ACTIVE MEDIA SERVICES, INC.
                        AN INTERNATIONAL TRADING COMPANY

                                December 23, 1996


Gumtech International, Inc.
4205 North 7th Avenue - Suite 300
Phoenix, AZ 85013

                  Attention:   Jerry  Kern
                               Chief  Executive  Office;  President

     1. A. GUMTECH  INTERNATIONAL,  INC.  ("GUMTECH") hereby sells and transfers
title to GUMTECH's  merchandise as is more  specifically set forth on Schedule A
attached hereto ("MERCHANDISE") to ACTIVE MEDIA SERVICES, INC. ("ACTIVE"'),  and
shall ship such MERCHANDISE, F.O.B. destination,  pursuant to ACTIVE's order(s).
GUMTECH agrees that the quality or the MERCHANDISE  shall conform to the samples
provided to ACTIVE and that the quantity and component  blend of the MERCHANDISE
shall not vary by more than five percent (5%) from those indicated on Schedule A
attached hereto, without the prior, written approval or ACTIVE. Such MERCHANDISE
shall be fully  assembled,  new,  first-quality  product,  in unopened,  factory
sealed  containers and shall be subject to all warranties  normally  provided by
GUMTECH.  Such  MERCHANDISE  shall have a shelf life of no less than twelve (12)
months at the time or delivery.


                               ONE BLUE HILL PLAZA
                                  P.O. BOX 1705
                        PEARL RIVER, NEW YORK 10965-8705
                              PHONE: (914) 735-1700


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ACTIVE MEDIA SERVICES, INC.
AN INTERNATIONAL TRADING COMPANY


     B. An original set or all shipping documents including,  but not limited to
a signed  bill(s) of  lading,  shall be  forwarded  to ACTIVE  immediately  upon
shipment. Despite the prior transfer title herein pursuant to this bill of sale,
risk of loss, as well as  insurance,  warehousing,  handling and assembly  costs
relating to the MERCHANDISE shall remain the responsibility of GUMTECH until the
MERCHANDISE is delivered pursuant to this Agreement.

     C. GUMTECH  represents  and warrants that the shipped  MERCHANDISE  will be
merchantable,  fit for human consumption and in compliance with the requirements
of the United States Food and Drug Administration, as well as any other federal,
state and local  regulatory  bodies that may have proper  jurisdiction  over the
distribution and sale of the MERCHANDISE.  GUMTECH  represents and warrants that
it has  obtained  all  rights,  licenses  and  permissions  necessary  for it to
manufacture, distribute and sell the MERCHANDISE subject to this Agreement, that
it has the right to enter into this Agreement and to sell the  MERCHANDISE as it
is herein  being  sold and that the same are free and  clear of any  outstanding
liens or  encumbrances.  GUMTECH further  represents and warrants that ACTIVE is
authorized to sell the MERCHANDISE pursuant to the remarketing  restrictions set
forth in Paragraph 7 and Schedule C attached hereto and that such sale by ACTIVE
will not violate any applicable laws or the rights or licenses of other entities
or persons.

     D.  GUMTECH  warrants  and agrees to deliver  to  ACTIVE,  within  five (5)
business  days from the  signing of this  Agreement  by GUMTECH  and  ACTIVE,  a
certificate   of  products   liability   insurance   naming  ACTIVE  and/or  its
subdistributors of the MERCHANDISE as additional insureds, at no cost or expense
to ACTIVE and/or its subdistributors.

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ACTIVE MEDIA SERVICES, INC.
AN INTERNATIONAL TRADING COMPANY

     2. Active  shall issue to GUMTECH in full  payment for the  MERCHANDISE,  a
trade credit in an amount equal to THREE MILLION FIVE HUNDRED  THOUSAND  DOLLARS
($3,500,000)  or such  other  amount as is equal to the  Schedule A value of the
MERCHANDISE  actually  delivered  pursuant to the terms of this  Agreement.  The
trade  credit  shall  be  utilized  solely  in  accordance  with the  terms  and
conditions  of this  Agreement  in  connection  with the  purchase by GUMTECH of
media, goods and/or services.

