EXHIBIT 10.1



CORPHQ

MARKETING AGREEMENT 

 

This Marketing Agreement ("Agreement") is made and effective
this January 4, 2001 by and between MyPersonalSalon.com Inc., a Delaware
corporation ("Company") and CorpHQ Inc., ("CorpHQ"), Company desires to engage
CorpHQ to render, and CorpHQ desires to render to Company, certain marketing and
advertising services, pursuant to the following terms and conditions:

 1.  Engagement.

Company engages CorpHQ to render certain services in
connection with planning, developing and implementing a comprehensive marketing
program and Internet site for Company. CorpHQ will: 

(a) Analyze Company's current and proposed products and
services and present and potential markets; (b) Create, prepare and submit to
Company, for its prior approval, a comprehensive marketing program, related
advertising and promotional campaigns and an outline for the development and
implementation of a website; (c) Design, produce and deliver the website and
promotional support items and advertisements, and; (d) Perform such other
services as Company may request from time to time such as, but not limited to
direct sales, publicity and public relations work, market research and analysis.

(b) Consultation and Promotional Support. 
CorpHQ will furnish consultation, creative direction, design, art
production, programming, printed and interactive media, photography, video
production, public relations, corporate communications, market research and
fulfillment as may be required for implementation of the marketing program and
website.

 2. Compensation.

Company shall pay CorpHQ the sum of $300,000 for the creation
and development of the marketing plan, (the "Marketing Plan"), to include
related sales, advertising and promotional campaigns and website. Said fee shall
be payable in full by the transfer of four million (4,000,000) shares of the
freely tradable common stock of the Company at the sum of seven and one half
cents ($0.075) per share, pursuant to the terms of the attached Registration
Rights Agreement.  

3.  Ownership and Use.

(a) To the fullest extent possible under law, Company shall
own any and all right, title and interest in and to, including copyrights, trade
secret, patent and other intellectual property rights, with respect to any copy,
photograph, advertisement, music, lyrics, or other work or thing created by
CorpHQ or at CorpHQ's direction for Company pursuant to this Agreement and
utilized by Company. 

(b) Upon termination of this Agreement, Company agrees that
any advertising, merchandising, package, plan or idea prepared by CorpHQ and
submitted to Company (whether submitted separately or in conjunction with or as
a part of other material) which Company has elected not to purchase or utilize,
shall remain the property of CorpHQ, until Company has paid all amounts due to
CorpHQ pursuant to Section 3 of this Agreement. In the event that Company fails
to pay to CorpHQ all the compensation described in Section 2, Company shall
immediately return to CorpHQ any sketches, drafts, proofs, copy, artwork, plates
or other physical embodiment of such creative work relating to any unpurchased
idea or plan, which may be in Company 's possession. 

(c) Materials and advertisements created by CorpHQ pursuant to
this Agreement may not be used by Company outside the United States without the
prior written consent of CorpHQ.

 



4.   Non-Circumvention.

Company irrevocably agrees not to circumvent, avoid or bypass
CorpHQ, either directly or indirectly, in order to avoid payment of fees, or
otherwise benefit, either financially or otherwise, from information or
personnel supplied to it by CorpHQ. This non-circumvention agreement pertains to
all interaction with individuals or organizations introduced to Company by
CorpHQ, with whom a business relationship exists, or may exist during the term
of this Agreement. Company agrees not to hire or contract with any CorpHQ
employee or independent, subcontracted service provider that has provided
services to the Company during the term of this Agreement, for one year after
the termination of this Agreement. 

5.  Indemnification.

(a) Company agrees to indemnify and hold CorpHQ harmless with
respect to any claims, loss, liability, damage or judgment suffered by CorpHQ,
including reasonable attorney's fees and court costs, which results from the use
by CorpHQ of any material furnished by Company or where material created by
CorpHQ or at the direction of CorpHQ. All information or data obtained by CorpHQ
from Company to substantiate claims made in advertising shall be deemed to be
"material furnished by Company to CorpHQ". 

(b) In the event of any court action or legal proceeding
instituted against Company by any regulatory agency or third party, which
challenges any advertising prepared by CorpHQ, CorpHQ shall cooperate with the
preparation of the defense of such action or proceeding by Company and Company
's attorneys. 

6.  Termination.

(a) The term of this Agreement shall commence upon execution
of this Agreement and shall continue in full force and effect until such time as
all materials and services provided hereunder are delivered to the Company. 

(b) Upon termination of the Agreement, CorpHQ shall transfer,
assign and make available to Company all property and materials in CorpHQ's
possession, subject to Company's payment of all amounts due to CorpHQ, pursuant
to Section 3 of this Agreement. 

(c) Upon termination, CorpHQ agrees to provide reasonable
cooperation in arranging for the transfer or approval of third party's interest
in all contracts, agreements and other arrangements with advertising media,
suppliers, talent and others not then utilized, and all rights and claims
thereto and therein, following appropriate release from the obligations
therein. 

(d) In the event of any default of any material obligation by
or owed by a party pursuant to this Agreement, then the other party may provide
written notice of such default and if such default is not cured within thirty
(30) days of the written notice, then the non-defaulting party may terminate
this Agreement.

 7.  Notices.

Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized overnight
delivery services.  

 

	If to Company   : 	If to CorpHQ, Inc.:  
	1407 Broadway, Suite 1206   	PO Box 812
	New York, NY 10018   	Redondo Beach, CA 90277
	 


 



8.  Final Agreement.

This Agreement terminates and supersedes all prior
understandings or agreements, whether written or oral on the subject matter
hereof.  This Agreement may be modified only by a further writing that is
duly executed by both parties. 

9.  Governing Law.

This Agreement shall be construed and enforced in accordance
with the laws of the State of California.  

10. Attachments. The parties agree that the attached
Registration Right Agreement shall be construed as an integral part of this
Agreement. 

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

 

MyPersonalSalon.com Inc.                                          
CorpHQ Inc.

Vince Hickman                                                               
Steven Crane

President                                                                         
Chairman