Exhibit
10.3

    SERVICES
AGREEMENT

    


    This
Services Agreement (this “Agreement”) is made and entered into as of the date of
the last signature below, effective May 17, 2010  by and between
Elsinore Services, Inc., a Delaware corporation (“Client"), and FaceTime
Strategy LLC, a Virginia limited liability company (“FaceTime”), and provides as
follows:

    


    Recitals:

    


    A.          FaceTime
is in the business of marketing, public relations, developing and maintaining
databases, providing comprehensive analysis and reporting, facilitation of
direct mail and email, and consultation for strategic direction for its
clients.

    


    B.           Client
desires to have FaceTime provide a variety of Services (as defined below) as
more fully described herein, including utilizing FaceTime’s proprietary “Market
Master” system (“Market Master”).

    


    C.           In
the course of performing such services, the parties expect to acquire knowledge
of Confidential Information (as defined below) of the other party.

    


    D.          The
parties desire to enter into this Agreement in order to define the scope of the
Services, and to protect the Confidential Information of both parties from
unauthorized disclosure or use, all as more clearly set forth
herein.

    


    Terms of
Agreement:

    


    NOW,
THEREFORE, for and in consideration of the Recitals, the mutual covenants, terms
and conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is agreed as follows:

    


    
      	
              1.

            	
              Services.

            


    

    


    
      	
            	
              1.1.

            	
              Statement of
      Services.  FaceTime will furnish services and advice to
      Client in accordance with the Statement of Services (the “Statement”)
      attached as Exhibit A and
      incorporated by this reference.

            


    

    


    
      	
            	
              1.2.

            	
              Independent
      Contractor.  FaceTime is in all matters relating to this
      Agreement an independent contractor and not an employee of
      Client.

            


    

    


    
      	
            	
              1.3.

            	
              No Client
      Authority.   Except as authorized in writing,
      FaceTime has no power or authority to act for, represent, or bind Client,
      its successors or assigns, in any
manner.

            


    

    


    
      	
            	
              1.4.

            	
              Suspension for
      Non-Payment.  Should any funds due to FaceTime under this
      Agreement remain unpaid for more than ten (10) days following the due date
      as set forth in Section 2 below, FaceTime may, in its sole discretion,
      suspend the performance of all Services and withhold Client’s access to
      Market Master.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Compensation.

            


    

    


    
      	
               
      

            	
              2.1

            	
              Total
      Compensation.  FaceTime will be compensated for the
      project as identified in exhibit A, on terms and in the amounts set forth
      in the Statement.

            


    

    


    
      	
               
      

            	
              2.2

            	
              Payment
      Terms.  Unless otherwise set forth on the Statement,
      payment shall be due on the first (1st)
      day of each calendar month, in advance, with payment for any partial
      months at the start or end of the Term prorated
    accordingly.

            


    

    


    
      	
               
      

            	
              2.3

            	
              Payment
      Amount.  Unless otherwise set forth on the Statement,
      each monthly payment amount shall
be

            


    

    


    
      	
               
      

            	
              2.3.1

            	
              Phase
      1:

            	
              One
      time fee $60,000.00; Monthly maintenance fee
  $2,500.00

            


    

    
      	
               
      

            	
              2.3.2

            	
              Phase
      2:

            	
              One
      time marketing kit fee $25,000; Monthly maintenance fee
      $2,500.00

            


    

    
      	
               
      

            	
              2.3.3

            	
              Phase
      3:

            	
              Monthly
      maintenance fee $1,000.00

            


    

    


    
      	
               
      

            	
              2.4

            	
              Commencement of
      Services. The services under the three various phases shall
      commence upon mutual agreement.

            


    

    


    
      	
               
      

            	
              2.5

            	
              Late
      Payments.  Amounts remaining unpaid more than ten (10)
      days following the due date will be charged interest at 1.5% per month
      plus cost of collection.

            


    

    


    
      	
              3.0

            	
              Term.  This
      Agreement shall be effective as of the date of the last signature below
      and shall continue for two (2) years thereafter (the “Term”), and
      automatically renew unless terminated by either party in accordance with
      Section 5 below.

