Exhibit 10.15   Standard Gulf Atlantic Publishing, Inc. Client Contract


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Exhibit 10.15   Standard Gulf Atlantic Publishing, Inc. Client Contract

                          GULF ATLANTIC PUBLISHING, INC. AGREEMENT




              This GULFATLANTIC PUBLISHING,  INC. Agreement (the "Agreement") is
     entered  into  on this  day of  ___________,  19_,  between  Gulf  Atlantic
     Publishing,     Inc.,     a    Florida     corporation     ("GAP"),     and
     ______________________, a _______________ corporation ("Client").

              Whereas,  GAP is in  the  business  of  planning,  developing  and
     implementing   advertising,   marketing  and   promotional   campaigns  for
     corporations  and other business  entities  ("Advertising  and  Promotional
     Services");

              Whereas,   the  Client  desires  to  retain  GAP  to  provide  the
     Advertising  and  Promotional  Services,  and GAP  desires to provide  such
     Advertising  and  Promotional  Services  to Client,  pursuant to the terms,
     conditions and provisions contained in this Agreement;

              Now, therefore,  in consideration of the mutual promises contained
     herein  and  other  good  and  valuable   consideration   the  receipt  and
     sufficiency of which are hereby acknowledged, the parties hereto, intending
     to be legally bound hereby, agree as follows:

              1.  Advertising  and  Promotional  Services.  Subject to  Client's
     compliance with each of the  representations,  warranties and covenants and
     agreements  made by Client in this  Agreement,  GAP  agrees to  provide  to
     Client the  Advertising and  Promotional  Services  identified on Exhibit A
     which is attached  hereto and  incorporated  herein by  reference,  for the
     period  commencing  on the latter of (the  "Effective  Date") the date that
     this  Agreement  is executed  and  delivered by Client or the date that GAP
     receives  payment of its fees as herein  provided and expiring on the 365th
     day following the effective date of this Agreement (the "Term").

              2.  Obligations  and  Responsibilities  of Client.  As of the date
     hereof and during the Term of this Agreement, Client agrees as follows.

                      1.       Representation and Warranties.

              Client represents and warrants to GAP that:

                               (1)      Organization.  Client is a corporation
     duly organized,  validly existing and in good standing
     under the laws of the State of its  incorporation  and it is duly qualified
     to do business as a foreign  corporation in each  jurisdiction  in which it
     owns or leases property or engages in business.

                               (2)      Formal  Action.  Client has the
     corporate  power and authority to execute and deliver this Agreement and to
     perform each of its obligations  hereunder and this Agreement has been duly
     approved by Client's Board of Directors.

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                                (3)     Valid and Binding  Agreement.  This
     Agreement  has been duly  executed and delivered by Client and is the valid
     and binding obligation of Client enforceable  against it in accordance with
     its terms.

                                (4)     No Violation.  The  execution,  delivery
     and  performance  of this  Agreement  does  not and will  not  violate  any
     provisions  of the  charter or bylaws of Client or any  agreement  to which
     Client is a party or any applicable law or regulation or order or decree of
     any court,  arbitrator or agency of government  and no action of, or filing
     with,  any  governmental  or  public  body  or  authority  is  required  in
     connection with the execution, delivery or performance of this Agreement.

                                (5)     Litigation.  No action,  suit or
     proceeding  is  pending  against  or  affecting  the  Client  or any of its
     properties   before  any  court,   arbitrator  or   governmental   body  or
     administrative  agency and none of the persons  owning  beneficially  or of
     record more than 10% of the outstanding  capital stock of the Client or any
     of the  directors  or officers of Client is a party to any action,  suit or
     proceeding  before any federal or state court,  arbitrator or  governmental
     body or administrative  agency (other than routine traffic  violations) and
     no such person has been a party to any such  proceedings  for more than the
     past five years.

                                (6)     Accuracy of Information.  The
     information furnished by Client to GAP regarding the business,  operations,
     financial  condition,  including financial  statements,  business plans and
     biographical  information  regarding  the Client's  directors  and officers
     (collectively  referred to as the  "Information  Package")  is complete and
     accurate in all material respects and does not contain any untrue statement
     of a material fact or omit to state any material fact required to be stated
     therein or necessary in order to make the statements  therein,  in light of
     the circumstances under which they were made not misleading.

