EXHIBIT 10.5



EquityNet Research

14011 VENTURA BLVD., SUITE
221W

SHERMAN OAKS, CA  91423

May 29, 2001

 

Steve Davis

Chief Executive Officer

My Personal Salon, Inc.

5 West 31st Street - 10th Floor

New York, NY 10001 

Dear Mr. Davis: 

After preliminary due diligence,
including review of the Company's market potential and development
opportunities, EquityNet Research ("EquityNet") is prepared to
initiate coverage as an independent analyst on My Personal Salon, Inc. ("Salon"
or "the Company"), a Delaware corporation. 

In consideration for drafting and
posting the initial research report and three subsequent quarterly updates on
the EquityNet Research Web site (www.equitynet.net), as well as any other
distributive measures undertaken by EquityNet, Salon shall pay EquityNet
Twenty-Four Thousand Dollars ($24,000), payable upon engagement by cash or a
minimum of Fifty-Thousand (50,000) unrestricted (free-trading) shares of its
Common Stock.  Should the Company choose to pay with its Common Stock, such
stock shall be transferred to an account of EquityNet's choice prior to
preparation of the initial research report.  The value of such stock shall
be determined by multiplying the twenty-day (20) average closing bid price of
the stock, calculated from its first day of listing on a public exchange, or
other medium, for public trading, by 50,000.  Thus, the value shall be
determined one month after the first day of public trading.  Should said
value be below $24,000, the Company agrees to immediately transfer to EquityNet
any number of shares of its Common Stock necessary to increase such value to
equal $24,000. 

This fee is for preparation and
Web-posting only; it does not include costs associated with dissemination to or
proactive communication with the investment community.  Nor does the fee
include printing costs.  Travel costs incurred as part of due diligence and
analysis activities are also not included in the fee; however, EquityNet will
not incur any such costs without prior approval of Salon.  Should EquityNet
pay any of these costs on behalf of Salon, EquityNet will rebill Salon for these
direct expenses, and such invoices shall be due and payable upon receipt.

In this relationship, EquityNet
Research agrees to maintain independence and objectivity according to the
Standards of Professional Conduct of the Association of Investment Management
and Research (AIMR), and comply fully with all securities regulations, required
disclosures, industry guidelines and applicable laws. Additionally, EquityNet
shall maintain the confidentiality of all information regarding Salon not
cleared by the Company for public release. 

Salon agrees to indemnify and hold
harmless EquityNet from and against any and all losses, claims, damages,
expenses and/or liabilities which EquityNet may incur based upon information,
representations, reports or data furnished by Salon with respect to itself, and
which are approved by Salon for use by EquityNet in performing due diligence and
developing the research report. Such indemnification shall include, but not be
limited to, expenses (including all reasonable attorney's fees), judgments, and
amounts paid in settlement actually and reasonably incurred by EquityNet in
connection with an action, suit or proceeding brought against EquityNet.

 



The undersigned hereby represent,
warrant and certify that they in fact have full authority to enter into this
specific Agreement; and furthermore agree to provide each other proof of such
authority should such proof be requested.  Any controversy or claim of any
kind or nature with regard to this Agreement, whether contract, tort, or
otherwise, shall be settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the Arbitrators may be entered in any court
having jurisdiction.  The Parties hereto acknowledge that this
provision affects their legal rights and agree to be bound under any and all
circumstances to the determination of such binding arbitration. The parties
further agree that the locale for any arbitration shall be Los Angeles,
California. The prevailing party in any arbitration instituted under this
Agreement shall, in addition to other remedies, be entitled to be reimbursed by
the other party for all expenses of such arbitration, including reasonable
arbitrator's and attorneys' fees.

 

Should the terms outlined herein meet
with your approval, please sign and enter the date as provided below. Retain a
copy for your files and send an original to me.  If you have any questions
please do not hesitate to call me. I can be reached at 818-783-5006.

 

Sincerely:

Randall D. Lewis, CFA

EquityNet Research

 

Accepted for My Personal Salon, Inc.

Steve Davis

Chief Executive Officer

May 29, 2001