exhibit_4-4.htm


    
      

    

    Exhibit
      4.4

    
      


       

      TERMS
        AND CONDITIONS

      Agreement
        between Creative Intuition and business or individual identified on this
        agreement.

      The
        Client/Individual listed below is subject to the following terms and
        conditions.

       

    

    
      	GENERAL
              WORKING AGREEMENT-This document defines the terms and conditions
              of our working relationship. All projects or services that Creative
              Intuition may be contracted to produce or provide for AmerElite Solutions
              will be subject to the following: 
               

              WORKING/BILLING
                PHASES - Based on our experience with long-term design
                communications projects, we have found that it is mutually advantageous
                to
                handle each project in logical working/billing phases.

               

              Concept
                revisions, extensive alterations, or a switch in marketing objectives
                sometimes makes it impossible to accurately estimate in advance the
                total
                cost at a project. Planning the work, cost estimating, and billing
                in
                several phases permits Creative Intuition or AmerElite Solutions
                to adjust
                for such revisions/or halt work before completion if a project is
                postponed or canceled. Any canceled project Is billed only through
                phases
                and/or portions of phases that were actually completed by Creative
                Intuition. For each project, AmerElite Solutions will receive a
                proposal/estimate outlining the project specification and our proposed
                scope of services and working/billing phases. Each proposal estimate
                will
                contain a project budget, which includes estimated fees for professional
                services and separate itemized costs for anticipated out-of-pocket
                expenses.

               

              We
                will begin work upon AmerElite Solutions approval of the written
                estimate.
                Your approval (written or oral) will constitute an agreement between
                us.

               

              PAYMENT/ESTIMATES
                - AmerElite Solutions agrees to pay Creative Intuition in accordance
                with
                the terms specified in each proposal/estimate. On accounts that have
                not
                submitted a credit application and been approved by our credit
                department, will be required to pay 50% of the project cost before
                work
                can begin.

               

              Unless
                otherwise specified, all subsequent balances due are payable upon
                art
                approval. Interest on past due balances is l8% per annum or 1.5%
                per
                month. We reserve the right to refuse completion or delivery of work
                until
                past due balances are paid.

               

              Estimate:
                Billing will reflect the actual costs incurred. Valid for only 30
                days
                from date on estimate. Client requested changes will be billed
                additionally. The Client will be notified of any price
                changes.

               

              OUT-OF-POCKET
                EXPENSES - Fees for professional services do not include outside
                purchases such as, but not limited to, printing, photography, color
                printouts, laminating, illustrations, separations, shipping and handling
                or courier service. Expenses are itemized on each invoice. Expenses
                are
                subject to Arizona sales tax unless 1) You are a nonprofit organization;
                or 2) the work is for resale and you have submitted a resale certificate
                to Creative Intuition. If consultant or supervisory services are
                required
                in out-of town locations, we will bill lodgings, meals, and transportation
                at cast Reimbursement for mileage is calculated at current allowable
                rates. AmerElite Solutions shall have the right to pre-approve any
                and all
                reasonable and necessary expenses over $100.00 incurred by Creative
                Intuition prior to any such expense being incurred.

               

              REVISIONS
                AND ALTERATIONS - New work requested by AmerElite Solutions and
                performed by Creative Intuition after a proposal/estimate has been
                approved is considered a revision or alteration. If the job changes
                to an
                extent that substantially alters the specifications described in
                the
                original estimate, we will submit a proposal revision memo to you,
                and a
                revised additional fee must be agreed to by both parties before further
                work proceeds.

               

              Author's
                alterations and other copy charges requested after layouts or mechanicals
                are completed are billed at standard hourly rates

               

              OVERTIME
                - Estimates are based on a reasonable time schedule, and may be revised
                to
                take into consideration your "Priority Scheduling" requests requiring
                overtime and weekends. Knowledge of your deadlines is essential to
                provide
                an accurate estimate. In addition, outside suppliers such as service
                bureaus charge a 100% to 200% markup on overtime after 5:30pm
                and weekends.

               

              NATURE
                OF COPY - AmerElite Solutions agrees to exercise due diligence
                in
                its direction to us regarding preparation of materials and must be
                able to
                substantiate all clams and representations. You are responsible for
                all
                trademark, servicernark, copyright and patent infringement clearances.
                You
                are also responsible for arranging, prior to publication, any necessary
                legal clearance of materials we prepare.

               

              ERRORS
                AND OMISSIONS - It is the AmerElite Solutions responsibility to
                check proofs carefully for accuracy in all respects, ranging from
                spelling
                to technical illustrations. Creative Intuition is net liable for
                errors or
                omissions. Your signature or that of your authorized representative
                is
                required on all mechanicals or artwork prior to release for printing
                or
                other implementation.

               

              TELECOMMUNICATIONS
                - AmerElite Solutions shall pay for all transmissions charges. The
                Creative Intuition is not responsible for any errors, omissions or
                extra
                costs resulting from faults in the telephone, cable, satellite network
                or
                from incompatibility between the sending and receiving
                equipment.

