-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELVdTXVrpnkwQSE2yZ1eoHrZXew1CnWGPNL8+aWM7uHPf4yQMToZytIx4tqKRvmP tR+U0mRIpsd6swLh1Z0Pgw== 0001121282-01-500029.txt : 20010823 0001121282-01-500029.hdr.sgml : 20010823 ACCESSION NUMBER: 0001121282-01-500029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010821 EFFECTIVENESS DATE: 20010821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAUTYMERCHANT COM INC CENTRAL INDEX KEY: 0000821524 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133422912 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68112 FILM NUMBER: 1720935 BUSINESS ADDRESS: STREET 1: 4818 WEST COMMERICAL BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33319 BUSINESS PHONE: 9547335785 MAIL ADDRESS: STREET 1: 4818 WEST COMMERICAL BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33319 FORMER COMPANY: FORMER CONFORMED NAME: ATR INDUSTRIES INC/NV/ DATE OF NAME CHANGE: 19990427 FORMER COMPANY: FORMER CONFORMED NAME: TRI CAPITAL CORP /NV/ DATE OF NAME CHANGE: 19880427 S-8 1 doc1.txt As filed with the Securities and Exchange Commission on August 20, 2001 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NATIONAL BEAUTY CORP. (Exact Name of Company as Specified in its Charter) Nevada 13-3422912 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 4818 W. Commercial Blvd. Ft. Lauderdale Florida 33319 (Address of principal executive offices) (Zip code) Company's telephone number, including area code: (954) 717-8680 ----------------------------------------------------------------------- National Beauty Corp. 2001 Stock Plan (Full title of the plan) ----------------------------------------------------------------------- Capitol Document Services 202 South Minnesota Street Carson City, NV 89703 (Name and address of agent for service) (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------------------------------------------------------- Copy to: Hamilton, Lehrer & Dargan, P.A. Attn: Brenda Lee Hamilton, Esquire 555 South Federal Highway, Suite 270 Boca Raton, Florida 33432 (561) 416-8956 ----------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
==================== ================= ==================== ================== =================== Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered(1) offering price per aggregate offering registration fee share(2) price Common stock par value $.001 per 210,000 $3.40 $714,000 $178.50 share ==================== ================= ==================== ================== =================== Total 210,000 $3.40 $714,000 $178.50
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act")the number of shares of common stock, par value $.001 per share (the "Common Stock") of National Beauty Corp., which we are registering shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions. (2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 (the "Securities Act"). Based upon the average of the bid and ask of our Common Stock on August 14, 2001 as listed on the Over the Counter Bulletin Board. PART I Item 1. Plan Information. We will provide the information specified in Item 1 of Rule 428 of the Securities Act of 1933 to each plan participant. We are not filing these documents as part of this registration statement or as prospectuses or prospectus supplements in accordance with the rules and regulations of the Securities and Exchange Commission. Item 2. Company Information and Annual Plan Information. We will provide the information specified in Item 1 of Rule 428(b) of the Securities Act of 1933 to each plan participant. We are not filing these documents as part of this registration statement or as prospectuses or prospectus supplements in accordance with the rules and regulations of the Securities and Exchange Commission. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE We have filed with the Securities and Exchange Commission (the "Commission") the following documents which are incorporated by reference into this Registration Statement: (a) Our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000, which was filed with the Securities and Exchange Commission on April 2, 2001; (b) Our Quarterly Report on Form 10-QSB for the quarter ending March 31, 2001,which was filed with the Securities and Exchange Commission on May 11,2001, and our Quarterly Report on Form 10-QSB for the quarter ending June 30, 2001, which was filed with the Securities and Exchange Commission on August 14, 2001; (c) Our Articles of Incorporation and Amendments thereto, and our Bylaws; (d) Our Form 10-SB, specifically including the description of the Company's class of securities registered in the Form 10-SB, as amended, which was effective under the Exchange Act as of August 23, 1999. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposed of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. (e) In addition, all documents which we filed with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. DESCRIPTION OF SECURITIES The class of securities to be offered hereby is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. We are authorized to issue 100,000,000 shares of common stock, of which 573,000 shares are issued and outstanding. We have 24 holders of our common stock. We are authorized to issue 50,000,000 shares of preferred stock, of which 950,000 shares are issued and outstanding. These preferred shares are convertible at anytime into 9,500,000 shares of our common stock. We have two holders of our preferred stock. 475,000 shares of our preferred stock are held by Ed Roth our president and director and 475,000 shares of our preferred stock are held by Alisha Roth our Vice-President and Director. Each share of preferred stock is convertible into 10 shares of common stock . Upon conversion of these outstanding preferred shares, the common stock held by our shareholders diluted and their percentage of ownership of our common stock will be reduced. Any shares of common stock not issued as a result of conversion of the preferred shares are not subject to adjustment be reason of reverse or forward stock splits of the company's common stock. Holders of our common stock are entitled to one vote per share on each matter submitted to vote at any meeting of shareholders. Shares of common stock do not carry cumulative voting rights and therefore, holders of a majority of the outstanding shares of common stock will be able to elect the entire board of directors and, if they do so, minority shareholders would not be able to elect any members to the board of directors. Our Board of Directors has authority, without action by our shareholders, to issue all or any portion of the authorized but unissued shares of common stock, which would reduce their percentage of ownership of our common stock and which would dilute the book value of the common stock. Our shareholders have no preemptive rights to acquire additional shares of common stock. Our common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation, the holders of shares of common stock are entitled to share equally in corporate assets after the satisfaction of all liabilities. Holders of common stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. During the last two fiscal years, we have not paid cash dividends on our common stock and we do not anticipate that we will pay cash dividends inthe foreseeable future. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the securities offered hereby has been passed upon by Hamilton, Lehrer & Dargan, P.A. Members of Hamilton, Lehrer & Dargan, P.A. hold 10,000 shares of our common stock. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS We shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Nevada, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer, or served any other enterprise as director, officer or employee at our request. The Board of Directors, in its discretion, shall have the power on our behalf to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee. Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada corporations may limit, through indemnification, the personal liability of their directors or officers in actions, claims or proceedings brought against such person by reason of that person's current or former status as an officer or director of the corporation. We may indemnify our directors or officers if the person acted in good faith and in a manner the person reasonably believed was, at least, not opposed to the best interests of the corporation. In the event of a criminal action or proceeding, indemnification is not available if the person had reasonable cause to believe their action was unlawful. Further, in an action brought by us or in our right, if the person, after exhaustion of all appeals, is found to be liable to us, or if the person makes payment to us in settlement of the action, indemnification is available only to the extent a court of competent jurisdiction determines the person is fairly and reasonably entitled to indemnification. Such discretionary indemnification is available only as authorized on a case-by-case basis by: (1) the stockholders; (2) a majority of a quorum of the Board of Directors consisting of members of the Board who were not parties to the action, suit or proceeding; (3) if a majority of a quorum of the Board of Directors consisting of members of the board who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (4) if a quorum of the Board of Directors consisting of members of the Board who were not parties to the action cannot be obtained, by independent legal counsel in a written opinion. To the extent that our director or officer is successful in defending against an action, suit or proceeding brought against that person as a result of his/her current or former status as an officer or director, we must indemnify the person against all expenses actually and reasonably incurred by the person in connection with his/her defense. Nevada law also allows Nevada corporations to advance expenses of officers and directors incurred in defending a civil or criminal action as they are incurred, upon receipt of an undertaking by or on behalf of the director or officer to repay such expenses if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation because such officer or director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Section 78.751 of the NRS provides that any indemnification provided for by NRS 78.7502 (by court order or otherwise) shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors or officers who have ceased to hold such positions and to their heirs, executors and administrators. Section 78.752 of the NRS allows corporations to provide insurance, or other financial arrangements such as a program of self-insurance, for their directors or officers. Such insurance may provide coverage for any liability asserted against the person and liability and expenses incurred by the person in his/her capacity as a director or officer or arising out of their status as such, whether or not the corporation has the authority to indemnify the person against such liability and expenses. However, no financial arrangement made under Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court. Our By-laws provide for the indemnification of our directors and officers to the maximum extent provided by law. It is the position of the SEC and certain state securities administrators that any attempt to limit the liability of persons controlling an issuer under the federal securities laws or state securities laws is contrary to public policy and therefore unenforceable. Item 8. EXHIBITS Exhibit No. Description of Exhibits - ------------ ------------------------- 5 Opinion of Hamilton, Lehrer & Dargan, P.A. 10.1 National Beauty Corp Non-qualified 2001 Stock Plan 10.2 Agreement with Hamilton, Lehrer & Dargan, P.A. 23.2 Consent of Perella & Associates, CPA Item 9. UNDERTAKINGS We hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. We undertake the above, provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by this paragraphs is contained in periodic reports filed by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each of our annual reports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Item 310(b) of Registration S-B is not set forth in the prospectus, to deliver, or cause to be delivered, to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (6) To deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, a copy of the Company's annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registration shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If our last fiscal year ended within 120 days prior to the use of the prospectus, our annual report for the preceding fiscal year may be so delivered, but within such 120-day period the annual report for the last fiscal year will be furnished to each such employee. (7) To transmit or cause to be transmitted to all employees participating in the Plans who do not otherwise receive such material as our stockholders, at the time and in the manner such material is sent to our stockholders, copies of all reports, proxy statements and other communications distributed to our stockholders generally. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing the Registration Statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Laurderdale, State of Florida National Beauty Corp. (Company) By: /s/ Ed Roth ------------- Ed Roth, President and Chief Executive Officer------Dated August 16, 2001 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. By: /s/ Alisha Roth- Director-------Dated August 16, 2001 ----------------- Alisha Roth-Director By: /s/ Mike Bongiovani- Director----------Dated August 16, 2001 --------------------- Mike Bongiovani-Director EX-5 3 doc2.txt OPINION OF HAMILTON, LEHRER AND DARGAN EXHIBIT 5 Combined Opinion and Consent of HAMILTON, LEHRER & DARGAN, P.A August 15, 2001 National Beauty Corp 4818 West Commercial Blvd. Fort Lauderdale, Florida 33319 Re: National Beauty Corp Registration on Form S-8. Gentlemen: We have acted as counsel to National Beauty Corp., a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 as amended (the "Act") of the Company's Registration Statement on Form S-8, relating to the registration under the Act of an aggregate of 210,000 shares of the Company's Common Stock, $.001 par value (the "Common Stock"). In rendering this opinion, we have reviewed the Registration Statement on Form S-8, as well as a copy of the Certificate of Incorporation of the Company, as amended, and the By-Laws of the Company. We have also reviewed the 2001 Stock Plan and such statutes and judicial precedents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. Based on the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that: (1) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Nevada; (2) The 210,000 shares of Common Stock being registered in the Registration Statement will be legally issued, fully paid and non-assessable; and (3) This opinion is limited to the General Corporation Law and the Constitution of the State of Nevada and we express no opinion with respect to the laws of any other jurisdiction. We consent to your filing this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. Very truly yours, /s/ Brenda Hamilton, Esquire -------------------------- Brenda Hamilton, Esquire For the Firm EX-10.1 4 doc3.txt NON-QUALIFIED 2001 STOCK PLAN 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 - ---- ------------- ------------- 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 - ----------------------------- Brenda Hamilton, Esquire NATIONAL BEAUTY CORP. /s/ Ed Roth - ------------- By: Ed Roth, President EX-10.2 5 doc4.txt AGREEMENT WITH HAMILTON, LEHRER AND SMAR Exhibit 10.2 Agreement with Hamilton, Lehrer & Dargan, P.A. ATTORNEY FEE AGREEMENT ---------------------- THIS AGREEMENT made this 13th day of August 2001, by and between National Beauty Corp. (hereinafter "CLIENT"), and Hamilton, Lehrer & Dargan, P.A., (hereinafter ATTORNEY). 1. CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law regarding Corporate/Securities related matters and authorizes and empowers ATTORNEY to do all things reasonably necessary to complete corporate and securities transactions with CLIENT'S consent (other than in connection with capital raising transactions) until October 31, 2001 including specifically: i) review of corporate documents; ii) preparation of 8-K; and iii) review and assistance in the preparation of 10Q for the period ended June 30, 2001. 2. On the basis of the time expended by ATTORNEY, ATTORNEY's fee shall be 10,000 shares of common stock of National Beauty Corp All referenced shares shall be registered pursuant to a Registration Statement on Form S-8. CLIENT shall also be responsible for costs incurred including, but not limited to, long distance phone calls, transcripts, photocopies, postage, filing fees, and costs of newspaper publications. Advanced costs that are not expended during the course of the representation are to be returned to the client at the conclusion of the representation, unless ATTORNEY and CLIENT agree otherwise in writing. 3. All legal services will be performed by the ATTORNEY after consultation and authorization from the CLIENT. 4. BY EXECUTING THIS AGREEMENT, COMPANY ACKNOWLEDGES THAT THE SERVICES TO BE RENDERED HEREBY ARE NOT IN CONNECTION WITH THE OFFER OR SALE OF SECURITIES IN A CAPITAL RAISING TRANSACTION AND DO NOT DIRECTLY OR INDIRECTLY PROMOTE OR MAINTAIN A MARKET FOR THE SECURITIES OF THE COMPANY. 5. All payments for fees and expenses are due upon presentation of invoices. 6. The ATTORNEY is authorized to take all actions, which the ATTORNEY deems advisable on behalf of the CLIENT. The ATTORNEY agrees to notify the Company promptly of all significant developments in regard to representation of the CLIENT. 7. CLIENT will fully cooperate with the ATTORNEY and provide all information known to the CLIENT or available to the Company, which, in the opinion of the ATTORNEY, would aid the ATTORNEY in representing the CLIENT. 8. The ATTORNEY agrees to use its best efforts in representing the Company. 9. This writing with exhibits includes the entire agreement between the CLIENT and the ATTORNEY regarding this matter. This Plan can only be modified with another written agreement signed by the CLIENT and the ATTORNEY. This Plan shall be binding upon the CLIENT and the ATTORNEY and their respective heirs, legal representatives and successors in interest. 10. CLIENT understands and agrees that ATTORNEY has made no guarantee regarding the successful outcome or termination of the engagement and all expressions pertaining thereto are matters of opinion. Should it be necessary to institute legal proceedings for the collection of any part of the ATTORNEY'S compensation or costs as set forth above, then CLIENT agrees to pay all court costs and reasonable attorneys fees with regard to the collection of same. IN WITNESS WHEREOF, the parties have executed this Agreement the date first mentioned above. ACCEPTED: Hamilton, Lehrer & Dargan, P.A. National Beauty Corp. By: /s/ Brenda Hamilton By: /s/Ed Roth President ------------------- ----------------------- Brenda Hamilton Atty. Ed Roth-President EX-23 6 doc5.txt CONSENT OF EXPERTS EXHIBIT 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation of our report dated March 12, 2001 relating to the financial statements of National Beauty Corp in the S-8 registration statement dated on August 16, 2001. Perrella & Associates, P.A. Pompano Beach, Florida August 20, 2001 -----END PRIVACY-ENHANCED MESSAGE-----