ex10_5.htm


     

    Exhibit
      10.5

     

    
       

      100
        Second Avenue S., Suite 300N

      St.
        Petersburg, Fl   33701

      Phone:
        (727) 289-0010

      Fax:
        (727) 289-0069

      dave@islandstocktransfer.com

      


      TRANSFER
        AGENT AGREEMENT

      (Transfer
        Agent Services)

      


      This
        Transfer Agent Agreement (“Agreement”), is made and entered into as of June 14,
        2006 by and between Island Capital Management, LLC, dba Island Stock Transfer
        (“Agent”), and Salon City, Inc. (“Company”).

      


      RECITALS

      


      WHEREAS,
        Agent is a transfer agent in the business of maintaining stock ownership
        and
        transfer records for companies whose stock is publicly traded;

      


      WHEREAS,
        Company is a company whose stock is publicly traded or is in the process
        of
        having its stock publicly traded;

      


      WHEREAS,
        Company wishes to utilize the services of Agent as its transfer agent under
        the
        term of this Agreement and Agent wishes to become Company’s transfer agent
        provider;

      


      NOW,
        THEREFORE, in consideration of the mutual promises herein contained, the
        parties
        hereto hereby agree as follows:

      


      1.           APPOINTMENT
        OF AGENT

      


      Upon
        the
        execution of this Agreement by both parties, the Company hereby appoints
        Agent
        as its transfer agent, warrant agent, and registrar for the common stock
        of the
        Company.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      2.           START-UP
        FEES AND DOCUMENTATION BY COMPANY

      


      The
        Agent
        agrees to waive the initial setup fee of $2,000.

      


      Prior
        to
        Agent beginning work as the Company’s transfer agent the Company must deliver
        the following:

      


      A.           An
        executed copy of this Agreement;

      


      B.           Payment
        in full of 300,000 shares of restricted common shares of the Company. The
        Agent
        agrees to waive the Security Deposit as set forth on Exhibit A, which is
        incorporated herein by this reference. The Company agrees to the issuance
        of the
        shares of common stock to Agent, or Agent’s assignee, as compensation for a
        number of advisory services, to be determined solely by Agent, that we
        customarily provide to our new development stage clients during the set up
        process.  These advisory services include, but are not limited to:
        contact and assistance with establishing DTC eligibility for the Company’s
        securities, requesting CUSIP number assignments for the Company’s securities,
        consulting with the Company with respect to initial design and layout of
        securities certificates, compiling and reviewing the Company’s shareholder lists
        including complying with lost shareholder requirements and escheatment
        regulations when shareholder lists have been dormant, reconciling split and
        other reorganization items that may be required, and consulting with Company
        representatives who are not experienced in the rules and protocols governing
        the
        transfer of securities, reorganization procedures, and proxy solicitation
        regulations.  The Company understands Agent’s initial set-up fee does
        not include any fees that are charged by third parties as part of the set-up
        process such as: printing certificates, DTC fees and CUSIP fees, and charges
        associated with searching for lost securities holders; and the Company agrees
        to
        directly pay those charges to third parties or reimburse Agent for its out
        of
        pocket expenses incurred on behalf of the Company.  The Company agrees
        to register the shares herein described on SEC registration form S-8 or other
        registration statement form as soon as the Company has attained fully reporting
        status and is legally able to comply with all related regulatory requirements.
        The Agent will have the right to assign these shares to an employee or other
        assignee in order to comply with S-8 or other exemption
        regulations;

      


      C.           The
        documents listed on Exhibit B, which is incorporated herein by this reference,
        delivered and represented to by an authorized officer of the
        Company.

      


      The
        Company agrees to update Agent regarding any changes to its corporate documents
        including changes to its articles of incorporation, bylaws, and changes to
        its
        officers, directors, and all “insiders” or “control persons.”

      


      3.           STOCK
        ISSUANCES BY AGENT

      


      A.           After
        the Company has provided Agent with all the documentation required under
        Section
        2, Agent will issue original stock of the Company, as directed by the Company,
        upon receipt of the following:

      


      1.           A
        written request by an authorized representative of the Company stating the
        number of shares, name of shareholder, address of shareholder, and delivery
        instructions;

      


      2.           A
        copy of a fully executed Board of Directors resolution authorizing the stock
        issuance requested by the Company;

      


      3.           If
        deemed necessary by Agent, a legal opinion letter from an attorney appointed
        by
        the Company approving the stock issuance requested by the Company;

      


      4.           The
        payment of the appropriate fee by the Company; and

      


