Filed by Automated Filing Services Inc. (604) 609-0244 - EYI Industries, Inc. - Exhibit 10.1





 JOINT VENTURE AGREEMENT



 AGREEMENT BY AND AMONG "EYI INDUSTRIES, INC.", A CORPORATE
  BODY, HEREINAFTER REFERRED TO AS "EYI", WORLD WIDE BUYERS' CLUB INC., A CORPORATE
  BODY, HEREINAFTER REFERRED TO AS "WWBC" AND "SUPRA GROUP, INC.", A CORPORATE
  BODY, HEREINAFTER REFERRED TO AS "SG", UNDER THE FOLLOWING RECITALS AND ARTICLES:
  

 RECITALS



 The background facts upon which this Agreement is based are as follows:

	 A.      	 EYI markets products through various marketing
        distribution channels, including multi level marketing schemes whereby
        members of the marketing schemes are paid commission with respect to the
        sale of products and with respect to bringing other persons in to the
        marketing systems; 

	 
	 B.      	 EYI has sophisticated information and
        marketing systems, legal and commercial knowledge, and technological resources,
        all of which SG would like to obtain the benefit of; 

	 
	 C.      	 SG is a marketing company which sells
        products throughout various Latin American countries; 

	 
	 D.      	 SG has numerous business relationships
        and contacts throughout Latin America and has specific legal and commercial
        knowledge relating to doing business in Latin America, which EYI would
        like to obtain the benefit of; 

	 
	 E.      	 EYI and SG have agreed that they will
        work together and use 

	 
	 	 (i)      
	 The general marketing knowledge and the USA distribution
        channels of EYI; and 

	 
	 	 (ii)      
	 the international marketing knowledge and distribution
        channels of SG in the Hispanic community in the USA and generally in the
        Latin American Countries, 

	 
	 	 to enhance the business prospects of both
        of them as hereinafter provided; 

	 
	 F.      	 WWBC has been incorporated by EYI but
        shall be owned 51/49 by EYI and SG, respectively, and shall be managed
        as hereinafter provided; 

	 
	 G.      	 WWBC intends to carry on a product marketing
        business under the name "The Hispanic Buyers' Club" and the businesses
        of WWBC are expected to include the following activities: 

	 
	 	 (i)      
	 persons who subscribe as members to the club will
        be able to buy goods at discounted prices; 








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	   	 (ii)      	 persons who are not club members may buy goods from
        WWBC at retail prices; and 

	 
	 	 (iii)      	 WWBC may be used as a vehicle to carry out other
        common marketing activities as agreed from time to time; 

	 


	 H.      	 A large part of the initial profits relating
        to the business of WWBC will be the sale of HBC Memberships, and each
        of EYI and SG have agreed to participate in the sale of such memberships
        in the matter set out in this Agreement; 

	 
	 I.      	 EYI and SG have also agreed that they
        will work together to determine ways to possibly earn additional profits
        through their joint ownership of WWBC in one or more of the following
        ways: 

	 
	 	 (i)      
	 SG will sell SG Products to WWBC so that WWBC can
        resell them to the Hispanic community in the USA, and eventually to the
        Latin American Countries, all through the Hispanic Buyers' Club; 

	 
	 	
      (ii)      
	 SG will act as an agent for WWBC with respect to
        the purchase of SG Sourced Products so that WWBC can resell them to the
        Hispanic community in the USA, and eventually to the Latin American Countries,
        all through the Hispanic Buyers' Club; 

	 
	 	 (iii)      
	 EYI will sell EYI Products to WWBC so that WWBC
        can resell them to the Hispanic community in the USA, and eventually to
        the Latin American Countries, all through the Hispanic Buyers' Club; and
      

	 
	 	 (iv)     
      
	 EYI will act as the agent for WWBC with respect
        to the sale of EYI Sourced Products to the Hispanic community in the USA,
        and eventually to the Latin American Countries, all through the marketing
        services of WWBC and the Hispanic Buyers' Club; 

	 
	 J.      	 In addition to combining their resources
        to earn profits through WWBC: 

	 
	 	 (i)     
      
	 SG may sell its existing products through the existing
        EYI distribution system; and 

	 
	 	 (ii)      
	 EYI may sell its existing products through the existing
        SG distribution system, 

	 
	 	 all on the terms hereinafter set out.
      



