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                       ADVERTISING AND MEDIA AGREEMENT

     This ADVERTISING AND MEDIA AGREEMENT ("Agreement") is entered into as of
April 1, 1997, by and between Marketing Direct Concepts, a Nevada Corporation
located at 333 N. Rancho Suite 900 Las Vegas, NV 89106 (hereinafter referred to
as "MDC") and China Resources Development, Inc. a Nevada Corporation located at
23 F, Office Tower, Convention Plaza, 1 Harbour Rd, Wan Chai, Hong Kong
(hereinafter referred to as the "Company").

1.   PUBLIC RELATIONS CAMPAIGN.

     The company hereby engages MDC to design and perform a national financial
public relations campaign for the benefit of the Company which shall be
comprised of the following two components (collectively, the "Campaign"):

     (a) Advertisement in regional and/or national periodical publications
         including: (i) inclusion in MDC's proprietary in-flight magazine series
         which includes the in-flight magazines of United, Delta, Northwest,
         U.S. Air, American and South West; (ii) nationally published magazines
         such as Smart Money, Financial World, Golf, Inc., and Worth; (iii)
         periodic inclusion of the Company in the MDC Stock Report, a monthly
         newsletter authored by MDC focusing upon emerging growth public
         companies (collectively, the "Print Media"). The Company shall not
         appear in all of the foregoing magazines and MDC reserves the right,
         subject to the restrictions set forth in this Agreement, to select in
         consultation with the Company the proper combination of Print Media to
         be utilized in the Campaign.

     (b) MDC will maintain an Internet Web site with current information on the
         Company which will be updated upon a written request of the Company
         (which shall be no more than twice every 30 days) (the "Internet
         Media") This Internet service shall be provided for two years from date
         here of, and as compensation MDC will receive the Restricted Securities
         as set forth in Exhibit B.

     It is agreed that the term of the Campaign shall commence upon execution of
this Agreement and shall terminate once the full value of the Campaign is
reached as set forth in Exhibit A hereto. However, the term of this Agreement is
one year from the date of execution.

     In connection with the Campaign, MDC shall provide Company management,
distribution, follow-up, and tracking data regarding inquiries from prospective
investors to the financial community, including stockbrokers, financial
consultants, financial advisors or any other person or persons who are part of
MDC's database, who may directly or indirectly want to participate in contacting
said prospective investors on behalf of the Company. MDC shall provide the toll
free phone number 1-888-STOCKUP (888-786-2587) to prospective investors for
inquiries on the Company. The Company shall be responsible for the expense of
the inbound telemarketing service; (telephone service only not to exceed
$1000.00 per month) MDC shall provide a detailed invoice to the Company monthly,
and the Company shall reimburse MDC for the expense of answering incoming calls
within 10 days of receipt of such invoice at the rate of $.30 per minute.

     Attached hereto as Exhibit A is a description of the financial scope of the
Campaign. Attached hereto as Exhibit B is a calculation of the compensation due
MDC under this Agreement. Attached hereto as Exhibit C are guidelines for
providing material on behalf of Company's advertisements. Attached hereto as
Exhibit D is the price list used for calculating the cost of services and
advertising provided by MDC on behalf of the Company. Attached hereto as Exhibit
E is the description of the Demand Registration Rights provided to MDC by the
Company pursuant to paragraph 2 (b) (i)

     While the Campaign shall constitute the sole obligation of MDC under this
Agreement, the parties understand that MDC may become involved, with the consent
of the Company and in the sole discretion of


<PAGE>   3

MDC, with other components of the Company's financial operations including an
introduction to an asset recovery and barter specialist to potentially improve
the Company's cash flow. MDC reserves the right to seek separate compensation
for this additional service.


2.   REPRESENTATIONS, WARRANTIES AND COVENANTS.

     (a) MDC. MDC hereby represents, warrants and/or covenants to the
         Company as follows:

         (i)   MDC shall utilize its best efforts to design the Campaign in a
               manner most beneficial to the Company, however, it is understood
               that MDC makes no representations or warranties regarding the
               eventual impact of the Campaign upon the market and price for the
               Company's securities.