            


    

    


    
      	
              4.0

            	
              Termination.

            


    

    


    
      	
               
      

            	
              4.1

            	
              Procedures.  Either
      party may terminate this Agreement in the event of an uncured default by
      the other party.  In the event of default hereunder, the
      non-defaulting party shall provide written notice to the defaulting party,
      setting forth the circumstances surrounding the default.  The
      defaulting party shall have no fewer than thirty (30) days to cure the
      default, after which the non-defaulting party may terminate this Agreement
      if the default remains uncured.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Following
      Termination.  In the event of termination, the defaulting
      party shall pay to the non-defaulting party all amounts owed up to the
      date of the termination.  Each party’s obligations with regard
      to Market Master, proprietary information and systems, and Confidential
      Information shall be as set forth in Sections 6 and 7 of this Agreement
      and shall survive termination.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              5.0

            	
              Trade Secrets,
      Intellectual Property, and Confidential
  Information

            


    

    


    
      	
               
      

            	
              5.1

            	
              General.  As
      used herein, “Confidential Information” means any trade secret, as that
      term is defined in and construed under the Uniform Trade Secrets Act, that
      is owned by either party or is possessed by a party hereto under an
      agreement of confidentiality with a third person. Confidential Information
      shall also include any other information that is of value to either party
      and is treated as proprietary or
confidential.

            


    

    


    
      	
               
      

            	
              5.2

            	
              Specific
      Inclusions. The following shall be conclusively deemed
      "Confidential Information":

            


    

    


    
      	
               
      

            	
              5.2.1

            	
              The
      software programs and related materials developed by FaceTime and utilized
      in connection with Market Maker, including all source code and object
      code, corrections, improvements, enhancements and derivatives thereof,
      whether prepared by FaceTime or third parties on behalf of
      FaceTime.

            


    

    


    
      	
               
      

            	
              5.3

            	
              Exclusions.  Notwithstanding
      the above provisions of Section 6.2, Confidential Information does not
      include any information that:

            


    

    


    
      	
               
      

            	
              5.3.1

            	
              was
      already known to a party prior to the date of this Agreement as
      established by documentary
evidence;

            


    

    


    
      	
               
      

            	
              5.3.2

            	
              is
      in or has entered the public domain without a breach of this Agreement or
      other wrongful or negligent act of the disclosing
  party;

            


    

    


    
      	
               
      

            	
              5.3.3

            	
              has
      been approved for release by written authorization of the non-disclosing
      party; or

            


    

    


    
      	
               
      

            	
              5.3.4

            	
              is
      required to be disclosed pursuant to final binding order of a governmental
      agency or court of competent jurisdiction, provided that reasonable notice
      of the pendency of such an order and the opportunity to contest it has
      been given.

            


    

    


    
      	
              6.0

            	
              Confidentiality and
      Nondisclosure.

            


    

    


    
      	
               
      

            	
              6.1

            	
              Generally. Both
      parties understand and agree that they will be deemed in a fiduciary
      relationship of confidence and trust with respect to all Confidential
      Information.  Both parties agree to hold all Confidential
      Information in strict confidence and not to disclose such Confidential
      Information to any third party or to use it for any purpose other than the
      purposes described herein.  Both parties agree that they will
      employ all reasonable steps to protect the Confidential Information from
      unauthorized or inadvertent disclosure or use.  Either party may
      disclose Confidential Information to its staff, but only to the extent
      necessary for the purposes described herein.  Both parties shall
      instruct all of their employees and contractors not to disclose such
      Confidential Information to third parties, including consultants, and not
      to use it for any purpose, except as herein authorized, without express
      prior written permission.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.2

            	
              Non-Solicitation.  Both
      parties further agrees that for a period of two (2) years after the Term
      of this Agreement ends, or this Agreement is terminated for any reason,
      neither party shall, either directly or indirectly, solicit (i.e., will
      take no action to encourage, obtain or bring about) the resignation or
      departure of any employees of the other party for the purpose of working
      with or for, or otherwise rendering any services to, the soliciting
      party.