 HAVING REGARD TO THE FOREGOING FACTS, the contracting
  parties express their full consent and agree to assume the rights and obligations
  derived from the execution of this contract, and thus they agree to be subject
  to the following: 






 3

	 1.      	 INTERPRETATION. 

	 
	 1.1      	 In this Agreement the following words
        and phrases shall have the following meanings: 

	 
	 	 (a)     
      
	 "Distribution Channel" means the various ways that
        products may be sold to customers, whether directly or indirectly through
        an intermediary, and includes sales through retail stores, multi-level
        associates, direct marketing, internet sales or other form of electronic
        commerce; 

	 
	 	 (b)      
	 "EYI Products" means any item or good that is provided
        or distributed by EYI and in respect of which they own the trademark under
        which such items or goods are sold; 

	 
	 	 (c)      
	 "EYI Sourced Products" means any item or good that
        is not an EYI Product but is sourced or distributed by EYI; 

	 
	 	 (d)      
	 "HBC Memberships" means the Hispanic Buyers' Club
        memberships, as described in recital G above; 

	 
	 	 (e)      
	 "Hispanic Buyers' Club" means the relationship to
        be developed by WWBC with its customers whereby the customers of WWBC
        (anticipated to be Spanish speaking) will pay an annual fee to WWBC to
        enable them to buy goods from WWBC at discounted prices, provided that
        other customers who do not pay an annual fee will be able to buy products
        at retail prices, all pursuant to a marketing plan developed for WWBC
        by EYI; 

	 
	 	 (f)      
	 "Latin American Countries" means Argentina, Bolivia,
        Brazil, Chile, Columbia, Ecuador, Paraguay, Peru, Suriname, Uruguay, Venezuela,
        Belize, Costa Rica, El Salvador, Guatemala, Honduras, Mexico, Nicaragua,
        Panama, Spain and Portugal; 

	 
	 	 (g)      
	 "SG Products" means any item or good that is provided
        or distributed by SG and in respect of which they own the trademark under
        which such items or goods are sold; 

	 
	 	 (h)      
	 "SG Sourced Products" means any item or good that
        is not an SG Product but is sourced or distributed by SG pursuant to paragraph
        6.2; 

	 
	 	 (i)      
	 "USA" means the Unites States of America, and shall
        include Puerto Rico. 

	 
	 1.2      	 Any other term defined in this Agreement
        shall throughout this Agreement have the meaning so defined. 








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	 2.     
      
	 EXCLUSIVITY AND INTENT TO BE BOUND
      

	 
	 2.1      
	 Throughout the term of this Agreement
        (as hereafter defined), EYI covenants and agrees with SG that it will
        not directly or indirectly: 

	 
	 	 (a)      
	 participate in the marketing of any products
        to residents of the Latin American Countries using any marketing system
        similar to: 

	 
	 	 	 (i)      
	 the existing multi-level marketing scheme utilized
        by EYI; or 

	 
	 	 	 (ii)      
	 the marketing scheme proposed to be utilized by
        WWBC herein described as the Hispanic Buyers' Club, 

	 
	 	 	 other than through WWBC; or 

	 
	 	 (b)      
	 target the sale of EYI Products or EYI
        Sourced Products to residents of the USA who are Spanish speaking (and
        in particular any marketing activities in the USA conducted in the Spanish
        language shall be deemed to be targeted at such persons), other than through
        WWBC. 

	 
	 	 The parties agree that incidental sales
        to residents of the USA who are Spanish speaking pursuant to existing
        distribution channels utilized by EYI are not intended to be prohibited
        by clause (b) above. 

	 
	 2.2      
	 Throughout the term of this Agreement
        (as hereafter defined), each of SG and Daniel Matos (on behalf of himself
        and on behalf of his closest business associates) each jointly and severally
        covenant and agree with EYI that they will not directly or indirectly:
      

	 
	 	 (a)      
	 participate in the marketing of any products
        to residents of the Latin American Countries using any marketing scheme
        similar to: 

	 
	 	 	 (i)      
	 the existing marketing scheme utilized by EYI; or
      

	 
	 	 	 (ii)      
	 the marketing scheme proposed to be utilized by
        WWBC herein described as the Hispanic Buyers' Club, 

	 
	 	 	 other than through WWBC, 

	 
	 	 (b)     
      
	 target the sale of SG Products or SG Sourced
        Products to residents of the USA who are Spanish speaking (and in particular
        any marketing activities in the USA conducted in the Spanish language
        shall be deemed to be targeted at such persons), other than through WWBC.
      

	 
	 2.3     
      
	 In addition to the restrictions set out
        above, in any situation where SG wishes to market any SG Products or SG
        Sourced Products in the USA pursuant to any Distribution Channels then
        it shall: 








 5

	 	 (a)      	 first, grant to WWBC a right of first refusal to
        market the products, on terms acceptable to both parties and WWBC shall
        act reasonably in determining what constitutes "acceptable terms"; and
      

	 
	 	 (b)      	 second, if WWBC does not wish to participate in
        the marketing of such products, then SG shall grant a similar right of
        first refusal to EYI. 

