Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.23






 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:

Flaming Gorge, Inc. 

  80 South Main Street 

  Aberdeen, ID 83210 

  Tel: 310.478.2274          Fax:
  310.268.1128 

(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
      State of Idaho; the Consultant, as at the date of this Agreement, is in
      good standing under the laws of the State of Idaho; Jay Sargeant is the
      President of the Consultant;
	C.	The Principal of the Consultant is Jay Sargeant (the “Principal”);
      and
	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 President of EYI and such other title as the Consultant and EYI shall
      agree upon from time to time.
	 	 
	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:



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	 	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 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 President in a Nevada corporation;
	 	b.	Consultant will also supervise the officers and senior management
      of Essentially Yours Industries, Inc., a subsidiary of EYI; the COO and
      CFO of Essentially Yours Industries, Inc. will report to the Consultant;
	 	c.	Consultant will provide advice, experience and supervise
      sales and marketing activities;
	 	d.	Consultant will be responsible for raising financing and
      capital for the operations of EYI;
	 	e.	Consultant will have signing authority for legal and financial
      matters of EYI;
	 	f.	Consultant will provide and perform functions and duties
      of a CEO for EYI;
	 	g.	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.
	 	 
	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



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	 	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;
	 	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;



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	 	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 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.
	9.2 	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 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



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	 	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 	Jay Sargeant 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 	Jay Sargeant, 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 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.	 	 	Flaming Gorge, Inc.	 
	 	 	 	 	 	 
	Per:	/s/ Dori O’Neill	 	Per:	/s/ Jay Sargeant	 
	 	 	 	 	 	 
	Name:	 	 	Name:	 	 
	 	 	 	 	 	 
	Title:	  	 	Title:	 	 


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