exhibit_4-5.htm


    
      

    

    Exhibit
      4.5

     

    


    InPulse
      Response Group, Inc. - Amerelite Solutions

    February
      8, 2006

    Page
      1 of 5

    InPulse

    RESPONSE
      GROUP

    
      
        

      

    

    AGREEMENT
      FOR DIRECT RESPONSE SERVICES

     

    THIS
      Agreement (Agreement") is made as of February 8, 2006, by and between InPulse
      Response Group, Inc., an Arizona Corporation ("InPulseTM") with offices at 501 N.
      44. Street,
      Suite 300, Phoenix, AZ 85008 and Amerelite Solutions ("Client"), located at
      2429
      S 51st Ave, Ste 101, Phoenix, AZ 85043 , for the development, administration
      and
      implementation of Direct Response Campaigns related to Client's products and
      services.

     

    
      	
            	
              1.
                

            	
              InPulse
                Responsibilities -- InPulse will provide direct response services
                to the best of its ability to client in the manner and method identified
                in each addendum for services. Each addendum will outline the scope
                of
                work and the pricing associated with client's campaign. InPulse
                responsibilities in providing services
                include:

            


    

    A.     Inbound
      calls

    Receive
      telephone calls generated by Client advertising for the Product and promote
      and
      sell the product. InPulse shall not cross sell or up sell any products unless
      first approved by Client. InPulse shall provide the services set forth herein
      twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a
      year.

    B.     Outbound
      calls

    Generate
      outbound telephone calls to Client's list(s) to promote and sell approved
      products and/or services. InPulse shall not cross sell or up sell any products
      unless first approved by Client. InPulse shall provide outbound telemarketing
      services as set forth in each properly executed addendum to this
      Agreement.

    C.     Scripts

    Develop,
      in conjunction with and subject to the approval of Client, sales scripts for
      InPulse sales representatives to use in the selling of the product and
      authorized cross sells and up sells. All sales scripts will be submitted to
      client for review for substantive accuracy and will not be used unless client
      has approved them in writing. InPulse sales representatives shall not deviate
      materially from the scripts or make claims in addition to or different from
      the
      claims in the scripts.

    D.     Contact
      Person

    InPulse
      shall designate one (1) primary contact to the client account who will be
      available during regular business hours (9:00 a.m. to 5:00 p.m. Pacific time)
      and InPulse will assign an alternate contact for the client account when the
      primary contact is not present and readily accessible.

    E.     Monitoring

    InPulse
      will monitor its telephone operators' performance on a regular basis for quality
      assurance purposes and for purposes of ensuring compliance with any and all
      applicable laws and regulations, including without limitation, the Telemarketing
      Sales Rule, Telephone Consumer Protection Act, Telephone Consumer Fraud and
      Abuse Prevention Act and any applicable state telemarketing laws. Specifically,
      InPulse will record and archive all sales verifications and shall keep all
      such
      recordings for a minimum of three years from the inception date of each
      recording. For purposes of this provision, the sales verification portion of
      the
      call shall include disclosure of all material terms of the product offer and
      the
      customer's acceptance of the offer.

    F.     Data
      Transmission

    InPulse,
      agrees to transmit all completed orders for Client's campaign to Client (or
      Clients designee) in the format reasonably requested by Client. This format
      shall
      be
      mutually agreed upon prior to beginning a campaign and will require Client
      approval before campaign begins. InPulse will use its best efforts in ensuring
      the accuracy and timeliness for data and reporting provided to the Client.
      InPulseTM will
      not be responsible or liable for any costs relating to any checking or credit
      card accounts, or any related fees and taxes. Client shall be responsible for
      establishing policies and rules for the collection and payment of shipping
      charges, handling charges, insurance charges, and all state and local
      sales/transaction privilege taxes and any other applicable taxes. Client shall
      be responsible for the reporting and payment of all state and local
      sales/transaction privilege taxes and any other applicable taxes.

     

    
      	
            	
              2.
                

            	
              Client
                Responsibilities - Client will assist and cooperate to the best
                of its ability with InPulseTM" to facilitate the provision of such
                services. Client agrees to provide this assistance and cooperation
                within
                a 24-hour period for requests from InPulseTM, Client also agrees to comply
                with all the terms and conditions of this Agreement. If Client's
                products,
                programs, materials, goods and property are objectionable, misleading,
                fraudulent, prohibited by law or sexually explicit as determined
                by
                InPulseTM, InPulseTM may, upon notice to client, immediately terminate its
                obligations under this Agreement without liability and Client shall
                be
                responsible for payments for services provided as outlined within
                this
                Agreement.

