exhibit_4-6.htm


    
      

    

     

     

     

    Professional
      Marketing Associates

    Fulfillment
      Services Agreement

     

    The
      Fulfillment Services Agreement ("Agreement"), signed on this 3rd day of
      March, 2006 (the "Effective Date") is between Roth Professional Marketing,
      Inc.,
      an Arizona corporation dba Professional Marketing Associates ("PMA") and
      AmerElite Solutions, Inc., a Nevada corporation ("Client").

     

    WHEREAS,
      PMA has the capability to provide certain order entry and fulfillment services
      for the Client's direct response offerings, as set forth in Exhibit A
      hereto.

     

    WHEREAS,
      the Client's use of PMA order entry and fulfillment services shall be under
      the
      terms and conditions set forth in this Agreement.

     

    Therefore,
      PMA and the Client agree as follows:

     

    1.      
      Merchandise ownership

     

    
      	
               

            	
              A.

            	
              For
                the purposes of this Agreement, "Merchandise" means all products
                provided
                by the Client for sale or delivery to Client's customers pursuant
                to this
                Agreement. The Client shall retain ownership of all Merchandise covered
                by
                this Agreement and risk of loss at all times. Legal title to the
                Merchandise remains with the Client until the Merchandise is shipped
                for
                delivery to the Client's customer.

            


    

     

    
      	
               

            	
              B.

            	
              PMA
                makes no claim of ownership of the Merchandise and shall act only
                as the
                Client's independent contractor for the purposes of order entry,
                order
                processing, warehousing, distribution, and customer service for
                Merchandise.

            


    

     

    
      	
            	
              C.

            	
              Client
                orders for the merchandise are with the Client. The Client is the
                seller
                of the merchandise.

            


    

     

    2.      
      Order entry and processing

     

    
      	
               

            	
              A.

            	
              PMA
                shall accept and process customer orders for Merchandise received
                by all
                media designated by the Client.

            


    

     

    
      	
               

            	
              B.

            	
              For
                each customer order taken, PMA shall enter all or any part of the
                following information into its information systems: customer name,
                address, city, state, zip code, telephone number, description and
                quantity
                of merchandise ordered, price, method of payment, advertising source
                codes, shipping instructions, and Client-requested
                messages.

            


    

     

    
      	
               

            	
              C.

            	
              Other
                than mail orders, orders received from Client and its affiliates
                such as
                telemarketing company, web hosting company, etc. shall come in PMA
                standard file layout. Should such orders come in a non-compliant
                format,
                PMA may charge a reasonable fee for translation, re-formatting,
                or
                re-entry.

            


    

     

    
      	
               

            	
              D.

            	
              Except
                as provided in Section 2E, PMA shall promptly process all qualified
                requests and use its best efforts to cause the order to be shipped
                to the
                customer within three (3) business days after receipt of the
                order.

            


    

     

    
      	
            	
              E.
                

            	
              The
                Client shall provide sufficient advance notice of all media promotions
                to
                enable PMA to implement an order fulfillment program appropriate
                for the
                Client's projected response
                forecast.

            


    

     


    
      
        
        

      

      
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      Professional
        Marketing Associates

      Fulfillment
        Services Agreement

    


    


     

    
      	
            	F. 	
              PMA
                agrees to use any software provided by vendors to accomplish the
                process
                of charging orders. If the Client's merchant processor requires special
                software or software not available to PMA at no cost, the Client
                shall be
                responsible for its purchase.

            


    

     

    3.      
      Sales price of merchandise

     

    
      	
               

            	
              A.

            	
              For
                all orders processed pursuant to this Agreement, PMA shall charge
                the
                Client's customers the Client's designated unit price, plus applicable
                sales and use taxes and other charges designated by the
                Client.

            


    

     

    
      	
               

            	
              B.

            	
              The
                Client shall notify PMA in
                writing via U.S. Mail and electronic mail of any change
                in the
                unit price at least two (2) business days in advance of the date
                the price
                change takes effect. Price changes may include quantity discounts,
                promotion and advertised specials, coupons, rebates, or any other
                change
                to the unit price designated by the
                Client.