     3. A. GUMTECH shall submit to ACTIVE a buying plan or plans, requesting the
acquisition of media, goods and/or services reasonably  available to ACTIVE as a
trading company. In the case of broadcast and/or electronic media, GUMTECH shall
submit to ACTIVE a buying  plan or plans no less than  ninety (90) days prior to
the first date of the quarter that the media is  anticipated  to run. The buying
plan for broadcast  and/or  electronic  media will emphasize  frequency  impact,
utilizing  multiple  dayparts  with no specif  daypart mix. In the case of print
media,  GUMTECH  shall submit to ACTIVE a buying plan or plans at least four (4)
weeks  prior to the  respective  closing  dates of the  publications  requested.
GUMTECH  shall not require  performance  by ACTIVE later than December 31, 1999.
Upon  acceptance  by  GUMTECH of the Cash  Payment  Requirement  referred  to in
paragraph  4, below,  ACTIVE  shall  submit to  GUMTECH,  or its  designee,  the


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<PAGE>


ACTIVE MEDIA SERVICES, INC.
AN INTERNATIONAL TRADING COMPANY


purchasing  schedules  developed  by ACTIVE for  approval  prior to placement or
purchase.  GUMTECH,  or its designee shall  promptly  advise ACTIVE whether such
purchasing schedules are approved.

     B. In the case of spot television,  cost shall be average SQAD. In the case
of  national  cable  media,  costs  shall be  mutually  agreed to by GUMTECH and
ACTIVE. In the case of print media,  costs shall be the published open SRDS rate
card costs and all  insertions  shall be subject  to each  publisher's  rules on
trade  eligibility,  which shall be at the discretion of such publisher.  In the
case of travel-related  services,  including,  without limitation TWA, which are
subject to restrictions  and trade  availability  to ACTIVE,  costs shall be the
prevailing  rates  available  to ACTIVE for the dates  requested  at the time of
reservation.  In the case of  printing  services,  which  are  subject  to trade
availability to ACTIVE, a benchmark for costs of such goods and/or services must
be established by GUMTECH in arms length  negotiations with a vendor or supplier
and as agreed to by ACTIVE.  Such costs must be verifiable by ACTIVE and GUMTECH
shall provide ACTIVE with invoices and/or proposals evidencing such costs.

     C. Gross  costs of media  shall be  reduced  by an amount  equal to fifteen
percent (15%) of such gross costs, representing an advertising agency commission
allowance to GUMTECH,  and the resultant  costs,  shall be the basis of ACTIVE's
media performance,  as well as ACTIVE's compensation,  for such media hereunder.
ACTIVE shall have no other obligation to pay any agency  commission,  service or
brokers  commissions,  sales and use taxes,  freight or delivery  charges or any
other similar "add on" impositions.

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<PAGE>


ACTIVE MEDIA SERVICES, INC.
AN INTERNATIONAL TRADING COMPANY

     4. ACTIVE shall advise  GUMTECH of the cash  payment  requirement,  for the
purposes of  paragraph 5 below  ("Cash  Payment  Requirement")  that ACTIVE will
require to effectuate such plan or plans.  In the case of spot television  media
and national  cable media,  the Cash Payment  Requirement  will be sixty percent
(60%)  of  ACTIVE's  invoices.  In the  case of print  media,  the Cash  Payment
Requirement will be fifty-nine percent (59%) of ACTIVE's  invoices.  In the case
of TWA, the Cash Payment  Requirement shall be seventy percent (70%) of ACTIVE's
invoices.  IN the case of printing services,  the Cash Payment Requirement shall
be seventy-five percent (75%) of ACTIVE's invoices.

     5. ACTIVE's  invoices for the media,  goods and/or  services so provided by
ACTIVE shall be paid for in the following manner:

          A. GUMTECH agrees to pay ACTIVE, pursuant to the credit terms mutually
agreed to by ACTIVE and GUMTECH and as set forth on Schedule B attached  hereto,
the Cash Payment Requirement for such invoice(s) previously agreed to by GUMTECH
and ACTIVE  relative  to the buying  plan or plans to which  such  media,  goods
and/or services, relate.

          B. The  remaining  balance  of  ACTIVE's  invoice(s)  shall be paid to
ACTIVE by application of the previously unapplied trade credit, if any, provided
to GUMTECH  as a result of the  delivery  of the  MERCHANDISE  pursuant  to this
Agreement,  as well as by cash,  within fifteen (15) days of the receipt of such
invoice(s)  by GUMTECH to the extent of such  invoice(s)  for which  there is no
unapplied trade credit then remaining.  Any trade credit that remains  unapplied
pursuant to this  Agreement  on the close of business on February 28, 2000 shall
expire at that time.