	 	 


	 	In either case the parties shall act reasonably to
        negotiate the terms of the involvement of either WWBC or EYI, as applicable,
        provided that if an acceptable agreement cannot be worked out within 30
        days then SG shall be free to market the SG Products or the SG Sourced
        Products through the proposed Distribution Channels in the USA, provided
        further that SG shall not grant to any third party any distribution rights
        within the USA on terms more favourable than those terms granted to WWBC
        or EYI, as applicable. 





	 2.4      	 In addition to the restrictions set out
        above, in any situation where EYI wishes to market any EYI Products or
        EYI Sourced Products to any residents of the Latin American Countries
        pursuant to any Distribution Channels then it shall: 

	 
	 	 (a)      
	 first, grant to WWBC a right of first refusal to
        market the products, on terms acceptable to both parties; and 

	 
	 	 (b)     
      
	 second, if WWBC does not wish to participate in
        the marketing of such products, then EYI shall grant a similar right of
        first refusal to SG. 

	 
	 	 In either case the parties shall act reasonably
        to negotiate the terms of the involvement of either WWBC or EYI, as applicable,
        provided that if an acceptable agreement cannot be worked out within 30
        days then EYI shall be free to market the EYI Products or the EYI Sourced
        Products through the proposed Distribution Channels in the Latin American
        Countries, provided further that EYI shall not grant to any third party
        any distribution rights within the Latin American Countries on terms more
        favourable than those granted to WWBC or to SG, as applicable. 

	 
	 2.5      	 Neither SG nor EYI will approach other
        companies, clients, entities, or consultants whose activities may compete
        with the purpose of this Agreement. However, for greater certainty, if
        not in violation of sections 2.1 or 2.2 (as applicable) and having satisfied
        the obligations in sections 2.3 or 2.4 (as applicable), either SG or EYI
        may enter into an independent negotiation or agreement in circumstances
        where the activities might compete with the purpose of this Agreement
        if the other party cannot reasonably cover or distribute the products
        of interest over the specified Distribution Channels. Any such approaches
        to other companies, clients, entities or consultants shall be disclosed
        in a written manner to the other party.

	 


	 2.6      	 EYI's Executive Vice-President and Chief Operations
        Officer, Dori O'Neill or any other person appointed to that position or
        similar responsibility, will work as the liaison between EYI and SG for
        the set up of the systems necessary to begin operations and or professional
        management from an operations stand point to achieve the purpose of this
        Agreement, however in case of death or partial or 








 6

	 	total disability of this person, EYI and SG will
        name a successor that may continue with such assignment. 

	 	 
	 2.7      	 EYI and SG will schedule monthly reports and continuous
        communications to explore ways to achieve marketing objectives. Both parties
        will define the mechanisms and formats to do so. 

	 
	 3.      	 RELATIONSHIP AMONG THE PARTIES 

	 
	 3.1      	 Except as specifically set out herein, no party
        will be the agent of any other party and no party will have the authority
        or power to bind any other party in any manner whatsoever. The relationship
        among the parties is that of independent contractors, and notwithstanding
        that some of the compensation payable by WWBC may be based on a portion
        of its revenues or profits the parties expressly declare that they are
        not partners and they do not intend to create a partnership. 



	 
	 3.2      	 All parties agree that the personnel and professionals
        employed or engaged by any of them in order to perform the marketing and
        distribution activities contemplated herein shall be employed or engaged
        only and exclusively by the party actually employing or engaging them.
        For greater certainty it is expressly understood that there is not any
        labor or professional relationship between EYI and SG personnel or professionals
        or vice versa, who are directly hired by each of them. In accordance with
        this provision, each party shall be responsible for the personnel and
        professionals hired by them, whether in respect of labor, tax, administrative,
        civil or social security claims or liabilities, or any other claim or
        liability of any other nature whatsoever. Each of EYI and SG hereby declares
        that it has sufficient economic and financial resources to discharge and
        satisfy such obligations and liabilities. In case that any of the parties
        are notified about any action of labor, tax, administrative, civil, social
        security or any other nature filed against the other party by any member
        of its personnel or by the professionals hired by them, the party shall
        provide immediate notice to the other, and each party agrees to indemnify
        the other of them from and against liability that may be imposed to such
        party either by a judiciary order or out of court settlement. 

	 
	 3.3      	 EYI shall indemnify and hold harmless SG from and
        against any and all claims, demands, losses, damages, costs, liabilities
        and expenses of whatever kind or character to which SG might incur or
        be put to, on account of any actual or alleged loss, injury or damage
        to any person, firm or corporation or to any property, arising out of
        or in connection with the negligent activities of EYI. 

	 
	 3.4      	 SG shall indemnify and hold harmless EYI from and
        against any and all claims, demands, losses, damages, costs, liabilities
        and expenses of whatever kind or character to which EYI might incur or
        be put to, on account of any actual or alleged loss, injury or damage
        to any person, firm or corporation or to any property, arising out of
        or in connection with the negligent activities of SG. 








