ex10_2.htm


    Exhibit
      10.2

     

    
      Consulting
        Agreement

      


      This
        Consulting Agreement ("Agreement")
        is made effective the 12th day of
        January,
        2005, between
GarlandHarris  (“Consultant”) and
Salon City, Inc., a Nevada corporation
        (“Client”).

      


      In
        consideration of the mutual
        promises, covenants and agreements contained in this Agreement, and for other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged, the Client and Consultant agree as follows:

      


      
        	
                1.

              	
                ENGAGEMENT
                  OF CONSULTANT.  The Client engages Consultant to
                  provide the consulting services described below, during the term
                  of this
                  Agreement, until this Agreement is terminated as provided
                  herein.

              


      

      


      
        	
                2.

              	
                SCOPE
                  OF SERVICES TO BE PROVIDED BY CONSULTANT.  Consultant
                  agrees to provide, and the Client agrees to pay for, the following
                  consulting services (collectively referred to as the
                  “Services”):  (a) assistance with public relations and
                  introductions to third-party public relations service providers;
                  (b)
                  marketing for the Client’s tangible products; (c) providing a list of
                  names identified as leads for potential accredited investors, to
                  be
                  contacted only by management; (d) training on networking, product
                  presentation, and public speaking skills; (e) document design assistance
                  for Client’s PPM document and related graphics; (f) best practices
                  training in functioning as CEO of a public company; (g) training
                  in
                  investor relations functions and responsibilities; (h) advice on
                  capital
                  acquisition strategies; (i) business development; (j) developing
                  a network
                  marketing group in Pennsylvania for Client’s tangible products; (k)
                  marketing advice and research in Pennsylvania; (l) soliciting new
                  advertisers and new advertising representatives; (m) increasing
                  brand
                  awareness of the Client’s brand among business people; (n) research and
                  background information on market development opportunities and
                  leads.

              


      

      


      provided,
        however, that the Services are expressly agreed to exclude all legal
        advice, accounting services, stock brokerage services or other services
        requiring licenses or certification.

      


      All
        Services are to be provided on a “best efforts” basis through Consultant’s
        officers, or others employed or retained under the direction of Consultant
        (collectively “Consultant’s Personnel”).  The foregoing services are
        intended to be primarily in the areas of substantive work for the Client’s core
        business and management group, not the sale of any securities, as governed
        by
        Rule 3a4-1 under the Securities Exchange Act of 1934.

      


      
        	
                3.

              	
                TERM.  This
                  Agreement shall have an initial term of ninety days (the “Primary Term”),
                  starting with the date appearing at the top of this Agreement (the
                  “Effective Date”), and it may be renewed by written notice of renewal
                  signed by both parties to this Agreement. The agreement can be
                  terminated
                  by either party with 30 days prior written
                  notice.

              


      

      


      
        	
                4.

              	
                PROHIBITION
                  FROM PARTICIPATION  IN SALES OF
                  SECURITIES.  Pursuant to Rule 3a4-1 promulgated under
                  the Securities Exchange Ace of 1934, Consultant agrees not to perform,
                  and
                  Client expressly prohibits Consultant from performing, the
                  following:  (a) making any sales of Client’s stock; (b)
                  discussing price of Client’s stock; (c) delivering any offering materials
                  for Client’s stock; (d) discussing the terms, rights, or characteristics
                  of Client’s stock; (e) discussing investment in the Client’s business with
                  anyone, except to direct people who express an interest in investing
                  to
                  talk with Client’s management for further
                  details.

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
        	
                5.

              	
                COMPENSATION.  In
                  consideration of the Services contemplated by this Agreement, Client
                  agrees to pay Consultant the following fees for the
                  Services:

              


      

      


      
        	
                A.

              	
                Stock.  Client
                  agrees that it will issue to Consultant One Hundred Thousand (100,000)
                  shares of the Client’s common stock, free-trading and without restrictive
                  legend, via a private transaction , exempt under sections 4(1)
                  and 4(2)
                  under the Securities Act of 1933.  Such stock shall be paid 90
                  days from the date of this agreement, and such stock be deemed
                  fully paid
                  and non-assessable as of that date.

