Exhibit 10.3
Consultant Agreement between National Beauty Corp. and Ballantyne Capital Group,
LLC
BALLANTYNE CAPITAL GROUP, LLC
xxx.xxxxxxxxxxxxxxxxx.xxx
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Consulting Agreement For:
National Beauty Corp
CONSULTANT AGREEMENT
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Agreement made this 1st day of September or upon SB-2 effective date, 2002,
between National Beauty Corp at 0000 Xxxx Xxxxxxxxxx Xxxx, Xx Xxxxxxxxxx, XX
00000 (hereinafter referred to as "Corporation"), and Ballantyne Capital Group,
LLC at 00000 Xxxx X Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 28277(hereinafter
referred to as "Consultant).
In consideration of the mutual promises contained in this Agreement, the
contracting parties agree as follows:
RECITALS:
The Corporation desires to engage the services of the Consultant to act as
special corporate development counsel for the Corporation and to perform
consulting services regarding all phases of the Corporation's "Public Relations"
in the area of investor relations and broker/dealer relations as such may
pertain to the operation of the Corporation's business.
The Consultant desires to consult with the Board of Directors, the Officers of
the Corporation, and certain administrative staff members of the Corporation,
and to undertake for the Corporation consultation as to the company's public
relations activities involving corporate relations and relationships with
various broker/dealers involved in the regulated securities industry.
AGREEMENT
TERM
1. The respective duties and obligations of the contracting parties
shall be for a period of SIX (6) months commencing on the date first appearing
above. This Agreement maybe terminated by either parties only in accordance
with the terms and conditions set forth in Paragraph 7, below.
SERVICES PROVIDED BY CONSULTANT
2. Consultant will provide consulting services in connection with the
Corporation "public relations" dealings with NASD broker/dealers and the
investing public. (At no time shall the Consultant provide services which would
require Consultant to be registered and licensed with any federal or state
regulatory body or self-regulating agency.) During the term of this Agreement,
Consultant will provide those services customarily provided for a public
relations firm to a Corporation, including but not necessarily limited to the
following
(a) Aiding a Corporation in developing a marketing plan directed at
informing the public as to the business of the Corporation; and
(b) Providing assistance and expertise in devising an advertising campaign
in conjunction with the marketing campaign as act forth in (a) above; and
(c) Advise the Corporation in dealing with institutional investors as it
pertains to the Company's offerings of its securities; an
(d) Aid and assist the Corporation in developing an (investor friendly) "web
site"
(e) Aid and consult the Corporation in the preparation and dissemination of
all "due diligence" packages requested by and furnished to NASD registered
broker/dealers and/or other institutional and/or fund managers requesting such
information from the Corporation; and
COMPENSATION
3. In consideration for the services provided by Consultants to
Corporation, the Corporation shall pay or cause to be delivered to the
Consultants of Ballantyne Capital and/or consultants acting on the behalf of BCG
as independent consultants, on the execution of this Agreement, or as otherwise
provided, the following:
(a) 1,000,000 shares will be delivered to Ballantyne Capital Group LLC &
Associates upon successful registration of SB-2.
COMPLIANCE
4. In the event the shares of the Corporation an: not presently trading
on any recognized market, the said shares delivered by Corporation to Consultant
will, at that particular time, be "free trading," or, if a registration is
contemplated, the shares shall have "piggy back" registration rights and will,
at the expense of the Corporation, be included in said registration.
REPRESENTATIONS OF CORPORATION
5. (a). The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that all statements, either written or oral, made
by the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. The Corporation acknowledges that the
information it delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Company's business, including but not
necessarily limited to, its financial condition, for dissemination to the
public. Therefore, in accordance with Paragraph 6, below, the Corporation shall
hold harmless the Consultant from any and all errors, omissions, misstatements,
negligent or intentional misrepresentations, in connection with all information
furnished by Corporation to Consultant, in accordance with and pursuant to the
terms and conditions of this Agreement for whatever purpose or purposes the
Consultant sees fit to use said information. The Corporation further represents
and warrants that as to all matters set forth within this Agreement, the
Corporation has had independent legal counsel and will continue to maintain
independent legal counsel to advise the Corporation of all matters concerning,
but not necessarily limited to, corporate law, corporate relations, investor
relations, all manners concerning and in connection with the Company's
activities regarding the Securities Act of 1933 and 1934, and state Blue Sky
laws.