              2.  Covenants and Agreements.

              Client   covenants   and  agrees  to  comply  with  the  following
covenants:

                                (1)     Client  Certjfication.  Client
     acknowledges  that it is responsible  for the accuracy and  completeness of
     the Information Package and for all other information  furnished to GAP and
     for the accuracy and completeness of the contents of all materials prepared
     by GAP for and on  behalf of  Client.  The  Client  hereby  designates  the
     individuals listed on Exhibit B attached hereto and incorporated  herein by
     reference as the duly authorized  representatives of Client for purposes of
     certifying to GAP the accuracy of all  documents,  advertisements  or other
     materials prepared by GAP for and on behalf of Client. The Client agrees to
     promptly advise GAP in writing of any condition, event, circumstance or act
     that  would   constitute  a  material   adverse  change  in  the  business,
     properties,  financial  condition  or business  prospects  of the Client or
     which  would  make  any of the  information  contained  in the  Information
     Package or in any report, advertorial or other

                                    Initials

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document  prepared by GAP for and on behalf of Client misleading in any material
respect. Client hereby agrees that GAP and its directors,  officers,  agents and
employees  may rely on the  Information  Package  and on all  other  information
furnished  by  Client,  and on  each  and  every  certification  provided  by an
authorized  representative  of  Client,  until GAP is  advised  in writing by an
authorized representative of Client that the information previously furnished to
GAP is inaccurate or incomplete  in any material  respect.  Client  acknowledges
that GAP shall have no obligation  to provide  services  hereunder  until it has
received a written  certificate from an authorized  representative  of Client as
follows:  GAP shall prepare proofs and/or tapes of the agreed upon materials and
information, as set for dissemination,  for the Client's review and approval and
Client shall sign and return such materials  marking all corrections and changes
that the Client believes  appropriate.  Client  acknowledges  that GAP will make
oral representations based on the information furnished hereunder and the Client
authorizes such representations.

                                (2)     Books and Records.  Client shall
     maintain  true and complete  books,  records and accounts in which true and
     correct  entries  shall  be made of its  transactions  in  accordance  with
     generally accepted accounting principles consistently applied ("GAAP").

                                (3)     Financial and Other Information. Client
     agrees to furnish to GAP the following information:

              (i) Annual Financial  Statements.  As soon as practicable,  and in
     any event  within 90 days  after the  close of the  Client's  fiscal  year,
     annual financial statements including a balance sheet, an income statement,
     a statement of cash flows, and a statement of stockholder's equity, and all
     notes  thereto   prepared  in  accordance  with  GAAP  and  audited  by  an
     independent certified public accountant.

              (ii)Quarterly Financial Statements. As soon as practicable, and in
     any event  within 45 days after the end of each fiscal  quarter,  quarterly
     financial   statements,   including  a  balance   sheet,  a  quarterly  and
     year-to-date  income statement,  a statement of cash flows, and a statement
     of  stockholder's  equity,  prepared by Client in accordance  with GAAP and
     certified by the chief  financial  officer and chief  executive  officer of
     Client as fairly presenting,  subject to normal year-end audit adjustments,
     the Client's fmancial position as of and for the periods indicated.

              (4) GAP Reliance on Client's Full Disclosure. Client will provide,
     or  cause  to be  provided,  to GAP all  financial  and  other  information
     requested by GAP for the purpose of rendering its services pursuant to this
     Agreement.   Client   recognizes  and  confirms  that  GAP  will  use  such
     information  in  performing  the services  contemplated  by this  Agreement
     without  independently  verifying  such  information  and that GAP does not
     assume  any  responsibility  for  the  accuracy  or  completeness  of  such
     information.  The  persons  executing  this  Agreement  on behalf of Client
     certify  that  there is no fact known to them  which  materially  adversely
     affects or may (so far as the Client's senior management can now reasonably
     foresee) materially  adversely affect the business,  properties,  condition
     (financial or other) or operations (present or prospective) of the Client

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which has not been set forth in written  form  delivered  by Client to GAP.  The
persons  executing this Agreement on behalf of Client agree to keep GAP promptly
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informed  of any facts  hereafter  know to  Client  which  materially  adversely
affects or may (so far as the  Client's  senior  management  can now  reasonably
foresee)  materially  adversely  affect  the  business,  properties,   condition
(financial or other) or operations (present or prospective) of Client.