            


    

     

    4.      
      Sales and use taxes

     

    
      	
               

            	
              A.

            	
              Since
                title to the merchandise remains with the Client at all times, the
                Client
                is liable and responsible to remit all sales and use taxes to the
                appropriate taxing authorities. PMA assumes no liability for payment
                of
                sales and use tax.

            


    

     

    
      	
               

            	
              B.

            	
              PMA
                shall charge the Client's customers for sales and use taxes as directed
                in
                writing by the Client and furnish the Client with monthly reports
                stating
                the taxable revenues, taxes collected, and tax rates effective for
                each
                jurisdiction for which taxes must be
                paid.

            


    

     

    
      	
               

            	
              C.

            	
              PMA
                assumes no responsibility for determining whether sales of the Client's
                merchandise are taxable in a given jurisdiction, or that the rate
                or
                method of calculating any such taxes is correct. PMA agrees only
                to use
                reasonable care and skill in calculating and collecting taxes due
                based on
                the rates and methods supplied by
                the Client.

            


    

     

    
      	
               

            	
              D.

            	
              The
                Client shall indemnify, defend, and hold harmless PMA and its
                shareholders, officers, directors, and employees from and against
                all
                claims, suits, or liabilities and expenses, including reasonable
                legal
                fees, for the Client's failure to remit to the appropriate authorities
                any
                sales or use taxes claimed to be due and owing by reason of the Client's
                sale of merchandise to its customers; provided that PMA has fulfilled
                its
                obligation to provide standard sales tax reports as requested by
                the
                Client.

            


    

     

    5.      
      Processing payments

     

    
      	
               

            	
              A.

            	
              PMA
                shall process payments considered acceptable. A payment is considered
                acceptable if it is for the full amount of the sale, and in cash
                or by a
                designated credit card. Designated credit cards include Visa, MasterCard,
                Discover, and American Express. The Client shall designate in writing
                a
                maximum permitted amount or percentage of underpayment which is considered
                acceptable to the Client, and for which an order may be shipped.
                This
                allowance is not a discount and applies only to those transactions
                in
                which the customer fails to remit a correct payment to
                PMA.

            


    

     

    
      	
               

            	
              B.

            	
              If
                PMA shall receive mail including cash, checks, money orders, or credit
                card payments, the receipt of such payments shall be promptly reported
                to
                Client. PMA shall promptly deposit all checks and money orders it
                receives
                into a local bank account (Bank of America, Wells Fargo, or Bank
                One), if
                requested by Client. Otherwise, such remittances shall be mailed
                to
                Client.

            


    

     

    
      	
               

            	
              C.

            	
              PMA
                shall process refunds and credits for returned merchandise pursuant
                to the
                Client's written policies and applicable federal and state
                regulations.

            


    

     

    
      	
               

            	
              D.

            	
              PMA
                is not responsible for any payments that are lost by carriers in
                transit
                to/from Client.

            


    

     

    6.      
      Delivery

     

    
      	
            	
              A.
                

            	
              PMA
                shall ship Merchandise to the customers by United Parcel Service,
                the
                United States Post
                Office, or equivalent delivery service consistent with the
                Client's
                requirements for shipping and delivery of merchandise. PMA is not
                responsible for any packages that are lost in transit after leaving
                its
                facilities.

            


    

     

    

      
        
          
          

        

        
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        Professional
          Marketing Associates

        Fulfillment
          Services Agreement

      



    7.       Customer
      services


     

    
      	
            	
              A.

            	
              PMA
                shall provide trained representatives to respond to mail or other
                inquires
                by the Client's customers for merchandise information, order status,
                order
                changes, cancellations, returns, or billing. problems. Client shall
                provide a set of policies and procedures for responding to such
                inquires.

            


    

     

    
      	
               

            	
              B.