(b). In addition to the representations and. warranties set forth above,
the Corporation further warrants to the Consultant that the share makeup of the
Corporation is as follows:
Post Merger:
1. Authorized: shares.
2. Issued: shares.
3. Outstanding: shares.
4. Free trading (float): shares.
LIMITED LIABILITY
6. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any relationship
with the Corporation, or any acts or omissions in the performance of services on
the part of the Consultant, or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are due to its
willful misconduct or culpable negligence.
TERMINATION
7. This Agreement may be terminated by either party upon the giving of
not less than sixty (60) days written notice, delivered to the parties at such
address or addresses as set forth in paragraph 8, below. In the event the
Corporation terminates this Agreement, all compensation paid by Corporation to
the Consultant shall be deemed earned. In the event Consultant terminates this
Agreement, a portion of the compensation paid by Corporation to Consultant shall
be "back-charged" to Consultant, and payable to the Corporation as follows:
(a) In the event the Agreement is terminated by the Consultant in
months 1 through 6, Consultant shall repay to Corporation two thirds (2/3rds) of
the fees paid pursuant to Paragraph 3 above.
(b) In the event the Consultant terminates this Agreement during months 7
through 10, the Corporation shall be entitled to a return of fifty percent (50%)
of the fees paid in accordance with Paragraph 3 above; thereafter, all fees paid
shall be deemed earned.
(c) In the event of a termination by either party, any repayment of funds or
stock due from Consultant to Corporation maybe paid either in cash or the
equivalent number of shares of the Corporation received by Consultant from the
Corporation in accordance with Paragraph 3 above, payable at the option of the
Consultant. The valuation of said shares for purposes of repayment of shares,
shall be the bid price of said shares as of the date shares are tendered back to
the Corporation. If there is no bid price, then the price shall be agreed to,
by separate writing, to be determined by the parties upon the execution of this
agreement.
NOTICES
8. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
As to Consultant:
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Ballantyne Capital Group LLC
00000 Xxxx X Xxxxxxx Xxxxx Xxx 000
Xxxxxxxxx, XX 00000
As to Corporation:
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National Beauty Corp
0000 Xxxx Xxxxxxxxxx Xxxx
Xx. Xxxxxxxxxx. XX 00000
ATTORNEYS' FEES
9. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorneys'
fees, expenses and suit costs, including those associated within the appellate
or post judgment collection proceedings.
ARBITRATION
10. In connection with any controversy or claim arising out of or
relating to this Agreement, the parties hereto agree that such controversy shall
be submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered
as a result of the arbitration of any dispute herein, shall upon being rendered
by the arbitrators be submitted to a Court of competent jurisdiction within the
State of North Carolina or in any state where a party to this action maintains
its principal business or is a Corporation incorporated in said state.
GOVERNING LAW
11. This Agreement shall be construed under and in accordance with the
laws of the State of North Carolina, and all obligations of the parties created
under it are performed in Charlotte, North Carolina. Further, in any
controversy arising out of this Agreement, wherein arbitration is elected, the
venue for said arbitration shall be in Mecklenburg County, North Carolina, and
all parties hereby consent to that venue as the proper jurisdiction for said
proceedings provided herein.
PARTIES BOUND
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this Agreement.
LEGAL CONSTRUCTION
13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the invalidity, illegality, or unenforceability shall not affect
any other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
PRIOR AGREEMENTS SUPERSEDED
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written or oral
agreements between the respective parties. Further, this Agreement may only be
modified or changed by written agreement signed by all parties hereto.
MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT
15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original,
and all of such counterparts taken together shall have the effect of a fully
executed original. Further, this Agreement may be signed by the parties and
copies hereof delivered to each party by way of facsimile transmission, and such
facsimile copies shall be deemed original copies for all purposes if original
copies of the parties' signatures are not delivered.
HEADINGS
16. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of this
Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the date
written above.
National Beauty Corp.
BY:/s/Xxxxxx Xxxx
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President
Ballantyne Capital Group, LLC
BY:/s/Xxxxx Xxxx
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President
