SECURED PROMISSORY NOTE

February 24, 2005

Jersey City, New Jersey
$200,000

FOR VALUE RECEIVED, the undersigned, EYI INDUSTRIES, INC.,
a Nevada corporation (the "Company"), promises to pay CORNELL
CAPITAL PARTNERS, LP (the "Lender") at 101 Hudson Street, Suite
3700, Jersey City, New Jersey 07302 or other address as the Lender shall
specify in writing, the principal sum of Two Hundred Thousand Dollars
($200,000) and interest at the annual rate of twelve percent (12%) on the
unpaid balance pursuant to the following terms:
1.	Principal and Interest.  For value received, the Company hereby
promises to pay to the order of the Lender on the date sixty (60) calendar
days from the date hereof  in lawful money of the United States of
America and in immediately available funds the principal sum of Two
Hundred  Thousand Dollars ($200,000), together with interest on the
unpaid principal of this note at the rate of twelve percent (12%) per year
(computed on the basis of a 365-day year and the actual days elapsed)
from the date of this Promissory Note (the "Note") until paid.
2.	Right of Prepayment.  Notwithstanding the payment(s) pursuant
to Section 2, the Company at its option shall have the right to prepay, with
three (3) business days advance written notice, a portion or all outstanding
principal of the Note.
3.	Waiver and Consent.  To the fullest extent permitted by law and
except as otherwise provided herein, the Company waives demand,
presentment, protest, notice of dishonor, suit against or joinder of any
other person, and all other requirements necessary to charge or hold the
Company liable with respect to this Note.
4.	Costs, Indemnities and Expenses.  In the event of default as
described herein, the Company agrees to pay all reasonable fees and costs
incurred by the Lender in collecting or securing or attempting to collect or
secure this Note, including reasonable attorneys' fees and expenses,
whether or not involving litigation, collecting upon any judgments and/or
appellate or bankruptcy proceedings.  The Company agrees to pay any
documentary stamp taxes, intangible taxes or other taxes which may now
or hereafter apply to this Note or any payment made in respect of this
Note, and the Company agrees to indemnify and hold the Lender harmless
from and against any liability, costs, attorneys' fees, penalties, interest or
expenses relating to any such taxes, as and when the same may be
incurred.
Upon execution of this Note, the Company shall pay to the Lender a fee
of ten percent (10%) of the gross amount of this Note, and shall pay to
Yorkville Advisors Management LLC a structuring fee in the amount of
two thousand five hundred dollars ($2,500).
5.	Event of Default.  An "Event of Default" shall be deemed to have
occurred upon the occurrence of any of the following: (i) the Company
should fail for any reason or for no reason to make any payment of the
principal, interest, costs, indemnities, or expenses pursuant to this Note
within fifteen (15) days of the date due as prescribed herein; (ii) failure by
the Company for twenty (20) days after notice to it to satisfy any of its
other obligations or requirements or comply with any of its other
agreements under this Note; (iii) any proceedings under any bankruptcy
laws of the United States of America or under any insolvency, not
disclosed to the Lender, reorganization, receivership, readjustment of
debt, dissolution, liquidation or any similar law or statute of any
jurisdiction now or hereinafter in effect (whether in law or at equity) is
filed by or against the Company or for all or any part of its property; or
(iv) a breach by the Company of its obligations under this Agreement
breach under the Pledge Agreement or the Guaranty ,  or any other related
agreements hereunder between the Company and the Lender of even date
herewith which is not cured by the Company by any applicable cure
period therein.  Upon an Event of Default (as defined above), the entire
principal balance and accrued interest outstanding under this Note, and all
other obligations of the Company under this Note, shall be immediately
due and payable without any action on the part of the Lender, interest
shall accrue on the unpaid principal balance at eighteen percent (18%) per
year or the highest rate permitted by applicable law, if lower and the
Lender shall be entitled to seek and institute any and all remedies
available to it.
6.	Maximum Interest Rate.  In no event shall any agreed to or
actual interest charged, reserved or taken by the Lender as consideration
for this Note exceed the limits imposed by New Jersey law.  In the event
that the interest provisions of this Note shall result at any time or for any
reason in an effective rate of interest that exceeds the maximum interest
rate permitted by applicable law, then without further agreement or notice
the obligation to be fulfilled shall be automatically reduced to such limit
and all sums received by the Lender in excess of those lawfully collectible
as interest shall be applied against the principal of this Note immediately
upon the Lender's receipt thereof, with the same force and effect as
though the Company had specifically designated such extra sums to be so
applied to principal and the Lender had agreed to accept such extra
payment(s) as a premium-free prepayment or prepayments.
7.	Secured Nature of the Note.  This Note is secured by the Pledged
Shares as defined in the Pledge and Escrow Agreement and Personal
Guaranty  of even date herewith.
8.	Cancellation of Note. Upon the repayment by the Company of all
of its obligations hereunder to the Lender, including, without limitation,
the principal amount of this Note, plus accrued but unpaid interest, the
indebtedness evidenced hereby shall be deemed canceled and paid in full.
Except as otherwise required by law or by the provisions of this Note,
payments received by the Lender hereunder shall be applied first against
expenses and indemnities, next against interest accrued on this Note, and
next in reduction of the outstanding principal balance of this Note.
9.	Severability.  If any provision of this Note is, for any reason,
invalid or unenforceable, the remaining provisions of this Note will
nevertheless be valid and enforceable and will remain in full force and
effect.  Any provision of this Note that is held invalid or unenforceable by
a court of competent jurisdiction will be deemed modified to the extent
necessary to make it valid and enforceable and as so modified will remain
in full force and effect.
10.	Amendment and Waiver.  This Note may be amended, or any
provision of this Note may be waived, provided that any such amendment
or waiver will be binding on a party hereto only if such amendment or
waiver is set forth in a writing executed by the parties hereto.  The waiver
by any such party hereto of a breach of any provision of this Note shall
not operate or be construed as a waiver of any other breach.
11.	Successors.  Except as otherwise provided herein, this Note shall
bind and inure to the benefit of and be enforceable by the parties hereto
and their permitted successors and assigns.
12.	Assignment.  This Note shall not be directly or indirectly
assignable or delegable by the Company.  The Lender may assign this
Note as long as such assignment complies with the Securities Act of 1933,
as amended.
13.	No Strict Construction.  The language used in this Note will be
deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
party.
14.	Further Assurances.  Each party hereto will execute all
documents and take such other actions as the other party may reasonably
request in order to consummate the transactions provided for herein and to
accomplish the purposes of this Note.
15.	Notices, Consents, etc.  Any notices, consents, waivers or other
communications required or permitted to be given under the terms hereof
must be in writing and will be deemed to have been delivered:  (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) trading day
after deposit with a nationally recognized overnight delivery service, in
each case properly addressed to the party to receive the same.  The
addresses and facsimile numbers for such communications shall be:


If to Company:
EYI Industries, Inc.

3960 Howard Hughes Parkway - Suite
500

Las Vegas, Nevada 89109

Attention:	Jay Sargeant, President

Telephone:	(604) 502-5131

Facsimile:	(604) 502-5144


With a Copy to:
Kirkpatrick & Lockhart LLP

201 South Biscayne Boulevard - Suite
2000

Miami, FL  33131-2399

Attention:	Clayton E. Parker, Esq.

Telephone:	(305) 539-3300

Facsimile:	(305) 358-7095


If to the Lender:
Cornell Capital Partners, L.P.

101 Hudson Street, Suite 3700

Jersey City, NJ 07302

Attention:	Mark A. Angelo

Telephone:	(201) 985-8300

Facsimile: 	(201) 985-8744



or at such other address and/or facsimile number and/or to the attention of
such other person as the recipient party has specified by written notice
given to each other party three (3) trading days prior to the effectiveness
of such change.  Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile
machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (C) provided by a
nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.
16.	Remedies, Other Obligations, Breaches and Injunctive Relief.
The Lender's remedies provided in this Note shall be cumulative and in
addition to all other remedies available to the Lender under this Note, at
law or in equity (including a decree of specific performance and/or other
injunctive relief), no remedy of the Lender contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such
remedy and nothing herein shall limit the Lender's right to pursue actual
damages for any failure by the Company to comply with the terms of this
Note.  No remedy conferred under this Note upon the Lender is intended
to be exclusive of any other remedy available to the Lender, pursuant to
the terms of this Note or otherwise.  No single or partial exercise by the
Lender of any right, power or remedy hereunder shall preclude any other
or further exercise thereof.  The failure of the Lender to exercise any right
or remedy under this Note or otherwise, or delay in exercising such right
or remedy, shall not operate as a waiver thereof.  Every right and remedy
of the Lender under any document executed in connection with this
transaction may be exercised from time to time and as often as may be
deemed expedient by the Lender.  The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the
Lender and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or
threatened breach, the Lender shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, and specific
performance without the necessity of showing economic loss and without
any bond or other security being required.
17.	Governing Law; Jurisdiction. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New Jersey, without
giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New Jersey or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State
of New Jersey.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the Superior Court of the State of New Jersey sitting in
Hudson County, New Jersey and the United States Federal District Court
for the District of New Jersey sitting in Newark, New Jersey, for the
adjudication of any dispute hereunder or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.
18.	No Inconsistent Agreements.  None of the parties hereto will
hereafter enter into any agreement, which is inconsistent with the rights
granted to the parties in this Note.
19.	Third Parties.  Nothing herein expressed or implied is intended or
shall be construed to confer upon or give to any person or entity, other than
the parties to this Note and their respective permitted successor and assigns,
any rights or remedies under or by reason of this Note.
20.	Waiver of Jury Trial.  AS A MATERIAL INDUCEMENT
FOR THE LENDER TO LOAN TO THE COMPANY THE
MONIES HEREUNDER, THE COMPANY HEREBY WAIVES
ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT
AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.
21.	Entire Agreement.  This Note (including any recitals hereto) set
forth the entire understanding of the parties with respect to the subject
matter hereof, and shall not be modified or affected by any offer, proposal,
statement or representation, oral or written, made by or for any party in
connection with the negotiation of the terms hereof, and may be modified
only by instruments signed by all of the parties hereto.


[REMAINDER OF PAGE INTENTIONALY LEFT BLANK]



      IN WITNESS WHEREOF, this Promissory Note is executed by
the undersigned as of the date hereof.

CORNELL CAPITAL
PARTNERS, LP



By: Yorkville Advisors, LLC

Its: General Partner



By: /s/ Mark Angelo

Name:	Mark Angelo

Its:	Portfolio Manager





EYI INDUSTRIES, INC.



By: /s/ Jay Sargeant

Name:	Jay Sargeant

Title:	President







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