 7

	 3.5     
      
	 EYI and SG jointly agree that neither
        will engage in activities which will harm the reputation of the other.
        Both parties agree to indemnify and hold, harmless the other of them from
        and against any such harm. 

	 
	 3.6      
	 Each party shall be responsible for payment
        of all local, state and federal taxes in regard to any benefits received
        by it pursuant to the terms of this Agreement, and each party hereby indemnifies
        and save harmless the other parties from all claims in this regard. 

	 
	 4.      
	 TERM AND TERMINATION 

	 
	 4.1      
	 The term of this Agreement shall be ten
        years, commencing on May 6, 2004 and continuing until May 5, 2014 (the
        "Term"). 

	 
	 4.2      
	 This Agreement may only be renewed by
        written agreement among the parties. 

	 
	 4.3      
	 This Agreement shall only terminate before
        the expiry of the Term upon: 

	 
	 	 (a)      
	 the winding up or bankruptcy of any of the parties;
      

	 
	 	 (b)      
	 any material breach of the parties under the Agreement
        and where such breach continues for a period of Thirty (30) days after
        written notice from the non-defaulting / non-breaching party, with the
        exception of the case when the breaching or the defaulting party may prove
        that there is no breach or default if reasonable efforts have been conducted
        to comply with this agreement ("Fair Cause"); in order to terminate the
        Agreement under this condition it is important that the non-breaching
        or non-defaulting party keeps proof of written communications and notices
        and showing reasonable efforts and suggestions to correct the breaching
        or default generated by the other party. 

	 
	 	 (c)      
	 the agreement of both parties to do so in writing.
      

	 
	 4.4      
	 Notwithstanding the foregoing, the bankruptcy
        or winding up of WWBC or any material default of WWBC resulting from its
        financial circumstances will not affect the applicable exclusivity covenants
        of EYI and SG set out in section 2, which shall in any event continue
        throughout the Term. 

	 
	 4.5      
	 In the case of termination pursuant to
        clause 4.3(b) above, a court order confirming termination must first be
        obtained. 

	 
	 4.6      
	 In the event of an alleged breach by one
        party, the other parties may provide any recommendations to the party
        in alleged breach to remedy the alleged breach or minimize the damage.
      








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	 5.      
	 OWNERSHIP AND CONTROL OF WWBC
      

	 
	 5.1      
	 EYI shall cause all issued and outstanding
        shares of WWBC to be issued as follows: 

	 
	 	 (a)     
      
	 EYI – 51%; 
	 
	 	 (b)      
	 SG – 49% 
	 
	 5.2      
	 Although EYI shall have the right to appoint
        a majority of the directors of WWBC, EYI agrees that at all times one
        or more nominees of SG shall be appointed as directors of WWBC. 

	 
	 5.3      
	 No director of WWBC shall be liable to
        either SG or EYI by reason of having a direct or indirect interest in
        EYI or SG or by reason of being directors or officers of SG or EYI. 

	 
	 5.4      
	 On an annual basis all profits of WWBC
        not required for working capital purposes will be paid out as dividends
        to the shareholders, on the 51:49 basis in accordance with their shareholdings.
      

	 
	 6.      
	 BUSINESS OF WWBC 

	 
	 6.1      
	 The business of WWBC shall be as described
        in the recitals to this Agreement. 

	 
	 6.2      
	 EYI shall actively promote the sale of
        the HBC Memberships on behalf of WWBC. EYI shall use its "Essentially
        Yours" distribution network to sell HBC Memberships. 

	 
	 6.3      
	 SG shall actively promote the sale of
        HBC Memberships, and it shall have the right to do so either directly
        or indirectly through affiliated companies Group. 

	 
	 6.4      
	 WWBC shall pay: 

	 
	 	 (a)      
	 to SG or to its assigns a commission of up to 50%
        of all membership fees received by WWBC upon the sale of HBC memberships
        by SG or by its affiliates 

	 
	 	 (b)      
	 to EYI or to its assigns a commission of up to 50%
        of all membership fees received by WWBC upon the sale of HBC memberships
        by EYI or by its affiliates or associates. 

	 
	 	 For greater certainty commissions shall
        not be paid on annual membership renewals. 








 9

	 6.5      
	 The parties agree that WWBC will acquire
        products for resale from the following sources: 

	 
	 	 (a)      
	 SG Products will be acquired from SG at prices agreed between WWBC and
      SG from time to time, provided that such prices will not exceed the prices
      charged by SG to its high volume distributors; 
	 
	 	 (b)     
      
	 EYI Products will be acquired from EYI at prices agreed between WWBC
      and EYI from time to time, provided that such prices will not exceed the
      prices charged by EYI to its high volume distributors; 
	 
	 	 (c)      
	 SG Sourced Products will be acquired from such manufacturers as may be
      identified by SG from time to time in its capacity as agent for WWBC; 
	 
	 	 (d)      
	 EYI Sourced Products will be acquired from such manufacturers as may
      be identified by EYI from time to time in its capacity as agent for WWBC;
    
	 
	 	 All products to be acquired by WWBC for
        resale will be priced FOB the Halo facility in Kentucky. 