            


    

    


    
      	
               
      

            	
              6.3

            	
              Return of Confidential
      Information.  Immediately following the expiration of the
      Term of this Agreement, or the termination of this Agreement for any
      reason, each party shall deliver to the other all writings, books,
      documents, lists, papers, and other Confidential Information of any form
      whatsoever in such party’s possession, custody or control.  In
      the alternative, and upon agreement between the parties, each party may
      certify in a writing signed by an authorized officer or representative
      that the foregoing have been destroyed and disposed of in a secure
      manner.

            


    

    


    
      	
               
      

            	
              6.4

            	
              Survival.   The
      restrictions set forth in this Section 7 shall apply to any information
      for so long as it remains Confidential
  Information.

            


    

    


    
      	
               
      

            	
              6.5

            	
              Remedies.   Both
      parties acknowledge and agree that, in the event either party violates the
      terms of this Section 7 by engaging in actions that are in breach of the
      terms hereof, such breach will cause the non-violating party irreparable
      and continuing damage and injury for which there is no adequate remedy at
      law.  Each party agrees that, in the event of any such breach,
      in addition to such other relief as it may be entitled to recover, the
      non-violating party shall be entitled to injunctive relief, without the
      necessity of proving actual damages and without posting any injunction
      bond.  In the event of any suit or other action arising out of
      or relating to this Agreement, the party that substantially prevails in
      such action shall be entitled to an award of all of its attorneys’ fees,
      costs and expenses of the action, including without limitation recovery of
      all expert witness fees and
expenses.

            


    

    


    
      	
              7.0

            	
              Results of FaceTime’s
      Services.

            


    

    


    
      	
               
      

            	
              7.1

            	
              Ownership of Results
      of Services.  FaceTime owns, and will be entitled to and
      will own, all the results and proceeds of the Services under this
      Agreement, including, without limitation, all rights throughout the world
      to any copyright, patent, trademark or other right and to all ideas,
      inventions, products, programs, procedures, formats and other materials of
      any kind created or developed or worked on by FaceTime prior to, during,
      or following the Term of this Agreement; the same shall be the sole and
      exclusive property of FaceTime; and Client will not have any right, title
      or interest of any nature or kind therein. Without limiting the foregoing,
      it will be presumed that any copyright, patent, trademark or other right
      and any idea, invention, product, program, procedure, format or material
      created, developed or worked on by FaceTime at any time during the Term of
      this Agreement will be a result or proceed of FaceTime’s services under
      this Agreement.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              7.2

            	
              Remedies.   Client
      acknowledges and agrees that, in the event Client violates the terms of
      this Section 8 by engaging in actions that are in breach of the terms
      hereof, such breach will cause FaceTime irreparable and continuing damage
      and injury for which there is no adequate remedy at law.  Client
      agrees that, in the event of any such breach, in addition to such other
      relief as FaceTime may be entitled to recover, FaceTime shall be entitled
      to injunctive relief, without the necessity of proving actual damages and
      without posting any injunction bond.  In the event of any suit
      or other action arising out of or relating to this Agreement, the party
      that substantially prevails in such action shall be entitled to an award
      of all of its attorneys’ fees, costs and expenses of the action, including
      without limitation recovery of all expert witness fees and
      expenses.

            


    

    


    
      	
              8.0

            	
              Use of FaceTime’s or
      Client’s Name.   Either party may use the name, a
      trademark or service mark of the other party solely for the purpose of
      identifying such party as a client or service provider of the
      other.

            


    

    


    
      	
              9.0

            	
              Taxes and Government
      Fees.  Each party shall pay all taxes and other
      government fees levied upon or in connection with its activities or the
      operation of its affairs, whether sales, property, income taxes or
      otherwise.

            


    

    


    
      	
              10.0

            	
              Miscellaneous.

            


    

    


    
      	
               
      

            	
              10.1

            	
              Indemnification by
      Client.  Client shall indemnify, defend and hold FaceTime
      harmless against all claims arising in favor of any person, firm or
      corporation on account of personal injuries or property damage in any way
      resulting from the acts and/or omissions of Client or its employees,
      agents, or subcontractors.

