any action inconsistent herewith
      or
      not to take any action required herein, the other Party shall not be entitled
      to
      specific performance of such provision or part hereof or thereof or to any
      other
      remedy, including but not limited to money damages, for breach hereof or thereof
      or of any other provision of this Agreement or part hereof or thereof as a
      result of such holding or order.




7.7.  **Assignment** .
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any of the Parties hereto (whether by operation of law or
      otherwise) without the prior written consent of the other Parties, except that
      the Company may assign, in its sole discretion, any or all of its rights,
      interests and obligations hereunder to any direct or indirect wholly owned
      subsidiary of the Company. Subject to the preceding sentence, this Agreement
      will be binding upon, inure to the benefit of and be enforceable by the Parties
      and their respective successors and assigns.




7.8.  **Gender** .
      Where
      the context requires, the use of the singular form herein shall include the
      plural, the use of the plural shall include the singular, and the use of any
      gender shall include any and all genders.




7.9.  **Acceptance
      by Fax** .
      This
      Agreement shall be accepted, effective and binding, for all purposes, when
      the
      parties shall have signed and transmitted to each other, by telecopier or
      otherwise, copies of the signature pages hereto.




7.10.  **Opportunity
      to Hire Counsel; Role of Kirkpatrick & Lockhart Nicholson Graham
      LLP** .
      Each
      Shareholder acknowledges that he has been advised and has been given an
      opportunity to hire counsel with respect to this Agreement and the transactions
      contemplated hereby. Each Shareholder further acknowledges that the law firm
      of
      Kirkpatrick & Lockhart Nicholson Graham LLP has solely represented the
      Company in connection with this Agreement and the transactions contemplated
      hereby and no other entity.




7.11.  **Time
      is of the Essence** .
      It is
      understood and agreed among the Parties hereto that time is of the essence
      in
      this Agreement and this applies to all terms and conditions contained
      herein.




7.12.  **NO
      JURY TRIAL** .
      THE
      PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
      OF
      THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT
      CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
      COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
      PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF
      THIS AGREEMENT.


9





**IN
      WITNESS WHEREOF** ,
      this
      Share Exchange Agreement has been signed by the Parties set forth below as
      of
      the date set forth above.






**THE COMPANY:****EYI INDUSTRIES, INC.**/s/ Jay
              SargeantName:Jay
                Sargeant
              Title:President,
                Chief Executive Officerand
                Principal Executive Officer


**THE SHAREHOLDERS:****BARBARA AND JAMES HENDLEMAN**/s/ Barbara
              HendlemanName:Barbara
              Hendleman


/s/ James
                HendlemanName:James
                Hendleman


**BARRY AND AUDREY FRANKLIN**/s/ Barry
                FranklinName:Barry
                Franklin
 /s/ Audrey
                  FranklinName:Audrey
                  Franklin
 **BARBARA AND JAMES HENDLEMAN**/s/ Barbara
                  HendlemanName:Barbara
                  Hendleman
 /s/ James
                    HendlemanName:James
                    Hendleman
 **BOYD E. THOMAS, an
                    Individual**/s/ Boyd
                    E.
                    ThomasName:Boyd
                    E. Thomas
 **CHARLES EMMENECKER, an
                        Individual**/s/ Charles
                        EmmeneckerName:Charles
                        Emmenecker
 10
 **DAVID
                              & BONNIE WHITE**/s/ David
                              WhiteName:David
                              White
 /s/ Bonnie
                                        WhiteName:Bonnie
                                        White
 **DAVID
                                                  AND LISA NELSON**/s/ David
                                                  NelsonName:David
                                                  Nelson
 /s/ Lisa
                                                            NelsonName:Lisa
                                                            Nelson
 **DEBRA
                                                                      CRUEL & ASSOCIATES,
                                                                      LLC**Name:Debra
                                                                        Cruel
                                                                      Title:
 **DONNA
                                                                                GREEN,
**an
                                                                                Individual****/s/ Donna
                                                                                GreenName:Donna
                                                                                Green
 **GLOBAL
                                                                                          TRENDS,
                                                                                          INC.**/s/ Art
                                                                                          BurleighName:Art
                                                                                            Burleigh
                                                                                          Title:
 **HALA
                                                                                                    KHOURI,
**an
                                                                                                    Individual****/s/ Hala
                                                                                                    KhouriName:Hala
                                                                                                      Khouri
 11
  **JAMIE
                                                                                                              BEARDSLEY,
**an
                                                                                                              Individual****/s/ Jamie
                                                                                                              BeardsleyName:Jamie
                                                                                                              Beardsley
 **LIANA
                                                                                                                        JANUARY**/s/ Liana
                                                                                                                        JanuaryName:Liana
                                                                                                                        January
 **NEW
                                                                                                                                  U
                                                                                                                                  INC.**/s/ Drew
                                                                                                                                  McCaughyName:Drew
                                                                                                                                    McCaughy
                                                                                                                                  Title:
 **NHC
                                                                                                                                            LTD.**/s/ Ron
                                                                                                                                            BoersemaName:Ron
                                                                                                                                              Boersema
                                                                                                                                            Title:
 /s/ Donna
                                                                                                                                                      BoersemaName:Donna
                                                                                                                                                          Boersema
                                                                                                                                                        Title:
 **PAULA
                                                                                                                                                                THOMAS,
**an
                                                                                                                                                                Individual****/s/ Paula
                                                                                                                                                                ThomasName:Paula
                                                                                                                                                                Thomas
 **PURPLE
                                                                                                                                                                        DOLPHIN
                                                                                                                                                                        ENTERPRISES**/s/ Kimberly
                                                                                                                                                                        CharmaineName:Kimberly
                                                                                                                                                                          Charmaine
                                                                                                                                                                        Title:
 12