	 
	 	 It is understood that currently the SG
        Products and the EYI Products are related with the health and beauty care
        industry; however this scope of products to be sold by WWBC can be broadened
        upon the agreement of both parties. Each of EYI and SG will be responsible
        for identifying prospective manufacturers of products to be sold by WWBC.
        Neither SG nor EYI nor any person related to either of them will obtain
        any secret commissions or profits or other benefits by reason of acting
        as agent for WWBC in relation to the purchase of SG Sourced Products or
        EYI Sourced Products. 

	 
	 6.6      
	 SG will have the right to sell SG Products
        through WWBC, subject to the approval of WWBC, which may not be unreasonably
        withheld. It will not be unreasonable for WWBC to refuse to market any
        SG Product if it reasonably believes that such marking will not be profitable
        or if it involves products of insufficient quality or if the SG Products
        do not comply with any applicable law. For greater certainty, if WWBC
        refuses to market the SG Product then the provisions of article 2 will
        be applicable. 

	 
	 6.7      
	 EYI will have the right to sell EYI Products
        through WWBC, subject to the approval of WWBC, which may not be unreasonably
        withheld. It will not be unreasonable for WWBC to refuse to market any
        EYI Product if it reasonably believes that such marking will not be profitable
        or if it involves products of insufficient quality or if the EYI Products
        do not comply with any applicable law. For greater certainty, if WWBC
        refuses to market the EYI Product then the provisions of article 2 will
        be applicable. 

	 
	 6.8      
	 WWBC shall pay for all EYI Products, SG
        Products, EYI Sourced Products and SG Sourced Products at the later of
        30 days from receipt of products, or 30 days from receipt of invoices
        in respect thereof, or on such other terms as may be agreed between WWBC
        and the applicable vendor. 








 10

	 6.9      	 SG will endeavor, for no additional consideration,
        to introduce one or more persons who shall subscribe for shares in the
        capital of EYI. EYI agrees that it shall make the net proceed of such
        financing, after paying all costs associated therewith, as a loan to WWBC
        to enable it to establish its business and purchase the required inventory
        from EYI, SG or from the manufacturers or other suppliers of the EYI Sourced
        Products or the SG Sourced Products. 

	 
	 7.      	 INFRASTRUCTURE OFWWBC AND SERVICES
        PROVIDED BY SG AND EYI 

	 
	 7.1      	 The business of WWBC will initially be
        operated out of the premises of EYI, free of rent, provided that: 

	 
	 	 (a)     
      
	 if a dedicated area is made available in respect
        of the business and affairs of WWBC, then the applicable portion of rent
        shall be charged, without markup, by EYI to WWBC; and 

	 
	 	 (b)      
	 in due course the directors of WWBC may elect to
        secure separate premises, whether in the USA or elsewhere, in which case
        WWBC will be solely responsible for all rent charges. 

	 
	 	 If WWBC uses any of the premises of
        SG with respect to the conduct of its business in the Latin American Countries
        then the foregoing provisions will also apply to the use of such SG premises
        by WWBC. 

	 
	 7.2      	 EYI will track all product purchases for
        WWBC. EYI will also provide its Pick n' Pack operational system to WWBC
        at a fee to be mutually agreed by both parties, and failing agreement
        to be determined by arbitration. 

	 
	 7.3      	 EYI will provide any operational or logistic
        systems, legal and commercial knowledge, marketing requirements and technological
        resources required by WWBC. In particular, EYI will be responsible for
        providing the accounting systems required by WWBC in the conduct of its
        business. 

	 
	 7.4      	 EYI and SG shall provide customer services
        to WWBC as follows: 

	 
	 	 (a)      
	 with respect to assistance required by HBC in respect
        of persons who have acquired SG Products or SG Sourced Products, SG will
        provide such customer services on behalf of WWBC; and 

	 
	 	 (b)      
	 with respect to assistance required by EYI in respect
        of persons who have acquired EYI Products or EYI Sourced Products, EYI
        will provide such customer services on behalf of WWBC, 

	 
	 	 in either case WWBC will pay an amount
        equal to "cost plus 5%", to be agreed by the parties and failing agreement
        to be determined by arbitration. 








 11

	 7.5      	 EYI will work with SG and WWBC to make
        the necessary changes to the current SG Products which will be sold by
        WWBC so that such products comply with all labeling, licensing, importation,
        registering and other procedural and packaging requirements within the
        USA, and in consideration therefore WWBC will pay to EYI the direct cost
        of employee time which was dedicated to such activities. 

