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                                                                   EXHIBIT 10(d)

                      INTERNATIONAL DISTRIBUTION AGREEMENT

     This International Distribution Agreement ("Agreement") is entered into as
of May 1, 1999 between POP N GO, Inc. with its principal place of business at
12429 E. Putnam St., Whittier, Ca. 90602 ("Supplier") and Distribuidora
Automatizada SA DE C.V. with its principal place of business at Insurgentes Sur
No. 686, Desp 806 Col. Del Valle, Mexico, D.F. 03100. ("Distributor").

GENERAL

     The Supplier is in the business of developing, marketing and supporting
certain Products as defined below. The Distributor wishes to distribute to the
dealers and the remarketers of these Products and assures the Supplier that it
has the facilities, personnel, and technical expertise necessary to market the
Products.

     The Distributor wishes to distribute to the dealers and remarketers these
Products and assures the Supplier that it has the facilities, personnel, and
technical expertise necessary to market the Products in the Territory (defined
below);

     The Distributor wishes to obtain from the Supplier, and the Supplier is
willing to grant to the Distributor, an exclusive right to distribute these
Products in the Territory.

     In consideration for the mutual promises, covenants, and Agreements made
below, the parties, intending to be legally bound, agree as follows:

1.   DEFINITIONS

     For purposes of this Agreement, the following terms will have the
indicated definitions:

     "AGREEMENT."  This Agreement is by and between the Supplier and the
Distributor.

     "END-USER."  Any person or entity who purchases or licenses the Product(s).

     "INFORMATION."  The documentation, technical information and/or business
information, either oral or written that the Supplier or the Distributor
furnishes to the other marked as proprietary or confidential or simply treated
as such by the disclosing party. The Information includes research, development
or business activity, including any unannounced Products and services, as well
as any information relating to services, developments, services, processes,
plans, financial information, customer and Supplier list.


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Information will also include the terms of this Agreement. A party's
information will be deemed confidential under this Agreement unless the
information: (1) is in the public domain through no act of other party; (2) is
lawfully known by the other party from a source other than the first party with
no restriction of confidentiality; or (3) must be disclosed by requirement of
law or generally accepted accounting principles.

      "INTELLECTUAL PROPERTY RIGHTS." The intangible legal rights or interests
evidenced by or embodied in (1) any idea, design, concept, technique,
invention, discovery, or improvement regardless of patentability, but including
patents, patent applications, trade secrets and know-how; (2) any work of
authorship, regardless of copyrightability, but including copyrights and any
moral rights recognized by law; and (3) any other similar rights, in each case
on a worldwide basis.

      "PRODUCTS." The POP N GO popcorn machine developed or owned by the
Supplier, along with all options to the Products; all future versions of the
Products; and all enhancements, revisions, or modifications made to the
Products by the Supplier.

      "QUOTA." Specified minimum quantities of the Products as set forth in
Exhibit B (attached to the end of this Agreement) consisting of an initial
purchase order and a continual minimum monthly volume commitment.

      "TERM." The duration of this Agreement as provided in Article 2.

      "TERRITORY." The specific geographic areas set forth in Exhibit A
(attached to the end of this Agreement).

      "TRADEMARKS." The trademarks specified in Exhibit C (attached to the end
of this Agreement).

2.    TERM

2.1   TERM. This Agreement will commence on the date stated in the first
section (the start date) and will terminate May 1, 2002 following that start
date, unless it terminates sooner in accordance with the provisions of this
Agreement. The Parties may renew this Agreement in writing upon mutual
agreement.

2.2   CONTINUATION OR SURVIVAL OF CERTAIN SECTIONS. Certain sections, as
indicated below, will survive and remain effective even after the termination
of this Agreement. All other rights and obligations of each party to the other
will terminate upon the termination of this Agreement.



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3.0   RELATIONSHIP

3.1  Subject to the terms and conditions set forth in this Agreement, the
Supplier hereby appoints the Distributor as the Supplier's exclusive
Distributor for the Products in the Territory, and the Distributor hereby
accepts such appointment. The Supplier will abstain from direct sales of
Products in the Territory except as provided in Section 4.2 and 4.3.

3.2  POWERS AS DISTRIBUTOR. The Distributor may incorporate, combine and
integrate the Products and sell them either alone or in combination with other
Products. No payment of any fee or charge is required as a condition of such
appointment. No franchise is granted in this Agreement. Except as expressly
provided in this Agreement, all aspects of the distribution and marketing of
the Products by the Distributor will be in the Distributor's sole control,
including without limitation the methods of marketing, pricing, naming,
packaging, labeling, and advertising, and the terms and conditions of any sale,
unless otherwise provided for in this Agreement.

3.3  SUPPLIER AND DISTRIBUTOR AS INDEPENDENT CONTRACTORS. The Supplier and the
Distributor agree that their relationship is that of the seller and the buyer
(or the licenser and the licensee) and not that of joint venturers, principals
or agents, or franchiser and franchisee. Both are independent contractors
acting for their own accounts, and neither is authorized to make any commitment
or presentation, express or implied, on the other's behalf unless authorized to
do so by the other in writing.