            	
              PMA
                shall send back-order notices and process customer return cards in
                accordance with Client requests and applicable federal, state, and
                local
                laws. It shall also respond to customer complaints, process rejected
                credit card charges, and issue refunds or merchandise
                credits.

            


    

     

    
      	
            	
              C.
                

            	
              PMA
                shall issue appropriate UPS call tags, request proof of delivery,
                and
                process all necessary tracers and claims for non-delivery or damage
                on
                behalf of the Client, PMA shall provide Client with proof of shipments
                but
                is not responsible in any way for the results of credit card chargebacks,
                nor any fees imposed by merchant banks. Client is responsible for
                vendor
                compliance guidelines.

            


    

     

    8.      
      Returns

     

    
      	
            	
              A.
                

            	
              PMA
                shall instruct customers on the appropriate procedure for returning
                merchandise and inspect all returned merchandise. PMA shall inspect
                and
                repackage all undamaged or unused merchandise and return it to inventory
                for resale. PMA shall repackage all damaged or unsalvageable merchandise,
                and process such merchandise in any manner designated by the Client
                at the
                Client's expense.

            


    

     

    9.      
      Operating reports

     

    
      	
               

            	
              A.

            	
              PMA
                shall provide the Client with standard system reports on a regular
                basis
                for all services provided pursuant to this Agreement. Standard system
                reports include a compilation of customer order information and monthly
                sales and tax reports upon written request from the
                Client.

            


    

     

    
      	
               

            	
              B.

            	
              If
special
                reports not
                provided as part of the standard reporting system are required, the
                Client
                shall pay PMA for any programming expenses incurred. PMA shall provide
                the
                Client with a written estimate of expected programming charges and
                obtain
                written authorization from the Client for such modifications before
                proceeding with the programming development of special
                reports.

            


    

     

    10.      
      Compensation and payment

     

    
      	
            	
              A.

            	
              The
                Client agrees to pay PMA the rates prescribed in the Services Fees
                as set
                forth in Exhibit "A" attached hereto and incorporated herein. If
                the
                Client requires other services not specifically defined in this agreement,
                the compensation to PMA shall be the hourly rate prescribed in the
                Service
                Fees.

            


    

     

    
      	
               

            	
              B.

            	
              If
                in the event the Client temporarily ceases marketing the product
                and
                communicates such plans in advance in writing to PMA, then PMA shall
                waive
                any minimum fee beginning with the first Monday of the next calendar
                month
                until the termination of this Agreement. During any period in which
                the
                minimum fee is waived, storage charges will be calculated at twice
                the
                normal rate. A $15/day processing fee will be applied on any days
                in which
                PMA processes orders during a period where the minimum fee is
                waived.

            


    

     

    
      	
               

            	
              C.

            	
              If
                the Client then proceeds to market the product again during the term
                of
                the Agreement, the minimum charge shall again commence beginning
                on the
                first day of the calendar month the marketing and/or selling begins,
                and
                shall continue until the termination of the
                Agreement.

            


    

     

    
      	
               

            	
              D.

            	
              Any
                and all financial arrangements not covered in this contract must
                be agreed
                upon, signed by each party, and attached to this
                contract.

            


    

     

    
      	
            	
              E.
                

            	
              The
                undersigned representative of Client, being an Officer of the Company,
                agrees to personally guarantee payment of any amount owed to PMA
                upon
                termination of contract.

            


    

     

    11.      Compliance
      with laws

     

    
      	
            	
              A.
                

            	
              The
                Client shall comply with all applicable laws, regulations, and
                requirements of the Federal Trade Commission, the Food and Drug
                Administration. and any other governmental or quasi-governmental
                agency
                that might have jurisdiction over the Client's Merchandise or sales
                transactions. The Client shall monitor compliance under such laws,
                regulations, and requirements. and shall promptly notify P.M.A. of
                any
                special compliance issues raised by the offer or sale of the Client's
                Merchandise or sales or promotional activities in a particular
                state.

            


    

     

    
      
        
        

      

      
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      Professional
        Marketing Associates

      Fulfillment
        Services Agreement

    

     

    12.      
      Indemnification

     

    
      	
            	
              A.
                