	 
	 7.6      	 SG will work with EYI and WWBC to make
        the necessary changes to the current EYI Products which will be sold by
        WWBC in any of the Latin American countries so that such products comply
        with all labeling, licensing, importation, registering and other procedural
        and packaging requirements within such countries, and in consideration
        therefore WWBC will pay to SG the direct cost of employee time which was
        dedicated to such activities. 

	 
	 7.7      	 SG will maintain the quality control of
        all SG Products and all SG Sourced Products acquired by WWBC, and EYI
        will maintain the quality control of all EYI Products and all EYI Sourced
        Products acquired by WWBC. 

	 
	 7.8      	 The shipping infrastructure utilized by
        WWBC within the continental USA will go to Halo Distribution LLC. ("Halo"),
        which is affiliated with EYI, provided that if SG establishes that the
        rates of Halo are materially in excess of other carriers supplying similar
        services and if the profits of WWBC are diminished for that reason then
        SG may require competitive bidding, provided further that Halo shall have
        the right to match any lower bid. 

	 
	 7.9      	 To the extent that the directors of WWBC
        and/or the directors, officers or senior employees of either EYI or SG
        provide any of the following basic management services to WWBC, then each
        of EYI and SG shall pay the cost of their own directors, officers, senior
        employees or nominee directors of WWBC, and except as expressly stated
        herein WWBC shall not pay for any such basic management services: 

	 
	 	 (a)     
      
	 product evaluation, planning and analysis; 

	 
	 	 (b)      
	 directing and focusing organizational, financial,
        logistic and marketing efforts and activities; 

	 
	 	 (c)      
	 defining resources to be applied to successfully
        implement distribution channels, and the general marketing of products
        and services; 

	 
	 	 (d)      
	 controlling and accounting for all sales, costs
        and benefits; 

	 
	 	 (e)      
	 auditing internal procedures and policies that may
        affect directly or indirectly the benefits received by any of the parties.
      

	 
	 7.10      	 The parties anticipate that over time
        WWBC will engage its own employees, in which case it shall directly pay
        all wages and benefits attributable to such employees. For greater certainty,
        WWBC shall pay the cost of any employee, who is engaged by WWBC on a full
        time basis (whether or not a former employee or director of officer of
        EYI or SG and whether or not they provided the basic management services
        described in paragraph 7.9). 








 12

	 7.11      	 Subject to any other express terms of
        this Agreement setting out specific pricing terms, as a general rule WWBC
        shall reimburse to each of EYI and SG the following amounts as applicable:
      

	 
	 	 (a)     
      
	 the direct cost of employees, and to
        the extent that employees work for both WWBC and either EYI or SG then
        WWBC shall pay the pro-rated portion of any employee based on an allocation
        of such employee's time between the business and affairs of WWBC and the
        business and affairs of EYI or SG, as applicable; 

	 
	 	 (b)      
	 any out of pocket costs incurred in connection with
        supplying goods or services to WWBC; 

	 
	 8.      	 OTHER SG/EYI MARKETING RIGHTS NOT
        INVOLVING WWBC 

	 
	 8.1      	 The parties shall negotiate in good faith
        to finalize the terms pursuant to which EYI shall use its existing distribution
        network to sell SG Products to the customers of EYI or through the market
        channels presently utilized by EYI. 

	 
	 8.2      	 EYI will work with SG to make the necessary
        changes to the current SG Products which may be sold by EYI, so that such
        products comply with all labeling, licensing, importation, registering
        and other procedural and packaging requirements within the USA, and in
        consideration therefore SG will pay to EYI the direct cost of employee
        time which is dedicated to such activities. 

	 
	 8.3      	 SG will reserve and hold the right to
        market the EYI product line in the Latin American Countries through any
        Distribution Channel it desires, including but not limited to: wholesale,
        retail, door to door, internet, response TV/radio and the military corps,
        subject to the provisions of paragraph 2.4. 

	 
	 8.4      	 SG will develop a marketing plan and time
        schedule to market EYI's products into the Latin American Countries. Both
        parties will determine the feasibility of marketing products, whether
        through f WWBC or otherwise,, giving priority to the most profitable and
        strategically convenient markets and products that will bring the higher
        benefits to both parties. Under a case by case basis, both parties will
        analyze and evaluate the benefits, costs, relations, facilities and easiness
        of realization involved to incorporate products and services into markets
        or distribution channels. 

	 
	 8.5      	 SG will work with EYI to make the necessary
        changes to the current EYI Products which may be sold by SG, so that such
        products comply with all labeling, licensing, importation, registering
        and other procedural and packaging requirements within the Latin American
        Countries, and in consideration therefore EYI will pay to SG the direct
        cost of employee time which is dedicated to such activities. 