         (ii)  MDC shall, at the direction of the Company, prepare copy for
               publication based on information provided by the Company. MDC
               shall provide the Company with a copy of all Print Media it
               intends to utilize; the Company shall have three (3) business
               days to approve such Print Media. After the expiration of
               (3)three business days, MDC will make a second request for
               approval for response due in (24) twenty-four hours. If no
               response is received to the second request within (24)
               twenty-four hours, then the Company shall be deemed to have
               approved such Print Media. It is understood that MDC shall not be
               obligated to make an independent investigation of any information
               provided by the Company and that MDC shall have the right to rely
               exclusively upon the accuracy of statements and documents
               provided by the Company to MDC.

         (iii) MDC's activities at all times will comply with all applicable
               laws.

         (iv)  MDC has all necessary licenses, permits, etc., to conduct its
               affairs and to receive compensation.

         (v)   MDC is aware of restrictions on the use and publication of
               material non-public information.

     (b) THE COMPANY.  The Company hereby represents, warrants and/or
         covenants to MDC that:

         (i)   The Company agrees that it shall make all payments due under
               this Agreement promptly as required by this Agreement. If, during
               the term of this Agreement, the Company falls 30 or more days in
               arrears on its payments to MDC, then MDC reserves the right to:
               (i) immediately suspend the Campaign and (ii) withhold all
               prospective investor leads pending timely payment by the Company.
               Nothing contained herein shall require MDC to suspend the
               Campaign or release the Company to pay its financial obligations
               due hereunder. If the Company falls 60 or more days in arrears on
               its payments to MDC, then in addition to any and all other rights
               granted under applicable laws, MDC shall have the right to demand
               registration of the Restricted Securities (or the securities into
               which the Restricted Securities may be exercised/converted)
               ("Demand Registration Rights") as set forth in Exhibit E.

         (ii)  All information provided by the Company to MDC: (a) shall be
               true, complete and accurate in all material respects and (b)
               shall not omit information material to the operations of the
               Company which is relevant to the advertorial pieces and shall be
               disseminated pursuant to a press release provided to the Dow
               Jones wire service prior to appearing in any MDC media. (ii) MDC
               shall provide a series of guidelines, set forth in Exhibit C
               hereto, regarding public disclosure of information and the
               Company agrees to comply with such guidelines, as long as such
               guidelines do not conflict with any of those provided by the
               NASD, SEC or any other regulatory agency. In the event the
               Company fails to comply with any of the foregoing



                                                                               2
<PAGE>   4

               requirements, then MDC's obligation to conduct the Campaign and
               to provide potential investor leads shall be suspended until the
               Company is in full compliance. Upon execution of this agreement
               the Company shall appoint a company representative who shall be
               the sole point of contact with MDC, brokers introduced by MDC and
               prospective investors. The Company further represents that the
               Company shall provide MDC with an immediate written update in the
               event circumstances change causing information provided to MDC to
               be materially inaccurate. The Company represents that it shall at
               all times, commencing upon the date of this Agreement and
               terminating upon the sale of all Restricted Securities by MDC,
               comply in all material respects with applicable state and federal
               securities laws including, but not limited to (i ) complying with
               all notice and filing requirements and (ii) with certification
               that the Company is listed in good standings with S & P. It is
               understood that the design and implementation of a national media
               campaign is an expensive endeavor requiring many months of
               advanced planning, thus in the event the Company breaches this
               subsection, and such breach shall continue for ten (10) business
               days after Company's receipt of written notice of such breach of
               MDC, then MDC shall have the following remedies: (a) Demand
               Registration Rights; (b) immediate termination of the Campaign;
               and (c ) immediate demand for all amounts due under this
               Agreement.