            	
              The
                Client shall indemnify and hold harmless PMA, its shareholders, officers,
                directors, and employees from and against all claims, damages, losses
                and
                expenses, including reasonable legal fees and costs of suit, arising
                out
                of or relating to any defects in the Merchandise or from the Client's
                negligent or culpable acts or
                omissions.

            


    

     

    13.      
      Insurance

     

    
      	
            	
              A.
                

            	
              The
                Client shall provide, at its own expense, all necessary insurance
                for
                product damage loss through fire or other casualty while the merchandise
                is in the custody of PMA, or in transit to or from any
                location.

            


    

     

    14.      
      Confidentiality

     

    
      	
            	
              A.
                

            	
              Material
                or information which the Client gives or divulges to PMA or which
                comes
                into the possession or knowledge of PMA and which relates to the
                Client
                and its business operations, such as financial information, marketing
                data, customer lists, and pricing policies is confidential and
                proprietary. PMA shall hold this information or material in confidence
                and
                shall not reveal the information or material without the consent
                of the
                Client. On termination of this Agreement, PMA shall immediately deliver
                this information or material to the Client on request, if all invoices
                and
                outstanding debts to PMA have been
                paid.

            


    

     

    15.      
      Programming ownership

     

    
      	
            	
              A.
                

            	
              PMA
                is the exclusive owner of all internally-designed or developed computer
                programming utilized for processing, tracking, fulfilling, analyzing,
                or
                reporting orders for the Client's merchandise, The Client shall not,
                directly or indirectly, divulge, disclose, or communicate to any
                other
                person or company who is not a party to this Agreement information
                concerning programming or systems designed or utilized by
                PMA.

            


    

     

    16.      
      Audit and inventory

     

    
      	
            	
              A.

            	
              Upon
                reasonable advance written notice and during normal business hours,
                the
                Client or the Client's authorized representatives may inspect, audit,
                and
                copy excerpts from books, records, contracts, and data processing
                procedures created or maintained by PMA that relate to the reconciliation
                of invoices to the Client and to this Agreement. This audit or inspection
                shall take place at the offices of PMA or such other place as the
                parties
                mutually agree. The Client shall pay all direct and indirect costs
                of any
                such inspection or audit, except the salaries of PMA employees and
                those
                costs reasonably incurred by PMA in cooperating with such inspection
                or
                audit.

            


    

     

    
      	
            	
              B.

            	
              On
                reasonable advance notice from the Client, PMA shall perform a physical
                inventory of the Client's merchandise held at
                PMA's facilities at reasonable times during normal business
                hours.
                The Client shall compensate PMA as prescribed in the Service Fees
                section
                of this Agreement for all costs incurred in conducting the physical
                inventory.

            


    

     

    
      	
               

            	
              C.

            	
              PMA
                will take reasonable and prudent precautions to preserve and protect
                Client's property, including all property that is returned by buyers.
                If
                Client requires special handling or protection of its Merchandise,
                Client
                agrees to compensate PMA for any extra costs
                incurred.

            


    

     

    
      	
               

            	
              D.

            	
              Provided
                that PMA takes reasonable precautions, PMA shall not be responsible
                or
                liable for, and Client agrees to hold PMA harmless from property
                losses or
                shrinkage under the acceptable rate of 1.25% of the greater of inventory
                value or annual shipments.

            


    

     

    
      	
            	
              E.
                

            	
              PMA
                is not responsible for any shrinkage incurred prior to receipt by
                PMA or
                any hidden shrinkage or shortage not visibly apparent at the time
                of
                receipt.

            


    

     


    
      
        
        

      

      
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      Professional
        Marketing Associates

      Fulfillment
        Services Agreement

    


    17.       Client
payments and reserve


     

    
      	
            	
              A.

