exhibit_4-3.htm


    
      

    

    Exhibit
      4.3

     

     

    MARCUM
      MEDIA LLC

    infomercial marketing

     

     

     

     

    Media
      Purchase & Consulting Agreement
      
        

      

    

     

    This
      agreement is between Marcum Media, LLC located at 11811 N. Tatum Blvd,
      Suite P-155, Phoenix, AZ 85028 hereby referred to as "MM" and AmerElite
      Solutions, located at 2429 S 51" Ave, Suite 101, Phoenix, AZ 85043 hereby
      referred to as "Client". The nature of this agreement is to enter into a media
      buyer/consultant-client relationship between MM and said Client for Client's
      direct response marketing campaign.

     

    In
      consideration of the agreement set forth herein, the parties agree to the
      following:

     

    Consultation
      Services:

     

    
      	
               

            	
              1.

            	
              Client
                agrees to pay MM a 810,000 Retainer Fee for Consulting Services creation
                and launch of the Collesence national TV campaign. MM will provide
                consultation that may include, but is not limited to product
                marketability, price point testing, campaign cost-effectiveness,
                campaign
                feasibility, script review, talent selection, show production, regulatory
                compliance as well as selection and coordination with necessary
                infrastructure vendors: inbound telemarketing, product fulfillment,
                credit
                card processing, and customer
                service.

            


    

     

    Media
      Placement Services:

     

    
      	
            	
              1.

            	
              Client
                agrees to have MM exclusively buy 30-minute infomercial media for
                their
                products on a variety of cable networks and broadcast stations for
                the
                life of this Agreement.

            


    

     

    
      	
               

            	
              2.

            	
              MM
                will buy media based on availability and shall purchase schedules
                on a
                weekly, monthly and/or quarterly basis. If schedule calls for a
                non-cancellation clause, Client must comply with such clause, Client
                must
                give standard two weeks cancellation to MM on all stations and
                networks.

            


    

     

    
      	
            	
              3.

            	
              MM
                will create schedules for Client. Schedules will be done in two phases:
                test and, if successful,
                rollout. During the rollout phase, nm
                will review and schedule allocations on all available
                networks and stations, including those requiring AOR. Client will
                approve
                of all media and
                budgets.

            


    

     

    
      	
            	
              4.

            	
              MM
                will review and analyze media on a daily basis and prepare media
                reports
                for Client based on weekly results.

            


    

     

    


    


    
      
        
           

        

        
          1

          
            

          

        

        
           

        

      

    

    


    
      	
               

            	
              5.

            	
              Payments:
                Client will pay MM for its media placement services at the standard
                commissionable agency
                rate of
                15% for Test Phase and 7.5% for rollout. Commission will be deducted
                from
                the gross rate quoted by station. All media requires a two (2) week
                in
                advance payment. Therefore, MM must receive the funds two (2) weeks
                prior
                to scheduled start date. Consulting Fee of $10K is refundable at
                rollout with media spending of $100K or more per
                week.

            


    

     

    
      	
               

            	
              6.

            	
              Collections:
                reasonable collection costs will be incurred by Client on
                default.

            


    

     

    
      	
               

            	
              7.

            	
              Cancellations:
                Client must notify MM if it wishes to cancel any particular program
                scheduled by MM. Such notice must be received by MM no later than
                two full
                work weeks prior to the date upon which such Program was originally
                scheduled to air. If such notice is not received in a timely manner,
                then
                MM will not be responsible for its failure to cancel airing of such
                Program. but Client will still be responsible for payments to MM
                of all
                moneys owed to it for media purchases made on Client's
                behalf.

            


    

     

    
      	
               

            	
              8.

            	
              Term
                and Termination: this agreement shall be effective as of the date of
                execution hereof and shall remain in effect for a period of one year,
                unless sooner terminated. At any time during the term hereof, either
                MM or
                Client shall have the right to terminate this Agreement for any reason,
                without penalty. In the event of such termination, neither party
                will have
                any further responsibility to the other part, except that client
                will be
                responsible for payment to MM of all moneys owed to it for media
                purchases
                made on Client's behalf.

            


    

     

    We
      look
      forward to working with you and building a strong relationship in the promotion
      of your products.

     

    
      	 AmerElite
              Solutions	 	 	 	 
	 	 	 	 	 
	
              /s/
                Rob
                Knapp

            	 	 Date	
              12/6/05

            	 
	
              Rob
                Knapp,
                President

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 


    

    
 

     

     

     

     

     

     

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