**RENEE
                      NALIVKA, **an
                      Individual****/s/ Renee
                      NalivkaName:Renee
                        Nalivka
 **ROBERT
                              AND LINDA DOMINE**/s/ Robert
                              DomineName:Robert
                                Domine
 /s/ Linda
                                      DomineName:Linda
                                        Domine
 **ROBERT
                                              DENNIS RUTH, **an
                                              Individual****/s/ Robert
                                              Dennis RuthName:Robert
                                                Dennis Ruth
 **RONALD
                                                      AND PATRICIA LYONS**Name:Ronald
                                                        Lyons
 Name:Patricia
                                                                Lyons




**ROSEMARY
                  FENSTERMACHER, **an
                  Individual****/s/ Rosemary
                  FenstermacherName:Rosemary
                    Fenstermacher
 **SHARON
                          CORBETT-PARRY, **an
                          Individual****/s/ Sharon
                          Corbett-ParryName:Sharon
                            Corbett-Parry
 13




**THE
                    LEE B. NIELSEN REVOCABLE TRUST**/s/ Lee
                    B.
                    NeilsenName:
                      Title:
 **TIMMIE
                            DUNCAN, **an
                            Individual****Name:Timmie
                              Duncan
 **W.
                                    GREGORY LARSH & ESTHER F. LARSH**/s/ Greg
                                    LarshName:W.
                                      Gregory Larsh
 /s/ Esther
                                            LarshName:Esther
                                              F. Larsh
 **WFGS
                                                    **INC****.****/s/ Scott
                                                    MedleyName:Scott
                                                        Medley
                                                      Title:
 **WILBUR
                                                            & EARDLEY NESBITT**/s/ Wilbur
                                                            NesbittName:Wilbur
                                                              Nesbitt
 /s/ Eardley
                                                                    NesbittName:
                                                                      Eardley
                                                                      Nesbitt
 **DEBORAH
                                                                            WILCOX**/s/ Deborah
                                                                            WilcoxName:Deborah
                                                                              W.
                                                                              Wilcox


14


**Name
                of Shareholder**
            **Number
                of Shares**The
                Lee B. Nielson Revocable Trust
            51,425Barbara
                & James Hendleman
            769,075Barry
                and Audrey Franklin
            34,539Boyd
                E. Thomas
            23,026Charles
                Emmenecker
            7,675David
                & Bonnie White
            112,828David
                and Lisa Nelson
            46,052Donna
                Green
            230,262Global
                Trends, Inc.
            158,627Hala
                Khouri
            25,582Deborah
                Wilcox
            51,425Jamie
                Beardsley
            11,513Liana
                January
            7,675New
                U Inc.
            102,344NHC
                Ltd.
            23,026Paula
                Wallis
            61,403Purple
                Dolphin Enterprises
            11,513Renee
                Nalivka
            15,351Robert
                and Linda Domine
            133,045Robert
                Dennis Ruth
            15,351Rosemary
                Fenstermacher
            11,513Sharon
                Corbett-Parry
            7,675W.
                Gregory Larsh & Esther F. Larsh
            26,864WFGS
                Inc.
            51,172Wilbur
                & Eardley Nesbitt
            10,362**TOTAL**
            **1,999,323**