EXHIBIT 10.3 CONSULTING AGREEMENT WITH RICHARD MCCAFFREY
CONSULTING AGREEMENT
AGREEMENT made as of the 20th day of December, 2001 by and between National
Beauty Corp., maintaining its principal offices at 4818 W. Commercial Blvd., Ft.
Lauderdale, Fl 33319 (hereinafter referred to as "Client") and Richard McCaffrey
maintaining his principal offices at 71 Twin Oaks Village, Mansfield, MA 02048
(hereinafter referred as "Mr. McCaffrey").
W I T N E S S E T H :
WHEREAS, Mr .Mc Caffrey is engaged in the business of business consulting
services and has knowledge, expertise and personnel to render the requisite
services to Client;
WHEREAS, Client is desirous of retaining Mr. McCaffrey for the purpose of
obtaining these services so as to better, more fully and more effectively
advance its business plan and improve its management style.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of Mr.McCaffrey. Client herewith engages Mr.McCaffrey
and Mr.McCaffrey agrees to render to Client business consulting services.
A. The consulting services to be provided by the Mr.McCaffrey shall
include, but are not limited to, the development, implementation and maintenance
of a sound business plan and management style. Client acknowledges that
Mr.McCaffrey's ability to relate information regarding Client's activities is
directly related to the information provided by Client to Mr.McCaffrey.
B. Client acknowledges that Mr.McCaffrey will devote such time as
is reasonably necessary to perform the services for Client, having due regard
for Mr.McCaffrey's commitments and obligations to other businesses for which it
performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay Mr.McCaffrey, as compensation for the services
provided for in this Agreement and as reimbursement for expenses incurred by
Mr.McCaffrey on Client's behalf, in the manner set forth in All expenses will be
pre-approved by client in writing.
Term and Termination. This Agreement shall be for a period of three
commencing December 20, 2001 and terminating March 20, 2002. If the Client does
not cancel the contract during the term, the contract will be automatically
extended for an three months. Either party hereto shall have the right to
terminate this Agreement upon 3 days prior written notice to the other party
Treatment of Confidential Information. Mr.McCaffrey shall not
disclose, without the consent of Client, any financial and business information
concerning the business, affairs, plans and programs of Client which are
delivered by Client to Mr.McCaffrey in connection with Mr.McCaffrey's services
hereunder, provided such information is plainly and prominently marked in
writing by Client as being confidential (the "Confidential Information").
Representation by Mr.McCaffrey of other clients. Client acknowledges
and consents to Mr. McCaffrey business consultation services to other clients
of the Mr.McCaffrey engaged in the same or similar business as that of Client.
Indemnification by Client as to Information Provided to Mr.McCaffrey.
Client acknowledges that Mr.McCaffrey, in the performance of its duties, will be
required to rely upon the accuracy and completeness of information supplied to
it by Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Mr.McCaffrey, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Mr McCaffrey.
Independent Contractor. It is expressly agreed that Mr McCaffrey is
acting as an independent contractor in performing its services hereunder.
Client shall carry no workers compensation insurance or any health or accident
insurance on Mr.McCaffrey or consultant's employees. Client shall not pay any
contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party.
Notices. Any notice to be given by either party to the other
hereunder shall be sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to such party at the address specified
on the first page of this Agreement or such other address as either party may
have given to the other in writing.
Entire Agreement. The within agreement contains the entire agreement
and understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
Modification and Waiver. This Agreement may not be altered or
modified except by writing signed by each of the respective parties hereof. No
breach or violation of this Agreement shall be waived except in writing executed
by the party granting such waiver.
Law to Govern; Forum for Disputes. This Agreement shall be governed by the laws
of the Commonwealth of Massachusetts without giving effect to the principle of
conflict of laws. Each party acknowledges to the other that courts within the
City of Boston, Massachusetts shall be the sole and exclusive forum to
adjudicate any disputes arising under this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
By: /s/Richard McCaffrey
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Richard McCaffrey
National Beauty Corp.
By: /s/Edward Roth
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Edward Roth, President
SCHEDULE A-1
PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by Company during the term of
the Agreement, Client shall pay to Mr.McCaffrey the sum of One hundred Ninety
Thousand shares for services, which shall be issued through an S-8 registration,
said shares will be prorated and issued monthly. With payment of Eighty thousand
shares upon signing of agreement.
B. Client shall also reimburse Mr.McCaffrey for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Mr.McCaffrey shall not incur any expense for any single item either
verbally or written except upon the prior approval of the Client. Mr. McCaffrey
agrees that any travel, entertainment or other expense which it may incur and
which may be referable to more than one of its clients (including Client) will
be prorated among the clients for whom such expense has been incurred.
By: /s/ Richard McCaffrey
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Richard McCaffrey
National Beauty Corp.
By: /s/ Edward Roth
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Edward Roth, CEO