Marketing Agreement

Exhibit 10.3


MARKETING AND CONSULTING AGREEMENT


This Marketing and Consulting Agreement (this " Agreement" ) dated , 2006 is entered into by and between Future Marketing, LLC, a Delaware limited liability company (" Future" ), and American Telecom Services, Inc., a Delaware corporation (the " Company" ), and effective as of the date of the consummation of the initial public offering of the Company' s stock (the " Effective Time" ).

RECITALS


A. The Company is engaged in the business of sourcing, marketing, and distributing telephony equipment bundled with broadband or prepaid communication services.


B. Future provides the Company with certain marketing, sales and consulting services including the development and execution of the Company' s marketing plans, management of Company accounts, assistance in connection with the Company' s product development and back office services (collectively, the " Services" ).


C. The Company wishes to continue to contract for the Services with Future, subject to the terms and conditions set forth below.


NOW, THEREFORE, in consideration of their mutual promises and agreements and subject to the terms and conditions set forth below, the parties agree as follows:


1. Retention; Term . The Company agrees to retain Future to provide the Services, on the terms and subject to the conditions contained herein. Future shall devote such resources and time as shall be necessary to perform all Services reasonably requested by the Company from time to time. All Services shall be provided in a timely and professional manner. Future shall not, directly or indirectly, render any services of a business, commercial, or professional nature to any other entity or person in any way competitive with the Company, whether for compensation or otherwise. Future represents that the execution of this Agreement and the performance of Future' s obligations under this Agreement do not conflict with or result in a breach or a default under any agreement, contract or instrument to which Future is a party or by which Future is bound. The Term of this Agreement shall commence as of the Effective Time and shall continue through December 31, 2007 unless terminated as provided herein (the " Term" ).


2. Base Fees . In consideration for the performance of the Services, the Company shall pay Future base fees (the " Base Fees" ) on a monthly basis. For the period ending June 30, 2006, Future' s annualized Base Fees shall be $164,000 per year. For the period beginning July 1, 2006, and ending December 31, 2007, Future' s annualized Base Fees shall be $184,800 per year.

Future shall be responsible for all required taxes, whether Federal, state or local in nature, including, but not limited to, income taxes, that are required to be paid by it pursuant to any applicable law.

3. Bonus Payments . Future shall be eligible for Net Sales Bonus payments and Net Profits Bonus payments as follows:


(a) Net Sales Bonus . Future shall be eligible for bonus payments based on the " Company' s Net Sales" , defined as the Company' s revenues collected during the relevant bonus period, less allowances granted to retailers, markdowns, discounts, commissions, reserves for service outages, customer holdbacks, and expenses, (the " Net Sales Bonus" ), as described below.

(i) Calculation and Timing of Payments . The Net Sales Bonus shall be calculated and payable as follows:

(A) Subject to the limitation in Section 3(c) below, one percent of the amount by which the Company' s Net Sales during the fiscal year ending June 30, 2006, exceed $5,000,000, payable within ten (10) days after the first public availability of the Company' s audited financial statements for the fiscal year ending June 30, 2006;


(B) Subject to the limitation in Section 3(c) below, one percent of the amount by which the Company' s Net Sales for the fiscal year ending June 30, 2007, exceed the Company' s Net Sales during the fiscal year ending June 30, 2006 payable within ten (10) days after the first public availability of the Company' s audited financial statements for the fiscal year ending June 30, 2007; and

(C) Subject to the limitation in Section 3(c) below, one percent of the amount by which the Company' s Net Sales for the six-month period ending December 31, 2007, exceed the Company' s Net Sales during the six-month period ending June 30, 2007 payable within ten (10) days after the first public availability of Company' s audited financial statements for the six month period ending December 31, 2007.


(D) The Net Sales Bonus shall in no event exceed seventy five percent (75%) of (x) Future' s then current annual Base Fees or, (y) in the case of the six-month period ending December 31, 2007, the Base Fees during such period.

(ii) Termination for Cause . If this Agreement is terminated for cause by the Company pursuant to Section 7(a) of this Agreement, Future shall be ineligible for any Net Sales Bonus following the date of termination of this Agreement; provided, however, if this Agreement is still in effect on the last day of the fiscal year or other financial reporting period on which a Net Sales Bonus payment is based, Future shall remain eligible for a Net Sales Bonus payment for such period in accordance with this Section 3.