 13

	 8.6      	 Should SG request EYI to provide its e-commerce
        and operational systems and knowledge to enable SG to sell EYI Products
        in the Latin American Countries it will be with the understanding that
        SG will only pay for any additional customization that may be required
        to make the system work within any particular jurisdiction in which SG
        markets products. 

	 
	 8.7      	 Unless otherwise agreed to by EYI, SG
        agrees that any EYI Products sold to it for distribution into the Latin
        American Countries will not be sold or distributed into any other countries.
      

	 
	 8.8      	 Both parties agree that all EYI Product
        that will be resold by SG, or and all SG Products that will be resold
        by EYI will require a written purchase order, approved and confirmed by
        both parties, on which they will establish the terms and conditions: quantity
        and description of products, product size or presentation, payment terms,
        delivery point, required date, special pre-payment and returning policies.
      

	 
	 8.9      	 SG agrees that the shipping infrastructure
        utilized by SG in respect of any other of its marketing activities within
        the continental USA will go to Halo Distribution LLC. ("Halo"), which
        is affiliated with EYI, provided that if SG establishes that the rates
        of Halo are materially in excess of other carriers supplying similar services
        then SG may require competitive bidding, provided further that Halo shall
        have the right to match any lower bid. 

	 
	 9.      	 REPRESENTATIONS AND WARRANTIES OF
        EACH PARTY 

	 
	 9.1      	 EYI represents and warrants to SG and
        WWBC as follows: 

	 
	 	 (a)      
	 that it is a corporation duly incorporated and existing
        in accordance with the laws of the State of Nevada, in the United States
        of America; 

	 
	 	 (b)      
	 that either Jay Sargeant or Dori O'Neill are empowered
        with sufficient capabilities to represent it in this Agreement and to
        bind it under the terms of this Agreement, which powers have not been
        revoked or limited in any way; 

	 
	 	 (c)      
	 that EYI has the exclusive right to market and distribute
        health products under the "EYI" brand; 

	 
	 	 (d)      
	 that WWBC is a corporation duly incorporated and
        existing in accordance with the laws of the State of Nevada, in the United
        States of America; 

	 
	 	 (e)     
      
	 that either Jay Sargeant or Dori O'Neill are empowered
        with sufficient capabilities to represent WWBC in this Agreement and to
        bind it under the terms of this Agreement, which powers have not been
        revoked or limited in any way. 








 14



	 9.2      
	 SG represents and warrants to EYI and
        WWBC as follows: 

	 
	 	 (a)     
      
	 that it is a corporation duly incorporated and existing
        in accordance with the laws of the State of Florida, in the United States
        of America; 

	 
	 	 (b)      
	 That Daniel Matos is empowered with sufficient capabilities
        to represent it in this Agreement and to bind it under the terms of this
        Agreement, which powers have not been revoked or limited in any way. 

	 
	 10.      
	 DISPUTE RESOLUTION 

	 
	 10.1      
	 This Agreement shall be governed by the
        laws of the State of Nevada and the parties waive their right to assert
        jurisdiction in any other venue. 

	 
	 10.2      
	 In the event of any disagreement as to
        amounts owing pursuant to this Agreement, the parties agree that they
        will use their best efforts to arrive at an amicable resolution, and failing
        agreement, shall refer to the matter to arbitration in accordance with
        the laws of the State of Nevada. 

	 
	 11.      
	 CONFIDENTIALITY 

	 
	 11.1      
	 The provisions of this Agreement constitute
        confidential information and neither EYI nor SG shall, without the prior
        written consent of the other, disclose the terms or conditions of this
        Agreement to a third party, either directly or indirectly, save and except
        to a professional advisor, in confidence, or as required by law (including
        securities disclosure regulations). Any party required to issue a news
        release will give the other party advance notice and a draft of the proposed
        news release and will give the other party an opportunity to comment on
        the draft news release. 

	 


	 11.2      	 All confidential information generated and shared
        between both parties and their associates shall be treated and protected
        as their own confidential information. The information about employees,
        associates, interest, consultant and or any other relevant matters, will
        remain confidential and will require written consent to be disclosed.
        This restriction will not apply to the information that is available to
        the public or which must be disclosed as a result of the activities in
        relation to the marketing of products as contemplated herein. From time
        to time, both parties may enter into confidentiality agreements with its
        business partners whereby information provided by those business partners
        to on of the parties is the confidential and proprietary information of
        such business partners and must be treated in the same manner as both
        parties are bound to treat the confidential and proprietary information
        of any of the parties, and both parties agree to be bound by any such
        confidentiality agreement. 

	 
	 11.3      	 All parties agree to return to the others all confidential
        information provided by them by the others and any copies of such material
        in its possession forthwith upon demand. 