         (iii) During the first thirty days of this Agreement, at all times
               during regular business hours, upon reasonable notice,
               representative(s) from MDC will have full access to the books and
               records of the Company, provided such documents are "public"
               information, in order to insure that the Company is a suitable
               client, such determination as to suitability to be made by MDC in
               its sole discretion. In the event MDC determines that the Company
               is not a suitable client, MDC shall return to the Company all
               cash, shares and options issued by the Company to MDC hereunder,
               with the exception of reasonable expenses. After the period of
               thirty days has expired, the Company will, upon reasonable
               notice, allow representative(s) of MDC access to books and
               records, provided such documents are public information, for
               ongoing consulting purposes. Should, during the term of this
               Agreement, MDC determine in its sole discretion that the Company
               is an unsuitable client, the Campaign may be immediately
               terminated by MDC pursuant to a written notice to the Company. In
               the event MDC elects to terminate the Campaign under this
               subsection, then: (i) it shall be obligated to return all
               unearned cash compensation; (ii) it shall be obligated to return
               all unearned Restricted Securities and warrants, on a pro rata
               basis calculated by dividing the total number of dollars spent
               into the amount designated to be spent as stated in Exhibit A
               hereto attached. The amount spent will be determined by adding up
               all media, advertising, or other services provided as designated
               in Exhibit D hereto attached. Company recognizes all media or
               services that have been reserved for placement will also apply
               against dollars spent. Upon cancellation MDC will provide proof
               of all media and/or services both that have run, and that are
               scheduled to run.

         (iv)  The Company agrees to indemnify and hold harmless MDC and each
               of its officers, directors, and agents, employees and controlling
               persons (collectively "Indemnified Persons") to the fullest
               extent permitted by law, from any and all losses, claims,
               damages, expenses (including reasonable fees, disbursements, and
               other charges of counsel), actions, proceedings or investigations
               (whether formal or informal), or threats thereof (all of the
               foregoing being hereinafter referred to as "Liabilities"),
               actually incurred by MDC as the proximate result of the Company
               providing MDC inaccurate and false information. In connection
               with the Company's obligation to indemnify for expenses as set
               forth above the Company further agrees to reimburse each
               Indemnified Person for all expenses (including reasonable fees,
               disbursements and charges of counsel) as they are incurred by
               such Indemnified Person. In order to provide for just and
               equitable contribution in any case in which any person entitled
               to indemnification hereunder makes claim for indemnification
               pursuant hereto but it is judicially determined (by the entry of
               a final judgment or decree by a court of competent jurisdiction
               and expiration of time to appeal or the denial of the last right
               of appeal) that such



                                                                               3
<PAGE>   5

               indemnification may not be enforced in such case notwithstanding
               the fact that this Section provided for indemnification, then and
               in each such case the Company and MDC shall contribute to the
               aggregate losses, claims, damages or liabilities to which they
               may be subject (after any contribution from others) in such
               proportion taking into consideration the relative benefits
               received by each party in connection with this Agreement, the
               parties' relative knowledge and access to information concerning
               the matter with respect to which the claim was assessed, the
               opportunity to correct and present any statement or omission and
               other equitable considerations appropriate under the
               circumstances; and provided, that, in any such case, no person
               guilty of fraudulent misrepresentation (within the meaning of
               Section 11(f) of the Securities and Exchange Act of 1934) shall
               be entitled to contribution from any person who was not guilty of
               such fraudulent misrepresentation.

         (v)   The Company agrees to the following: (i) MDC shall be notified
               (30) thirty business days prior to the commencement of any equity
               or debt raised by the Company; provided, however, the Company
               shall not sell any securities pursuant to Regulation S of the
               Securities Act of 1933 without the express written consent of
               MDC, which consent may be withheld in MDC's sole and absolute
               discretion. (ii) the Company agrees that during MDC's awareness
               program the Company shall not, subsequent to the date of this
               agreement, issue or provide any exempt shares from registration
               under Rule S-8, unless consent is granted from MDC prior to
               issuance; (iii) MDC shall be provided copies of all filings by
               the Company with the Securities & Exchange Commission within
               three (3) business days of such filing; (iv) the Company shall
               notify MDC of any other activities it becomes aware of which
               might materially and adversely impact upon the market for the
               Company's securities, including, but not limited to: trading
               lock-up agreements and expirations, pending registration rights
               and communications with the brokerage community and market-makers
               for the Company's securities. In the event the Company shall
               breach this subsection, and such breach shall continue for ten
               (10) business days after Company receipt of written notice of
               such breach from MDC, MDC shall have the right to: (i) terminate
               or delay the Campaign; (ii) retain all Restricted Securities and
               (iii) obtain reimbursement for all unreimbursed out-of-pocket
               costs.

3.   COOPERATION.

     To the fullest extent possible, the Company will furnish MDC with all
financial and other information and data as MDC believes appropriate in
connection with its activities on the Company's behalf, and shall provide MDC
full access to its officers, directors, and professional advisors.

