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EFSF.OB > SEC Filings for EFSF.OB > Form 8-K on 17-Feb-2009All Recent SEC Filings

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Form 8-K for EFOODSAFETY COM INC


17-Feb-2009

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement

On February 11, 2009, eFoodsafety.com ("eFood") and Charlston Kentrist 41 Direct, Inc. (CK-41) restructured its Marketing Agreement surrounding purEffectÒ, a four-step acne treatment system.

Under the terms of the restructured agreement, eFood will transfer all of its rights to purEffect to CK-41 for four million two hundred-fifty thousand (4,250,000) shares of CK-41 common stock at the price of $0.01 per share. CK-41 will also be granted a three year warrant to purchase an additional four million two hundred-fifty thousand (4,250,000) shares of common stock at $6.00 per share. Additionally, eFood will receive a two percent (2%) royalty on worldwide purEffectÒ adjusted gross sales. The Agreement sets minimum royalty payments of one hundred-fifty thousand ($150,000) dollars payable March 1, 2010 and two hundred-fifty thousand ($250,000) dollars payable on March 1, 2011. eFoodsafety.com, Inc. will hold one seat on the board of directors of CK-41.

The Agreement sets terms for default as follows: Should CK-41 be unable to obtain a minimum of $2.0 million in equity financing on or before April 1, 2009; be unable to obtain an additional $5.0 million in equity financing on or before September 1, 2009; fail to meet its minimum royalty obligations; voluntarily or involuntarily file for bankruptcy. The remedy for events of default may include at eFood's option the termination of this agreement in whole or in part and the return of the Product and Project. eFood will advise CK41 within 10 days of written notice to CK-41 of its default of eFood's intent to terminate or other proposed remedies, CK-41 will have 39 calendar days to cure its defaults.

eFood is a publicly held corporation organized under the laws of the State of Nevada and a holding company operating through wholly owned subsidiaries. eFood and it's subsidiaries are dedicated to improving health conditions around the world through its innovative technologies.

CK41 Direct, Inc. is a leading producer of direct response infomercial campaigns. Combining 50 years of expertise in network television and direct marketing know-how, the principals and directors of CK41 learned the direct response TV industry from the ground-up. This experience has taught CK41 how both conventional and unconventional marketing strategies can excel a direct response television campaign.

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