3.4  USE OF TRADEMARKS AND TRADE NAMES. No right, title or interest in or to
any trademarks, trade names, slogans, labels and designs used by either the
Supplier or the Distributor, nor the goodwill connected, is conveyed by this
Agreement. The Distributor may, in connection with the promotion and sale of
the Products pursuant to the terms of this Agreement, refer to the Supplier's
applicable trade names or trademarks provided that all such references are in
conformance with the Supplier's requirements regarding such use, as such
requirements are communicated to the Distributor in writing from time to time by
the Supplier. Distributors may not register Supplier's trademarks, or otherwise
use Supplier's trademarks for any purpose except as explicitly provided in this
Agreement.

3.5  TERRITORIAL RESPONSIBILITY. The Distributor will vigorously pursue sales
policies and procedures to realize the maximum sales potential for the
Products in the Territory. The Distributor will not advertise or solicit the
sale of the Products outside the Territory or establish a repair or maintenance
facility outside the Territory.

4.   DISTRIBUTION RIGHTS

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       In recognition of the investment to be made by the Distributor in
connection with its marketing and distribution of the Products, the parties
agree to each of the following provisions:

4.1    Exclusivity.

4.1.1  The Supplier hereby grants the Distributor the exclusive right to
distribute the Products in the Territory.

4.1.2  The Distributor may resell and distribute the Products within the
Territory without restriction.

4.1.3  The Distributor shall refrain from intentionally selling to the
customers other than the customers to whom it is authorized to sell.

5.     DISTRIBUTOR'S RESPONSIBILITIES

       During the term of this Agreement, the Distributor agrees to the
following:

5.1    DISTRIBUTION TO DEALERS. The Distributor may distribute the Products to
any dealers.

5.2    MINIMUM COMMITMENTS. The Distributor will maintain an inventory of
Products and warehousing facilities sufficient to adequately serve the demands
of its dealers on a timely basis. Such inventory will equal or exceed the
quantity of Products necessary to meet reasonably anticipated demands of the
dealers.

5.3    PROMOTIONAL EFFORTS. The Distributor will use its best efforts to
promote vigorously and aggressively the marketing and distribution of the
Products. The Distributor may advertise the Products in advertising media of
the Distributor's choice. The Distributor will make full use of all promotional
material supplied by the Supplier.

5.4    SUPPLIER PACKAGING. The Distributor will distribute Products with all
packaging, warranties, disclaimers, and End-User Agreements intact as shipped by
the Supplier and will require all the Dealers to adhere to the terms of the
End-User Agreements applicable to such Products.



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5.5    COMPLIANCE WITH LAWS. The Distributor will comply with all material
applicable foreign laws, ordinances, and regulations relating to the sale of
the Products.

5.6    INSTRUCTION OF CUSTOMERS. The Distributor will supply its customers with
those instructions for the installation and operation of the Products that the
Supplier provides (or that the Distributor adapts from instructions provided  by
the Supplier).

5.7    TRAINING. The Distributor will train a sufficient number of its sales
personnel in connection with the demonstration, use and sale of the Products
in order to maintain a staff of competent sales personnel conversant in the
specifications, features and advantages of those Products. Such training of
sales personnel will include instruction as to the proper use of, and
restrictions on the use of, information provided by the Supplier.

5.8    SERVICE SUPPORT. Subject to the terms of the Distributor's customer
service arrangements, the Distributor will provide service support for the
Products it purchases pursuant to this Agreement, including but not limited to,
providing qualified personnel to receive End-User inquiries and to conduct
field maintenance.

5.9    IMPORT AND EXPORT REQUIREMENTS. The Distributor will, at its own
expense, pay all import and export licenses and permits, pay customs charges
and duty fees, and take all other actions required to accomplish the export and
import of the Products purchased by the Distributor. The Distributor
understands that the Products may be subject to regulation by agencies of the
United States government, including United States export controls that prohibit
export or diversion of certain technical Products to certain unauthorized
countries or for certain unauthorized uses. The Distributor warrants that it
will comply in all respects with the export and re-export restrictions set
forth in the export license for every Product shipped to the Distributor. The
Supplier will take all steps necessary to obtain such licenses.

6.     SUPPLIER'S RIGHTS AND RESPONSIBILITIES

6.1    SERVICE MANUAL(S). Within 10 days of execution of this Agreement, the
Supplier will provide the Distributor with manuals documenting the (appropriate
method(s) of servicing/installing/using the Products).

6.2    TRAINING. During the Term of this Agreement and within 60 days of any
request by the Distributor, the Supplier will train a total of 10 of the
Supplier's employees for a maximum of 2 days free of charge at its facilities
or at the Distributor's facilities, as the Distributor will select. The
Distributor will bear all out of pocket costs incurred by the employees during
the course of the training, including, but not limited to the cost of travel,
meals, and lodging expenses.



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6.3   INSTALLATION. The Supplier will assist and support the Distributor's
employees in installing the Products at the initial installation site for each
of the first 5 customer sites at no charge. Thereafter, the Supplier will
provide the support and consultation for additional installation at reasonable
and customary charges for such services.

6.4   IMPLEMENTATION OF ENHANCEMENTS. The Supplier will cooperate with the
Distributor in evaluating, reviewing, and aggressively implementing mutually
approved enhancements and refinements to the Products.