      5.           Any
        other documentation deemed necessary in the discretion of Agent.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      B.           After
        the Company has provided Agent with all the documentation required under
        Section
        2, in the event of a lost, stolen, or destroyed stock certificate, or a transfer
        of stock by a shareholder, Agent will issue replacement certificates upon
        receipt of the following:

      


      1.           In
        the event of a lost or destroyed certificate, a lost certificate affidavit
        or an
        old certificate with all the necessary endorser’s signatures guaranteed in such
        a form and manner as Agent requires;

      


      2.           In
        the event of a stock transfer, the old certificate being surrendered with
        a
        validly executed and medallion guaranteed stock power outlining the new
        recipients and amount of stock to be issued to each recipient;

      


      3.           Valid
        instructions from the Company executed by the authorized representative of
        the
        Company regarding the action to be taken by the Agent;

      


      4.           The
        payment of the appropriate fees by the Company or shareholder, as applicable;
        and

      


      5.           Any
        other documentation deemed necessary at the discretion of Agent to evidence
        the
        genuineness and effectiveness of any necessary endorsement, and satisfactory
        evidence of compliance with all applicable laws relating to collection of
        taxes,
        if any.

      


      4.         PURCHASE
        OF STOCK CERTIFICATES

      


      The
        Company hereby authorizes Agent to purchase from time to time, certificates
        as
        may be needed by it to perform regular transfer duties, not to exceed 1,000
        certificates without prior written approval by the Company.  The cost
        of such certificates must be paid in advance by the Company.  Such
        certificates must be signed by authorized officers of the Company, as set
        forth
        by law or in the Company’s bylaws, and if required, shall bear the corporate
        seal of the Company.

      


      5.           REGISTERING
        TRANSFERS

      


      In
        registering transfers, Agent may rely upon the Uniform Commercial Code, Section
        17 of the Securities Code as set forth by the Securities and Exchange
        Commission, or any other statute that in the opinion of counsel protects
        Agent
        and Company for the purposes of inquiry, or in refusing registration wherein
        an
        adverse claim may require such refusal. The Company agrees to hold the Agent
        harmless from any liability resulting from instructions issued to Agent by
        the
        Company regarding the registering of transfers.

      


      6.           RECORDS
        OF AGENT

      


      Agent
        will maintain customary records in connection with its agency, all of which
        shall be available for examination and inspection by the Company at all
        reasonable times.

      


      7.           FEES
        AND PAYMENT OF FEES

      


      The
        Company agrees to pay Agent a one-time set up fee. The Company also agrees
        to
        pay Agent a monthly fee to maintain computerized records of the Company in
        an
        orderly and accurate manner, and enable Agent to act as the Company’s transfer
        agent or registrar, or both. These fees, as well as all other costs and fees
        for
        actions taken by Agent as the transfer agent of Company, are attached hereto
        as
        Exhibit A, which is incorporated herein by this reference.

      


      Agent’s
        fees may be increased in Agent’s sole discretion upon written notice to the
        Company. The Company agrees to pay all amounts due to Agent under this Agreement
        within 30 days of billing. Company specifically agrees that Agent shall have
        a
        lien against all Company records to secure any amounts owed to
        Agent.  In addition, Company specifically agrees that Agent may, at
        its option, refuse to make any transfers of Company’s securities until all past
        due amounts have been paid in full.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      8.           TRANSFER
        AGENT EXPENSE

      


      The
        Company agrees to reimburse Agent for any and all expenses resulting from
        Agent
        being served with a subpoena by a Federal or State agency or a request from
        one
        of said agencies, requiring or requesting that Agent produce information
        or
        documents to said agency.  Said expenses include, but are not limited
        to, travel expenses, copying charges, computer time, employee time, and attorney
        fees for counsel to the Agent.

      


      9.           TERMINATION
        BY COMPANY

      


      The
        Company may terminate this Agreement at any time and for any reason and remove
        Agent at any time by giving Agent thirty (30) days written notice in the
        form of
        a resolution from the Board of Directors of the Company authorizing the
        termination of this Agreement. Upon receipt of such proper notice, the payment
        of the termination fee (see Exhibit B), and the payment of any other unpaid
        invoices and fees owed to Agent, Agent shall deliver to a new transfer agent
        or
        the Company, all the Company’s records maintained by Agent.

