Exhibit
10.5


 


VITAL LIVING, INC.


 


Strategic Advisor
Agreement


 


 


This
Corporate Strategic Advisor Agreement (SAA) (“Agreement”) dated
October 14, 2003, (the “Effective Date”) is made by and between
Vital Living, Inc., a Nevada corporation, whose address is 5080 N. 40th
Street, #105, Phoenix, Arizona, 85018 (“Company” or “Vital Living”),
and (ii) Dr. Maynard Howe (“Consultant”), an individual whose address is
205 So. Helix, T-72, Solana Beach, California 92075


 


1.                                      INTRODUCTION


 


Vital Living has
established a Corporate Strategic Advisory Board,  (“CSAB”) to provide Vital Living the following services and
advice in connection with its strategy and plans for the development and
commercialization of its products and services (“Services”), including, but not
limited to:


 


Developing, manufacturing
and testing of nutraceutical formulations that are based on the best available
scientific research, shown to be safe and effective in appropriately designed
and controlled clinical trials, and proprietary to the Company ;


 


Assisting the Company in
the design and development of compliance and lifestyle programs intended to
enhance patient compliance with the Company’s nutraceuticals;


 


Advising the Company on
the needs of potential clients, partners, and other users, including practicing
physicians, academic researchers, other health professional, and patients, and
the design of products, services and offerings to address those needs, but not
helping to directly market to these individuals;


 


Working with other
thought leaders and health professionals to facilitate projects of mutual
benefit to the Company and said individuals: and,


 


Participating
in scientific exchange with thought leaders and other health professionals and
academic researchers regarding potential clinical benefits of Vital Living
products.


 


Consultant desires to be
a member of the CSAB and perform such Services, and Company desires to have
Consultant become a member of the CSAB and perform such Services.


 


2.                                      CONSULTING
SERVICES


 


(A)  Services.  Consultant agrees to serve as a member of
the CSAB and to endeavor to attend and participate in all CSAB meetings. Vital Living currently intends to convene one
(1) in-person meeting annually and approximately  (3) teleconference meetings of the CSAB per
year.


 


The Company retains
Consultant to provide the following consulting services (the “Consulting  Services.”) to the
Company:


 


(i)                                     Assist the Company in formulating, developing and
executing an ongoing strategic business strategy.


 

















 


(ii)                                  Assist the Company effecting the clinical
evaluation of its products.


 


(iii)                               Assist in developing a brand identity and
marketing strategy for Company products, including the identifying, developing
and assessing of distribution channels, including mainstream physicians, and
formulating a Company identity and message to be communicated to investors,
physicians, researchers, patients, and other constituencies.


 


(iv)                              Advise the Company with respect to high-level
legal and regulatory issues, including strategies for the protection of Company
intellectual property.


 


(v)                                 Facilitate introductions to leading physicians
and other prominent healthcare industry professionals, including the
recruiting of highly qualified individuals to serve as members of the
Scientific Advisory Board.


 


(vi)                              Assist in the design, development and
implementation of a lifestyle and compliance program.


 


(vii)                           Assist the Company in identifying and assessing
opportunities for capital formation.


 


(viii)                        Appear at
and participate in medical conferences, meetings, conference calls, or other
corporate promotional functions as mutually agreed upon by both parties.


 


(ix)                                Perform
such additional services as the Company and Consultant may agree upon.


 


(b)  In
performing the duties required under this Agreement, Consultant, at all times
shall exercise his professional independent judgment, based on his training,
experience and expertise.  Consultant
shall at all times comply with the ethical rules and opinions of the
professional organizations of which he is a member.  If any conflict arises between Consultant’s duties hereunder and
Consultant’s ethical or other contractual obligations, Consultant shall
immediately bring the matter to the attention of the chief executive officer,
president or chairman of the board of directors of the Company.


 


(c)  Consultant
shall devote such time as is reasonably required to perform the Consulting
Services as mutually agreed upon by both parties.


 


(d)  Consultant
shall provide the Consulting Services at such locations as may be necessary or
desirable to perform such Consulting Services effectively as mutually agreed
upon by both parties.


 


(e)  Consultant
and Company presently believe that effective performance will require
Consultant to visit the Company’s offices at least once per calendar year and
be available for telconferences three times per year during the Term.


 


3.                                      SERVICES
COMPENSATION AND EXPENSE REIMBURSEMENT


 


Compensation
and Expense Reimbursement. 
As sole compensation for the performance of the Services, Company will
compensate Consultant as follows.


 


(i)                                     The
Company will reimburse Consultant for reasonable out-of-pocket expenses
incurred in the performance of the Services, including Economy Class travel to
CSAB Meetings; provided, however, that (a) all such out-of pocket expenses over
an aggregate of $500 during any calendar


 

















 


month shall have been previously approved in writing by an officer of
the Company; and (b) all such out-of-pocket expenses are supported by
reasonable documentation;


 


(ii)                                  GRANT
OF OPTIONS.  The Company hereby
grants to Optionee, a Non-Qualified Option (“Options”)
to purchase all or any part of 20,000 Shares, upon and subject to the terms and
conditions of the Plan, which is incorporated in full herein by this reference,
and upon the other terms and conditions set forth herein at an exercise price
equal to the market price on the day of the closing of the transaction in which
the Company acquired all the stock of Doctors for Nutrition, Inc. but in no
event shall the option price be below $1.00 per share.  The Option is not intended to qualify as an
“incentive stock option” as that term is defined in Section 422 of the
Internal Revenue Code of 1986, as amended from time to time.


 


(iii)                               OPTION
PERIOD/VESTING.


 


(a)                                  Subject
to the provisions of Section 8, the Options granted to purchase the Vested
Shares can be excercised at any time prior to expiration of the five (5) year
period, subject to certain restricted periods of excercise as governed by the
securities law, and certain board actions that may prohibit the exercise during
certain periods of time.  .


