10.3 Investor Relations/Consulting Services Agreement with 3rd Millenium
Management LLC
3RD MILLENNIUM MANAGEMENT, LLC
ONE NEWARK POMPTION TURNPIKE
WANE, NJ 07470
PH: 973-244-7800
FAX: 973-439-6900
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement") dated as of November 1st, 2002 between
NATIONAL BEAUTY CORP (the "Client") located at 4818 West Commercial Blvd, Ft.
Lauderdale, FL 33319 and 3rd Millennium Management, LLC (the "Consultant"). The
Client is a publicly traded company whose stock trades under the symbol NBEU on
the OTC BB.
W I T N E S S E T H
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WHEREAS, the Client desires to receive advisory services from the Consultant in
connection with:
(A) Drive investor awareness to the Client and introduce the Client to
financial institutions, brokers and investors for the purpose of encouraging
investment in the common stock of the Client;
(B) Make the Client's name and business better known to its shareholders,
investors, brokerage houses, potential investors and various media with a goal
of creating a share price that more accurately reflects the value of the Client
business and establishing a liquid market for the common shares of the Client;
(C) Conduct marketing programs to generate brand recognition.
(D) Develop awareness programs for the common stock of the Client to
dramatically increase the exposure of the Client in the investment community.
(E) Introduce the Client to strategic partners and potential
acquisition/merger partners that will enhance the business of the Client;
(F) Support the long term share price appreciation of the Client by a
comprehensive broker outreach program designed to add new shareholders and
develop new interest in the Client's common stock;
(G) Develop and implement a targeted strategic investor communications
program that will serve to gain the recognition of the Client so as to
accomplish the goals listed above.
(Collectively, the "Objectives").
WHEREAS, the Consultant has an established track record explaining businesses to
the investment community and has past experience developing strategic
communications components to enhance shareholder value. The Consultant has
network of quality retail brokers - an audience capable of providing both near
term share demand and loyally supporting the stock over a period of time.
WHEREAS, CLIENT requires these services and desires to employ and/or retain
CONSULTANT to provide such services as an independent contractor, and CONSULTANT
is agreeable to such a relationship and/or arrangement, and the parties desire a
written document formalizing and defining their relationship and evidencing the
terms of their agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements, and
upon the terms and agreements, and subject to the conditions hereinafter set
forth, the parties do hereby covenant and agree as follows:
1. RETENTION OF CONSULTANT. The Client engages the Consultant, and the
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Consultant accepts such engagement, subject to the terms and conditions of this
Agreement. The Consultant shall provide said services as an independent
contractor, and not as an employee of Client. The Consultant has no authority to
bind the Client to any legal action, contract, agreement, or purchase, and such
action can not be construed to be made in good faith or with the acceptance of
the Client; thereby becoming the sole responsibility of Consultant. The
Consultant is not entitled to any medical coverage, life insurance, savings
plans, health insurance, or any and all other benefits afforded Client
employees. Consultant shall be solely responsible for any Federal, State, or
Local Taxes.
2. ALLOCATION OF TIME AND ENERGIES. The Consultant hereby promises to
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perform and faithfully discharge the responsibilities that may be assigned to
the Consultant from time to time by the officers and duly authorized
representatives of the Client in connection with the conduct of its financial
and corporate activities as per the duties outlined, so long as such activities
are in compliance with applicable securities laws and regulations. Consultant
and staff shall diligently and thoroughly provide the consulting services
required hereunder. Although no specific hours per day requirement will be
required, Consultant and the Client agree that Consultant will perform the
duties set forth herein above in a diligent and professional manner. The parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the benefits to be received by the Client are expected to occur
within or shortly thereafter the effectiveness of this agreement.
The Client can judge the Consultant's effectiveness based on three variables:
(A) ACTIVITY: 200 new broker and investor contacts per month with the
following purpose in mind; (i) phone introduction and begin introduction, (ii)
gather investor perception feedback and schedule follow up contact and (iii)
continued follow up with interested investors and tracking and management of
prospective investors until conversion or indication of disinterest.
(B) PERFORMANCE: (i) summarize activity with and interest level of new
contacts, (ii) drive investors to Client's IR page to view or opt-in or call to
request information, and (iii) investment in the Client's company
(C) RESULTS: the Consultant will drive at least a 10% increase in investor
information requests to be (e) mailed each month, compounded upon each prior
month. The baseline will the current activity level and the IR links need to be
moved to a prominent location. E-mail investor fact sheet to high interest
prospects - month one 40-60, month two - 50-70 and month three - 60-80.
3. TERMINATION. The Client will have the right to cancel this agreement at
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any time by giving the consultant fifteen (15) days written notification by fax
to the number listed above, stating that the Client no longer requires the
services offered by the Consultant. However, the Client may terminate the
agreement in its sole discretion immediately should the Consultant violate or
propose to violate any applicable federal or state law, rule or regulation or
for non-performance. If the Contract is terminated for non-performance under
this agreement, no further compensation shall be payable and any options or
bonuses that have not been exercised or paid will be terminated or eliminated.
4. EXPENSES. No expenses will be paid unless pre-approved from an
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authorized signing officer of the Client was obtained prior to incurring any
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expenses.
5. COMPENSATION. For services rendered by the Consultant pursuant to this
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Agreement, the Client shall pay Consultant the following:
(A) Payment of $6,000 per month upon receipt of a valid and detailed invoice
outlining the work to be performed for the Client for that period and stating
the results of the previous month's work. The Consultant will invoice the Client
on a monthly basis and the Client will pay the monthly retainer within 7 days of
the first day of the respective month of service. The Consultant will not be
required to render, nor will the client be expected to pay for, time incurred in
excess of the monthly retainer fee without prior written consent of the Client.
(B) Bonuses: the Consultant will receive a bonus of 1,000,000 restricted
shares upon execution of this contract. It is agreed by both parties that the
shares will be issued with piggyback registration rights.
(C) Finder's fee: If the Consultant is instrumental in arranging a financing
for the Client in a structure that is compatible with the objectives of the
Client they will be entitled to a finders' fee which will be negotiated
separately by both parties prior to culminating the financing
This constitutes all of the fees payable under this agreement.
6. TERM. This Agreement shall be for a term commencing on the date hereof
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and ending six (6) months from said date and may be extended as needed.
7. ENTIRE AGREEMENT: AMENDMENTS. This Agreement contains the entire
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agreement and understanding between the parties and supersedes and preempts any
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prior understandings or agreements, whether written or oral. The provisions of
this Agreement may be amended or waived only with the prior written consent of
the Client and the Consultant
8. NOTICES. Any notices required or permitted to be given under this
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Agreement shall be sufficient if in writing and delivered or sent by fax to the
number listed in this agreement.
9. APPLICABLE LAW. It is the intention of the parties hereto that this
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Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Nevada. Any action, special proceeding or other proceedings that
may be brought arising out of, in connection with or by reason of this
Agreement, shall be brought only in a court of competent jurisdiction within the
State of Nevada, and each party hereby irrevocably consents to the jurisdiction
of any such court.
AGREED AND ACCEPTED AS AT THE DATE MENTIONED ABOVE BY:
3RD MILLENNIUM MANAGEMENT, LLC.
By:
Name: Dave Wood
Title: President
NATIONAL BEAUTY CORP
By:
Name: Ed Roth
Title: President