6.5   TECHNICAL SUPPORT. The Supplier will provide the following technical
support during its' normal business hours: [(1) engineering support at no
charge to the Distributor's engineering personnel in the form of telephone
consultation, and (2) field support at no charge to the Distributor's field
engineering personnel in the form of telephone consultation.]

6.6   SYSTEM DOCUMENTATION. The Supplier will provide at no charge to the
Distributor copies of each (technical publication/document, including without
limitation, service and installation manuals that the Supplier prepares or uses
for each POP N GO machine purchased during the Term of this Agreement. The
Distributor may use and/or reproduce and/or translate such materials, in whole
or in part, but will reproduce and include any copyright and proprietary notice
of the Distributor on all copies of such materials.

6.7   SPARE PARTS. The Supplier will, during the Term of this Agreement and for
3 years thereafter, supply to the Distributor at its most buyer-favorable
then-prevailing resale price, or develop a competitively-priced alternative
source of supply for (the use/operation of the Products).

6.8   SUPPLIER DETERMINATION OF PRODUCT CONTENT. The Supplier reserves the
right at any time without liability or prior notice to (1) determine the
contents of each Product, including its specifications, features, and functions,
as well as any documentation or related materials; (2) discontinue distribution
of any or all Products in some or all markets or through some or all channels
of distribution; (3) change or terminate any of the specifications, features,
or functions of the Products; or (4) change or terminate the level or type of
support or service that the Supplier makes available for each Product.

7.    PURCHASE ORDERS



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7.1  INITIAL ORDER. The Distributor hereby places, effective upon execution of
this Agreement, an order for 20 units of the Product, to be delivered in June
1999; (the "Initial Order"). Attached to this Agreement as Exhibit F is a copy
of the purchase order for the Initial Order. The Initial Order will be
non-cancelable.

7.2  SUBSEQUENT ORDERS AND ACCEPTANCE. All orders for Products submitted by the
Distributor will be initiated by written purchase orders sent to the Supplier
requesting a specific delivery date; provided, however, that an order may
initially be placed orally, by facsimile or by telex if a confirmational written
purchase order is sent to Supplier within 5 days after said verbal, facsimile or
telex order. No order will be binding upon the Supplier until accepted by the
Supplier in writing. The Supplier will use its reasonable best efforts to
notify the Distributor of the acceptance or rejection of an order and of the
assigned delivery date for accepted orders within 3 days of receipt of the
purchase order. No partial shipment of an order will constitute the acceptance
of the entire order, absent the written acceptance of such entire order. The
Supplier will use its reasonable best efforts to deliver the Products at the
times specified either in its quotation or in its written acceptance of the
Distributor's purchase orders.

7.3  CONTROLLING TERMS. The terms and conditions of this Agreement will apply
to each order accepted or shipped by the Supplier under this Agreement. Any
terms or conditions appearing on the face or reverse side of any purchase order,
acknowledgment, or confirmation that are different from or in addition to
those required under this Agreement will not be binding on the parties, even if
signed and returned, unless both parties expressly agree in a separate writing
to be bound by such separate or additional terms and conditions.

7.4  CANCELLATION OF ORDERS

7.4.1.  Once an order has been accepted by the Supplier, it may not be canceled
by the Distributor unless (1) the Supplier has failed to ship the order,or any
portion thereof, within 60 days of the date of the Supplier's confirmation of
such order; and (2) the Distributor provides written notice of such
cancellation, and the Supplier acknowledges such cancellation in writing; and
(3) the Supplier has not yet shipped the order or portion thereof that the
Distributor desires to cancel.

7.5  SUPPLIER CANCELLATION. The Supplier reserves the right to cancel or suspend
any orders placed by the Distributor and accepted by the Supplier, or refuse or
delay shipment thereof, if the Distributor fails (1) to make any payment as
provided in this Agreement or in any invoice; (2) to meet credit or financial
requirements established by the Supplier; or (3) otherwise to comply with the
terms and conditions of this Agreement.



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7.6  PARTIAL SHIPMENTS. No Partial shipments will be made without the
Distributor's prior written approval.

7.7  FREIGHT AND TAX CHARGES. The Distributor will pay the cost of freight and
any taxes, levies, duties or fees of any kind, nature or description whatsoever
applicable to the sale of any Products by the Supplier to the Distributor, and
the Distributor will forthwith reimburse the Supplier for all such sums upon
invoice. In connection with the delivery of the Products, the Distributor may
designate in writing, not less than 10 business days prior to the shipment
date, the carrier for shipment and the amount of insurance and nature of
coverage. If the Distributor fails to so designate any or all such items, the
Supplier, at its discretion, may specify any item not so designated.

7.8  ACCEPTANCE TESTS. The Distributor will formulate, subject to the
Supplier's approval, Acceptance Test Procedures. The Distributor has the right
to conduct acceptance tests on any of the Products and may reject those that
fail to pass that test. Such rejection will be evidenced by notice of rejection
to the Supplier, together with an indication of the basis for that rejection.
The Distributor will have no obligations with respect to any Products properly
rejected by it pursuant to this Agreement.

7.9  PAYMENT TERMS. Distributor will pay for the initial order 90 days after
shipment. Subsequent orders will be paid on a net 30 days basis unless Supplier
and Distributor agree on alternate terms for payment.

