ex10_6.htm


     

    Exhibit
      10.6

     

    
      CONSULTING
        AGREEMENT

      


      THIS
        AGREEMENT is made
        as of February 14, 2006 and between Salon City, Inc. a Nevada Corporation
        and
        Alvin Mirman  (the "Consultant").

       

      RECITALS:

      A.           The
        Company
        requires financial services consulting to build the value of the Company
        for the
        benefit of its shareholders; and Alvin Mirman. agrees to perform
        consulting services related to corporate finance, and other financial service
        matters, upon the request of the President of the Company, and will make
        available qualified personnel for this purpose and devote such business time
        and
        attention to such matters as it shall determine is required.

      B.           The
        Consultant has provided investment and merchant banking services for a number
        of
        companies; and

      C.           The
        Company recognizes the substantial experience and knowledge of the Consultant
        in
        matters relating to investment banking; and

      D.           The
        Company further recognizes that it is in the best interests of the Company
        to
        engage the consulting services of the Consultant; and

      F.           The
        Company desires to retain the valuable services and counsel of the Consultant
        and the Consultant desires to render such services to the Company upon the
        terms
        set forth in this Agreement.

       

      NOW,
        THEREFORE, in
        consideration of the mutual promises and covenants set forth below, and other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties hereto, intending to be legally bound hereby agree
        as
        follows:

       

      1.           Recitals.                      The
        Recitals to this Agreement are hereby incorporated into this Agreement as
        though
        fully restated herein.

      2.           Engagement.                                The
        Company hereby engages the Consultant, and the Consultant accepts engagement
        by
        the Company, upon the terms and conditions set forth in this
        Agreement.

      3.           Term.                      The
        term of this Agreement shall begin on the date hereof and shall continue
        until
        July 1, 2006.

      4.           Consulting
        Services Compensation.

      (A)           The
        Company shall pay to Consultant as compensation for its services under this
        Agreement 625,000 shares of common stock.

      (B)           The
        Company may in the future provide the Consultant with such additional
        compensation as the Company and the Consultant shall mutually agree for any
        additional services by the Consultant not provided for in this
        Agreement.

      5.           Duties.  From
        time to time as reasonably requested by the Company, the Consultant agrees
        to perform
        consulting services related to corporate finance and other financial service
        matters, upon the request of the President of the Company, and will make
        available qualified personnel for this purpose and devote such business time
        and
        attention to such matters as it shall determine is required. Such
        services shall include, but not be limited to, strategic planning, planning
        meetings with the investment community, assisting the Company’s management in
        designing the Company’s Business Plan and “Growth-by-Acquisition” strategy.
        Additionally, Consultant shall prepare or assist in the preparation of a
        Company
        Corporate Profile, Fact Sheets, and Shareholder Letters.

      6.           Nature
        of Engagement.  The Company is engaging
        the Consultant as an independent contractor. Nothing in this Agreement shall
        be
        construed to create an employer-employee relationship between the parties.
        The
        services to be provided will not be in connection with the offer or sale
        of
        securities in a capital-raising transaction.

      7.           Expenses.  Upon
        receipt of requests from the Consultant for reimbursement, the Company shall
        reimburse the Consultant for all reasonable and necessary expenses the
        Consultant incurs, prior to and after the date of this Agreement in performing
        its duties in connection with this Agreement. The Consultant shall be required
        to receive authorization from the Company prior to incurring any such expenses
        in excess of $1,000.00.

       

      
        
           

        

        
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      8.           Notices.
        Any notice, report or demand required, permitted or desired under
        this
        Agreement shall be sufficient if in writing and delivered by certified mail,
        return receipt requested, Federal Express (or similar courier) or receipted
        hand
        delivery at the following addresses (or such other addresses designated by
        proper notice):

      To
        the
        Company:                       Salon
        City, Inc.

                                                                                         
         Steve Casciola

      909
        N. Palm Avenue

      Suite
        311

      West
        Hollywood, CA 90069

      


      To
        the
        Consultant:                     Alvin
        Mirman

      4183
        Shell Road

      Sarasota,
        FL 34242

      


      Any
        notice otherwise delivered shall be
        deemed given when actually received by recipient.

       

      9.           Miscellaneous.

       

      (A)           Governing
        Law.  This Agreement shall be governed by, interpreted and
        enforced in accordance with the laws of the State of Florida.

       

      (B)           Entire
        Agreement.  This instrument contains the entire
        agreement of the parties concerning engagement and may not be changed or
        modified except by written agreement duly executed by the parties
        hereto.

      (C)           Confidentiality. 
        Except as may otherwise be required by law, the specific provisions of this
        Agreement shall remain strictly confidential. Notwithstanding the foregoing,
        the
        parties agree that Consultant shall disclose that it is being compensated
        by the
        Company in all of its promotional releases to the public, in accordance with
        the
        Act. Neither the Company nor the Consultant shall, either directly or indirectly
        through their respective officers, directors, employees, shareholders, partners,
        joint ventures, agents, consultants, contractor, affiliates or any other
        person,
        disclose, communicate, disseminate or otherwise breach the confidentiality
        of
        all or any provision of this Agreement, without the express written consent
        of
        both parties to this Agreement.

      (D)           Assignment.  The
        obligations of the parties under this Agreement shall not be assigned without
        the written consent of the parties. Notwithstanding any provision of this
        Agreement to the contrary, however, the Consultant shall be entitled to provide
        that any funds payable or stock issuable to it pursuant to this Agreement
        shall
        instead be paid or issued to its designee.

      (E)           Counterparts
        and Facsimile.  This Agreement may be executed in counterparts,
        and all counterparts will be considered as part of one agreement binding
        on all
        parties to this Agreement. This Agreement may be executed via facsimile,
        which
        signatures shall be deemed legal and binding as an original signature
        hereto.

      (F)           Severability.  If
        any term, condition or provision of this Agreement or the application thereof
        to
        any party or circumstances shall, at any time or to any extent, be invalid
        or
        unenforceable, the remainder of this Agreement, or the application of such
        term,
        condition or provision to parties or circumstances other than those as to
        which
        it is held invalid or unenforceable, shall not be affected thereby, and each
        term, condition and provision of this Agreement shall be valid and enforceable
        to the fullest extent permitted by law.

       

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

       

       

       

      By: Steve
        Casciola

      


      


      


      By: Alvin
        Mirman

       

       

      
        
           

        

        
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