            


    

     

    
      	
            	
              3.
                

            	
              Confidentiality -
                Both parties recognize and mutually agree that all information regarding
                each party's proprietary technologies, services, pricing and information
                are confidential and proprietary, and as such, all confidential
                information may not be disclosed or used for any purpose whatsoever
                except
                to perform under this Agreement. All consumer information captured
                over
                the telephone (including, but not limited to, names, addresses, telephone
                numbers, ANI, credit card numbers) is confidential and is the property
                of
                client. This paragraph does not apply to (i) information known or
                which
                has become public through no fault of either party, including but
                not
                limited to, information either party already had in its possession
                prior
                to the date of disclosure of such information, (ii) information either
                party obtains from a third party on a non-confidential basis; or
                (iii) any
                information that InPulseTM
                or Client
                is required by law to disclose.

            


    

     

     

     

    


    
      
        
          Proprietary
            and
            Confidential to InPulseTM Response Group

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    InPulse
      Response Group, Inc. - Amerelite Solutions

    February
      8, 2006

    Page 2
      of 5

    InPulse

    RESPONSE
      GROUP

    
      
        

      

    

     

    
    

     

    
      	
               

            	
              4.

            	
              No
                Hire - Client, or any successor in interest to Client or any
                company, person or entity under control of Client, shall not employ
                any
                InPulseTM employee in any capacity, including subcontractor status, during
                the term of this Agreement or for a period of six (6) months following
                the
                termination of this agreement unless authorized in writing by InPulseTM,
                Client agrees that such action without prior written authorization
                from
                InPulseTM. would result in significant damage to InPulseTM, and Client
                agrees to pay one {1) times the annual compensation of the employee
                and
                any costs associated with replacing that employee as liquidated damages
                for its breach of this provision.

            


    

     

    
      	
               

            	
              5.

            	
              Telephone
                Number Utilization - In the event that client utilizes inbound
                telesales services InPulseTM, will provide to Client inbound telephone
                coverage via exclusive toll-free long distance telephone numbers
                and
                Client shall direct customers to call specific telephone numbers
                as
                assigned to Client by InPulseTM. These telephone numbers shall be used by
                Client only during the term of the Agreement and such telephone numbers
                are and will remain the exclusive property of InPulseTM. InPulseTM will be
                responsible for completing the programming of such telephone numbers
                as
                agreed between the Client and InPulseTM. Upon termination of this
                Agreement, InPulseTM will terminate the Client's right to utilize such
                telephone numbers. In the event that this agreement is terminated
                per
                Paragraph 9 InPulseTM may direct sales consultants to inform callers on a
                particular telephone number that InPulseTM is not taking calls for such
                program, service or product. In such event as InPulseTM continues to take
                such calls for Client, Client shall pay InPulseTM a per-second charge for
                InPulseTM operators handling such calls, a charge for informational
                announcement time and commission per sale as defined in this or any
                other
                agreement between the parties. InPulseTM will not be liable to Client or
                any other person for direct or indirect claim, loss, injury, damage
                or
                cost sustained in connection with the termination of the Client's
                right to
                utilize an telephone number.

               

              In
                the event Client utilizes outbound
                teleservices, InPulseTM will utilize its own telecommunications services to
                enable the calling campaign to proceed on Client's
                behalf.

            


    

     

    
      	
               

            	
              6.

            	
              Payment
                for Services - InPulseTM will invoice client for services on a
                weekly basis. Payment is due 14 days from invoice date. Any amount
                not
                paid within 14 days old shall be subject to a five percent (5%) late
                fee.
                Furthermore, any amount that is not paid within fourteen (14) days
                will
                accrue interest at 1.5% per month, or the maximum allowable by law,
                Payment of InPulseTM's invoices is neither dependent upon Client's
                collection from customers nor dependent on Client's customer returns.
                It
                is the responsibility of Client to charge and collect upon customer's
                credit cards or other payment options, and to facilitate and fulfill
                customer orders promptly. Based on the information provided by Client
                and
                InPulseTM's account analysis, InPulseTM, will establish a credit limit for
                Client. InPulseTM may require a security deposit prior to initiating
                service. If client exceeds the established credit limit, the amount
                above
                the credit limit is immediately due and payable. If client is unable
                to
                resolve any credit issue within fourteen (14) days of our initial
                written
                notification to Client, InPulse, may immediately terminate services
                for
                Client and terminate Client's right to utilize any telephone number
                belonging to InPulse, . At our option, InPulseTM may continue to take
                orders but hold them from fulfillment until such time as the credit
                condition is removed by mutual agreement. If there remain unencumbered
                funds following completion of Client's projects and Client has paid
                all
                outstanding invoices, InPulseTM will refund any balance of the security
                deposit within fourteen (14) days of request by
                Client.

