Advertising Services Agreement

EXHIBIT 4.3


ADVERTISING SERVICES AGREEMENT WITH


CREATIVE IMPACT COMMUNICATIONS, INC.


DATED OCTOBER 4, 2000


ADVERTISING SERVICES AGREEMENT


THIS AGREEMENT, MADE AND ENTERED INTO THIS 4TH Day of October, 2000 by and between CREATIVE IMPACT COMMUNICATIONS, INC. (hereinafter referred to as "Creative"), and CeleXx Corporation (hereinafter referred to as "Client").


W I T N E S S E T H:
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WHEREAS, Creative and the Client desire to enter into an agreement regarding the services of Creative to advertise the Client's services or products.


IT IS THEREFORE agreed as follows:


1. ADVERTISING SERVICES. Creative shall act as Client's exclusive agent and perform, upon prior authorization by Client as provided herein, on behalf of the Client for the Client's account, any or all of the following services to the extent necessary to meet Client's needs:


(a) Develop a advertising and marketing concept and program designed to meet Client's needs and budgetary limitations;
(b) Develop a website for Client;
(c) Develop a direct marketing campaign for Client;
(d) Develop a public relations or investor relations campaign for Client;
(e) Contract with the advertising media and with others for space or time to carry out the advertising program at competitive terms and rates subject to Client's approved estimates;


(f) Facilitate vendor services on behalf of Client pursuant to development of advertising campaign, including the issuance of necessary purchase orders, based on Client's approved estimates;


(g) Negotiate, arrange, and contract on behalf of the Client for any special talent required and for all photography, models, special effects, layouts, and artwork, and for all printing, including any required engravings, electrotypes, typography, and any other necessary technical services for use in the advertising program;


(h) Review all tear sheets and/or affidavits and/or invoices and make timely payment to all persons or firms supplying services in connection with the advertising program on behalf of Client;


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(i) Permit Client to review and approve all plans, ideas and advertising concepts in various stages of development;
(j) Render periodic electronic reports regarding the status and progress of the advertising program; and
(k) Advise and bill Client for all remittances made by Creative on behalf of Client and maintain complete and accurate books and records in this regard.


2. PRIOR APPROVAL OF CLIENT. Creative shall not incur any obligations or provide any services herein for Client's account in an amount more than two thousand dollars ($2,000) without first obtaining written approval from Client. In order to obtain Client's approval, Creative shall submit written proposals to Client, containing full descriptions of the proposed advertisements and estimates of the cost of the obligations or services involved, including media costs, cost of preparation of the advertisements, cost of production of advertising services, and any additional costs, such as mailing, postage, and similar items. Client may provide Creative with approval of written proposals, estimates or proposed advertising services, in writing via telefax, electronic mail or US mail. Creative shall not be responsible for missed deadlines or closing dates caused by the delay of Client in approving the advertising proposals and estimates.


3. ADVERTISING COSTS AND EXPENDITURES.


(A) ADVERTISING EXPENDITURES. Client shall reimburse Creative for all out-of-pocket costs incurred and expenditures made on behalf of Client for services provided outside Creative, including, but not limited to, costs for typography, engravings, electrotypes, printing, photographs, art work and comprehensive layouts, and television and radio commercial production costs including but not limited to talent, props, scenery, sound and lighting effects, rights, license fees, and producers' fees. Creative shall present Client with an estimate of such costs to be approved by Client prior to initiating work.


(B) SHIPPING. Client shall pay Creative for its direct cost of mailing, packaging, shipping, taxes, and duties, incurred by Creative in connection with the performance of the advertising services on behalf of Client as provided in this Agreement.


(C) TAXES. Client shall be liable for all taxes, excises, and other governmental charges required to be paid or collected by Creative under any federal, state, or other law, applicable to production, processing, transportation, storage or delivery ...