4.   CONFIDENTIALITY.

     MDC agrees that during and after the term of its relationship with the
Company, MDC will not, directly or indirectly, disclose to any third party, or
use or authorize any third party to use, any information relating to the
business or interests of the Company that MDC knows or has reason to know is
regarded as confidential and valuable to the Company. The parties acknowledge
and agree that in determining whether information is confidential information
and/or a trade secret, the fact that such information is not marked
"confidential" shall not adversely affect the confidentiality or trade secret
status of the same. MDC agrees that if its relationship or the discussions with
the Company are terminated for any reason, MDC will immediately return to the
Company all records and papers and all matter of whatever nature to the Company
(including without limitation business plans, customer lists, marketing
information and all other information). MDC shall, however, have the right to
disclose trade secrets or confidential information of the Company in either of
the following events: (1) with the Company's prior express written permission;
or (2) under order of a judicial or administrative process in connection with
any action, suit, proceeding, or claim.

5.   MDC'S SERVICES TO OTHERS.



                                                                               4
<PAGE>   6

     The company acknowledges that MDC or its affiliates are in the business of
providing financial public relations services to others. Nothing herein
contained shall be construed to limit or restrict MDC in conducting such
business with respect to others, or in rendering such advice to others. MDC
shall perform its services hereunder as an independent contractor and not as an
employee of the Company or affiliate thereof. It is expressly understood and
agreed to by the parties hereto that MDC shall have no authority to act for,
represent or bind the Company or any affiliate thereof in any manner, except as
may be agreed to expressly by the Company in writing from time to time.

6.   MISCELLANEOUS.

     (a) Further Actions. At any time and from time to time, each party agrees,
         at its expense, to take such actions and to execute and deliver such
         documents as may be reasonably necessary to effectuate the purposes of
         this Agreement.

     (b) Notices. Any notice or other communication required or permitted to be
         given hereunder shall be in writing and shall be mailed by certified
         mail, return receipt requested (or by the most nearly comparable method
         if mailed from or to a location outside of the United States), or
         delivered against receipt to the party to whom it is to be given at the
         address if such party set forth in the preamble to this Agreement (or
         to such other address as the party shall have furnished in writing in
         accordance with the provisions of this Section). Any notice given to
         any corporate party shall be addressed to the attention of the
         Corporation President. Any notice or other communication given by
         certified mail (or by such comparable method) shall be deemed given at
         the earlier of five (5) business days after certification or at the
         time of receipt thereof.

     (c) Early Termination or Interruption of Contract.

         (i)  Should the Company wish to terminate the services of MDC, without
              cause, during the term of this Agreement, MDC will allow such
              termination under the following terms and conditions.

                  (A) All Restricted Securities due MDC in this Agreement shall
                      have been issued and shall be non-refundable and
                      non-cancelable, except as set forth in section 2, (b)
                      (iii) above and section 6,(c ) (ii) below.

                  (B) The Company shall be required to give thirty (30) days
                      written notice to MDC. The Company shall pay MDC the
                      monthly fee specified in this Agreement that is due during
                      the month of cancellation, and the monthly fee due during
                      the subsequent month to cancellation. MDC's services
                      during said subsequent month will be limited to winding
                      down Campaign and providing all leads to Company.

         (ii) The Company shall have the right to immediately terminate this
         Agreement for "Cause" as hereinafter defined. "Cause" shall exist in
         the event of MDC's: (i) malfeasance; (ii) willful refusal to perform
         its duties under this Agreement; (iii) purposeful and willful breach of
         the covenants contained in this Agreement; and/or (iv) acts of
         dishonesty or the commission of any misdemeanor, felony, or other crime
         involving moral turpitude. In the event this Agreement is terminated
         for Cause as set forth in this section, MDC shall be; (1) obligated to
         return all unearned cash compensation; and (2) shall be obligated to
         return all unearned Restricted securities, options, and/or warrants on
         a pro rata basis calculated by dividing the total number of dollars
         spent into the amount designated to be spent as stated in Exhibit A
         attached hereto. The amount spent will be determined by adding all
         media, advertising, or other services provided as designated in Exhibit
         D attached hereto. Company recognizes all media or services that have
         been reserved for placement will also apply against dollars spent. Upon
         cancellation MDC will provide proof of all media and/or services both
         that have run, and are scheduled to run.