7.10 PACKAGING. The Supplier agrees to provide appropriate packaging, and
similar matters as requested by the Distributor in order to permit the Products
to be shipped directly into the Distributor's distribution system without
reopening the boxes or otherwise re-handling the finished goods.

7.11 DIRECT SHIPPING. The Distributor may request that the Supplier ship
directly to any location designated by the Distributor. The Supplier agrees to
comply with these requests at no additional charge (other than transportation
charges) provided that the Distributor furnishes the Supplier with shipping
instructions at least 10 days prior to shipment.

7.12 WAREHOUSING. The Distributor may request that the Supplier ship to its own
warehouse, or to another warehouse owned by a third party. In this event, the
Supplier's shipment will constitute delivery to the Distributor. The Supplier
will procure insurance on behalf of the Distributor to cover risk of damage or
loss to these shipments while in the warehouse awaiting final delivery to the
customers. The Distributor will reimburse the Supplier for all insurance
premiums and transportation charges incurred by the Supplier in the warehousing
of these shipments. The Supplier will arrange for final shipment to the
customers designated by the Distributor at the Distributor's instruction. Final
shipment


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will be made in full conformity with Section 7.6, except that the Supplier will
also arrange for insurance coverage of these final shipments, the cost of which
will be reimbursed by the Distributor.

8.   PRICES AND PAYMENTS

8.1  PRICES. All prices are F.O.B. Supplier's plant currently located at the
address listed for the Supplier at the beginning of this Agreement.

8.2  SUPPLIER PRICES TO DISTRIBUTOR FOR THE INITIAL ORDER. The Supplier will
sell each Product in the Initial Order to the Distributor at $2495US.

8.3  SUPPLIER PRICES TO DISTRIBUTOR FOR SUBSEQUENT ORDERS. The Supplier will
sell each Product in subsequent orders to the Distributor at $2495US.

8.4  TAXES. The Distributor's Purchase Price does not include any federal,
state or local taxes that may be applicable to the Products (excluding taxes
based upon the income of the Supplier), when the Supplier has the legal
obligation to collect such taxes, the appropriate amount will be added to the
Distributor's invoice and paid by the Distributor unless the Distributor
provides the Supplier with a valid tax exemption certificate authorized by the
appropriate taxing authority.

8.5  PAYMENT. Full payment of the Distributor's Purchase Price for the Products
(including any freight, taxes or other applicable costs initially paid by the
Supplier but to be borne by the Distributor) will be made by the Distributor to
the Supplier according to the terms in Section 7.10, and payment will be made
by wire transfer, check or other instrument approved by the Supplier. Payment
will be in United States dollars and will be in an amount equal to the
Distributor's Purchase Price for the Products plus all applicable taxes,
shipping charges, and other charges to be borne by the Distributor. All
exchange, interest, banking, collection, and other charges will be at the
Distributor's expense. The Distributor will pay all of the Supplier's costs and
expenses (including reasonable attorneys' fees) to enforce and preserve the
Supplier's rights.

8.6  DISTRIBUTOR FINANCIAL CONDITION. The Distributor represents and warrants
that it is and at all times during the term of this Agreement will remain in
good financial condition, solvent and able to pay its bills when due. The
Distributor further represents and warrants that it has and at all times during
the term of this Agreement will retain the ability to order any pay for a
minimum of $1 million in total annual orders for Products. The Distributor will
maintain and employ in connection with the Distributor's business under this
Agreement such working capital and net worth as may be required in the
reasonable opinion of the Supplier to enable the Distributor to carry out and
perform all of the Distributor's obligations and responsibilities under this
Agreement.


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8.7  DISTRIBUTOR PRICING. The Distributor is free to determine its own resale
prices for the Products. Although the Supplier may publish suggested list
prices, these are suggestions only and are not binding in any way.

Shipment, Risk of Loss and Delivery

9.1  RISK OF LOSS. Except as provided below, title to the Products purchased
pursuant to this Agreement will pass upon delivery to the Distributor.

9.2  SHIPMENT. All Products delivered pursuant to the terms of this Agreement
will be suitably packed for air freight shipment in the Supplier's standard
shipping cartons, marked for shipment at the Distributor's address stated
above, and delivered to the Distributor or its carrier agent F.O.B. Supplier's
manufacturing plant, at that time (subject to Subsection 9.6 below) title to
such Products and risk of loss will pass to the Distributor. Unless otherwise
instructed in writing by the Distributor, the Supplier will select the carrier.
All freight, insurance, and other shipping expenses, as well as any special
packing expense, will be paid by the Distributor. The Distributor will also
bear all applicable taxes, duties, and similar charges that may be assessed
against the Products after delivery to the carrier at the Supplier's plant.

9.3  PARTIAL DELIVERY. Unless the Distributor clearly advises the Supplier to
the contrary in writing, the Supplier may make partial shipments of the
Distributor's orders, to be separately invoiced and paid for when due. Delay in
delivery of any installment will not relieve the Distributor of its obligation
to accept the remaining deliveries, unless canceled pursuant to Section 7.3 of
this Agreement.