              


      

      


      
        	
                B.

              	
                Additional
                  Payments for Additional Services.  Other duties will be
                  compensated on a case-by-case basis, but in no event shall any
                  duties
                  involve the sale of stock or other securities of the Client, and
                  no
                  commissions for sales of securities will be
                  paid.

              


      

      


      
        	
                C.

              	
                Fees
                  and Commissions for Advertising Accounts.  Client shall pay
                  Consultant an initial retainer fee of $2,500 cash, due upon signing
                  of
                  this agreement, as an initial retainer fee to retain Consultant
                  and
                  compensate him  to forego other opportunities to devote time to
                  Client, plus 20% of contracted advertising accounts obtained through
                  the
                  services of Consultant, plus an additional $2,500 cash due upon
                  the
                  completion of this agreement and payable only if Client, in its
                  sole
                  discretion, determines Consultant has used its best efforts on
                  behalf of
                  Client.

              


      

      


      
        	
                6.

              	
                TIME
                  AND EFFORT OF CONSULTANT.  Consultant may allocate its
                  time and that of Consultant’s Personnel as it deems necessary to provide
                  the Services.  Neither Consultant nor Consultant’s Personnel
                  shall be liable to Client or any of its shareholders for any act
                  or
                  omission connected with rendering the Services, including but not
                  limited
                  to losses due to any corporate act undertaken by Client as a result
                  of
                  advice provided by Consultant or Consultant’s
                  Personnel.

              


      

      


      
        	
                7.

              	
                BEST
                  EFFORTS - The Services are rendered to Client on a “best efforts”
                  basis, meaning that Consultant can not, and does not, guarantee
                  that its
                  efforts will have any impact on Client's business or that any subsequent
                  financial improvement will result from Consultant’s
                  efforts.

              


      

      


      
        	
                8.

              	
                CLIENT'S
                  REPRESENTATIONS - Client represents, warrants and covenants to
                  Consultant that each of the following are true and complete as
                  of the
                  Effective Date:

              


      

      


      
        	
                a.  

              	
                Entity
                  Existence. Client is a corporation or other legal entity duly
                  organized, validly existing, and in good standing under the laws
                  of the
                  state of its formation, with full authority to own, lease and operate
                  property and carry on business as it is now being conducted. Client
                  is
                  duly qualified to do business in and is in good standing in every
                  jurisdiction where such qualification is
                  necessary.

              


      

      


      
        	
                b.  

              	
                Client
                  Authority for Agreement. Client has duly authorized the execution and
                  delivery of this Agreement and the consummation of the transactions
                  contemplated herein.  Client has duly executed and delivered
                  this Agreement; it constitutes the valid and legally binding obligation
                  of
                  Client enforceable according to its
                  terms.

              


      

      


      
        	
                c.  

              	
                Nature
                  of Representations. No representation or warranty made by Client in
                  this Agreement, nor any document or information furnished or to
                  be
                  furnished by Client to the Consultant in connection with this Agreement,
                  contains or will contain any untrue statement of material fact,
                  or omits
                  or will omit to state any material fact necessary to make the statements
                  contained therein not misleading, or omits to state any material
                  fact
                  relevant to the transactions contemplated by this
                  Agreement.

              


      

      


      
        	
                d.  

              	
                Independent
                  Legal/Financial Advice. Consultant is not a law firm or an accounting
                  firm. Consultant may employ lawyers and accountants to counsel
                  Consultant on its Services.  Client has not nor will it
                  rely on any legal or financial representation of Consultant. Client
                  has
                  and will continue to seek independent legal and financial advice
                  regarding
                  all material aspects of the transactions contemplated by this Agreement,
                  including the review of all documents provided by Consultant to
                  Client and
                  all Opportunities Consultant introduces to Client. Client recognizes
                  that
                  the attorneys, accountants and other personnel employed by Consultant
                  represent solely the interests of Consultant, and that no representation
                  or warranty has been given to Client by Consultant as to any legal,
                  tax,
                  accounting, financial or other aspect of the transactions contemplated
                  by
                  this Agreement.

              


      

      


      
        	
                e.  

