EXHIBIT 10.2



  

 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT, dated as of this 4th day
of January, 2001, (this "Agreement") is made by and between
MyPersonalSalon.com Inc., a Delaware corporation (the "Company"), and
CorpHQ Inc., a California corporation (the "Contractor"). 

WITNESSETH: 

WHEREAS, upon the terms and subject to the conditions of the
Marketing Agreement dated of even date herewith, between the Contractor and the
Company (the "Marketing Agreement"), the Company has agreed to issue to
the Contractor certain shares of Common Stock (the "Common Shares") upon
the terms and subject to the conditions set forth in the Marketing Agreement;
and 

WHEREAS, to further compensate the Contractor for services
delivered to the Company under the Marketing Agreement, the Company has agreed
to provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunderor any similar successor
statute (collectively, the "Securities Act") and applicable state
securities laws, with respect to the Common Shares to which the Contractor may
be entitled thereunder; 

NOW, THEREFORE, in consideration of the terms and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Contractor, intending to be legally bound, hereby agree as follows: 

1.         
Definitions. 

(a)        As used in this
Agreement, the following terms shall have the respective meanings given to them
below: 


  (i)         "Closing
  Date" means the date the purchase price for all Common Shares being purchased
  by the Contractor is received by the Company or its designated attorney
  pursuant to the Marketing Agreement. 

  (ii)        "Contractor"
  means, individually or collectively, the initial purchaser(s) of the Common
  Shares, and any registered transferee or assignee who agrees to become bound
  by the provisions of this Agreement in accordance with Section 9 hereof. 

  (iii)       "Register,"
  "Registered" and "Registration" refer to a registration effected by preparing
  and filing a Registration Statement or Statements in compliance with the
  Securities Act and/or pursuant to Rule 415 under the Securities Act or any
  successor rule provided for offering securities on a continuous basis ("Rule
  415"), and the declaration or ordering of effectiveness of such
  Registration Statement by the United States Securities and Exchange Commission
  (the "SEC"). 

  (iv)       "Registrable
  Securities" means the Common Shares to be registered hereunder,. 

  (v)        "Registration
  Statement" means a registration statement of the Company under the Securities
  Act, other than on Form SB-1 or SB-2 (each as promulgated under the Securities
  Act) or their then equivalents relating to equity securities to be issued
  solely in connection with any acquisitions of any entity or business or equity
  securities issuable in connection with stock option or other employee benefit
  plans.



 



(b)        As used in this
Agreement, the term Contractor includes (i) each Contractor (as defined above)
and (ii) each person who is a permitted transferee or assignee of the
Registrable Securities pursuant to Section 9 of this Agreement. 

(c)        Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth for such terms in the Marketing Agreement. 

2.         
Registration. 

(a)        Mandatory
Registration.  The Company shall prepare and file with the SEC, no
later than sixty (60) calendar days after the Closing Date, a Registration
Statement covering, the sum of four million (4,000,000) shares of Common Shares
owned by such Contractor.  

3.         
Obligations of the Company.  In connection with the registration of the
Registrable Securities, the Company shall do each of the following: 

(a)        Prepare
promptly, and file with the SEC within sixty (60) days after the Closing Date, a
Registration Statement with respect to not less than the number of Registrable
Securities provided in Section 2(a), above, and thereafter use its best efforts
to cause such Registration Statement relating to Registrable Securities to
become effective by the earlier of (i) five (5) business days after notice from
the Securities and Exchange Commission that the Registration Statement may be
declared effective, or (120) one hundred twenty (120) days after the Closing
Date, which Registration statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue
statementof a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; 

(b)        Furnish to each
Contractor whose Registrable Securities are included in the Registration
Statement and its legal counsel identified to the Company, (i) promptly after
the same is prepared and publicly distributed, filed with the SEC, or received
by the Company, one (1) copy of the Registration Statement, each preliminary
prospectus and prospectus, and each amendment or supplement thereto, and (ii)
such number of copies of a prospectus, including a preliminary prospectus, and
all amendments and supplements thereto and such other documents, as such
Contractor may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Contractor; 

(c)        Use reasonable
efforts to (i) register and qualify the Registrable Securities covered by the
Registration Statement under such other securities or blue sky laws of such
jurisdictions as the Contractor who holds a majority in interest of the
Registrable Securities being offered may reasonably request in writing and in
which significant volumes of shares of Common Stock are traded, (ii) prepare and
file in those jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be
necessary to maintain the effectivenessthereof at all times, (iii) takesuch
other actions asmay bereasonably necessary tomaintain such registrations and
qualification in effect at all times requested by the Contractor, and (iv) take
all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions: provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to: (A) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d); (B) subject itself to general
taxation in any such jurisdiction; (C) file a general consent to service of
process in any such jurisdiction; (D) provide any undertakings that cause more
than nominal expense or burden to the Company; or (E) make any change in its
articles of incorporation or by-laws or any then existing contracts which in
each case the Board of Directors of the Company determines to be contrary to the
best interests of the Company and its stockholders;

