EXHIBIT 10.1
National Beauty Corp Non-qualified 2001 Stock Plan
THIS CONSULTING SERVICES PLAN (the "Plan") is made as of the 15th day of August
2001 between National Beauty Corp. a Nevada Corporation (the "Company"), for the
Officers, Directors and Consultants below (the "Consultants").
R E C I T A L S:
The Company is under agreement to grant ("Consulting Agreements"), and the
Consultants, Officers and Directors are to receive, as compensation for services
provided to the Company, shares of the common stock of the Company (the "Common
Stock"), pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions herein, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Grant of Shares. The Company hereby grants to the Consultants the
following shares of Common Stock (the "Shares") in the Company.
Name # of Shares Service Type
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Brenda Hamilton 10,000 legal services
Ed Roth 200,000 Service as
President and Director
2. Services. Consultants, Officers and Directors have been engaged by the
Company in their respective Agreements.
3. Compensation. Consultants, Officers and Directors compensation is the
Shares identified herein. The parties agree the Shares are valued at $.___
each. Consultants, Officers and Directors are responsible for all income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8 Registration
Statement dated August 16 2001.
5. Delivery of Shares. The Company shall deliver to the Consultant a certificate
representing 10,000 shares to Brenda Hamilton. The Company shall deliver a
certificate representing 200,000 shares to its president and director, Ed Roth.
6. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any other
party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent of
all of the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be Palm Beach
County, Florida.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto without
the prior written consent of the other parties hereto, except as otherwise
provided herein. This Plan shall be binding upon and for the benefit of the
parties hereto and their respective heirs, permitted successors, assigns and/or
delegates.
10. Integration and Captions. This Plan includes the entire understanding
of the parties hereto with respect to the subject matter hereof. The captions
herein are for convenience and shall not control the interpretation of this
Plan.
11. Legal Representation. Each party has been represented by independent
legal counsel in connection with this Plan, or each has had the opportunity to
obtain independent legal counsel and has waived such right, and no tax advice
has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the
opportunity to review, negotiate and approve all of the provisions of this Plan.
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth herein above.
14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties hereto, shall
control all typewritten provisions in conflict therewith.
15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees, costs,
and expenses incurred by each such party incident to this Plan.
16. Consents and Authorizations. By the execution herein below, each party
acknowledges and agrees that each such party has the full right, power, legal
capacity and authority to enter into this Plan, and the same constitutes a valid
and legally binding Plan of each such party in accordance with the terms,
conditions and other provisions contained herein.
17. Gender and Number. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
18. Severability. In the event any one or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
19. Counterparts. This Plan may be executed in counterparts.
20. Facsimile. This Plan may be executed by facsimile.
/s/Brenda Hamilton, Esquire
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Brenda Hamilton, Esquire
NATIONAL BEAUTY CORP.
/s/ Ed Roth
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By: Ed Roth, President