              	
                No
                  Blank-Check Status.  The Client currently has a specific
                  business plan.  The company is not a “blank check” company
                  within the meaning of Rule 419 promulgated under the Securities
                  Act of
                  1933.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                9.

              	
                CONSULTANT
                  IS NOT A BROKER-DEALER - Consultant has fully disclosed to Client
                  that it is not a broker-dealer and does not have or hold a license
                  to act
                  as such.  None of the activities of Consultant are intended to
                  provide the services of a broker-dealer to the Client, and Client
                  has been
                  informed that a broker-dealer will need to be engaged to perform
                  any such
                  services.  Client has full and free discretion in the selection
                  of a broker-dealer.

              


      

      


      
        	
                10.

              	
                NONEXCLUSIVE
                  SERVICES - Client acknowledge that Consultant is currently
                  providing services of the same or similar nature to other parties.
                  Client
                  agrees that Consultant is not barred from rendering services of
                  the same
                  or a similar nature to any other individual or
                  entity.

              


      

      


      
        	
                11.

              	
                PLACE
                  OF SERVICES.  The Services provided by Consultant or
                  Consultant’s Personnel hereunder will be performed at Consultant's offices
                  except as otherwise mutually
                  agreed.

              


      

      


      


      
        	
                14.  

              	
                INDEPENDENT
                  CONTRACTOR.  Consultant, with Consultant's Personnel,
                  acts as an independent contractor in performing its duties under
                  this
                  Agreement.  Accordingly, Consultant will be responsible for
                  paying all federal, state, and local taxes on compensation paid
                  under this
                  Agreement, including income and social security taxes, unemployment
                  insurance, any other taxes regarding Consultant’s Personnel, and any
                  business license fees.  This Agreement neither expressly nor
                  impliedly creates a relationship of principal-agent, or employer-employee,
                  between Client and Consultant’s Personnel.  Neither Consultant
                  nor Consultant’s Personnel are authorized to enter into any agreement on
                  behalf of Client.  Client expressly retains the right to make
                  all final decisions, in its sole discretion, with respect to approving,
                  or
                  effecting a transaction with, any Opportunity located by
                  Consultant.

              


      

      


      
        	
                15.  

              	
                INDEMNIFICATION.  Subject
                  to the provisions herein, the Client and Consultant agree to indemnify,
                  defend and hold each other harmless from and against all demands,
                  claims,
                  actions, losses, damages, liabilities, costs and expenses, including
                  without limitation, interest, penalties and attorneys' fees and
                  expenses
                  asserted against or imposed or incurred by either party by reason
                  of or
                  resulting from the other party’s breach of any representation, warranty,
                  covenant, condition, or agreement contained in this
                  Agreement.

              


      

      


      
        	
                16.  

              	
                REMEDIES.  Consultant
                  and the Client acknowledge that in the event of a breach of this
                  Agreement
                  by either party, money damages would be inadequate and the non-breaching
                  party would have no adequate remedy at law.  Accordingly, in the
                  event of any controversy concerning the rights or obligations under
                  this
                  Agreement, such rights or obligations shall be enforceable in a
                  court of
                  equity by a decree of specific performance.  Such remedy,
                  however, shall be cumulative and non-exclusive and shall be in
                  addition to
                  any other remedy to which the parties may be
                  entitled.

              


      

       

      
        	
                23.  

              	
                MISCELLANEOUS.

              


      

       

      
        	
                 

              	
                A.

              	
                Amendment.  This
                  Agreement may be amended or modified at any time or in any manner,
                  but
                  only by an instrument in writing executed by the parties
                  hereto.

              


      

      


      
        	
                 

              	
                B.

              	
                Entire
                  Agreement.  This Agreement contains the entire agreement
                  between Consultant and Client relating to the subjects addressed
                  in this
                  Agreement.  This Agreement supersedes any and all prior
                  agreements, arrange­ments, or understandings (written or oral) between
                  the parties.  No understan­dings, statements, promises, or
                  inducements contrary to the terms of this Agreement exist.  No
                  representations, warranties, cove­nants, or conditions, express or
                  implied, other than as set forth herein, have been made by any
                  party.

              


      

      


      
        	
                 

              	
                C.