 



(d)        As promptly as
practicable after becoming aware of such event, notify each Contractor of the
happening of any event of which the Company has knowledge, as a result of which
the prospectus included in the Registration Statement, as then in effect,
includes any untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
uses its best efforts promptly to prepare a supplement or amendment to the
Registration Statement or other appropriate filing with the SEC to correct such
untrue statement or omission, and deliver a number of copies of such supplement
or amendment to each Contractor as such Contractor may reasonably request; 

(e)        as promptly as
practicable after becoming aware of such event, notify each Contractor who holds
Registrable Securities being sold (or, in the event of an underwritten offering,
the managing underwriters) of the issuance by the SEC of any notice of
effectiveness or any stop order or other suspension of the effectiveness of the
Registration Statement at the earliest possible time; 

(f)         use its
commercially reasonable efforts, if the Company is otherwise qualified, either
to (i) cause all the Registrable Securities covered by the Registration
Statement to be listed on the national securities exchange on which securities
of the same class or series issued by the Company are then listed, if any, if
the listing of such Registrable Securities is then permitted under the rules of
such exchange; or (ii) secure the quotation of the Registrable Securities on the
Nasdaq Small Cap Market or if, despite the Company's commercially reasonable
efforts to satisfy the preceding clauses (i) or (ii), the Company is
unsuccessful in doing so, to secure NASD authorization and, quotation for such
Registrable Securities on the over-the-counter bulletin board and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register with the National Association of Securities Dealers, Inc. ("NASD")
with respect to such Registrable Securities; 

(g)        provide a
transfer agent for the Registrable Securities not later than the effective date
of the Registration Statement; 

(h)               
cooperate with the Contractors who hold Registrab1e Securities being offered to
facilitate the timely preparation and delivery of certificates for the
Registrable Securities to be offered pursuant to the Registration Statement and
enable such certificates for the Registrable Securities to be in such
denominations or amounts as the case may be,as Contractors may reasonably
request and registration in such names as the Contractors may request; and,
within five (5) business days after a Registration Statement which includes
Registrable Securities is ordered effective by the SEC, the Company shall
deliver, and shall cause legal counsel selected by the Company to deliver, to
the transfer agent for the Registrable Securities (with copies to the
Contractors whose Registrable Securities are included in such Registration
Statement) a form of appropriate instruction and opinion of such counsel, if
required by the Company's transfer agent, acceptable for use for each
conversion; and 

 



(i)                 
take all other reasonable actions necessary to expedite and facilitate
distribution to the Contractor of the Registrable Securities pursuant to the
Registration Statement.  

(j)                
If and to the extent that the number of shares of the Company's common stock
shall be increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares held by the Contractors shall be proportionally adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
Contractors shall be entitled to receive shares of such reorganized,
consolidated or merged corporation in the same proportion.  

4.         
Obligations of the Contractors.  In connection with the registration of
the Registrable Securities, the Contractors shall have the following
obligations; 

(a)        It shall be a
condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Contractor that such Contractor shall timely furnish
to the Company such information regarding itself, the Registrable Securities
held by it,and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably required by the Company or its counsel to
effect the registration of such Registrable Securities and shall timely execute
such documents in connection with such registration as the Company may
reasonably request.  At least five (5) days prior to the first anticipated
filing date of the Registration Statement, the Company shall notify each
Contractor of the information the Company requires from each such Contractor
(the "Requested Information") if such Contractor elects to have any of such
Contractor's Registrable Securities included in the Registration Statement. 
If at least two (2) business days prior to the filing date the Company has not
received the Requested Information from an Contractor (a "Non-Responsive
Contractor"), then the Company may file the Registration Statement without
including the Registrable Securities of such Non-Responsive Contractor or,
alternatively, may delay filing such Registration Statement if it reasonably
believes that such information is forthcoming, and if requested to do so by a
majority of the Contractors holding Registrable Securities; provided, however,
that in such event, the Company shall not be deemed to be in default of its
obligations hereunder, and shall not be required to pay any liquidated damages
in respect of such delay; 

(b)        Each Contractor
by such Contractor's acceptance of the Registrable Securities agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of the Registration Statement hereunder, unless
such Contractor has notified the Company in writing of such Contractor's
election to exclude all of such Contractor's Registrable Securities from the
Registration Statement; and 

(c)        Each Contractor
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e) or 3(f), above, such Contractor will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such
Contractor's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e) or 3(f) and, if so directed by the Company, such
Contractor shall deliver to the Company (at the expense of the Company) or
destroy (and deliver to the Company a certificate of destruction) all copies in
such Contractor's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.