                                                                               5
<PAGE>   7

     (d) Waiver. Any waiver by any party of a breach of any provision of this
         Agreement shall not operate as or be construed to be a waiver of any
         other breach of that provision or any breach of any other provision of
         this Agreement. The failure of a party to insist upon strict adherence
         to any term of this Agreement on one or more occasions will not be
         considered a waiver or deprive that party of the right thereafter to
         insist upon strict adherence to that term or any other term of this
         Agreement.

     (e) Binding Effect. The Provisions of this Agreement shall be binding upon
         and inure to the benefit of the company and MDC and their respective
         successors and assigns, provided, however, that any assignment by any
         party of its rights under this Agreement without the written consent of
         the other party shall be void.

     (f) Damages. In the event any covenant, representation, warranty or
         other term of this Agreement is breached by either party and such
         breach shall continue for a period of ten (10) business days after
         receipt of written notice from the other party, the non-breaching party
         shall be relieved of any obligations it may have hereunder, and the
         non-breaching party, in addition to the rights and remedies granted
         hereunder, shall be entitled to all other recourse provided by
         applicable law.

     (g) Severability. If any provision of this Agreement is invalid,
         illegal or unenforceable, the balance of this Agreement shall remain in
         effect, and any provision is inapplicable to any person or
         circumstance, it shall nevertheless remain applicable to any other
         persons and circumstances.

     (h) Headings.  The headings in this Agreement are solely for the
         convenience of reference and shall be given no effect in the
         construction or interpretation of this Agreement.

     (i) Counterparts:  Governing Law.  This Agreement may be executed in any
         number of counterparts, each of which shall be deemed original, but all
         of which together shall constitute one and the same instrument. It
         shall be governed by and construed in accordance with the laws of the
         State of Nevada, without giving effect to conflict laws.

     (j) Dispute Resolution.  In the event of a dispute with respect to this
         Agreement: (i) such dispute shall be arbitrated in accordance with the
         rules of the State of Nevada and (ii) the prevailing party shall be
         entitled to its reasonable attorney's fees and other costs and expenses
         incurred in litigating or otherwise resolving or settling such dispute.

     (E) Facsimile Copy.  Both parties agree that upon receipt of signatures
         via facsimile this Agreement can be deemed as an original and is
         binding.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.

                                              China Resources Development, Inc.
                                              a Nevada Corporation


                                              By: /s/ Li Shunxing
                                                 -------------------------------
                                                    Li Shunxing, President



                                              MARKETING DIRECT CONCEPTS, INC.
                                              a Nevada Corporation

                                              By: /s/ Michael Calderone
                                                 -------------------------------
                                                    Michael Calderone, CEO,
                                                    President



                                                                               6
<PAGE>   8


                                  EXHIBIT A
                         FINANCIAL SCOPE OF CAMPAIGN

         MDC agrees to provide a national advertising recognition campaign with
the minimum value of $500,000, calculated as set forth below. This represents
the value the Company shall receive. There are no additional charges for these
items other than the telephone charges set forth in paragraph one of the
Agreement and those set forth in Exhibit B.

         1.   All Print Media shall be valued at the particular magazine's
              published open rate (see attached Exhibit D) upon the date of this
              Agreement. Inclusion of the Company in the MDC Stock Report shall
              be valued at $75,000 per issue with a minimum mailing of 75,000 to
              MDC subscribers (see attached Exhibit D). It is agreed that a
              minimum of 70% of the financial value of the Campaign shall be in
              the form of Print Media.

         2.   Internet Media shall be provided at the cost of $10,000 per month
              as shown in Exhibit D hereto attached.

         3.   MDC represents that during the term of the Campaign it shall
              provide at least 75,000 leads regarding prospective investors
              during the term of the contract and in which time the Campaign is
              in effect. In the event that the Campaign does not generate, or
              MDC can not provide, the required number of names or leads, MDC
              shall be required to continue the Campaign without additional
              compensation or expense to the Company until the required number
              of leads has been provided.

