EXHIBIT 10.43

VIA FEDERAL EXPRESS

November 8, 2002

Mr. Jack Africk
c/o Marketing Solutions USA
3700 Airport Road
Boca Raton, FL  33431

Re:  Representation with the McLane Company

Dear Jack:

As we have discussed, we would like to offer you the opportunity to represent
National Tobacco Company, L.P. ("NTC") and North Atlantic Operating Company,
Inc. ("NAOC") (together, the "Companies") with respect to the Companies'
relationship with and its sales activity to the McLane Company ("McLane"). In
general, your duties will be to use your best efforts to increase the Companies'
sales and to foster a strong relationship with McLane.

The Companies, through NTC, will compensate you by paying you a percentage of
net sales achieved over certain targets. For illustrative purposes in this
letter, we are using projected sales data. Upon closing our records for Fiscal
Year 2002, we will adjust this contract to reflect actual sales activity. "Net
Sales" is defined to mean Gross Sales less (i) cash discount (early payment
terms), (ii) returns, (iii) allowances (any discounts or other incentives
offered to McLane, all of which must be documented) and (iv) any other
deductions, proper or otherwise, taken by McLane.

The percentages and targets, which are set by product category, are:

Loose Leaf Tobacco Products
---------------------------
You will be compensated at a rate of 2.6% of the amount in excess of $5.5
million (which reflects our current estimate for this fiscal year's activity) in
Net Sales in 2003 on an annual basis. To illustrate, if Net Sales for loose leaf
for the year 2003 is $6.5 million, you would be paid 2.6% on the $1 million
excess sales gain, or $26,000.

Premium Cigarette Papers
------------------------
You will be compensated at a rate of 4.8% of the amount in excess of $4.0
million (which reflects our current year's net sales estimate) in Net Sales in
2003 on an annual basis.

Make-Your-Own Cigarette Tobacco and Related Products
----------------------------------------------------
You will be compensated at a rate of 1.3% of the amount in excess of $0.2
million (again, which reflects our current year's net sales estimate) in Net
Sales in 2003 on an annual basis.

Although we have described your compensation arrangement in annual Net Sales
terms, we will pay you on a quarterly basis based on a pro rata allocation of
the annual target. For example, the quarterly target for premium cigarette
papers is $1.2 million, assuming an annual target of $4.8 million. As the year





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progresses, we will aggregate all of the prior quarters' performance to
determine and, if appropriate, adjust your quarterly payment in order to
determine a true and proper annual payment. Payments will be made within 45 days
of the end of each calendar quarter.

This agreement will commence January 1, 2003 and will conclude on December 31,
2003. The agreement may be extended on ninety (90) days notice prior to the
expiration of term by mutual agreement of the parties.

You are an independent contractor and nothing in this agreement shall be
construed as giving you the status of an "employee." Nonetheless, when
conducting yourself on behalf of the Companies, you will agree to observe and
follow all of the Companies' policies and procedures. In addition, you do not
have the authority to independently bind the Companies to any commitment without
prior written approval of executive management.

This agreement is in addition to and does not modify your existing Consulting
Agreement, renewed by letter agreement dated September 20, 2002.

We are pleased that you are willing to represent us and look forward to our
mutual success.

If the above accurately states our agreement, please sign below to indicate your
acceptance.

Very truly yours,



/s/ Thomas F. Helms, Jr.
-------------------------



Agreed and Accepted this 8th day of November, 2002


Marketing Solutions USA

/s/ Jack Africk
-------------------------
By: Jack Africk