 



(d)        Each Contractor
agrees that if the offering ofRegistrable Securities to be included in the
Registration Statement is to be effected in the form of an underwritten offering
(an "Underwritten Offering"), and if the managing underwriters thereof
advise the Company and such Contractors inwriting that in their opinion the
amount of Registrable Securities proposed to be sold in such Underwritten
Offering exceeds the amount of Registrable Securities which can be sold in such
Underwritten Offering, there shall be included in such Underwritten Offering the
amount of such Registrable Securities which in the opinion of such managing
underwriters can be sold, and such amount shall be allocated pro rata
among the holders proposing to sell Registrable Securities in such Underwritten
Offering. 

(e)        If any of the
Registrable Securities are to be sold in an Underwritten Offering, the
Contractor agrees that such Contractor may participate in such Underwritten
Offering only if such Contractor: (i) agrees to sell its Registrable Securities
on the basis provided in any underwriting agreements approved by the Company;
and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such arrangements. 

5.         Expenses
of Registration.  All  reasonable expenses, other than
underwriting or broker's discounts, commissions and fees and transfer taxes
incurred in connection with registrations, filing or qualifications pursuant to
Section 3, but including, without limitation, all registration, listing, and
qualifications fees, printers and accounting fees, the fees and disbursements of
counsel for the Company, shall be borne by the Company; 

6.         
Indemnification.  In the event any Registrable Securities are included
in a Registration Statement under this Agreement: 

(a)        To the extent
permitted by law, the Company will indemnify and hold harmless each Contractor
who holds such Registrable Securities, the directors,if any, of such Contractor,
the officers, if any, of such Contractor, each person, if any, who controls any
Contractor within the meaning of the Securities Act or the Exchange Act (each,
an "Indemnified Person"), against any losses, claims, damages, liabilities or
expenses (joint or several) incurred (collectively, "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act, or
otherwise, insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations of the Registration Statement or
any post-effective amendment thereof, or any prospectus included therein: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or any
prospectus included therein or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made not misleading or (iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act,any state securities law or any rule or
regulation under the Securities Act, the Exchange Act or any state securities
law (the matters in the foregoing clauses (i) through (iii) being, collectively,
"Violations").  The Company shall reimburse the Contractors, promptly as
such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim.  Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a) shall not (i) apply to a Claim arising out of or based upon
aViolation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto, if such
prospectus was timely made available by the Company pursuant to Section 3(b)
hereof; (ii) with respect to any preliminary prospectus, inure to the benefit of
any such person from whom the person asserting any such Claim purchased the
Registrable Securities that are the subject thereof (or to the benefit of any
person controlling such person) if the statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as then
amended or supplemented, if such prospectus was timely made available by the
Company pursuant to Section 3(b) hereof; (iii) be available to the extent such
Claim is based on failure of the Contractor to deliver or cause to be delivered
the prospectus made available by the Company; or (iv) apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. 
Each Contractor will indemnify the Company, its officers, directors and agents
(including Counsel) against any claims arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in
writing to the Company, by or on behalf of such Contractor, expressly for use in
connection with the preparation of the Registration Statement, subject to such
limitations and conditions as are applicable to the Indemnification provided by
the Company to this Section 6. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of the Registrable Securities by the
Contractors pursuant to Section 9.

 



(b)        Promptly after
receipt by all Indemnified Persons, or other indemnified parties under this
Section 6, of notice of the commencement of any action (including any
governmental action), such Indemnified Person or indemnified party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the other indemnified party, as the case may be, 
provided, however, that an Indemnified Person or indemnified party shall
have the right to retain its own counsel with the reasonable fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or indemnified party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or indemnified party and any other party represented by such
counsel in such proceeding.  In such event, the Company shallpay for only
one separate legal counsel for the Contractors; such legal counsel shall be
selected by the Contractors holding a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates. 
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or indemnified
party under this Section 6, except to the extent that the indemnifying Party is
prejudiced in its ability to defend such action or as to any incremental
increase in the amount of indemnification required hereunder resulting, directly
or indirectly, from any such failure.  The indemnification required by this
Section 6 shall be made by periodic payments of thc amount thereof during the
course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable. 

7.         
Contribution.  To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that (a) no contribution shall be made
under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6; (b) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
such fraudulent misrepresentation; and (c) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities, except to
the extent such seller was responsible for any misstatement or omission
contained in any Registration Statement, prospectus or other document filed with
the SEC or any state securities agency, or delivered to any person in connection
with the sale of securities.