9.4  DELIVERY SCHEDULE AND DELAYS. The Supplier will use reasonable efforts to
meet the Distributor's requested delivery schedules for the Products. Should
orders for Products exceed the Supplier's available inventory, the Supplier
will allocate its available inventory and make deliveries on a basis the
Supplier deems equitable, in its sole discretion, and without liability to the
Distributor on account of the method of allocation chosen or its implementation.

9.5  RESERVATION OF TITLE. Transfer of title for each Product shipped to the
Distributor will be subject to full payment of the Purchase Price. Until such
full payment, the Product will remain the property of the Supplier. For all
Products to which the Supplier retains title, the Distributor will (1) carry
full insurance on the Products throughout the time they are in the
Distributor's possession and (2) segregate those Products from other Products
in the Distributor's inventory. The Distributor agrees to take all such steps
as are necessary to assist the Supplier in so retaining title, including the
signing of any filings necessary pursuant to local law.

10.  Limited Warranty



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10.1  WARRANTY TO DISTRIBUTOR'S CUSTOMERS.  The Distributor will pass on to its
End-User customers the Supplier's standard limited warranty for the Products,
as follows:

      ONE-YEAR LIMITED WARRANTY

      For one (1) year after the date of shipment to End-User or eighteen (18)
months after the date of shipment from the Supplier, whichever first occurs,
the Supplier will at its sole discretion, replace, repair or furnish credit for
any Product purchased by End-User that, in the Supplier's judgment, has a
defect in material or workmanship provided the Product is returned,
transportation charges prepaid, to the Supplier with the Supplier's prior
permission and return authorization number, and provided further that the
Product has not been misused (including electrostatic discharge), improperly
operated, or subject to unauthorized repairs or modifications. This warranty is
in lieu of all other warranties, expressed, implied or statutory, including the
warranty of merchantability and the warranty of fitness or of suitability for a
particular purpose and of all other obligations or liabilities on the
Supplier's part, and the Supplier neither assumes nor authorizes any other
person to assume for the Supplier any other liabilities in connection with the
sale of the said Product. If the Supplier's examination does not disclose a
defect in material or workmanship on a Product claimed to be defective, the
End-User agrees to pay the Supplier's established charges for unpacking,
testing and repackaging the Products for reshipment to the End-User. This
provision states the End-User's exclusive and sole remedy for Supplier's breach
of warranty. This provision does not extend the original warranty period of any
Product that has been repaired or replaced by the Supplier.

      This warranty is the only warranty made by the Supplier with respect to
the goods delivered under this Agreement, and may be modified or amended only
by a written instrument signed by a corporate officer of the Supplier and
accepted by the End-User. The Products that, at the End-User's request, are
delivered without complete encapsulation are specifically excluded from the
warranty set out in this Agreement.

10.2  DISCLAIMER, NO OTHER WARRANTY.  Except for the express warranty set forth
above, the Supplier grants no other warranties, express of implied, by statute
or otherwise, regarding the Products, their fitness for any purpose, their
quality their merchantability, or otherwise.

10.3  LIMITATION OF LIABILITY.  The Supplier's liability under the warranty
will be limited to replacement, repair or credit for the customer's purchase
price. In no event will the Supplier be liable for the cost of procurement of
substitute goods by the customer or for any special, consequential or
incidental damages for breach of warranty.

10.4  DISTRIBUTOR DUTIES.  The Distributor agrees to honor all replacement
requests received from the Dealers or End-Users pursuant to the terms of the
End-User Agreement pertaining to the defective units. The Distributor will
instruct all the Dealers to submit all replacement requests to the Distributor.


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10.5   EXCLUSIVE REMEDY. The remedy stated in this Section 10 constitutes the
sole and exclusive remedy of the Distributor and, insofar as the End-User
Agreement effectively so provides, any Dealer or End-User, as well as their
successors and assigns, for any defect or nonconformity in the Products.

10.6   PRODUCT LIABILITY

10.6.1 INDEMNIFICATION. The Supplier will indemnify and hold harmless the
Distributor for damages or expenses resulting from any claim, suit or proceeding
brought against the Distributor on the issue of Product liability. The
Distributor agrees that the Supplier has the right to defend, or at its option
to settle, and the Supplier agrees, at its own expense, to defend or at its
option to settle, any claim, suit or proceeding brought against the Distributor
or its Customer on the issue of Product liability, subject to the limitations
set forth in this Agreement. The Supplier will have sole control of any such
action or settlement negotiations, and the Supplier agrees to pay, subject to
the limitations of this Agreement set forth, any final judgment entered against
the Distributor or its Customer on such issue in any such suit or proceeding
defended by the Supplier. The Distributor agrees that the Supplier at its sole
option will be relieved of the foregoing obligations unless the Distributor or
its Customer notifies the Supplier promptly in writing of such claim, suit or
proceeding and gives the Supplier authority to proceed as contemplated herein,
and, at the Supplier's expense, gives the Supplier proper and full information
and assistance to settle and/or defend any such claim, suit or proceeding.

10.6.2  ENTIRE LIABILITY. The foregoing provisions of this Section 10.8 state
the entire liability and obligations of the Supplier and the exclusive remedy
of the Distributor and its Customers, with respect to any alleged Product
liability suit related to the Products or any part thereof.