 


(b)                                 As
long as Holder is engaged by the Corporation pursuant to this CSAB Agreement,
Shares of Common Stock underlying this Option shall become “Vested Shares” as
follows:, 1,850 shares of Common Stock shall become Vested Shares on
November 1, 2003, and an additional 1,650 shares of common stock will
become vested shares on the 1st day of every third month for the
term of this agreement.


 


4.                                      RELATIONSHIP
OF PARTIES


 


4.1                                 Independent Contractor.  Consultant is an independent contractor and
is not an agent or employee of, and has no authority to bind, Company.  Consultant will perform the Services under
the general direction of Company, but Consultant will determine the manner and
means by which the Services are accomplished. Consultant acknowledges that
Vital Living shall not have any obligation to follow the advice of Consultant
or the CSAB. Except as set forth in this Agreement, Consultant will not be
entitled to receive benefits from or to participate in any plans designed to
provide benefits for Company’s employees.


 


 


5.                                      Intentionally
Omitted


 


 


6.                                      CONFIDENTIAL
INFORMATION


 


Consultant acknowledges
that Consultant will acquire information and materials from Company and
knowledge about Company including, without limitation, knowledge about
business, marketing plans, pricing practices, products, formulation,
ingredients, dosages, services, inventions, prototypes, cell lines, formula,
processes, programming techniques, experimental work, customers, clients and
suppliers of Company and that all such knowledge, information and materials
acquired, and the Designs and Materials, are and will be the trade secrets and
confidential and proprietary information of Company


 

















 


(collectively “Confidential
Information”).  Confidential Information
will not include, however, any information which is or becomes part of the
public domain through no fault of Consultant or that Company regularly gives to
third parties without restriction on use or disclosure.  Consultant agrees to hold all such Confidential
Information in strict confidence, not to disclose it to others or use it in any
way, commercially or otherwise, except in performing the Services, and not to
allow any unauthorized person access to it, either before or after expiration
or termination of this Agreement. 
Consultant further agrees to take all action reasonably necessary and
satisfactory to protect the confidentiality of the Confidential Information.


 


7.                                      TERM
AND TERMINATION


 


This Agreement will commence on the Effective Date and
terminate three years thereafter. 
Either party may terminate this Agreement at any time, for any reason or
for no reason, upon thirty (30) days written notice.


 


8.                                      EFFECT
OF EXPIRATION OR TERMINATION   Upon
the expiration or termination of this Agreement for any reason, (a) each party
will be released from all obligations to the other arising after the date of
expiration or termination, except that expiration or termination of this
Agreement will not relieve either party of its obligations under Sections 3, 4,
5, 6, 8, 9 and 10, nor will expiration or termination relieve Consultant or
Company from any liability arising from any breach of this Agreement; and (b)
Consultant will promptly notify Company of all Confidential Information,
including but not limited to the Designs and Materials, in Consultant’s
possession and promptly deliver to Company, or destroy at Company’s request,
all such Confidential Information.


 


9.                                      WARRANTIES


 


Consultant represents and
warrants to the Company that (a) Consultant’s service on the CSAB does not
conflict with, result in the breach of any provisions of, or constitute a
default under any agreement or other obligation to which Consultant is a party,
and (b) Consultant’s principal place of employment has received full disclosure
as to the Consultant’s service on the CSAB and that such employer consents to
the Consultant’s participation.


 


10.                               GENERAL


 


10.1                           Publicity. 
Consultant shall not publicize or advertise in any manner that
Consultant is performing the Services hereunder, without the prior written
consent of Company.  Consultant hereby grants to Company the right to use
Consultant’s name, approved biography
and approved likenesses in connection with the Company’s business, including
advertising their products and services; and the Company may grant such rights
to others, but not for use as an endorsement of any other product or service.


 


10.2                           Assignment.  Consultant may not assign this Agreement or any of Consultant’s
rights or delegate Consultant’s duties under this Agreement either in whole or
in part, whether by operation of law or otherwise.  Any attempted assignment will be void and of no force and effect.


 


10.3                           Equitable Remedies.  Because the Services are personal and unique
and because Consultant will have access to Confidential Information of Company,
Company will have the right to enforce this Agreement and any of its provisions
by injunction, specific performance or other equitable relief without prejudice
to any other rights and remedies that Company may have for a breach of this
Agreement.


 

















 


10.4                           Attorneys’ Fees.  If any action is necessary to enforce the terms of this
Agreement, the substantially prevailing party will be entitled to reasonable
attorneys’ fees, costs and expenses in addition to any other relief to which
such prevailing party may be entitled.


 


10.5                           Governing Law; Severability.  This Agreement will be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflict of laws. 
If any provision of this Agreement is for any reason found to be
unenforceable, the remainder of this Agreement will continue in full force and
effect.


 


10.6                           Notices. 
Any notices under this Agreement will be sent by certified or registered
mail, return receipt requested, or a nationally recognized overnight courier to
the address set forth above or such other address as the party specifies in
writing.  Such notice will be effective
upon its mailing.


 


10.7                           Counterparts.  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same document.


 


10.8                           Complete Understanding; Modification.  This Agreement constitutes the complete and
exclusive understanding and agreement of the parties and supersedes all prior
understandings and agreements, whether written or oral, with respect to the
subject matter hereof.  Any waiver,
modification or amendment of any provision of this Agreement will be effective
only if in writing and signed by the parties hereto.


 


IN WITNESS WHEREOF, the parties have signed this
Agreement as of the Effective Date.


 


 


	
  VITAL
  LIVING, INC.

  	
  CONSULTANT

  
	
   

  	
   

  
	
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