            	
              At
                all times during the term of this Agreement, the Client shall provide
                PMA
                with sufficient funds to cover all services rendered under this contract
                and all delivery service shipping costs. It is the Client's responsibility
                to monitor and maintain such reserve. Should such reserve be fully
                utilized, PMA reserves the right to stop services until Client provides
                sufficient reserve. Any amounts due to PMA are subject to interest
                accruing at a rate of 1 1/2% per
                month.

            


    

     

    
      	
               

            	
              B.

            	
              Any
                excess reserve upon termination of this Agreement will be promptly
                returned to Client.

            


    

     

    18.      
      Return of merchandise to the Company

     

    
      	
            	
              A.

            	
              PMA
                shall, within thirty (30) days after termination of this Agreement,
                deliver all the remaining Merchandise entrusted to it by the Company
                to a
                location specified by the Client on a freight-collect basis. The
                Client
                shall also have the option to arrange for the delivery of the Merchandise
                themselves.

            


    

     

    
      	
            	
              B.

            	
              PMA
                assumes no responsibility for any perishable or date-sensitive merchandise
                remaining in its facility after the termination of this Agreement.
                Absent
                other instructions from the Client, PMA may, within thirty (30) days
                after
                the Client ceases to market any merchandise covered by this Agreement,
                charge up to twice the normal storage fees until the products are
                dispersed to their destination by the
                Client.

            


    

     

    
      	
            	
              C.
                

            	
              PMA
                shall charge the Client the hourly rates prescribed in the Service
                Fees
                section of this Agreement to cover the direct cost of labor and
                administrative and systems support services for the relocation of
                merchandise or the return of merchandise to the
                Client.

            


    

     

    19.      
      Default, termination, and renewal

     

    
      	
               

            	
              A.

            	
              Either
                PMA or the Client may terminate this Agreement or suspend its services
                under this Agreement, or both, under any of the following
                conditions:

            


    

     

    
      	
               

            	
              B.

            	
              Client
                fails to pay any sum due to PMA within five (5) business days after
                receiving written notice that payment is past
                due.

            


    

     

    
      	
               

            	
              C.

            	
              Either
                party breaches any other obligations under this Agreement, and fails
                to
                remedy such breach within thirty (30) days after receiving a written
                notice from the other party specifying the nature of the
                breach.

            


    

     

    
      	
               

            	
              D.

            	
              Either
                party files a petition in bankruptcy, is declared bankrupt or insolvent,
                makes any assignment for the benefit of creditors, or is placed in
                trustee
                or receivership.

            


    

     

    
      	
               

            	
              E.

            	
              This
                Agreement shall be renewed automatically at the end of each term
                at the
                rates than prevailing for PMA's services, unless either party gives
                written notice to the other of its intent not to renew at least thirty
                (30) days prior to the end of each
                term.

            


    

     

    
      	
            	
              F.

            	
              If
                Client owes money to PMA upon default or termination, Client must
                pay all
                charges due PMA, including interest, before PMA will release product
                to
                Client. Should Client not pay these charges within 30 days of default
                or
                termination, PMA has the right to liquidate Client's products in
                any
                manner that PMA chooses. Proceeds will be used to pay PMA's balance
                due.

            


    

     

    20.      
      Force majeure

     

    
      	
            	
              A.
                

            	
              Either
                party's failure to perform any of its obligations under this Agreement,
                except its payment obligations, is excused due to any cause or event
                beyond the parties' reasonable control including, without limitation,
                strikes, lockouts or other labor disputes, acts of God, fire, other
                casualty, civil insurrections, actions, or orders of any governmental
                or
                other lawful authority or similar
                events.

            


    

     

    21.      
      Assignment

     

    
      	
            	
              A.
                

            	
              Neither
                PMA nor the Client may assign its interests in this Agreement without
                the
                prior written consent of the other party to this Agreement. Such
                consent
                shall not be unreasonably withheld.

            


    

     

     

    
      
        
        

      

      
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      Professional
        Marketing Associates

      Fulfillment
        Services Agreement

    

     

    
      22.      
        Arbitration

       

    

    
      	
            	
              A.