            


    

    


    
      	
               
      

            	
              10.2

            	
              Indemnification by
      FaceTime.  FaceTime shall indemnify, defend and hold
      Client harmless against all claims arising in favor of any person, firm or
      corporation on account of personal injuries or property damage in any way
      resulting from the acts and/or omissions of FaceTime or its employees,
      agents, or subcontractors.

            


    

    


    
      	
               
      

            	
              10.3

            	
              Representations.  Each
      party represents and warrants that:

            


    

    


    
      	
               
      

            	
              10.3.1

            	
              it
      has all necessary rights and authorization to enter into and perform this
      Agreement;

            


    

    


    
      	
               
      

            	
              10.3.2

            	
              its
      performance of its obligations under this Agreement will not violate any
      legal rights of any third party, including, without limitation, the
      intellectual property rights of any person, firm or entity;
      and

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.3.3

            	
              its
      performance of and payment for its obligations under this Agreement is and
      will at all times be in compliance with the requirements of all applicable
      laws and regulations of all governmental
  authorities.

            


    

    


    
      	
               
      

            	
              10.4

            	
              Modifications.  This
      Agreement constitutes the entire Agreement between the parties hereto, and
      all previous communications between the parties, whether written or oral
      with reference to the subject matter of this Agreement, are hereby
      canceled and superseded.  No modifications of this Agreement
      shall be binding upon the parties hereto, or either of them, unless such
      is in writing and duly signed by the respective parties
      hereto.  It is expressly agreed that the Statement attached
      hereto as Exhibit A may
      be modified if signed by both parties to reflect any changes in the
      services to be provided, or the compensation for such
      services.

            


    

    


    
      	
               
      

            	
              10.5

            	
              Severability.  If
      any part of this Agreement shall be adjudged by any court or other
      tribunal of competent jurisdiction to be invalid, such judgment shall not
      affect or nullify the remainder of this Agreement, which shall be given
      effect in accordance with the manifest intent
  hereof.

            


    

    


    
      	
               
      

            	
              10.6

            	
              Assignment.  This
      Agreement shall not be assignable by either party in the absence of the
      specific written consent of the non-assigning party unless it is an entity
      controlled by the assigning party.

            


    

    


    
      	
               
      

            	
              10.7

            	
              Headings.   All
      headings in this Agreement are for convenience of reference only and shall
      be ignored for purposes of construing and interpreting this
      Agreement.

            


    

    


    
      	
               
      

            	
              10.8

            	
              Counterparts.  This
      Agreement may be executed in counterparts, all of which, taken together,
      shall have the same effect as though all parties had manually executed the
      same document.

            


    

    


    
      	
               
      

            	
              10.9

            	
              Facsimiles.  Any
      copy of this Agreement bearing the signature of a party shall be given the
      same effect as the manually executed original document, regardless of the
      fact that the signature appearing thereon may be a photocopy of the manual
      signature or may be a copy that has been transmitted by
      facsimile.

            


    

    


    
      	
            	
              10.10

            	
              Notice.  Any
      written notice or other written communication given pursuant to this
      Agreement shall be effective when received (by mail, hand delivery,
      facsimile or other method) as
follows:

            


    

    


    
      	
               
      

            	
              10.10.1

            	
              Any
      notice to Client shall be effective when received at the offices of the
      registered agent of Client in the state of its incorporation or by the
      President of the Client at the address
below.

            


    

    


    
      	
               
      

            	
              10.10.2

            	
              Notice
      to FaceTime shall be effective when received at the FaceTime’s current
      address or when actually received by FaceTime through any medium of
      communication.  FaceTime’s current address is indicated
      below.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.10.3

            	
              Either
      party may change its notice address by giving notice of such change to the
      other party in accordance with the notice procedure stated in this
      paragraph.

            


    

    


    
      	
            	
              10.11

            	
              Governing Law;
      Venue.  This Agreement shall be construed and interpreted
      under the laws of the State of Virginia, without regard to the conflict of
      laws provisions thereof.