 15

	 11.4      	 Except as expressly provided herein, this
        Agreement shall not give SG or WWBC or any other person any proprietary
        right in and in to marketing software and systems owned by EYI, or the
        right to receive copies of the source codes relating to any such software.
      

	 
	 12.      	 GENERAL TERMS 

	 
	 12.1      	 Both parties agree that if any of the
        terms and articles of this Agreement could represent a contradiction,
        a breach or violation of the agreement itself, or the laws applicable
        to this document, both parties will conduct all necessary efforts in order
        to correct such deficiencies, violations or breaches. 

	 
	 12.2      	 This Agreement constitutes the complete
        Agreement between the parties pertaining to their joint marketing activities
        and superseded any prior and contemporaneous agreements and/or addendum
        of the parties in connection herewith whether written or oral. Only a
        written agreement signed by the affected parties will amend this Agreement.
      

	 
	 12.3      	 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 at the address
        shown for that party at the beginning of this Agreement; or 

	 
	 	 (c)      
	 sent prepaid by fax or other similar means of electronic
        communication (confirmed on the same or the following day by prepaid mail)
        addressed to the relevant party at the address shown for that party at
        the beginning of this Agreement. 

	 
	 	 Any notice so given shall be deemed conclusively
        to have been given and received when: 

	 
	 	 (d)      
	 personally delivered; 

	 
	 	 (e)      
	 sent by fax or other electronic communications,
        on the first business day thereafter. 

	 
	 12.4      	 Notice shall be given to the parties at
        the following addresses, or to such other address of which notice is given
        as provided herein: 

	 


	 EYI:  	  	 EYI Industries, Inc.  
	  	  	 3960 Howard Hughes Parkway, Suite 500  
	  	  	 Las Vegas, Nevada 89109  
	  	  	 Ph: (702) 296-8034 Fax: (604) 502-5144  







16 

	 	  	 With a copy to: 

      EYI Industries, Inc.  

	  	  	 #201 – 8322 130th Street  
	  	  	 Surrey, B.C.  
	  	  	 V3W 8J9  
	  	  	 Ph: (604) 502-5131 Fax: (604) 502-5144  
	  	 	 
	 SG:  	  	 Supra Group, Inc.  
	  	  	 200 South Biscayne Blvd  
	 	 	Miami, Florida 
	  	  	 33131  
	  	  	 Ph: (305) 372-2345  
	  	 	 
	 WWBC  	  	 World Wide Buyers' Club Inc.  
	  	  	 3960 Howard Hughes Parkway, Suite 500  
	  	  	 Las Vegas, Nevada 89109  
	  	  	 Ph: (702) 296-8034 Fax: 604-502-5144  
	 	 	 
	 	  	 With a copy to: 

      World Wide Buyers' Club Inc.  

	  	  	 #201 – 8322 130th Street  
	  	  	 Surrey, B.C.  
	  	  	 V3W 8J9  
	  	  	 Ph: (604) 502-5131 Fax: (604) 502-5144  









 17



	 12.5      	 This Agreement may be executed in counterparts,
        each of which, when executed, shall be considered an original for all
        purposes, provided that all counterparts shall, together, constitute one
        and the same document. 



 IN WITNESS WHEREOF the parties have executed this document as of the
  28th day of May, 2004. 

	 EYI INDUSTRIES INC., in the  	) 	  
	 Presence of:  	) 	  
	  	) 	  
	 /s/ Mary Hammer 	) 	  
	 Signature of Witness  	) 	  
	  	) 	  
	 Mary Hammer	) 	 /s/ Jay Sargeant  
	 Print Name of Witness  	) 	 Jay Sargeant, President  
	  	) 	 EYI INDUSTRIES, INC.  
	  	 	 
	  	 	 
	 WORLD WIDE BUYERS' CLUB INC.,  	) 	  
	 in the presence of:  	) 	  
	  	) 	  
	 /s/ Tanya L. Simonsen 	) 	  
	 Signature of Witness  	) 	  
	  	) 	  
	 Tanya L. Simonsen 	) 	 /s/ Dori O'Neill  
	 Print Name of Witness  	) 	 Dori O'Neill, Authorized Signatory 
    
	  	) 	 WORLD WIDE BUYERS' CLUB INC.  
	  	 	 
	  	 	 
	 SUPRA GROUP, INC. in the presence  	) 	  
	 Of:  	) 	  
	  	) 	  
	 /s/ Jose A. Vasquez	) 	  
	 Signature of Witness  	) 	  
	  	) 	  
	 Jose A. Vasquez

     	) 	 /s/ Daniel Matos  
	 Print Name of Witness  	) 	 Authorized Signatory,  
	  	) 	 SUPRA GROUP, INC.