               

              Client Shall be responsible for,
                and shall
                promptly pay, all sales taxes, service taxes, use taxes, fees or
                charges
                levied or assessed by any governmental authority or agency thereof
                as a
                result of this Agreement or the services to be provided to Client
                there
                under except taxes levied or assessed on the net income or profit
                of
                InPulse.

            


    

     

    
      	
               

            	
              7.

            	
              Program
                Pricing - InPulseTM shall provide to Client the specific charges
                and fees for each requested service as defined in attached addendums.
                InPulseTM reserves the right to modify these charges on the basis of a
                requested change in services by
                Client.

            


    

     

    
      	
            	
              8.

            	
              Duration
                and Termination - This agreement will be in effect for a period
                of one (1) year from the date of this agreement, with an automatic
                renewal
                on an annual basis. Both parties reserve the right to terminate this
                Agreement by providing thirty (30) days written notice to the other
                party,
                provided however, the terms and conditions of this agreement shall
                remain
                in full force and effect regarding any unfulfilled obligations of
                either
                party.

            


    

     

    
      	
            	
              9.
                

            	
              Compliance
                - The parties agree that InPulseTM shall be acting solely as Client's agent
                when performing services and obligations under this Agreement. InPulseTM
                and Client shall comply with all federal and state laws and regulations
                governing telemarketing activities including, without limitation,
                the
                Telemarketing and Consumer Fraud and Abuse Prevent Act of 1993 and
                all
                regulations promulgated there under, and the parties agree to provide
                each
                other, upon written request, with written evidence of
                compliance.

            


    

     

     

     

    
      
        
          Proprietary
            and Confidential to InPulseTM Response Group

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      InPulse
        Response Group, Inc. - Amerelite Solutions

      February
        8, 2006

      Page 3
        of 5

      InPulse

      RESPONSE
        GROUP

      
        
          

        

      

    

     

    
      	
               

            	
              10.

            	
              Assignment
                -- Except as outlined in section 11 below, InPulse may delegate
                or assign any duties under this agreement to "remote agents' and/or
                agents
                supplied by temporary employment agency(ies) working or contracted
                by
                InPulse, or to any subsidiary or company under common ownership,
                to
                provide similar services, at its discretion, at any time. Inpulse
                may
                delegate or assign any duties under this contract to any company
                not under
                common ownership with the Client's prior written consent. Any such
                delegation or assignment shall provide that the assignees are subject
                to
                all the terms and conditions set forth in this
                agreement.

            


    

     

    
      	
               

            	
              11.

            	
              Inability
                to Perform - In the event that, due to circumstances beyond our
                control, (including but not limited to labor disturbances, strikes,
                lockouts, failure of a carrier to provide lines of service, Government
                regulations or interference, accidents, fires, explosions, acts of
                terrorism or any similar interruption beyond our reasonable control)
                InPulseTM is unable to provide service, our obligations under this contract
                will be suspended until such time as services can be restored. However,
                that inability will not absolve Client of its responsibilities under
                this
                contract, including payment of any outstanding invoices as due. In
                the
                event of any interruption of services, InPulseTM shall use its best efforts
                to cause the restoration of such services as soon as possible. InPulseTM
                will work with Client to ensure there are adequate back up and contingency
                plans to reroute projects to overflow telemarketing companies in
                order to
                minimize the possibility of Client losses and to maintain the program
                for
                the Client in the event of such emergencies. Client will be responsible
                to
                arrange for such overflow telemarketing companies, should Client
                elect to
                provide overflow facilities and disaster recovery in the event InPulseTM is
                unable to perform. This contingency overflow and disaster recovery
                will be
                arranged at the sole expense of the Client. Additionally, Alternative
                Destination Routing features or any advanced telephone network routing
                features requested by Client will be implemented and billed to Client
                at
                InPulseTM's cost. It InPulseTM's obligations are suspended pursuant to this
                section, InPulseTM will not be liable to the Client or any other person or
                entity for any claims or causes of action in any way arising out
                of or
                related to such suspension.

            


    

     

    
      	
               

            	
              12.