            


    

    


    
      	
              11.0

            	
              Dispute
      Resolution. Any dispute arising out of or relating to this
      Agreement, its interpretation or the breach, termination or validity of it
      shall be handled as follows:

            


    

    


    
      	
               
      

            	
              11.1

            	
              Mediation. The
      parties agree to attempt to resolve the dispute first by the use of a
      neutral mediator.  If the parties cannot agree on the selection
      of a mediator, each party shall select one mediator and those two
      mediators shall select a third who will hear the dispute.  The
      mediation shall be scheduled within thirty (30) days of one party invoking
      this provision and the costs of mediation will be shared equally by the
      parties.  If a party refuses to mediate, then such party shall
      not be entitled to seek attorneys’ fees or costs in any subsequently filed
      arbitration.

            


    

    


    
      	
               
      

            	
              11.2

            	
              Binding
      Arbitration.  If a matter is not successfully mediated it
      shall be finally settled by binding arbitration conducted expeditiously in
      accordance with the commercial arbitration rules of the American
      Arbitration Association as in effect from time to time, and judgment upon
      the award rendered by the arbitrators may be entered by any court having
      jurisdiction thereof. The arbitrator may order specific performance,
      preliminary and final injunctive relief, and other equitable relief. The
      arbitrator may award attorneys’ fees and other costs and expenses of
      litigation to the substantially prevailing party. The arbitration shall be
      held in Virginia. Notwithstanding anything to the contrary contained
      herein, the provisions of this Section 12.2 shall not apply with regard to
      any equitable remedies to which the Client may be entitled. No party shall
      invoke the arbitration provision until it has first attempted to resolve
      the dispute through mediation.

            


    

    


    (Signature
page follows)


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective on the
date of the last signature below.

    


    
      
        
          	 
      	 
      	
                  FACETIME
      STRATEGY, LLC

                
	 
      	 
      	 
      
	
                  Date:
      May 17, 2010

                	
                  By:

                	
                  /s/ Todd Mason

                
	 
      	
                  Name:

                	
                  William
      Todd Mason

                
	 
      	
                  Title:

                	
                  Chairman
      and Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	
                  Address:

                	
                  3400
      International Drive

                
	 
      	 
      	
                  Suite
      2K-300

                
	 
      	 
      	
                  Washington
      DC 20008-3006

                
	 
      	 
      	 
      
	 
      	 
      	
                  ELSINORE
      SERVICES, INC.

                
	 
      	 
      	 
      
	
                  Date:
      May 17, 2010

                	
                  By:

                	
                  /s/ Arne Dunhem

                
	 
      	
                  Name:

                	
                  Arne
      Dunhem

                
	 
      	
                  Title:

                	
                  Chairman
      and Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	
                  Address:

                	
                  3400
      International Drive

                
	 
      	 
      	
                  Suite
      2K-300

                
	 
      	 
      	
                  Washington
      DC 20008-3006

                


        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    STATEMENT
OF WORK

    


    Below is
an outline of the Statement of Work.

    


    Phase 1

    


    
      	
               
      

            	
              ·

            	
              Upgrade
      and update Client’s web-site to include SEC filing link, press release
      posting and archive, and provide link to Client blog, facebook and twitter
      connections;

            


    

    
      	
               
      

            	
              ·

            	
              Develop,
      create and manage a Client blog
web-site;

            


    

    
      	
               
      

            	
              ·

            	
              Develop,
      create and manage a Client facebook and twitter
  web-site;

            


    

    
      	
               
      

            	
              ·

            	
              Develop
      an email shareholder and follower communication and data base through the
      Clients web-site;

            


    

    
      	
               
      

            	
              ·

            	
              Maintain
      the Client shareholder and follower
Database;

            


    

    
      	
               
      

            	
              ·

            	
              Maintain
      the Client’s web-site;

            


    

    
      	
               
      

            	
              ·

            	
              Review
      the Client’s shareholder and follower Database and provide analysis as
      requested by Client or is generated from internal
  reviews;

            


    

    
      	