11.     OWNERSHIP WARRANTY AND INDEMNIFICATION

11.1    SUPPLIER OWNERSHIP WARRANTY. The Supplier represents and warrants to
the Distributor that: (1) the Products are the originals with the Supplier; (2)
the Products do not infringe upon any patent, copyright, trade secret or other
proprietary rights of others; (3) the Supplier has full power and authority to
grant the rights granted within this Agreement to the Distributor; and (4) the
Supplier has not previously or otherwise granted any other rights in the
Products to any third party that conflict with the rights in this Agreement
granted to the Distributor.

11.2    INDEMNIFICATION. The Supplier agrees to defend at its expense and hold
the Distributor harmless from any claim, demand, or suit against the
Distributor resulting from a breach of any of the warranties set forth above in
Section 11.1 and to pay any costs, damages, or expenses (including attorneys'
fees) arising from any such claim, demand, or suit. The Supplier will have sole
control of the defense of such action and all negotiations

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for its compromise or settlement. The Distributor will timely notify the
Supplier in writing of any such claim, demand, or suit, and, at the Supplier's
request and expense, provide the Supplier with all available information,
assistance and authority to enable the Supplier to defend the same. The
Supplier will indemnify the Distributor for all such costs, damages and
expenses as they are incurred.

11.3 CONTINUED USE. Following notice of a claim or demand or a threatened or
actual suit, the Supplier will immediately, at its own expense, procure for the
Distributor the right to continue the use of the Products subject to such
claim, demand or suit, or, having failed to obtain such right, replace or
modify such Products to make them non-infringing, or, having failed to replace
or modify the Products, refund to the Distributor the purchase price of all
unsold Products. If the Distributor elects to replace or modify any of the
Products, such replacement or modification will substantially meet the
performance and interface specifications of the replaced or modified Products.

11.4 MODIFICATION OF THE PRODUCTS. The Supplier will have no liability for any
claim of infringement based on the Distributor's combination of the Products
with Products not supplied by the Supplier if such claim would have been
avoided by the use of the Products without such specific Products.

11.5 SURVIVAL OF WARRANTIES. The warranties and indemnities stated in this
Section 11 will survive the expiration or termination of this Agreement.

12.  TERMINATION

12.1 TERMINATION EVENTS. This Agreement may be terminated by either party upon
the occurrence of any of the following circumstances:

12.1.1 Any assignment for the benefit of the creditors, or any bankruptcy,
reorganization, or other proceeding under any bankruptcy or insolvency law is
initiated by the other party, or is initiated against it and not dismissed or
stayed within 90 days;

12.1.2 A material breach by the other party of any of the terms of this
Agreement, which breach is not remedied by the other party within 30 days of
the other party's receipt of notice of such breach; or

12.1.3 Upon the sale or distribution of the Products in violation of the
Distributor's exclusive distribution rights as described in Section 4.1. The
Written notice of termination will be given by registered or certified mail, in
which event this Agreement will terminate 30 days from the date of mailing of
the notice.

12.2 FULFILLMENT OF OBLIGATIONS. The termination of this Agreement will not
otherwise release either party from its obligation to pay any sum that may be
then or thereafter owing to the other party nor operate to discharge any
liability that had been incurred by


                                       14
<PAGE>   14

other party prior to any such termination. Except as qualified by the preceding
sentence, neither party will, by reason of the termination of this Agreement,
be liable to the other for any damages (whether direct, consequential or
incidental to, and including loss of profit or prospective profits of any kind)
sustained or arising out of any such termination.

12.3  EFFECT OF TERMINATION AND SURVIVAL. Upon termination of this Agreement,
the Distributor may continue to dispose of its existing inventories of
Products, but the Distributor will otherwise discontinue all further promotion,
marketing, and support of the display, advertising, and use of all the Supplier
names, trademarks, logos, and designations and will not thereafter use,
advertise, or display any such names, trademarks, logos, or designations. Upon
termination of this Agreement, the due date of all outstanding invoices for the
Products will automatically be accelerated and all such invoices will become
due and payable. All orders or portions thereof remaining unshipped as of the
effective date of termination may be canceled by the Supplier, at its option,
to the extent they call for delivery more than 30 days after the date of
termination. Upon termination of this Agreement, the Supplier will have the
option, exercisable at any time in its discretion, to repurchase some or all of
the entire remaining uncommitted inventory of the Products held by the
Distributor. The Supplier will pay the Distributor for all Products so
repurchased (if received in a new and re-saleable condition) an amount equal to
the discounted price paid by the Distributor to the Supplier, less a restocking
charge of 10 percent of such price. Upon receipt of any Products so reacquired
from the Distributor, the Supplier will issue an appropriate credit to the
Distributor's account. Despite any termination of this Agreement, the
provisions in Sections 5.4 through 5.6, 7.4 through 7.9, 7.11 through 7.14, 8
through 11, and 13 through 14 will remain in full force and effect.

13.   CONFIDENTIAL INFORMATION, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

13.1  PROTECTION OF INFORMATION. Each party acknowledges that the Information
is proprietary to the other party and has been developed as a trade secret at
their expense. Each party agrees that it will exercise the same efforts to hold
and use such Information in confidence (except as otherwise permitted by this
Agreement) as it uses to protect its own confidential business information.

