ex10_3.htm


    
      
        Exhibit
          10.3

         

         

        NORTHERN
          PROFESSIONAL ADVISORS, INC.

      

      


    

    


    


    March
      10,
      2007

    


    PERSONAL
      AND CONFIDENTIAL

    


    Mr.
      Steven Casciola, President

    Salon
      City, Inc.

    P.O.
      Box
      2385

    Beverly
      Hills, CA. 90213

    


    Dear
      Mr.
      Casciola:

    


    This
      letter agreement ("Agreement") confirms the terms and conditions of the
      exclusive engagement of Northern Professional Advisors, Inc. ("NPA") by Salon
      City, Inc. (the "Entity") to render certain professional to the
      Entity:

    


    1.           Services.  NPA
      agrees to perform the following services:

    


    
      	
              (a)  

            	
              Assist
                with the preparation of SEC Form 10-SB and board
                resolutions;

            


    

    


    
      	
              (b)  

            	
              Assist
                with general corporate consulting through the term as discussed
                below;

            


    

    


    
      	
              (c)  

            	
              Perform
                such other services as the Entity and NPA shall mutually agree to
                in
                writing.

            


    

    


    2.           Fees.  The
      Entity agrees to pay NPA for its services with a financial advisory fee
      ("Advisory Fee") of 5,000,000 shares of common stock. A stock certificate will
      be delivered to us at the commencement of the engagement.

    


    3.           Term.  The
      term of this Agreement shall commence on March 10, 2007 and end 90 days from
      this time (the "Term"). This agreement may be terminated by the Entity with
      30
      days prior written notice to NPA. If the Entity terminates this Agreement prior
      to the expiration of the Term, the Entity shall pay to NPA all reasonable
      expenses incurred, in accordance with Paragraph 5 hereof. Any obligation
      pursuant to this Paragraph 3, and pursuant to Paragraphs 2, 4, 5, 6 and 8
      hereof, shall survive the termination or expiration of this
      Agreement.

    


    4.           Expenses.   The
      Entity agrees to reimburse NPA for all of its reasonable out-of-pocket fees,
      expenses and costs (including, but not limited to, legal, accounting, travel,
      accommodations, telephone, computer, courier and supplies) in connection with
      the performance of its services under this Agreement, upon prior written
      approval. All such fees, expenses and costs will be billed at any time by
      NPA and are payable by the Entity when invoiced. Upon expiration of the
      Agreement any unreimbursed fees and expenses will be immediately due and
      payable.

     

    
      
         

      

      
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    5.           Indemnification.  In
      addition to the payment of fees and reimbursement of fees and expenses provided
      for above, the Entity agrees to indemnify NPA and its affiliates with regard
      to
      the matters contemplated herein, as set forth in Exhibit A, attached hereto,
      which is incorporated by reference as if fully set forth herein.

    


    6.           Matters
      Relating to Engagement.   The Entity acknowledges that NPA
      has been retained solely to provide the services set forth in this Agreement.
      In
      rendering such services, NPA shall act as an independent contractor, and any
      duties of NPA arising out of its engagement hereunder shall be owed solely
      to
      the Entity. The Entity further acknowledges that NPA may perform certain of
      the
      services described herein through one or more of its affiliates.

    


    The
      Entity acknowledges that NPA is a consulting firm that is engaged in providing
      financial advisory services.  The Entity acknowledges and agrees that
      in connection with the performance of NPA's services hereunder (or any other
      services) that neither NPA nor any of its employees will be providing the Entity
      with legal, tax or accounting advice or guidance (and no advice or guidance
      provided by NPA or its employees to the Entity should be construed as such)
      and
      that neither NPA nor its employees hold itself or themselves out to be advisors
      as to legal, tax, accounting or regulatory matters in any jurisdiction. The
      Entity shall consult with its own legal, tax, accounting and other advisors
      concerning all matters and advice rendered by NPA to the Entity and the Entity
      shall be responsible for making its own independent investigation and appraisal
      of the risks, benefits and suitability of the advice and guidance given by
      NPA
      to the Entity and the transactions contemplated by this Agreement. Neither
      NPA
      nor its employees shall have any responsibility or liability whatsoever to
      the
      Entity or its affiliates with respect thereto.

    


    The
      Entity recognizes and confirms that in performing its duties pursuant to this
      Agreement, NPA will be using and relying on data, material, and other
      information (the "Information") furnished by the Entity, a Strategic Partner
      or
      their respective employees and representatives. The Entity will cooperate with
      NPA and will furnish NPA with all Information concerning the Entity and any
      Transaction, Alternate Transaction or Financing which NPA deems appropriate
      and
      will provide NPA with access to the Entity's officers, directors, employees,
      independent accountants and legal counsel for the purpose of performing NPA's
      obligations pursuant to this Agreement. The Entity hereby agrees and represents
      that all Information furnished to NPA pursuant to this Agreement shall be
      accurate and complete in all material respects at the time provided, and that,
      if the Information becomes materially inaccurate, incomplete or misleading
      during the term of NPA's engagement hereunder, the Entity shall promptly advise
      NPA in writing. Accordingly, NPA assumes no responsibility for the accuracy
      and
      completeness of the Information. In rendering its services, NPA will be using
      and relying upon the Information without independent verification evaluation
      thereof.

    


    7.           Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of Florida without regard to the conflict
      of laws provisions thereof.

    


    8.           No
      Brokers.  The Entity represents and warrants to NPA that there are
      no brokers, representatives or other persons which have an interest in
      compensation due to NPA from any services contemplated herein.