            	
              Limitation
                of Liability - InPulseTM will not be liable to Client for any lost
                profits, any lost business, or any indirect, consequential, incidental
                or
                special losses or damages arising under this Agreement or any additional
                agreements between the parties. InPulse and its suppliers do not
                warrant
                the performance or results you may obtain by using its services.
                Results
                may vary from time to time and neither payment for services nor the
                responsibilities of client will be relieved by any changes in the
                results
                of clients direct marketing programs. Any and all actions or claims
                brought against InPulseTM, its suppliers or successors for breach of
                Agreement must be commenced within six (0) months after Client becomes
                aware of such cause of action or claim, or such cause of action or
                claim
                shall be forever barred. In the event of differences between the
                terms and
                conditions of this Agreement and any other agreement between the
                parties,
                the terms and conditions of this Agreement shall
                control.

            


    

     

    
      	
               

            	
              13.

            	
              Indemnification
                - The Client and InPulseTM mutually agree to indemnify, defend and hold
                harmless each other and their respective directors, officers, employees
                and agents from and against all liabilities and expenses whatsoever,
                including without limitation, claims, damages, judgments, awards,
                settlements, investigations, cost and reasonable attorney fees, which
                either party may incur or become obligated to pay arising out of,
                resulting from, or relating to (i) any products or services marketed
                under
                the terms of this Agreement, or (ii) breach by either party of any
                of its
                representations, obligations, agreements or duties under this
                Agreement.

               

              The aggrieved party will immediately
                (within seven (7) days) notify the aggrieving party in writing of
                any
                claims threatened or asserted against the aggrieved party. The aggrieved
                party shall have the right to satisfy and discharge the same by suit
                or
                settlement or otherwise. The amount of any claim determined to be
                due by
                way of suit, settlement, or otherwise shall immediately become due
                and
                payable by the aggrieving party to the aggrieved party upon
                demand.

               

              Under this Agreement both parties
                agree to
                promptly notify (within seven (7) days) the other party in writing
                of any
                and all claims threatened or asserted against them. Each party reserves
                the right, at its own expense, to contest such claims. If either
                party is
                actively contesting a claim, the contesting party shall not settle
                with
                claimant without the other party to this Agreement's written
                consent.

            


    

     

    
      	
               

            	
              14.

            	
              AttorneyFees
                - In the event of legal action or other proceedings brought
                because of an alleged dispute, breach, default or misrepresentation
                in
                connection with this Agreement, the prevailing party shall be entitled
                to
                recover reasonable attorney's fees, expenses and costs incurred,
                in
                addition to any other relief to which they may be entitled by
                law.

            


    

     

    
      	
               

            	
              15.

            	
              Entire
                Agreement - This Agreement and its attached Exhibits, constitutes
                the entire understanding between InPulseTM and Client and supersedes all
                negotiations, representations, prior discussions and preliminary
                agreements between the parties relating to the subject matter hereof.
                Any
                modification or addenda must be in writing and signed by both
                parties.

            


    

     

     

    


    
      
        
          Proprietary
            and Confidential to InPulseTM Response Group

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      
        InPulse
          Response Group, Inc. - Amerelite Solutions

        February
          8, 2006

        Page 4
          of 5

        InPulse

        RESPONSE
          GROUP

        
          
            

          

        

      

    

     

    
      	
               

            	
              16.

            	
              Controlling
                Law - The validity, interpretation, and performance of this
                Agreement, will be controlled and construed under the laws of the
                County
                of Maricopa, State of Arizona, in the United States of America. Exclusive
                jurisdiction and venue for any litigation regarding this Agreement
                shall
                be in the Maricopa County, Arizona Superior Court or the United States
                District Court for the District of Arizona, Phoenix
                Division.

            


    

     

    
      	
               

            	
              17.

            	
              Further
                Action - InPulseTM and Client shall execute and deliver all
                documents, provide all information and take or forebear from all
                such
                action as may be necessary or appropriate to achieve the purposes
                of this
                Agreement.

            


    

     

    
      	
               

            	
              18.

            	
              Severability
                - In the event that any provision contained herein is held to be
                invalid,
                illegal or unenforceable by any court, such provision will be deemed
                severable from the remainder of this Agreement, and shall not affect
                the
                remaining provisions of this
                Agreement.

            


    

     

    
      	
               

            	
              19.

            	
              Presumptions
                - InPulseTM, and Client jointly prepared this Agreement so any
                interpretation herein shall not be strictly construed against either
                party.

            


    

     

    
      	
               

            	
              20.

            	
              Waiver
                - The failure of either InPulseTM or Client to take affirmative action,
                with respect to any conduct of the other which is in violation of
                this
                Agreement, shall not be construed as a waiver of the violation or
                breach,
                nor shall it be construed or deemed to be a waiver of any rights
                of the
                parties.