         4.   All other media including radio shows, teleconference services,
              marketing fact piece and other services shall be provided at the
              cost indicated in Exhibit D hereto attached.

         5.   The term of the advertising and media program shall be nine (9)
              months subject to extension as provided in paragraph three (3)
              herein above.

MDC agrees that it shall expend the aggregate financial value of the Campaign
during the term of this Agreement.


    /s/ L                                                              /s/ MC
- --------------                                                       -----------
Client Initial                                                       MDC Initial



                                                                               7
<PAGE>   9

                                  EXHIBIT B
                              MDC COMPENSATION

         In consideration for the services rendered by MDC pursuant to the
Agreement to which this is Exhibit B, the Company shall pay MDC as set forth
below. There is no other compensation payable under the Agreement except for the
telephone expenses set forth in paragraph one of the Agreement and this Exhibit
B.

1.   The Company shall make an initial payment of $125,000., due within seven
     (7) days upon execution of this Agreement, payable in verifiable funds.

2.   As additional compensation for the Internet services provided, the Company
     shall remit to MDC, upon execution of this Agreement the following
     securities of the Company: 150,000 shares of the Company's Restricted
     Securities (the "Restricted Securities"). It is understood that the
     Restricted Securities shall not have any rights of registration, unless
     expressly set forth herein. MDC understands that the Restricted Securities
     named herein are at risk of forfeiture if sold or are attempted to be
     registered prior to the expiration of the applicable waiting period, or
     pursuant to paragraph 6 ( c) (ii) of the Agreement. The Company agrees that
     it will take all actions and execute all documents necessary to remove
     restrictive trading legend contained on any Restricted Security upon
     expiration of any applicable waiting period/registration of the subject
     Restricted Securities.

3.   As additional compensation hereunder, the Company shall remit to MDC upon
     execution of this agreement 125,000 warrants at the strike price determined
     by the closing bid price of the execution date on this Agreement, 125,000
     warrants at the strike price of $4.50 per share and 100,000 warrants at the
     strike price of $5.50 per share. All warrants shall have a term of (3)
     three years. It is understood the shares underlying these warrants will
     have piggy back registration rights, however such shares will not be
     tradable until the Campaign is terminated.


    /s/ L                                                              /s/ MC
- --------------                                                       -----------
Client Initial                                                       MDC Initial



                                                                               8
<PAGE>   10


                                  EXHIBIT C
                       MARKETING DIRECT CONCEPTS, INC.

   GUIDELINES FOR PROVIDING MATERIAL ON BEHALF OF YOUR COMPANY'S ADVERTORIAL.

         Marketing Direct Concepts, Inc. (MDC)can not review all documents
provided by the Company, so it is important to provide MDC with information
about your Company using the following guidelines. MDC's staff writer will
construct an advertorial piece (to be used in all regional and national media)
based on the information provided by the Company.

         The basic prohibitive in all of the important statutes and rules that
will create a liability under the Federal SEC laws is directed against making
false and misleading statements. The following are general guidelines to be used
when providing MDC with material for the purposes of writing Company advertorial
pieces.

         1.   The best information to use will be all materials that will
              provide factual and truthful information on the Company" history,
              operations, technology, research and development and products.

         2.   Financial information which is audited and public.
                  -   Example:  "For fiscal year end 1995 the Company revenues
                      were $XXXX.XX."

         3.   Names of outside persons, companies or products may not be used
              without the express, written permission of the "entity". This
              involves providing the "entity" with a copy of the proposed
              statement specifying where it will be printed and obtaining
              written consent of the "entity".

         4.   All references must have verifiable sources.
                  -   Example:  "The market of this technology has been
                      estimated to be in excess of $50 million.  (See Forbes
                      Magazine pg. xx, Aug., 1996.)

         5.   Projections, whether of financials, sales, or otherwise are
              dangerous as they may be relied upon as fact. If not met, they can
              be the basis of law suits. All projections must be pre-released in
              a Company press release prior to any MDC publishing.

         6.   Exaggerations, exclamations and (puffing) are to be avoided at
              all times.

         7.   An omission of material fact is also considered misleading if
              not fully disclosed.
                  -   Example:  "The Company received a large order for their
                      product - however, the Company failed to state the order
                      was given at a 60% discount off the Company's regular
                      prices. The statement could then be fraudulent and
                      misleading.