      


      10.           TERMINATION
        BY AGENT

      


      Agent
        may
        terminate this Agreement at any time and for any reason upon ten (10) days
        written notice to the Company.  However, if this Agreement is being
        terminated for non-payment of fees, Agent may refuse to do any work for the
        Company during the ten (10) day period unless it is paid in full all amounts
        owed. If Company has paid Agent all fees Agent is owed, then at the end of
        the
        ten (10) day period, Agent will deliver all the Company’s records to the Agent’s
        successor, if any, or to the Company.

      


      11.           INDEMNITY

      


      The
        Company agrees to hold Agent harmless and fully indemnify Agent, including
        attorney fees, for any claim or action brought by a third party that is based
        upon:

      


      A.           Any
        paper or document that the Agent reasonably believed to be genuine and to
        have
        been signed by the proper person or persons;

      


      B.           Stock
        certificates that Agent reasonably believes to bear the proper manual or
        facsimile signatures of the officers of the Company;

      


      C.           The
        Agent’s compliance with the written instructions of the Company or the Company’s
        counsel; or

      


      D.           The
        Agent’s duties and responsibilities as the transfer agent of the Company and
        under this Agreement, unless such action or claim is based on the willful
        misconduct or reckless conduct of the Agent.

      


      12.           ASSIGNMENT

      


      This
        Agreement may not be assigned by either party without the express written
        consent of the other party.

      


      13.           MODIFICATION

      


      No
        change, modification, addition, or amendment to this Agreement shall be valid
        unless in writing and signed by all parties hereto.

      


      14.           NO
        INTERPRETATION AGAINST DRAFTER

      


      This
        Agreement has been negotiated at arm’s length between persons sophisticated and
        knowledgeable in these types of matters.  In addition, each party has
        been represented by experienced and knowledgeable legal counsel, or had the
        opportunity to consult such counsel. Accordingly, any normal rule of
        construction or legal decision that would require a court to resolve any
        ambiguities against the drafting party is hereby waived and shall not apply
        in
        interpreting this Agreement.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed as of the Effective Date listed above.

      


      “Agent”                                                                           “Company”

      Island
        Capital Management,
        LLC                                        Salon
        City, Inc.

      dba
        Island Stock Transfer

      


      


      /s/  David
        Lopez                                                                 
/s/ Steve Casciola

      By:
        David
        Lopez                                                                 By:
        Steve Casciola

      Its:
        General
        Manager                                                          
Its:  President

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      Exhibit
        B

      


      Company
        documents to be delivered to the Agent:

      


      
        	
                A.

              	
                A
                  copy of the Articles of Incorporation and bylaws of the Company
                  and all
                  the amendments thereto, and a copy of the Certificate of Incorporation
                  as
                  issued by the State of
                  Incorporation.

              


      

      


      
        	
                B.

              	
                Specimens
                  of all forms of outstanding certificates for all classes of securities
                  of
                  the Company, in the forms approved by the Board of
                  Directors.

              


      

      


      
        	
                C.

              	
                A
                  resolution certifying the authorized and outstanding securities
                  of the
                  Company including a list of’ all outstanding securities together with a
                  statement that future transfers may be made without restriction
                  on all
                  securities, except as to securities subject to a restriction noted
                  on the
                  face of said securities and in the corporate stock
                  records.

              


      

      


      
        	
                D.

              	
                A
                  list of all shareholders deemed to be “insiders” or “control persons” as
                  defined in the Securities Act of 1933 & 1934 and other acts of
                  Congress and rules and regulations of the United States Securities
                  and
                  Exchange Commission when
                  applicable.

              


      

      


      
        	
                E.

              	
                The
                  names and specimen signatures of all officers who are and have
                  been
                  authorized to sign certificate for securities on behalf of the
                  Company and
                  the names and addresses of any other Transfer Agents or Registrars
                  of
                  securities of the Company.

              


      

      


      
        	
                F.

              	
                A
                  copy of the Resolution of the Board of Directors of the Company,
                  authorizing its execution of this Agreement and approving the terms
                  and
                  conditions herein including the agreement that in the event that
                  there are
                  any future amendments or changes to any of the foregoing, the Company
                  will
                  issue prompt written notification of such change or changes, together
                  with
                  copies of the relevant resolutions, instruments or other documents,
                  specimen signatures, certificates, opinions or the like as the
                  Agent may
                  deem necessary or appropriate. This resolution will also approve
                  a credit
                  and background check for the company and it’s officers and
                  directors.

              


      

      


      
        	
                G.

              	
                The
                  name and address of legal counsel to this
                  Company.

              


      

       

      


      
        
           

        

        
          6