Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.22






 CONSULTING AGREEMENT  

  (the “Agreement”) 

 This Agreement, dated for reference the 1st day of January
  2004, amends and restates the Consulting Agreement, dated November 5, 2002,
  by and between:

EYI Industries, Inc. 

  3960 Howard Hughes Parkway 

  Suite 500, 

  Las Vegas, NV 89109

  Tel: 702.296.8034          Fax:
  604-502-5144 

(“EYI”) 

 AND:

O’Neill Enterprises Inc. 

  141 – 6200 McKay Ave.

  Suite 424 

  Burnaby, B.C. V5H4M9

  Tel: 604.618.6272          Fax:
  604.521.0578 

(the “Consultant’). 


WHEREAS:


	A.	EYI is engaged in the sale and marketing of health and wellness
      products and requires assistance in the sale and marketing of EYI products
      and services: (the “Business”);
	 	 
	B.	Consultant is a company incorporated under the laws of the
      Province of British Columbia; the Consultant, as at the date of this Agreement,
      is in good standing under the laws of the Province of British Columbia;
      the directors/officers of the Consultant are Dori O’Neill – President
      and Celeste O’Neill – Secretary;
	 	 
	C.	The Principal of the Consultant is Dori O’Neill (the
      “Principal”) and the Consultant is controlled by the Principal;
	 	 
	D.	The Principal has the necessary experience to assist EYI
      and the Business.


 NOW THEREFORE the parties hereto agree as follows: 

	1.  	APPOINTMENT 
	1.1 	EYI hereby appoints Consultant to provide services on behalf of EYI and
      Consultant hereby accepts such appointment on the terms and conditions set
      out herein. 
	1.2 	Subject to the approval of the Board of Directors of EYI, the Principal
      whose services are being provided via the Consultant shall be the Executive
      Vice-President and Chief Operating Officer of EYI or such other title as
      the Consultant and EYI shall agree upon from time to time. 


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	2.
	TERM

	2.1 
	The term of this Agreement
        shall be for an initial period of five (5) years (“Initial Term”)
        commencing on January 1, 2004. This Agreement shall automatically renew
        on a year to year basis at the end of the Initial Term unless terminated
        in accordance with the provisions set out in paragraphs 2.2 and 2.3 herein.

	2.2
	This Agreement shall terminate,
        without further notice upon:

	 	a.

      
	The winding up or bankruptcy of Consultant
        or its Principal;

	 	b.
	The Consultant or its Principal being found
        guilty of fraud or other serious criminal offense or being declared mentally
        incompetent;

	 	c.
	The Agreement of the Consultant and EYI
        to so do;

	 	d.
	The Consultant being unable, for whatever
        reason, to continue to provide services to EYI;

	 	e.
	A change in control of Consultant without
        the prior written consent of EYI; and

	 	f.
	A material breach of the terms of this
        Agreement, including, without limiting the generality of the foregoing,
        a breach by Consultant of the provisions of Article 3.1.

	2.3 
	Notwithstanding the foregoing
        either party may terminate this Agreement, without reason, upon one (1)
        year’s written notice to the other. Provided however, termination
        of this Agreement shall not adversely affect payment of any monies due
        hereunder to Consultant unless termination was due to a material breach
        of this Agreement by Consultant or its Principal or due to their fraud
        or other serious criminal offense.

	 	 
	3.
	SERVICES

	3.1 
	The Consultant shall provide
        the following services and advice to EYI in addition to such other services
        as EYI shall reasonably request and Consultant agrees to provide, namely:

	 	a.
	Consultant will perform the duties and
        services usually expected of a person holding the office of Executive
        Vice-President in a Nevada corporation operating the Business herein described;

	 	b.
	Consultant will be responsible for the
        supervision of the Chief Financial Officer of EYI;

	 	c.
	Consultant will be responsible for the
        supervision of the senior Management team involved in the Business of
        Essentially Yours Industries, Inc., a subsidiary of EYI, including without
        limiting the generality of the foregoing the Chief Financial Officer,
        (“CFO”), the Vice-President of Marketing, and any other management
        personnel that the Board of Directors of EYI shall determine, from time
        to time, should be under the supervision of Consultant;

	 	d.
	Consultant will be responsible for contract
        negotiations on behalf of EYI and approving of expenditures by the management
        team of EYI;

	 	e.
	Consultant will also be involved in and
        assist in financing efforts for the Business and for EYI and deal with
        and liaison with bankers, financial consultants, accounting advisors and
        legal advisors and any other type of consultant that may be necessary
        and in the best interests of EYI and the Business;




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	 	f.	Consultant agrees to provide EYI with such further and other
      services and advice as EYI shall reasonably request and the Consultant agree
      to provide.
	3.2 	Consultant agrees to provide the services described
      in paragraph 3 and will provide such services as necessary for the orderly
      conduct of EYI’s business.
	 	 
