LIMITED GUARANTY

Exhibit 10.3

LIMITED GUARANTY

This Limited Guaranty (“Guaranty”) is made by the following individuals with residence and mailing addresses as set forth below (referred to herein as the “Guarantors”)

to and for the benefit of MARQUETTE COMMERCIAL FINANCE, INC. (“MCF”), a Minnesota corporation authorized to transact business in Texas.

A.

MCF has contemporaneously herewith entered into that certain Account Transfer and Purchase Agreement dated as of July 13, 2006 (such agreement, and all amendments and modifications thereof, collectively, the “Purchase Agreement”), to which reference is made for all purposes, with Adsouth Marketing, LLC (referred to herein as the “Seller”), pursuant to which MCF has purchased or will purchase all right, title and interest in certain accounts receivable of the Seller (the “Accounts”), on those terms and conditions set forth in the Purchase Agreement.

B.

MCF is willing to enter into the Purchase Agreement only if the Guarantors execute and deliver this Guaranty to MCF.

NOW, THEREFORE, in consideration of the aforesaid premises and other good and valuable consideration, and for the purpose of inducing MCF to enter into the Purchase Agreement and to purchase accounts receivable from the Seller pursuant to the terms thereof, the sufficiency of which is hereby acknowledged, the Guarantors hereby covenant and agree as follows:

1.

The Guarantors hereby unconditionally and irrevocably guarantee the payment in full of any losses incurred by MCF under the Purchase Agreement (collectively the “Obligations”) to the extent that such losses are related to or attributable to any of the following limited circumstances only:

(a)

In the event that the Seller takes any affirmative actions which result in the failure of MCF to obtain payment and which result in losses to MCF under the Purchase Agreement as a result of any of the following:

1.  a representation to MCF by Seller under Section 9 of the Purchase Agreement was not true when made, and that misrepresentation results in losses to MCF under the Purchase Agreement;

2.  the Seller takes an affirmative action to discount or subordinate an Account sold to MCF under the Purchase Agreement, and such action results in losses to MCF; and

3.    provided that the Seller fails to make good or offer satisfactory restitution to MCF within a period of 90 days after the occurrence of any losses to MCF under this Purchase Agreement, after receipt of notice from MCF of such loss.

(b)

In the event that the Seller, the Guarantors, or any other person, without receiving prior written consent from MCF, shall cash, deposit, or retain, any checks, drafts, monies or proceeds of the Accounts purchased by MCF, and the Seller shall fail to tender the entire amount of the same to MCF.

2.

MCF shall be required, as a condition precedent to making a demand upon the Guarantors or to bringing an action against the Guarantors under this Guaranty, to act in a commercially reasonable manner with respect to making demand upon, or to institute any action or proceeding, at law or in equity against the Seller or anyone else, or to exhaust its remedies against the Seller, or anyone else, or against any collateral security.  All remedies afforded to MCF by reason of this Guaranty are separate and cumulative remedies and it is agreed that not one of such remedies, whether exercised by MCF or not, shall be deemed to be exclusive of any of the other remedies available to MCF and shall not limit or prejudice any other remedy which MCF may have against any party, including the Guarantors.

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3.

The Guarantors shall remain liable on this Guaranty notwithstanding any change or changes in the terms, covenants or conditions of the Purchase Agreement, or any amendment thereto, hereafter made or granted, or any delay on the part of MCF in exercising its rights hereunder or thereunder, it being the intention h