     6. In the case of  media,  proof of  performance  will  accompany  ACTIVE's
reconciled  invoice(s)  when they are  submitted to GUMTECH for payment.  In the
event that GUMTECH shall determine to utilize the services of an agent in


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<PAGE>

ACTIVE MEDIA SERVICES, INC.
AN INTERNATIONAL TRADING COMPANY

connection with the payment of ACTIVE's invoice(s), then GUMTECH shall be solely
responsible  for the performance of such agent and shall remain liable to ACTIVE
pursuant  to the terms of this  Agreement  until such agent has fully  performed
GUMTECH's payment obligations hereunder.

     7.  ACTIVE  agrees to abide by the  limitation  on the  remarketing  of the
MERCHANDISE as is set forth on Schedule C attached hereto.

     8. A.  ACTIVE,  on the  one  hand,  and  GUMTECH  on the  other,  (each  an
"Indemnitor")  each  indemnifies  and agrees to hold  harmless  the  other,  its
successors, assigns, shareholders, officers, directors, agents, representatives,
employees  and/or  subdistributors  of  the  MERCHANDISE  and/or  each  of  them
(collectively  referred to herein as the  "Indemnified  Party") from and against
any and all  claims,  liabilities,  costs,  expenses,  suits,  losses,  damages,
recoveries  (including,  without  limitation,  reasonable  attorney's  fees  and
disbursements),  including  interest,  incurred by the Indemnified  Party in any
action or proceeding between Indemnitor and the Indemnified Party or between the
Indemnified Party and any third party or otherwise, arising out of any breach or
alleged breach of any warranty,  representation,  agreement or inducement herein
made by the Indemnitor.  The indemnification  obligations contained herein shall
survive the expiration or termination of this Agreement.

          B. This  Agreement  will not be  effective  to bind  ACTIVE  until and
unless executed and delivered by ACTIVE. Subject to the foregoing sentence, this
Agreement shall be binding upon the successors of both GUMTECH and ACTIVE.


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ACTIVE MEDIA SERVICES, INC.
AN INTERNATIONAL TRADING COMPANY

          C. The  undersigned  hereby  warrant  that they have the  express  and
unqualified authority to bind their respective companies to this Agreement.

          D. This  Agreement  contains  the  entire  understanding  between  the
parties and may not be modified except by a writing signed by both nor may it be
assigned by either party hereto  without the prior written  consent of the other
party hereto.  Any assignment made in violation of this Agreement shall be void.
ACTIVE  retains the right to modify credit terms  contained  herein based on its
standard credit review procedures and to request and review credit histories and
reports  of  GUMTECH  from time to time.  No waiver  of any  provisions  of this
Agreement  shall be  deemed  or shall  constitute  a  continuing  waiver of such
provisions  or a waiver  of any  other  provision,  unless  otherwise  expressly
provided  for in a  writing  signed by both  parties.  The  representations  and
warranties of GUMTECH made herein with respect to the MERCHANDISE  shall survive
the sale of the MERCHANDISE to ACTIVE hereunder.

                         [handwritten--and/or Ariz.--AE
                                      GNK]
     9. This  Agreement  shall be governed by the laws of the State of New York,
without reference to principles of choice of laws.

         [handwritten--AE--GNK--They  must accept  delivery  of 1st  shipment of
         $752,638  NLT 12-31- 96.  See  MERCHANDISE  described  in  Schedule  D.
         Notwithstanding  the foregoing,  GUMTECH shall be responsible and shall
         pay for all costs of insurance for the  MERCHANDISE  until  delivery to
         the buyer.

                    GNK--AE--Agreement is null & void if not
                    countersigned & returned NLT 12-26-96.]


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ACTIVE MEDIA SERVICES, INC.
AN INTERNATIONAL TRADING COMPANY

     If the foregoing accurately sets forth your understanding of our Agreement,
please sign, date and return the enclosed copy of this Agreement.

                                            Very truly yours,

                                            ACTIVE MEDIA SERVICES, INC.


                                            By: /s/ Alan S. Elkin
                                              -------------------------

                                               Alan S. Elkin
                                               Chief Executive Officer

Accepted and Agreed to:

GUMTECH INTERNATIONAL, INC.


By: /s/ Gerald N. Kern                    12-23-96
     ------------------------         ----------------
                                            Date

    Gerald N. Kern                          Pres.
    -------------------------         -----------------
    Print Name                              Title

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