	4.	REMUNERATION
	4.1 	In consideration of the efforts of Consultant
      to be provided herein EYI agrees to pay a salary to the Consultant in the
      sum of Twenty Thousand ($20,000.00) United States Dollars per month payable
      on the 15th and 30th of the month that services are
      provided.
	4.2 	Consultant is authorized to incur reasonable
      business expenses in conducting its activities on behalf of EYI. Consultant
      acknowledges that EYI may from time to time adopt policies and procedures
      specifying the nature and amount of expenses that will be considered reasonable,
      and the statements contained in such policies and procedures shall be considered
      conclusive as to such matters. EYI will reimburse Consultant for such actual,
      out of pocket, expenses upon the Consultant’s presentation and itemized
      account of such expenses in the form required by then properly adopted policies
      and procedures of EYI.
	 	 
	5.	RELATIONSHIP

	5.1 	Nothing contained herein will be construed to
      make the Consultant an employee of EYI. The Consultant will at all times
      act as an independent contractor. The Consultant will determine the method,
      details, and means of performing its services under this Agreement. The
      Consultant agrees to comply with all laws, ordinances, rules, and regulations,
      which are applicable to the performance of its services. The Consultant
      agrees to indemnify and hold EYI harmless from all claims, damages, and
      expenses resulting from the Consultant’s failure to comply and his
      performance hereunder. EYI may provide Consultant with authority to bind
      EYI to contracts and agreements and to make representations on behalf of
      EYI; in such case the authority will be set out herein or approved in writing
      by resolution of the Board of Directors of EYI.
	 	 
	6.	CONFIDENTIALITY
	6.1 	The Consultant acknowledges that EYI has certain
      rights in certain confidential, proprietary, trade secret or technical information
      including but not limited to:
	 	a.	Computer software, including, but not limited to, source
      and object codes, flowcharts, algorithms, record layouts, routines, report
      formats, data, compilers, assemblers, design concepts and related documentation,
      manuals, and other materials whether in human or machine readable form;
	 	b.	Discoveries, inventions, copyrights, concepts and ideas,
      whether patentable or not, and including, without limitation, the nature
      and result of research, development, manufacturing, marketing, planning
      and any other business activities
	 	c.	Product specifications, formulas, designs, manufacturing
      processes and methods, production machinery, quality assurance methods,
      binary compensation plans, accounting systems, know-how and any other proprietary
      information of any kind whatsoever;



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	 	d.
   	Database of independent business associates and/or possible
      users of EYI’s products;
	 	All of which shall hereinafter be referred
        to as “Subject Information”; and

       The Consultant further acknowledges that the Subject Information was
        developed or acquired by EYI at considerable expense, has independent
        economic value from not being known or readily ascertainable by others,
        and is the subject of efforts made by EYI to maintain in secrecy; and

       EYI wishes to maintain its rights to the Subject Information, and

       The Consultant agrees not to, directly or indirectly, in any way, reveal,
        report, publish, disclose, transfer or otherwise use any of the Subject
        Information for his own personal benefit or gain or in any way other than
        in the best interests of EYI.

	 	 
	7.	COVENANTS
	7.1	 The Consultant covenants to EYI as follows:
	 	a.	To carry out the services performed on behalf of EYI with
      due diligence and in the best interests of EYI;
	 	b.	To exercise all reasonable effort to provide the services
      to EYI on a timely basis and to perform the services in accordance with
      good business practice;
	 	c.	To comply with all lawful and reasonable directions and instructions
      of EYI;
	 	The Consultant acknowledges that the foregoing
      covenants are material provisions of this Agreement and if Consultant breaches
      these covenants whether by action or inaction that material harm will result
      to EYI and its Business. The Consultant also acknowledges that the harm
      that may result from a breach may not be fully compensated to EYI by payment
      of damages and that an injunction or similar remedy may be necessary to
      fully protect EYI and the Consultant agrees that EYI may obtain an injunction
      or other similar relief from a Court of competent jurisdiction and that
      if EYI seeks such a remedy that the Consultant will not oppose the application
      of EYI.
	 	 