13.2  RIGHTS TO INJUNCTION. If any party will attempt to use or dispose of any
Information or any of its aspects or components or any duplication or
modification thereof in a manner contrary to the terms of this Section, the
other party will have the right, without the necessity of filing a bond or
other security, in addition to such other remedies that may be available to it,
to injunctive relief enjoining such acts or attempts, it being acknowledged
that legal remedies are inadequate.



                                       15
<PAGE>   15

13.3  PRESS RELEASES. No press releases or other likely publicity or advertising
of any nature regarding this Agreement that mentions this Agreement or the
other party by name will be released by a party without the prior written
agreement of the other party.

13.4  NO COPYING. Without the prior written consent of the Supplier, the
Distributor will refrain from copying, reverse engineering, disassembling,
decompiling, translating, or modifying the Products, or granting any other
person or entity the right to do so.

13.5  NOTIFICATION. The Distributor will promptly notify the Supplier of (1)
any claims, allegations, or notification that its marketing, licensing,
support, or service of the Products may or will infringe the Intellectual
Property Rights of any other person or entity; and (2) any determination,
discovery, or notification that any person or entity is or may be infringing
the Intellectual Property Rights of the Supplier. The Distributor will not take
any legal action relating to the protection or defense of any Intellectual
Property Rights pertaining to the Products without the prior written approval
of the Supplier. The Distributor will assist in the protection and defense of
such Intellectual Property Rights.

14.   GENERAL PROVISIONS

14.1  ASSIGNMENT. Either party may assign this Agreement to an entity that
acquires, directly or indirectly, substantially all of its assets or merges
with it. Except as set forth in this section, neither this Agreement nor any
rights under this Agreement, in whole or in part, will be assignable or
otherwise transferable by either party without the express written consent of
the other party. Any attempt by either party to assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of the other party will be null and void. Subject to the above, this
Agreement will be binding upon and take effect for the benefit of the
successors and assigns of the parties to this Agreement.

14.2  WAIVER, AMENDMENT, MODIFICATION. No waiver, amendment or modification,
including those by custom, usage of trade, or course of dealing, of any
provision of this Agreement will be effective unless in writing and signed by
the party against whom such waiver, amendment or modification is sought to be
enforced. No waiver by any party of any default in performance by the other
party under this Agreement or of any breach or series of breaches by the other
party of any of the terms or conditions of this Agreement will constitute a
waiver of any subsequent default in performance under this Agreement or any
subsequent breach of any terms or conditions of that Agreement. Performance of
any obligation required of a party under this Agreement may be waived only by a
written waiver signed by a duly authorized officer of the other party, that
waiver will be effective only with respect to the specific obligation described
in that waiver.


                                       16
<PAGE>   16
14.3   FORCE MAJEURE. Neither party will be deemed in default of this Agreement
to the extent that performance of its obligations, or attempts to cure any
breach, are delayed or prevented by reason of circumstances beyond its
reasonable control, including without limitation fire, natural disaster,
earthquake, accident or other acts of God ("Force Majeure"), provided that the
party seeking to delay its performance gives the other written notice of any
such Force Majeure within 15 days after the discovery of the Force Majeure, and
further provided that such party uses its good faith efforts to cure the Force
Majeure. If there is a Force Majeure, the time for performance or cure will be
extended for a period equal to the duration of the Force Majeure. This Article
will not be applicable to any payment obligations of either party.

14.4   SETTLEMENT OF DISPUTES

14.4.1 Each party acknowledges and agrees that, if there is any breach of this
Agreement, including, without limitation, unauthorized use or disclosure of
Confidential Information or other information of the other party, the
non-breaching party will suffer irreparable injury that cannot be compensated
by money damages and therefore will not have an adequate remedy at law.
Accordingly, if either party institutes an action or proceeding to enforce the
provisions of this Agreement, such party will be entitled to obtain such
injunctive relief, specific performance, or other equitable remedy from a court
of competent jurisdiction as may be necessary or appropriate to prevent or
curtail any such breach, threatened or actual. These will be in addition to and
without prejudice to such other rights as such party may have in law or in
equity.

14.4.2 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement will be referred to mediation before, and as a condition
precedent to, the initiation of any adjudicative action or proceeding,
including arbitration. The mediation will be held in Los Angeles, California.
Either party may demand mediation in writing, serving on the other party a
statement of the dispute, controversy, or claim, and the facts relating to it,
in reasonable detail. Furthermore, if within thirty (30) days after such
demand, the parties have not agreed upon a mediator and commenced mediation,
the matter will be referred to arbitration under Section 14.4.3. Furthermore,
if, within forty-five (45) days after such demand the matter has not been
resolved to the satisfaction of both parties, then the matter will be referred
to arbitration under Section 14.4.3.

14.4.3 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement that has not been resolved amicably among the parties by
mediation under Section 14.4.2 will be submitted to binding arbitration using
the following procedure:

14.4.4 The arbitration will be held in Los Angeles, California, before a panel
of three arbitrators. Either party may demand arbitration in writing, serving
on the other party a



                                       17
<PAGE>   17
statement of the dispute, controversy, or claim, and the facts relating to it,
in reasonable detail, and the arbitrator nominated by that party.


14.4.5 Within thirty (30) days after such demand, the other party will name its
arbitrator, and the two arbitrators named by the parties will, within ten (10)
days, select a third arbitrator.