            	
              Any
                dispute or claim arising out of or relating to this Agreement, or
                the
                performance of any obligations created or imposed by this Agreement,
                shall
                be resolved by arbitration before the American Arbitration Association,
                through its office in Phoenix, Arizona. A single arbitrator shall
                be
                selected, and all proceedings shall be conducted according to the
                American
                Arbitration Association's Commercial Arbitration Rules. The arbitrator's
                decision and award shall be final and binding, and it shall have
                the force
                and effect of a judgment when filed with any court of competent
                jurisdiction.

            


    

     

    
      	
            	
              B.

            	
              The
                cost of the arbitration procedure shall be borne by the losing party
                or,
                if the decision is not clearly in favor of one party or the other,
                then
                the costs shall be borne as determined by such arbitration
                procedure.

            


    

     

    
      	
            	
              C.
                

            	
              The
                arbitration procedure provided herein shall be the sole and exclusive
                remedy to resolve any controversy or dispute between the parties
                to this
                Agreement, and the proper venue for such arbitration proceeding and
                any
                legal action to enforce such arbitration award shall be Maricopa
                County,
                Arizona. The parties to this Agreement hereby expressly consent to
                the
                jurisdiction and venue of Maricopa County Superior
                Court.

            


    

     

    23.      
      Attorneys' fees

     

    
      	
            	
              A.
                

            	
              If
                any arbitration proceeding or action shall be brought to recover
                any
                amount due under this Agreement, or for or on account of any breach
                of or
                to enforce or interpret any of the terms, covenants, or conditions
                of this
                Agreement, the prevailing party shall be entitled to recover from
                the
                other party, as part of prevailing party's costs, a reasonable attorneys'
                fee, the amount of which shall be fixed by the arbitrators or by
                the Court
                and shall be made a part of any judgment or award
                rendered,

            


    

     

    24.      Notice

     

    
      	
            	
              A.
                

            	
              All
                notices under this Agreement shall be in writing, shall be effective
                when
                received, and shall be given by personal service, by facsimile
                transmission with suitable proof of receipt, or by certified or registered
                mail, return receipt requested, to the addresses set forth below
                or at
                such other addresses which may be specified in writing to all parties
                hereto.

            


    

     

    
      	 Professional
              Marketing Associates   	 AmerElite
              Solutions, Inc.
	 	 
	 405
              W. Fairmont Drive	 2429
              South 51st Ave. #101
	 	 
	 Tempe,
              AZ 85282    	 Phoenix,
              AZ 85043
	 	 
	 Attn.:
              Chris Roth 	 Attn.:
              Robert Knapp


    

     

    25.      Number
      and gender

     

    
      	
            	
              A.
                

            	
              Whenever
                the context of this Agreement requires, the singular shall include
                the
                plural, the masculine shall include the feminine, and personal pronouns
                shall include corporations, firms, partnerships, or other forms of
                association.

            


    

     

    26.      Captions

     

    
      	
            	
              A.
                

            	
              Titles
                or captions contained in this Agreement are inserted only as a matter
                of
                convenience and for reference, and in no way define, limit, extend,
                or
                describe the scope of this Agreement or the intent of any of its
                provisions.

            


    

     

    27.      Governing
      law and successors

     

    
      	
            	
              A.
                

            	
              This
                Agreement, and any dispute, claim, or defense arising out of or relating
                to this Agreement, shall be governed and construed in accordance
                with the
                laws of the State of Arizona. This Agreement shall be binding upon
                and
                inure to the benefit of the parties, their heirs, legal representatives,
                successors and assigns.

            


    

     

     


    
      
        
        

      

      
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      Professional
        Marketing Associates

      Fulfillment
        Services Agreement

    


    28.      Entire
      agreement

     

    
      	
            	
              A.

            	
              This
                instrument contains the entire agreement of the parties, and no
                representations, warranties, or inducements
                have been made by any of the parties hereto, except as
                expressly set forth
                herein.

            


    

     

    29.       Term
      of agreement

     

    
      	
            	
              A.
                

