exhibit_4-2.htm


    
      

    

    Exhibit
      4.2

     

    


    ADMARK
      COMMUNICATIONS, INC.


    


     

    


     

     

    CONSULTING
      RETAINER

    AGREEMENT

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    CONSULTING
      RETAINER AGREEMENT

     

    The
      parties enter into this Agreement and make it effective January 2, 2006. The
      parties to this Agreement are ADMARK COMMUNICATIONS, INC., hereinafter referred
      to as "ADNIARK," and AmerElite Solutions, Inc., hereinafter referred to as
      "AES." The parties voluntarily and mutually agree as follows:

     

    RECITALS

     

     

    WHEREAS,
      ADMARK is an advertising agency incorporated in and doing business in Phoenix,
      Arizona and;

     

    WHEREAS,
      Kevin O'Shaughnessy is the president of Ad Mark and,

     

    WHEREAS,
      AES is a manufacturing and distributing business incorporated in Nevada and
      doing business in Phoenix, Arizona and;

     

    WHEREAS,
      Rob Knapp is the president of AES and,

     

    WHEREAS,
      the parties are entering into this Consulting Retainer Agreement for the purpose
      of confirming their intent to further develop their business
      relationship;

     

    NOW
      THEREFORE, in consideration of the promises herein and the mutual promises
      and
      undertakings herein contained and set forth, and for other good and valuable
      considerations made by each party to the other, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties agree as follows:

     

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        CONSULTING
          RETAINER AGREEMENT

      

    

     

    CONSULTING
      FEES

     

    
      	
            	
              1.

            	
              AES
                shall pay 51,500.00 per week to ADNIARK for consultation and advice
                regarding advertising and marketing of the AES product line. (Excludes
                short form media buying.)

            


    

    
      	
            	
              2.

            	
              AES's
                obligation to pay this amount will begin on January 2, 2006 and end
                December 31, 2006.

            


    

    
      	
            	
              3.

            	
              In
                addition to the weekly retainer fee, AES will immediately transfer
                100,000
                shares of its stock to the Kevin W. O'Shaughnessy Family Trust. The
                transfer will occur no later than January 17,
                2006.

            


    

    
      	
            	
              4.

            	
              1n
                the event that AES's sales amount to twice its advertising expenditures
                for six consecutive months, AES will transfer an additional 50,000
                shares
                of its stock to the Kevin W. O'Shaughnessy Family Trust. The transfer
                will
                occur no later than 15 days after the end of the sixth
                month.

            


    

    
      	
            	
              5.

            	
              After
                the media launch, scheduled for March 2006, should there be a 30-day
                interruption in media purchases, the retainer would adjust to $2,000
                for
                each ensuing  month, replacing item
                #1.

            


    

     

    CHOICE
      OF LAW, VENUE, JURISDICTION

     

    
      	
               

            	
              6.

            	
              It
                is understood and agreed that this Agreement is entered into under
                the
                laws of the State of Arizona, and in the construction or execution
                of the
                same wherever and whenever undertaken, the laws of the State of Arizona
                shall be deemed to apply and
                prevail.

            


    

     

    INDEPENDENT
      LEGAL ADVICE

     

    
      	
               

            	
              7.

            	
              Each
                of the parties acknowledges that it is entering into this Agreement
                of its
                own accord and that each has had the opportunity to obtain independent
                legal advice from counsel of its own
                selection.

            


    

     

    ATTORNEYS
      FEES

     

    
      	
            	
              8.

            	
              If
                any action is brought in connection with this Agreement, the prevailing
                party shall be entitled to recover its reasonable costs and attorney's
                fees incurred, in addition to any other award it shall
                receive

            


    

     

     

     

     

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        
CONSULTING RETAINER AGREEMENT

    

     

    ENTIRE AGREEMENT

    


    
      	
            	
              9.

            	
              This
                Agreement and any other instrument(s) executed at the same time as
                this
                Agreement contain the final, complete, and exclusive agreement of
                the
                parties concerning the subject matters covered. It may not be altered,
                amended, or modified except by an instrument in writing executed
                by both
                parties. Any previous oral or written agreements between the parties
                about
                matters addressed in this Agreement are entirely superseded by this
                Agreement.

            


    

     

    COUNTERPARTS

     

    
      	
               

            	
              10.

            	
              This
                Agreement may be executed in any number of counterparts, any one
                of which
                shall be deemed to be the original, even if others are not
                produced.

            


    

     

    REPRESENTATIONS

     

    
      	
            	
              11.

            	
              Neither
                of the parties, nor any of his or her representatives, has made any
                representation or warranty to the other party upon which the other
                party
                is relying in entering into this Agreement, except as expressly provided
                in this Agreement. There have been no promises, agreements or undertakings
                of either of the parties to the other, except as set forth in this
                Agreement, relied upon by either as an inducement to enter into this
                Agreement. Each party has read this Agreement and is fully aware
                of its
                contents and its legal effect.

            


    

     

    SEVERABILITY
      OF PROVISIONS

     

    
      	
            	
              12.

            	
              It
                is understood and agreed that the provisions of each article in this
                Agreement are independent covenants and agreements and should any
                part or
                provision of this Agreement be breached by any party or be held to
                be
                invalid,
                the remainder of this Agreement shall nevertheless be deemed valid
                and
                binding upon the parties
                hereto.

            


    

     

     

     

    
 

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        
CONSULTING RETAINER AGREEMENT

    

    


    MODIFICATIONS
      AND WAIVERS

     

    
      	
               

            	
              13.

            	
              No
                modification or waiver of any of the terms of this Agreement shall
                be
                valid unless in writing and duly executed by the parties hereto with
                the
                same formality of this Agreement.

            


    

    
      	
               

            	
              14.

            	
              The
                failure of either party to this Agreement to insist in any one or
                more
                instances upon strict performance of any of the terms or provisions
                of
                this Agreement, or to exercise any option to make election herein
                contained or provided for, shall not be construed as a waiver or
                as a
                relinquishment for the future of any such term, option or election,
                and
                the same shall continue in full force and effect and no waiver of
                any
                default hereunder shall be deemed a waiver of any subsequent
                default.

            


    

     

    THE
      FOREGOING IS AGREED TO BY:

     

    
      	 	AdMark
              Communications,
              Inc.	 
	 	 	 	 
	
              DATE:
                1-17-06

            	
              By:
                

            	/s/ Kevin
              O’Shaughnessy  	 
	 	 	Kevin
              O’Shaughnessy,
              President	 
	 	 	 	 


    

     

    
      	 	AmerElite
              Solutions, Inc.	 
	 	 	 	 
	
              
                DATE:
                  1-17-06

              

            	
              By:
                

            	/s/ Rob
              Knapp	 
	 	 	Rob
              Knapp, President	 
	 	 	Title 	 
	 	 	 	 


    

     

     

     

     

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