Follow the above guidelines and you will build a more loyal shareholder base. At
Marketing Direct Concepts, Inc. we believe if you UNDER PROMISE and OVER DELIVER
                              THE SKY IS THE LIMIT



                                                                               9
<PAGE>   11

                                   EXHIBIT D
                        MARKETING DIRECT CONCEPTS, INC.
                  PRICE LIST FOR PURCHASING MEDIA & SERVICES

There are no additional charges for these items other than the telephone charges
 set forth in paragraph one of the Agreement and those set forth in Exhibit B.

PRINT MEDIA (Prices are for full page, full-color ads unless otherwise
specified):

    Readership in most of magazines listed below is at least 3x circulation

<TABLE>
<CAPTION>
MAGAZINE                                                     CIRCULATION           RETAIL COST
<S>                                                        <C>                     <C>      
United Airlines Hemisphere                                   525,000               $42,360.00
Delta Sky                                                    525,000               $42,360.00
US Airways (Attache)                                         442,000               $31,865.00
North West Traveler                                          350,000               $23,820.00
American Way                                                 600,000               $38,244.00
South West Spirit                                            375,000               $20,000.00
Robb Report                                                  220,000               $10,400.00
Worth                                                        550,000               $32,400.00
Financial World                                              560,000               $23,000.00
Golf                                                       1,500,000               $77,000.00
Registered Representative                                     90,000               $15,000.00
</TABLE>

THERE IS A $400 CHARGE WITH EVERY CHANGE IN AN ADVERTORIAL PIECE, FOR FILM AND
                                 MATCH PRINTS.

DESIGN:

Creation, Design and Layout of  Full-Color                            $50,000.00
    Corporate Marketing Fact Piece

 (Includes risk and upside potential all graphics, pictures ,text, printing of
                        35,000 and mailing to brokers.)
(All information must be gathered and compiled by an independent analyst group)
                                      
<TABLE>
<S>                                                          <C>                   <C>      
INTERNET:
Web Site                                                     40,000 - 50,000       $10,000/mo
                                                             hits per day*
                                                             1,350,000
                                                             hits per month*
RADIO:
StockUp Radio Network                                        1,200,000* est.       $15,000.00 per each 6
                                                             Listeners per show    min. corporate segment
TELECONFERENCES:
Line Set Up Cost                                                                   $1500.00
800 Service/active or non-active listeners                   Up to 550 people      $.50/min. per listener
</TABLE>

STOCKUP REPORT:
    (Includes Production of StockUp Report and Tri-Fold High Gloss Brochure.)
 Note: MDC does a Maximum mailing to subscribers every 2 months to avoid
                                   saturation

<TABLE>
<S>                                                          <C>                   <C>      
Mailings to Subscribers                                      75,000                $75,000.00
             Additional Mailings                             per 10,000            $6,000.00
*Both Hits and Listeners are increasing weekly
</TABLE>



                                                                              10



<PAGE>   12

                                   EXHIBIT E

                           DEMAND REGISTRATION RIGHTS

        As set forth in Section 2.(b)(i) of the Agreement, if the Company falls
sixty days or more in arrears on its payments to MDC as set forth in the
Agreement, then, in addition to any and all other rights granted under the
Agreement and under applicable laws, MDC shall have the right to demand
registration of the Restricted Securities (including the securities into which
the Restricted Securities may be exercised/converted) (the "Demand Registration
Right"). This Exhibit E sets forth in detail the terms of such Demand
Registration Right.

        (a)     At any time beginning sixty days after the date the Company
                falls into arrears on its payments to MDC under the Agreement,
                MDC shall have the right, exercisable by written notice to the
                Company, to have the Company prepare, file, and use its best
                efforts to have declared effective by the Securities and
                Exchange Commission (the "SEC"), a registration statement and
                such other documents, including a prospectus, as may be
                necessary in the opinion of both counsel for the Company and
                counsel for MDC, if any, in order to comply with the provisions
                of the Securities Act of 1933 (the "Act"), so as to permit a
                public offering and sale of all shares of the Company issued to
                MDC, including shares underlying options and/or warrants.