            	
              The
                Term of this Agreement shall be for a period of six (6) months commencing
                on the Effective Date and shall be renewed automatically at the end
                of
                each term pursuant to Section 19E.

            


    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this
      Agreement
      effective as of the Effective Date.

     

     

     

    
      	 Roth
              Professional Marketing, Inc. 	 	 Client:
              AmerElite Solutions, Inc.
	 (dba
              Professional Marketing Associates)	 	 
	 	 	 
	 By: 
               /s/   Chris Roth	 	 By:  
              /s/   Robert Knapp
	 Chris
              Roth, President	 	 Robert
              Knapp, President
	 	 	 
	 Date:
              3-3-06	 	 Date:
              3/3/06


    

     

    
      


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

      Professional
        Marketing Associates

      Fulfillment
        Services Agreement

    


    


     

    Exhibit
      A - Services Listing

     

    
      	
              1.

            	
              The
                processing cost per order will be $2.50. This includes the following
                services:

            


    

    A.     Receive
      and stock merchandise

    B.     Receive
      orders via batched electronic transfer from telemarketer and
      process

    C.     Open,
      edit, and enter data for all mail orders paid via money orders or
      checks

    D.     Deposit
      Client funds to a local bank (Wells Fargo, Bank of America, Bank One) or mail
      to
      Client

    E.     Process
      credit card orders via the Client's merchant processing center

    F.     Maintain
      customer database and produce shipping labels

    G.     Insert
      pre-printed return forms and all bounce back materials

    H.     Pick,
      pack, and ship pre-assembled merchandise

    I.      
Tape
      two
      boxes together as necessary

    J.      
      Provide PMA standard reports

    K.     Receive
      return packages

    L.    
       Inspect returned merchandise

    M.    Issue
      customer credits

    N.    
      Restock undamaged return merchandise 

    O.   
      Answer customer service phone calls

    P.     Communicate
      with merchant bank for charges, credits, and inquiries

    Q.    Reply
      to merchant bank in the event of chargebacks

     

    
      	
              2.

            	
              This
                cost will be lowered to $2.05 for those orders that only contain
                one
                component (e.g., one container
                of night cream with no
                inserts).

            


    

     

    
      	
              3.

            	
              Client
                will reimburse costs for packing
                material.

            


    

     

    
      	
              4.

            	
              The
                following quantity discounts will
                apply:

            


    

    A.     Orders
      500 to 1000 in a week: 5% discount

    B.     Orders
      1,001 to 1,500 in a week: 10% discount

    C.    
      Orders 1,501 and above per week; 20% discount

     

    
      	
              5.

            	
              The
                one-time setup fee for database and report development, initial product
                receipt and setup, and coordination with telemarketer and website
                will be
                $1,000. This will be reduced to $850 if Client uses Benzaiten Consulting
                for their shopping cart. Additionally, Client will reimburse PMA
                for costs
                of necessary charging software, estimated to be $138 (current pricing
                for
                a PC Charge license from Go
                Software).

            


    

     

    
      	
              6.

            	
              Processing,
                postage, and setup charges are to be paid in advance by the Client
                to PMA.
                A $2,000 minimum deposit will accompany this
                Agreement.

            


    

     

    
      	
              7.

            	
              Weekly
                volume below 200 orders will be assessed a fee equivalent to 200
                orders.
                This will be waived through June 2,
                2006.

            


    

     

    
      	
              8.

            	
              Additional
                charges:

            


    

    A.     "More
      order information" letters: $1.00 plus postage (letter to be
      provided)

    B.      Outbound
      communications: $2.00 (outbound customer calls, placing orders for packaging,
      etc.)

    C. 
          Phone orders: $2.00

    D.    
      Walk-in orders: $5.00

    E.    
       Backorder management: 50% of processing cost per order

    F.    
       Pallet storage: $25 per pallet per month

    G.     Shipment
      of full pallets: $45 each

    H.     Programming
      expenses (post-setup): $75/hour

    I.      
      Other labor charges not included above: $25/hour

     

     

     

     8