              	
                Waiver.  Any
                  failure of any party to this Agreement to comply with any of its
                  obligations, agreements, or conditions hereunder may be waived
                  in writing
                  by the party to whom such compliance is owed.  The failure of
                  any party to this Agreement to enforce at any time any of the provisions
                  of this Agreement shall in no way be construed to be a waiver of
                  any such
                  provision or a waiver of the right of such party thereafter to
                  enforce
                  each and every such provision.  No waiver of any breach of or
                  non-compliance with this Agreement shall be held to be a waiver
                  of any
                  other or subsequent breach or
                  non-compliance.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                D.

              	
                Headings
                  and Captions.  The section and subsection headings in this
                  Agreement are inserted for convenience only and shall not affect
                  in any
                  way the meaning or interpretation of this
                  Agreement.

              


      

      


      
        	
                 

              	
                E.

              	
                Governing
                  Law. The validity, interpretation, and performance of this Agreement
                  shall be governed by the laws of the State of California, regardless
                  of
                  its law on conflict of laws.

              


      

      


      
        	
                 

              	
                F.

              	
                Binding
                  Effect.  This Agreement is binding on the parties hereto and
                  inures to the benefit of the parties, their respective heirs,
                  administrators, executors, successors, and
                  assigns.

              


      

       

      
        	
                G.  

              	
                Attorney's
                  Fees. If any action at law or in equity, including an action for
                  declaratory relief, is brought to enforce or interpret the provisions
                  of
                  this Agreement, the prevailing party shall be entitled to recover
                  reasonable attorney's fees, court costs, and other costs incurred
                  in
                  proceeding with the action from the other party. Should either
                  party be
                  represented by in-house counsel, all parties agree that such party
                  may
                  recover attorney's fees incurred by that in-house counsel in an
                  amount
                  equal to that attorney's normal fees for similar matters, or, should
                  that
                  attorney not normally charge a fee, by the prevailing rate charged
                  by
                  attorneys with similar background in that legal
                  community.

              


      

      


      
        	
                 

              	
                H.

              	
                Severability.  In
                  the event that any one or more of the provisions contained in this
                  Agreement shall for any reason be held to be invalid, illegal,
                  or
                  unenforceable in any respect, such invalidity, illegality or
                  un-enforceability shall not affect any other provisions of this
                  Agreement.
                  Instead, this Agreement shall be construed as if it never contained
                  any
                  such invalid, illegal or unenforceable
                  provisions.

              


      

       

      
        	
                 

              	
                I.

              	
                Mutual
                  Cooperation.  The parties shall cooperate with each other to
                  achieve the purpose of this Agreement, and shall execute such other
                  documents and take such other actions as may be necessary or convenient
                  to
                  effect the transactions described
                  herein.

              


      

      


      
        	
                 

              	
                J.

              	
                Counterparts.  A
                  facsimile, telecopy, or other reproduction of this Agreement may
                  be
                  executed simultaneously in two or more counterparts, each of which
                  shall
                  be deemed an original, but all of which together shall constitute
                  one and
                  the same instrument. Such executed copy may be delivered by facsimile
                  or
                  similar instantaneous electronic transmission.  Such execution
                  and delivery shall be considered valid for all
                  purposes.

              


      

      


      
        	
                 

              	
                K.

              	
                No
                  Third Party Beneficiary. Nothing in this Agreement, expressed or
                  implied, is intended to confer upon any person, other than the
                  parties
                  hereto and their successors, any rights or remedies under or by
                  reason of
                  this Agreement, unless this Agreement specifically states such
                  intent.

              


      

      


      
        	
                 

              	
                L.

              	
                Time
                  is of the Essence.  Time is of the essence of this Agreement
                  and of each and every provision
                  hereof.

              


      

      


                 IN
        WITNESS WHEREOF, the parties have hereto affixed their signatures.

      


      “Client”

      Salon
        City, Inc.

      


      


      By:
        /s/ Steve Casciola

      Name:
        Steve Casciola

      Title:
        President

      


      


      “Consultant”

      Garland
        Harris

      


      


      By: /s/ Garland
        Harris                                   

      Name:
        Garland Harris

      Title:  in
        his individual capacity

      


      


      
        
           

        

        
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