        (b)     In connection with any registration of securities pursuant to
                this Agreement, the Company and MDC covenant and agree as
                follows (all references to the terms "Registration Statement"
                herein shall include, as the case may be, the registration
                statement with respect to the Demand Registration Right):

                (i)     The Company shall use its best efforts to cause the
                        Registration Statement to be declared effective at the
                        earliest possible time, and shall furnish MDC such
                        number of prospectuses as MDC shall reasonably request.
                        The Company shall cause the Registration Statement to
                        remain effective, and shall file all post-effective
                        amendments necessary, to cause the Registration
                        Statement to remain effective nine months following the
                        effective date of such registration.

                (ii)    The Company shall pay all costs, fees and expenses
                        incurred by the Company and MDC in connection with the
                        Registration Statement and the offering thereunder
                        including, without limitation, the Company's legal and
                        accounting fees, fees and expenses of MDC's counsel,
                        printing expenses, and blue sky fees and expenses (but
                        excluding discounts or selling commissions of any
                        underwriter or broker-dealer acting on behalf of MDC).

                (iii)   The Company shall take all necessary action which may be
                        reasonably required in qualifying or registering the
                        securities included in the Registration Statement for
                        offering and sale under the securities or blue sky laws
                        of all states reasonably requested by holder, provided
                        that the Company shall not be obligated to execute or
                        file any general consent to service of process or to
                        qualify as a foreign corporation to do business under
                        the laws of any such jurisdiction.

                (iv)    The Company shall indemnify MDC and each person, if any,
                        who controls MDC within the meaning of Section 15 of the
                        Act or Section 20(a) of the Exchange Act, against all
                        loss, claims, damage, expense, or liability (including
                        all expenses reasonably incurred in investigating,
                        preparing, or defending against any claim whatsoever) to
                        which any of them may become subject under the Act, the
                        Exchange Act or otherwise, arising from the Registration
                        Statement.

                (v)     MDC shall indemnify the Company, its officers and
                        directors, and each person, if any, who controls the
                        Company within the meaning of Section 15 of the Act or
                        Section 20(a) of the Exchange Act, against all loss,
                        claim, damage, expense, or liability (including all
                        expenses reasonably incurred in investigation,
                        preparing, or defending against a claim) to which they
                        may become subject under the Act, the Exchange Act, or
                        otherwise, arising from information furnished by or on
                        behalf of MDC for specific inclusion in the Registration
                        Statement.

                (vi)    The Company shall, as soon as practicable after the
                        effective date of the Registration Statement, and in any
                        event within fifteen (15) months thereafter, make
                        "generally available to its security holders" (within
                        the meaning of Rule 158 under the Act) an earnings
                        statement (which need not be audited) complying with
                        Section 11(a) of the Act and covering a period of at
                        least twelve (12) consecutive months beginning after the
                        effective date of the Registration Statement.

                (vii)   The Company shall (A) deliver promptly to any managing
                        underwriter upon request, copies of all correspondence
                        between the SEC and the Company, its counsel or auditors
                        and all memoranda relating to discussions with the SEC
                        or its staff with respect to the Registration Statement
                        and (B) permit any managing underwriter to perform such
                        investigation, upon reasonable advance notice, with
                        respect to information contained in or omitted from the
                        Registration Statement, as it deems reasonably necessary
                        to comply with applicable securities laws or rules of
                        the National Association of Securities Dealers, Inc.
                        ("NASD"). Such investigation shall include, but not be
                        limited to, access to financial and accounting
                        information and opportunities to discuss the business of
                        the Company with the Company's officers and independent
                        auditors, all to such reasonable extent, at such
                        reasonable time and as often as any managing underwriter
                        shall reasonably request.

                (viii)  The Company shall furnish to any managing underwriter a
                        signed counterpart, addressed to MDC, of (A) the opinion
                        of counsel to the Company, dated the closing date with
                        respect to the Registration Statement, and (B) the "cold
                        comfort" letter, dated the closing date with respect to
                        the Registration Statement, in each case, delivered to
                        any underwriter(s) in connection with the offering.

                (ix)    The Company shall cause all securities (including,
                        without limitation, the Common Stock) of MDC registered
                        pursuant to a Registration Statement to be listed on any
                        national securities exchange or quoted on any automated
                        quotation system on which similar securities of the
                        Company are then listed or quoted.

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