 



8.         Reports
under Exchange Act.  With a view to making available to the Contractors
the benefits of Rule 144 promulgated under the Securities Act or any other
similar rule or regulation of the SEC that may at any time permit the Contractor
to sell securities of the Company to the public without registration ("Rule
144"), the Company agrees, at all times when the Registration Statement is no
longer effective and any of the Contractor still hold Registrable Securities
that are not salable under Rule 144(k), to use its reasonable best efforts to: 

(a)        make and keep
public information available, as those terms are understood and defined in Rule
144; 

(b)        file with the
SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act; and 

(c)        furnish to each
Contractor so long as such Contractor owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company and (iii) such other
information as may be reasonably requested to permit the Contractors to sell
such securities pursuant to Rule 144 without registration. 

9.         
Assignment of the Registration Rights.  The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Contractor to any transferee, but only if: (a) the
Contractor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within ten (10)
business days after such assignment, (b) the Company is, within ten (10)
business days after such transfer or assignment furnished with written notice of
(i) the name and address of such transferee or assignee and (ii) the securities
with respect to which such registration rights are being transferred or
assigned, (c) immediately following such transfer or assignment the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act and applicable state securities laws, and (d) at or before
the time the Company received the written notice contemplated by clause (b) of
this sentence the transferee or assignee agrees in writing with the Company to
be bound by all of the provisions contained herein, and (e) unless such transfer
or assignment is pursuant to the Registration Statement, the Company receives an
opinion of counsel reasonably acceptable to the Company, in form and substance
reasonably acceptable to the Company, to the effect that such transfer or
assignment is in compliance with applicable federal and state securities laws.
In the event of any delay in filing or effectiveness of the Registration
Statement as a result of such assignment, the Company shall not be liable to any
Contractor for any damages arising from such delay, or for any liquidated
damages in respect of any such delay.  Notwithstanding anything to the
contrary contained herein, in no event shall the Company be obligated to pay any
additional costs or fees in respect of the registration of Registrable
Securities, or otherwise under this Agreement, by virtue of any transfer or
assignment made in accordance with this Section 9, or otherwise, then it would
be required to pay if the Contractor had not transferred or assigned any of its
rights hereunder.  

 



 

10.  Amendment of Registration Rights.  Any
provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and Contractors who
hold a majority in interest of the Registrable Securities.  Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon each
Contractor and the Company.  

11.  Miscellaneous.

 (a)        A person or
entity is deemed to be a holder of Registrable Securities whenever such person
or entity owns of record such Registrable Securities.  If the Company
receives conflicting instructions, notices or elections from two or more persons
or entities with respect to the same Registrable Securities, the Company shall
act only upon the basis of instructions, notices or elections received from the
registered owner of such Registrable Securities. 

(b)              
Notices required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently given when personally delivered (by hand, by
courier, by telephone line facsimile transmission, receipt confirmed, or other
means) or sent by certified mail, return receipt requested, properly addressed
and with proper postage prepaid (i) if to the Company, at:  5 W. 31st.,
Street, 10th. Floor, New York, NY 10001 with a copy (which shall not
constitute notice) to Thomas M. Jones, Esq., 5405 Alton Parkway, Suite 5A-483,
Irvine, CA 92413 and (ii) if to the Contractor,at the address set forth under
its name in the Marketing Agreement, with a copy to its designated attorney; and
(iii) if to any other Contractor, at such address as such Contractor shall have
provided in writing to the Company, or at such other address as each such party
furnished by notice given in accordance with this Section 11(b), and shall be
effective, when personally delivered, upon receipt and, when so sent by
certified mail, four (4) business days after deposit with the United States
Postal Service. 


(h)   IFailure of any
party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof, except to the extent that such failure prejudices the rights of
any other party hereto.  

(i)     This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of California.  Each of the parties consent to the exclusive
jurisdiction of the federal courts of the State of California located in Los
Angeles County in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non coveniens, to the bringing of
any such proceeding in such jurisdictions. A facsimile transmission of this
signed Agreement shall be legal and binding on all parties hereto.  This
Agreement may be signed in one or more counterparts, each of which shall be
deemed an original.  The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.  If any provision of this Agreement shall be valid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
effect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction. 
This Agreement may be amended only by instrument in writing signed by the party
to be charged with enforcement.



 




(j)     This
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof.  There are norestrictions, promises,
warranties or undertakings, other than those set forth or referred to herein. 
This Agreement supersedes all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof. 

(k)   Subject to the
requirements of Section 9 hereof, this Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
hereto.  

(l)     All
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require. 

(m)The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning thereof. 

(n)   This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement. 
This Agreement, once executed by a party, may he delivered to the other party
hereto by telephone line facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement. 



           
IN WITNESS WHEREOF, the parties have caused thisAgreement to be duly executed by
their respective officers thereunto duly authorized as of the day and year first
above written. 

THE COMPANY:

MYPERSONALSALON.COM INC.

Vince Hickman, President

THE CONTRACTOR:

CORPHQ INC.  

Steven Crane, Chairman