(iii) Termination Without Cause Or For Good Reason . If this Agreement is terminated without cause by the Company, or for Good Reason by Future, Future shall be eligible for a pro rated Net Sales Bonus based on the data from the Company' s audited financial statements for the period ending on the last completed quarter of the financial reporting period on which a Net Sales Bonus is based; it being understood for purposes of Sections 3(a)(i)a and 3(a)(i)b that the sales figures shall be annualized and the resulting Net Sales Bonus shall be equal to the product of (x) the Net Sales Bonus determined on such annualized sales figures and (y) a fraction, the numerator of which shall be the number of quarters completed in the financial reporting period prior to the termination and the denominator of which shall be four; it being


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further understood that for purposes of Section 3(a)(i)c, if the termination occurs after September 30, 2007 but prior to December 31, 2007, the sales figures through the quarter ending September 30, 2007 shall be multiplied by two and the resulting Net Sales Bonus shall be equal to the quotient of (x) the Net Sales Bonus determined on the basis of such sales figures and (y) two. The pro rated bonus hereunder shall be payable within ten days of the termination date of this Agreement.

For purposes of this Agreement, " Good Reason" shall mean (i) the Company' s material breach of this Agreement and its failure to cure such breach within thirty (30) days after written notice thereof from Future to the Company.

(iv) Termination by Future . If this Agreement is terminated by Future for any reason (other than for Good Reason), Future shall be ineligible for any Net Sales Bonus following the date of termination, provided, however, if this Agreement is still in effect on the last day of the fiscal year or other financial reporting period on which a Net Sales Bonus is based, Future shall remain eligible for a Net Sales Bonus payment for such period in accordance with this Section 3.


(b) Net Profits Bonus . During the Term, Future shall receive a bonus based on the " Company' s Net Profits," defined as the Company' s net income, after taxes, as determined in accordance with Generally Accepted Accounting Principles (GAAP), (the " Net Profits Bonus" ), as described below.

(i) Calculation and Timing of Payments . The Net Profits Bonus shall be calculated and payable as follows:

(A) Subject to the limitation in Section 3(c) below, one percent of the Company' s Net Profits for the fiscal year ending June 30, 2006 payable within ten (10) days after the first public availability of the Company' s audited financial statements for the fiscal year ending June 30, 2006;


(B) Subject to the limitation in Section 3(c) below, one percent of the Company' s Net Profits for the fiscal year ending June 30, 2007 payable within ten (10) days after the first public availability of the Company' s audited financial statements for the fiscal year ending June 30, 2007; and


(C) Subject to the limitation in Section 3(c) below, one percent of the Company' s Net Profits for the six-month period ending December 31, 2007 payable within ten (10) days after the first public availability of Company' s audited financial statements for the six month period ending December 31, 2007.


(ii) Termination for Cause . If this Agreement is terminated for cause by the Company pursuant to Section 7(a) of this Agreement, Future shall be ineligible for any Net Profits Bonus payment following the date of termination, provided, however, if this Agreement is still in effect on the last day of the fiscal year or other financial reporting period on which a Net Profits Bonus is based, Future shall remain eligible for a Net Profits Bonus payment for such period in accordance with this Section 3.


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(iii) Termination Without Cause Or For Good Reason . If this Agreement is terminated without cause by the Company, or for Good Reason by Future, Future shall be eligible for a pro rated Net Profits Bonus based on the data from the Company' s audited financial statements for the period ending on the last completed quarter of the financial reporting period on which a Net Profits Bonus is based; it being understood for purposes of Sections 3(b)(i)a and 3(b)(i)b the net profits shall be annualized and the resulting Net Profits Bonus payment shall be equal to the product of (x) the Net Profits Bonus determined on such annualized net profits and (y) a fraction, the numerator of which shall be the number of quarters completed in the financial reporting period prior to the termination and the denominator of which shall be four; it being further understood that for purposes of Section 3(b)(i)(c), if the termination occurs after September 30, 2007 but prior to December 31, 2007, the net profits through the quarter endin ...