    


    9.     Authorization.  The
      Entity and NPA represent and warrant that each has all requisite power and
      authority, and all necessary authorizations, to enter into and carry out the
      terms and provisions of this Agreement and the execution, delivery and
      performance of this Agreement does not breach or conflict with any agreement,
      document or instrument to which it is a party or bound.

    


    10.           Miscellaneous.  This
      Agreement constitutes the entire understanding and agreement between the Entity
      and NPA with respect to the subject matter hereof and supersedes all prior
      understanding or agreements between the parties with respect thereto, whether
      oral or written, express or implied.  Any amendments or modifications
      must be executed in writing by both parties.  This Agreement and all
      rights, liabilities and obligations hereunder shall be binding upon and insure
      to the benefit of each party’s successors but may not be assigned without the
      prior written approval of the other party.  If any provision of this
      Agreement shall be held or made invalid by a statute, rule, regulation, decision
      of a tribunal or otherwise, the remainder of this Agreement shall not be
      affected thereby and, to this extent, the provisions of this Agreement shall
      be
      deemed to be severable.  This Agreement may be executed in any number
      of counterparts, each of which, shall be deemed to be an original, but such
      counterparts shall, together, constitute only one instrument.  The
      descriptive headings of the Paragraphs of this Agreement are inserted for
      convenience only, do not constitute a part of this Agreement and shall not
      affect in anyway the meaning or interpretation of this Agreement.

    


    Please
      confirm that the foregoing correctly sets forth our agreement by signing below
      in the space provided and returning this Agreement to NPA for execution, which
      shall constitute a binding agreement as of the date first above
      written.

    


    Thank
      you.  We look forward to a mutually rewarding
      relationship.

     

    


    NORTHERN
      PROFESSIONAL ADVISORS, INC.

    


     

    
      By:______________________________

    

    Name:
      Michael J. Bongiovanni, CPA

    Title:
      Chief Executive Officer

    


    AGREED
      TO
      AND ACCEPTED

    AS
      OF
      MARCH 10, 2007:

    


    SALON
      CITY, INC.

    


    


    By:______________________________

    Name:
      Steven Casciola, President

    


    
      
         

      

      
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    EXHIBIT
      A: INDEMNIFICATION

    


    The
      Entity agrees to indemnify NPA, its employees, directors, officers, agents,
      affiliates, and each person, if any, who controls it within the meaning of
      either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
      Securities Act of 1933 (each such person, including NPA is referred to as
      "Indemnified Party") from and against any losses, claims, damages and
      liabilities, joint or several (including all legal or other expenses reasonably
      incurred by an Indemnified Party in connection with the preparation for or
      defense of any threatened or pending claim, action or proceeding, whether or
      not
      resulting in any liability) ("Damages"), to which such Indemnified Party, in
      connection with providing its services or arising out of its engagement
      hereunder, may become subject under any applicable Federal or state law or
      otherwise, including but not limited to liability or loss (i) caused by or
      arising out of an untrue statement or an alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact necessary in
      order
      to make a statement not misleading in light of the circumstances under which
      it
      was made, (ii) caused by or arising out of any act or failure to act, or (iii)
      arising out of NPA's engagement or the rendering by any Indemnified Party of
      its
      services under this Agreement; provided, however, that the Entity will not
      be
      liable to the Indemnified Party hereunder to the extent that any Damages are
      found in a final non-appealable judgment by a court of competent jurisdiction
      to
      have resulted from the gross negligence or willful misconduct of the Indemnified
      Party seeking indemnification hereunder.

    


    These
      indemnification provisions shall be in addition to any liability which the
      Entity may otherwise have to any Indemnified Party.

    


    If
      for
      any reason, other than a final non-appealable judgment finding an Indemnified
      Party liable for Damages for its gross negligence or willful misconduct the
      foregoing indemnity is unavailable to an Indemnified Party or insufficient
      to
      hold an Indemnified Party harmless, then the Entity shall contribute to the
      amount paid or payable by an Indemnified Party as a result of such Damages
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by the Entity and its shareholders on the one hand and the Indemnified
      Party on the other, but also the relative fault of the Entity and the
      Indemnified Party as well as any relevant equitable considerations.

    


    Promptly
      after receipt by the Indemnified Party of notice of any claim or of the
      commencement of any action in respect of which indemnity may be sought, the
      Indemnified Party will notify the Entity in writing of the receipt or
      commencement thereof and the Entity shall have the right to assume the defense
      of such claim or action (including the employment of counsel reasonably
      satisfactory to the Indemnified Party and the payment of fees and expenses
      of
      such counsel), provided that the Indemnified Party shall have the right to
      control its defense if, in the opinion of its counsel, the Indemnified Party's
      defense is unique or separate to it as the case may be, as opposed to a defense
      pertaining to the Entity.  In any event, the Indemnified Party shall
      have the right to retain counsel reasonably satisfactory to the Entity, at
      the
      Entity's sole expense, to represent it in any claim or action in respect of
      which indemnity may be sought and agrees to cooperate with the Entity and the
      Entity's counsel in the defense of such claim or action.  In the event
      that the Entity does not promptly assume the defense of a claim or action,
      the
      Indemnified Party shall have the right to employ counsel to defend such claim
      or
      action. Any obligation pursuant to this Annex shall survive the termination
      or
      expiration of the Agreement.

     

    
      
         

      

      
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