	 	
              
                INDEMNITY
                  - AmerElite Solutions will indemnify  and hold harmless
                  Creative Intuition for any loss or expense (including attorney’s fees) and
                  aggress to defend Creative Intuition in any actual suit, claim
                  or action
                  arising in any way from our working relationship that does not
                  directly or
                  indirectly result from the negligence or misconduct of Creative
                  Intuition.

OVER
                RUNS AND UNDER RUNS - The AmerElite Solutions will accept over
                runs or under runs that do not exceed 10% of the quantity ordered
                on all
                jobs. The Creative Intuition will bill for actual quantity delivered
                within this tolerance. If the AmerElite Solutions requires a
                guaranteed quantity, the percentage of tolerance must be stated at
                the
                time of quotation.

               

              PLACEMENT
                OF ADVERTISING - At your request, we will purchase media space on
                your behalf through our media division. Space will be billed
                to
                you at current rates plus the standard agency commission.

               

              INSPECTION
                OF BOOKS - Upon reasonable notice, any and all invoices from our
                vendors, time sheets and other documentation relating to your account
                will
                be available to you. Inspection at our studio by your authorized
                representative may be arranged during normal business hours.

               

              PROPERTY
                AND SUPPLIER'S PERFORMANCE - Creative Intuition will take all
                reasonable precaution to safeguard the property you entrust to us,
                In the
                absence of negligence on our part, however, we are not responsible
                for
                loss, destruction or damage or unauthorized use by others of such
                property. We will use our best efforts to ensure quality and timely
                delivery of all printed (offset, silk-screened, embossed or otherwise
                reproduced) pieces. Although we may use our best efforts to guard
                against
                any loss to you through the failure of our vendors, media, or others
                to
                perform in accordance with their commitments, Creative Intuition
                is not
                responsible for failure on their part.

               

              If
                you select your own vendors, other than those recommended by us,
                you may
                request that we coordinate their work. If at all possible, we
                will attempt to do so, but we cannot in anyway he held responsible
                for quality, price, performance or delivery.

               

              LIEN
                - All materials or property belonging to the AmerElite Solutions,
                as well
                as work performed, may be retained as security until final payment
                is made
                In accordance with this agreement.

               

              RIGHTS
                OF OWNERSHIP - Upon payment of all fees and expenses, Creative
                Intuition will grant all reproduction and/or usage rights to AmerElite
                Solutions, as outlined in the attached estimate/proposal, for all
                approved
                final materials created by Creative intuition for this
                project.

               

              Where
                alterations or variations of the design are necessary, Creation Intuition
                will be given the opportunity to make such changes at an agreed additional
                charge.

               

              We
                reserve the right to photograph and/or distribute or publish for
                our firms
                promotional and marketing needs any work we create for you, Including
                mock-ups and comprehensive presentations, as samples for our portfolio,
                firm news letter, brochures. slide presentations and similar media.
                We
                agree to store mechanical boards and Computer disks for a period
                of 6
                months beyond the delivery of a job. Thereupon, we reserve the right
                to
                discard them.

               

              TERM
                AND TERMINATION - The term of this agreement will continue for
                work In progress until terminated by either of us upon thirty (30)
                days
                written notice. It you should direct us at any time to cancel, terminate
                or "put on hold" any previously authorized purchase, we will promptly
                do
                so, provided you hold us harmless for any cost Incurred as a
                result.

               

              Upon
                termination of this agreement, Creative Intuition will transfer to
                AmerElite Solutions all your property and materials in our control
                and for
                which you have paid.

               

              PRODUCTION
                SCHEDULES - Production schedules will be established and adhered
                to by both AmerElite Solutions and the Creative Intuition, provided
                that
                neither shall incur any liability, penalty or additional cost due
                to
                delays caused by a state of war, riot, civil disorder, fire, labor
                trouble
                or strike, accidents, energy failure, equipment breakdown, delays
                in
                shipment by suppliers or carriers, action of government or civil
                authority, and acts of God or other causes beyond the control of
                the
                Client or the Designer. Where production schedules are not adhered
                to by
                the Client, final delivery date or dates will he adjusted
                accordingly.

               

              ADDITIONAL
                PROVISIONS - The validity and enforceability of this agreement
                will be interpreted in accordance with the laws of the State at Texas
                applicable to agreements entered Into and performed in the State
                of Texas.
                This agreement is our entire understanding and may not be modified
                in any
                respect except in an executed agreement.

               

              If
                we must retain attorneys to collect our invoices, we will be entitled
                to
                reasonable attorney's fees, court costs and interest at the maximum
                rate
                permitted by law.

               

            


    

     

     

    
      	 AmerElite
              Solutions, Inc.	 	 	 Creative
              Intuition	 	
               Date

            
	 	 	 	 	 	 
	
              /s/ 
                Robert Knapp

            	 	 	
              /s/  
                Dorah Walden

            	 	
               12/12/05

            
	
              Robert
                Knapp

            	 	 	
              Dorah
                Walden