14.4.6 The arbitration will be governed by the Commercial Arbitration Rules of
the American Arbitration Association (the "AAA"), except as expressly provided
in this Article. However, the arbitration will be administered by any
organization mutually agreed upon by the parties. If the parties are unable to
agree upon the organization to administer the arbitration, it will be
administered by the AAA. The arbitrators may not amend or disregard any
provision of this section.

14.4.7 The expenses of arbitration will be borne by the party against whom the
decision is rendered, or apportioned in accordance with the decision of the
arbitrators if there is a compromise decision. Judgment upon any award may be
entered in any court of competent jurisdiction. All notices from one party to
the other relating to any arbitration under this Agreement will be in writing
and will be effective if given in accordance with Section 14.5 below.

14.5 PROPRIETARY INFORMATION. Each party acknowledges that it may be furnished
with or may otherwise receive or have access to information or material that
relates to past, present or future Products, software, research development,
inventions, processes, techniques, designs or technical information and data,
and marketing plans. (The "Proprietary Information"). Each party agrees to
preserve and protect the confidentiality of the Proprietary Information and all
of its physical forms, whether disclosed to the other party before this
Agreement is signed or afterward, including the terms of this Agreement. In
addition, a party will not disclose or disseminate the Proprietary Information
for its own benefit or for the benefit of any third party. The previously
stated obligations do not apply to any information that (1) is publicly known;
(2) is given to a party by someone else who is not obligated to maintain
confidentiality; or (3) a party had already developed prior to the day this
Agreement is signed, as evidenced by documents. Neither party will take or
cause to be taken any physical forms of Proprietary Information (nor make
copies of same) without the other party's written permission. Within three (3)
days after the termination of this Agreement (or any other time at the other
party's request), a party will return to the other party all copies of
Proprietary Information in tangible form. Despite any other provisions of this
Agreement, the requirements of this Section will survive termination of this
Agreement.

14.6 CUMULATIVE RIGHTS. Any specific right or remedy provided in this Agreement
will not be exclusive but will be cumulative upon all other rights and remedies
set forth in this section and allowed under applicable law.


                                       18
<PAGE>   18
14.7 GOVERNING LAW AND JURISDICTION. This Agreement will be governed by and
construed under the substantive laws of the State of California, U.S.A. The
federal and state courts within the State of California, U.S.A., will have
exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
The Distributor hereby expressly consents to (1) the personal jurisdiction of
the federal and state courts within California and (2) service of process being
effected upon it by registered mail sent to the address set forth at the
beginning of this Agreement.

14.8 ENTIRE AGREEMENT. The parties acknowledge that this Agreement expresses
their entire understanding and Agreement, and that there have been no
warranties, representations, covenants, or understandings made by either party
to the other except such as are expressly set forth in this section. The
parties further acknowledge that this Agreement supersedes, terminates and
otherwise renders null and void any and all prior Agreements or contracts,
whether written or oral, entered into between Pop N Go, Inc. and Distribuidora
Automatizada SA DE C.V. with respect to the matters expressly set forth in this
Agreement.

14.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts, any
one of which will be deemed an original, but all of which will constitute one
and the same instrument.

14.10 ATTORNEY FEES. If either party is required to retain the services of any
attorney to enforce or otherwise litigate or defend any matter or claim arising
out of or in connection with this Agreement, then the prevailing party will be
entitled to recover from the other party, in addition to any other relief
awarded or granted, its reasonable costs and expenses (including attorneys'
fees) incurred in the proceeding.

14.11 SEVERABILITY. If any provision of this Agreement is found invalid or
unenforceable under judicial decree or decision, the remainder will remain
valid and enforceable according to its terms. Without limiting the previous, it
is expressly understood and agreed that each and every provision of this
Agreement that provides for a limitation of liability, disclaimer of
warranties, or exclusion of damages is intended by the parties to be severable
and independent of any other provision and to be enforced as such. Further, it
is expressly understood and agreed that if any remedy under this Agreement is
determined to have failed of its essential purpose, all other limitations of
liability and exclusion of damages set forth in this section will remain in
full force and effect.

14.12 NOTICES. Any notice required or permitted by this Agreement will be in
writing and will be sent by telex, telefax or air courier. Such notice will be
deemed to have been given 5 days after sending.

     Captions and section headings used in this Agreement are for convenience
only and are not a part of this Agreement and will not be used in construing
it.


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<PAGE>   19

      We have carefully reviewed this contract and agree to and accept its
terms and conditions. We are executing this Agreement as of the day and year
first written above.

SUPPLIER                                DISTRIBUTOR

/s/ MEL WYMAN                           /s/ [SIGNATURE ILLEGIBLE]
-------------------------------------   -------------------------------------
Mel Wyman
Chief Executive Officer

                                       20
<PAGE>   20
                                   EXHIBIT A

                                   TERRITORY
                                   ---------
                               COUNTRY OF MEXICO



                                       21
<PAGE>   21

EXHIBIT B

                                 PRODUCT QUOTA

Opening order - 20 units

Total 1st year orders - 300 units

Total 2nd year orders - 500 units

Total 3rd year orders - 700 units




                                       22
<PAGE>   22

EXHIBIT C

                                   TRADEMARKS

                                    POP N GO



                                       23