	8.	NON-ASSIGNMENT
	8.1 	The Consultant shall not assign any of the rights
      or benefits granted herein.
	 	 
	9.	ARBITRATION
	9.1 	Save and except for actions for injunctive relief
      or similar, the Consultant and EYI shall make every effort to resolve amicably
      by direct, informal negotiation any disagreement or dispute arising between
      them under and in connection with this Agreement. If, after TEN (10) DAYS
      from the commencement of such informal negotiations, the Consultant and
      EYI have been unable to amicably resolve any dispute arising out of or in
      connection with this Agreement, except for actions for injunctive relief
      or similar, either Consultant or EYI may require that the dispute be referred
      to and finally resolved by Arbitration, under the rules of the American
      Arbitration Association (the "Rules"), which Rules are deemed to



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	 	 	be incorporated by reference into this Article. The tribunal
      shall consist of One (1) Arbitrator. The Consultant and EYI will endeavour
      within TEN (10) DAYS of the matter being referred to Arbitration to agree
      upon an Arbitrator, failing which the Arbitrator shall be appointed in accordance
      with the Rules. The place of Arbitration shall be Las Vegas, Nevada.

      The language of the Arbitration shall be English. The Consultant and EYI
      agree that the Arbitrator shall be requested to make his award within SIXTY
      (60) DAYS following the later of the conclusion of the Arbitration hearings
      or any exchange of final written submissions by the Consultant or EYI, and
      further agree that the word of the Arbitrator shall be final and binding.
	 	 	 
	10.	NOTICES
	10.1 	Any notice required or permitted to be given
      hereunder shall be in writing and shall be effectively given if:
	 	a.	Delivered personally;
	 	b.	Sent by prepaid courier service or mail; or
	 	c.	Sent by fax; addressed to the relevant party at the address/number
      shown for that party at the beginning of this Agreement.
	10.2 	Any notice so given shall be deemed conclusively
      to have been given and received when so personally delivered or, if sent
      by fax, on the first business day thereafter, or if sent by mail, on the
      third business day thereafter. Either Consultant or EYI may change any particulars
      of its address/number for notice by notice to the others in the manner above
      described.
	 	 
	11.	PRINCIPAL
	11.1 	Dori O’Neill acknowledges that he is the
      Principal of the Consultant, has reviewed this Agreement, and being content
      therewith covenants and agrees to cause the Consultant to comply and abide
      with all of the terms and conditions of this Agreement.
	11.2 	Dori O’Neill, the Principal of the Consultant,
      further agrees to provide his services under Section 3 on a full-time basis
      to EYI.
	 	 
	12.	GENERAL
	12.1 	Time shall be of the essence of this Agreement.
	12.2	Any changes or amendments or additions to this
      Agreement must be in writing and signed by both parties to be effective.
	12.3	This Agreement shall be construed in accordance
      with the laws of the State of Nevada and the Courts of said State sitting
      at Las Vegas, Nevada shall have, subject to the arbitration provisions contained
      herein and without regard to conflicts of law provisions, exclusive jurisdiction
      to hear all actions arising out of or in respect of this Agreement.
	12.4	Failure on the part of a party to complain of
      any act or failure to act of the other party or to declare the other party
      in default, irrespective of how long such failure continues, shall not constitute
      a waiver by such party of any rights hereunder. 
	12.5	This is a complete and exclusive statement of
      the Agreement between the parties, which supersedes and merges all prior
      proposals, understandings and all other



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	 	agreements, oral or written, between the parties relating to this Agreement.
      This Agreement may not be modified or altered except by a written instrument
      duly executed by both parties. 
	12.6	The provisions of this Agreement are severable and if any term is alleged
      or invalid for any reason whatsoever such allegations or invalidity shall
      not affect the validity of the remainder of this Agreement. 
	12.7 	This Agreement shall inure to the benefits of and be binding upon the
      parties hereto and their respective successors and assigns, as permitted
      herein. 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
  as of the date first above written. 

  

	 EYI Industries Inc. 	 	O’Neill Enterprises Inc.
	 	 	 	 	 
	Per:	/s/ Jay Sargeant	 	Per:	/s/ Dori O’Neill
	 	 	 	 	 
	Name: 	Jay Sargeant	 	Name:	Dori James O’Neill
	 	 	 	 	 
	Title: 	President/CEO	 	Title:	President



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