ADMARK COMMUNICATIONS, INC.
Exhibit
4.2
ADMARK
COMMUNICATIONS, INC.
CONSULTING
RETAINER
AGREEMENT
1
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,
Xxxxx X'Xxxxxxxxxxx is the president of Ad Xxxx and,
WHEREAS,
AES is a manufacturing and distributing business incorporated in Nevada and
doing business in Phoenix, Arizona and;
WHEREAS,
Xxx Xxxxx 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:
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.)
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2.
|
AES's
obligation to pay this amount will begin on January 2, 2006 and end
December 31, 2006.
|
|
3.
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In
addition to the weekly retainer fee, AES will immediately transfer
100,000
shares of its stock to the Xxxxx X. X'Xxxxxxxxxxx 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 Xxxxx X. X'Xxxxxxxxxxx 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
|
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.
|
MODIFICATIONS
AND WAIVERS
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|
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.
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|
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14.
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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
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By:
|
/s/ Xxxxx X’Xxxxxxxxxxx | |
| Xxxxx X’Xxxxxxxxxxx, President | |||
| AmerElite Solutions, Inc. | |||
|
DATE:
1-17-06
|
By:
|
/s/ Xxx Xxxxx | |
| Xxx Xxxxx, President | |||
| Title | |||
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