            


    

     

    
      	
               

            	
              21.

            	
              Publicity
                - Any publicity concerning the relationship established by this Agreement
                shall be released only upon mutual consent of both InPulseTM and Client.
                InPulseTM and Client agree that InPulse, and/or any of its authorized
                representatives may use Client's name as a reference, or as part
                of
                InPulseTM's Client list, in any written or oral proposal which InPulseTM may
                make to prospective Clients, provided Client is notified prior to
                disclosure and that such use of this information shall not constitute
                a
                disclosure of confidential
                information.

            


    

     

    
      	
               

            	
              22.

            	
              Authorization
                - Both parties represent and warrant that they are duly organized
                and in
                good standing and are authorized to enter into this Agreement. The
                person
                executing this Agreement on behalf of either party is authorized
                to
                execute and deliver the same on behalf of that party and to bind
                that
                party. Further, the person executing this Agreement on behalf of
                either
                party agrees to indemnity each other from and against any damages
                that the
                other party may sustain in the event that it is determined that such
                person was not authorized to sign this
                Agreement.

            


    

     

    
      	
               

            	
              23.

            	
              Notices
                - Notices for this Agreement must be in writing and shall
                be
                delivered by hand or by postage prepaid, registered or certified
                U.S. mail
                with return receipt requested, or by Federal Express or UPS, to the
                parties at the following addresses:

            


    

    
      	 


    

     

     

     

     

    
      	For
              InPulse Response Group, Inc.
              Steve
                Pittendrigh

              501
                N. 44th Street, Suite
                300

              Phoenix,
                AZ
                85008

            	 	
              For
                AMERELITE SOLUTIONS

              2429 S. 51st Ave, Ste 101

              Phoenix, AZ 85043

            
	 	 	 
	 By:/s/
              Steve Pittendrigh	
               

            	
               By:
                /s/ Robert Knapp

            
	
              Steve
                Pittendrigh

            	 	
               Robert
                Knapp

            
	
               President

            	
               

            	 
	 	 	 
	
               3/1/06

            	 	
               2/23/06

            
	
               Date

            	 	
               Date

            


    

     

     

    


    
      
        
          Proprietary
            and Confidential to InPulseTM Response Group

        

        
          4

          
            

          

        

        
          
          

        

      

    

    
       

      
        
          InPulse
            Response Group, Inc. - Amerelite Solutions

          February
            8, 2006

          Page 5
            of 5

          InPulse

          RESPONSE
            GROUP

          
            
              

            

          

        

      

       

    

     

    Exhibit
      A: Inbound Pricing Agreement

    Program
      Name: Collagen Fusion

    Client
      Name: Amerelite Solutions

     

    
      	
              Administrative
                Fees:

            	 
	
              Program
                Set-Up Fee:

            	
              $1,500

            
	
              Must
                be paid before calls commence

            	 
	
              Monthly
                Service Minimum:

            	
              $5,000
                waived for 60 days

            
	
              Any
                difference between actual Monthly billings (using

              media
                calendar) and the minimum will be billed to client.

            	 
	
              Security
                Deposit:

            	
              If
                required, after InPulse Credit Review

            
	
              If
                required, must be paid before calls commence.

            	 
	
              Telemarketing
                Fees:

            	 
	
              Commission
                per Order

            	
              3%
                or $3.00 whichever is greater. Also, there will be a

            
	 	
              $0.50
                per unique read, negative option, continuity sale.

            
	
              Talk
                Time Charge

            	
              $0.0150
                per second

            
	
              Informational
                Announcement Time

            	
              $0.004
                per second

            
	
              Customer
                Service

            	 
	
              Training
                Fees:

            	 
	
              Specialized
                Training after Program Launch

            	
              $15.00
                per telesales consultant, per hour

            
	
              Subsequent
                to initial agreed upon training

            	 
	
              Reporting/Data
                Transmission Fees:

            	 
	
              Customized
                Reporting

            	
              $150
                per customized programming hour

            
	
              As
                requested by client and agreed to in writing

            	 


    

    


    Additional
      services are available upon request

     

     

     

     

    
       

      
        	InPulse
                Response Group, Inc.	 	
                Amerelite
                  Solutions

              
	 	 	 
	 By:     
                /s/ Steve Pittendrigh	 	 By:     
                /s/ Robert Knapp
	
                 Steve
                  Pittendrigh

              	 	
                 Robert
                  Knapp

              
	
                 President

              	 	 
	 	 	 
	
                 3/1/06

              	 	
                 2/23/06

              
	
                 Date

              	 	
                 Date

              


      

    

    
 

     

     

     5