               
      

            	
              ·

            	
              Extract
      Client shareholder and follower Database for regular e-mail distribution
      up to 25 times per year;

            


    

    
      	
               
      

            	
              ·

            	
              Extract
      Client shareholder and follower Database for USPS mailings up to 4 times
      per year;

            


    

    
      	
               
      

            	
              ·

            	
              Support
      active shareholder and follower investor relations campaigns
      on-line  to include various investor
  forums;

            


    

    


    Phase 2

    


    
      	
               
      

            	
              ·

            	
              Support
      the preparation of a marketing kit to be used when making marketing
      calls

            


    

    
      	
               
      

            	
              ·

            	
              Communicate
      with supporting vendors in the fulfillment of the Client marketing
      program

            


    

    
      	
               
      

            	
              ·

            	
              Maintain
      software used for customer address
  standardization

            


    

    
      	
               
      

            	
              ·

            	
              Provide
      Client access to the MarketMaster system database management
      system

            


    

    
      	
               
      

            	
              ·

            	
              Review
      the Client Customer Database and provide analysis as requested by Client
      or is generated from internal
reviews

            


    

    
      	
               
      

            	
              ·

            	
              Extract
      Client Customer Database for mailings up to 10 times per year per
      identified Client Customer

            


    

    


    Phase 3

    


    
      	
               
      

            	
              ·

            	
              Run
      NCOA quarterly with Death/Prison/DMA Preference
  annually

            


    

    
      	
               
      

            	
              ·

            	
              Sending
      of 2 Million emails annually

            


    

    
      	
               
      

            	
              ·

            	
              Creation
      of 50 automated landing pages with 200,000 impressions
      annually

            


    

    
      	
               
      

            	
              ·

            	
              Incorporation
      of dynamic content and triggered email
sends

            


    

    
      	
               
      

            	
              ·

            	
              Online
      surveys

            


    

    
      	
               
      

            	
              ·

            	
              Tracking
      and graphical reporting

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    PAYMENT
TERMS

    


    
      	
               
      

            	
              ·

            	
              Phase
      1 Monthly Cost: One time fee $60,000.00; Monthly maintenance fee
      $2,500.00

            


    

    
      	
               
      

            	
              ·

            	
              Phase
      2 Monthly Cost: One time marketing kit fee $25,000; Monthly maintenance
      fee $2,500.00

            


    

    
      	
               
      

            	
              ·

            	
              Phase
      3 Monthly Cost: Monthly maintenance fee
  $1,000.00

            


    

    


    SERVICE
COMMENCEMENT

    


    The
services under the three various phases shall commence upon mutual
agreement.

    


    SERVICES
AVAILABLE AT ADDITIONAL COSTS

    


    
      	
               
      

            	
              ·

            	
              Campaign
      design and creation, and strategic
planning

            


    

    
      	
               
      

            	
              ·

            	
              Direct
      response programs

            


    

    
      	
               
      

            	
              ·

            	
              Market
      research

            


    

    
      	
               
      

            	
              ·

            	
              Media
      buying

            


    

    
      	
               
      

            	
              ·

            	
              Promotion

            


    

    
      	
               
      

            	
              ·

            	
              Preparation
      of Podcasts and Webcasts

            


    

    
      	
               
      

            	
              ·

            	
              Viral
      Marketing Campaigns

            


    

    
      	
               
      

            	
              ·

            	
              Social
      Network and media content creation and
  management

            


    

    
      	
               
      

            	
              ·

            	
              Additional
      customization of the MarketMaster System
for

            


    

    
      	
               
      

            	
              ·

            	
              Access
      to Interactive Messaging to expand email sends to text
      messages

            


    

    
      	
               
      

            	
              ·

            	
              Full
      creative development, design, and HTML programming for all email
      offers

            


    

    
      	
               
      

            	
              ·

            	
              eMails
      over 2 Million priced at $  per
email

            


    

    
      	
               
      

            	
              ·

            	
              Impressions
      on landing pages over 200,000 priced at $  per
      impression

            


    

     

    
      
         

      

      
        10