                                (5)     Legal  Representation.  Client
     acknowledges  and  agrees  that  it  has  been  and  will  continue  to be,
     represented by legal counsel  experienced in corporate and securities  laws
     and Client  acknowledges  that it has been  advised  as to the  obligations
     imposed on it pursuant to such laws and  understands  that it will have the
     obligation and  responsibility  to see that all such laws are complied with
     at all times during the Term of this Agreement.

              3.   Compensation.   In   consideration  of  the  Advertising  and
     Promotional Services to be performed by GAP hereunder, Client hereby agrees
     to  compensate  GAP in the manner and in the amount  specified in Exhibit C
     which is attached hereto and incorporated  herein by reference thereto.  In
     addition  to the  compensation  to be paid to GAP as provided in Exhibit C,
     Client  shall  reimburse  GAP  promptly  after a written  request  therefor
     accompanied by appropriate documentation,  for all reasonable out-of-pocket
     expenses (including  reasonable fees and disbursements of GAP's counsel, if
     any) incurred in connection  with  providing  services  hereunder or to the
     extent provided in Exhibit C.

              4. Indemnity.  Client  acknowledges that it is responsible for the
     accuracy of the Information  Package and all other information  provided to
     GAP  and  for  the  contents  of  all  materials,  advertorials  and  other
     information  prepared by GAP for an on behalf of Client as provided  herein
     and Client agrees to indemnify GAP in accordance  with the  Indemnification
     Agreement set forth in Exhibit D, which is attached hereto and incorporated
     herein by reference.

              5.  Relationship of the Parties.  This Agreement  provides for the
     providing of  marketing,  promotional  and  advertising  services by GAP to
     Client and the provisions  herein for compliance with financial  covenants,
     delivery of  financial  statements,  and similar  provisions  are  intended
     solely for the  benefit of GAP to provide it with  information  on which it
     may rely in  providing  services  hereunder  and nothing  contained in this
     Agreement  shall be construed as permitting  or obligating  GAP to act as a
     financial or business  advisor or  consultant  to Client,  as permitting or
     obligating GAP to participate  in the management of client's  business,  as
     creating  or  imposing  any  fiduciary  obligation  on the part of GAP with
     respect to the provisions of services  hereunder and GAP shall have no such
     duty or obligation to client,  as providing or counseling  Client as to the
     compliance  by Client  with any federal or state  securities  or other laws
     effecting the services to be provided  hereunder,  or as creating any joint
     venture,  agency, or other  relationship  between the parties other than as
     explicitly  and   specifically   stated  in  this  Agreement.   The  Client
     acknowledges  that it has had the  opportunity  to  obtain  the  advice  of
     experienced  counsel of its own choosing in connection with the negotiation
     and execution of this Agreement, the provision of services hereunder

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     and with  respect  to all  matters  contained  herein,  including,  without
     limitation, the provisions of Section 4 hereof..

                                6.      Survival of Certain Provisions.  The
     Client's  obligations  to pay the  fees and  expenses  of GAP  pursuant  to
     Section 3 of this Agreement and to comply with the

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     indemnification provisions pursuant to Section 4 shall remain operative and
     in full force and effect  regardless of any  termination  of this Agreement
     and shall be binding  upon,  and shall inure to the benefit of, GAP and, in
     the  case of the  indemnity  agreement,  the  persons,  agents,  employees,
     officers,   directors   and   controlling   persons   referred  to  in  the
     Indemnification  Agreement, and their respective successors and assigns and
     heirs,  and no other  person  shall  acquire or have any right  under or by
     virtue of this  Agreement.  All  amounts  paid or required to be paid under
     Sections 3 and 4 of this  Agreement  shall be fully earned on the Effective
     Date of this Agreement notwithstanding prior termination of this Agreement.

                                7.      Termination.  GAP shall have the right
     in its sole and absolute discretion to terminate its obligations  hereunder
     and to immediately  cease providing  Advertising  and Promotional  Services
     pursuant  to this  Agreement  if GAP,  in the  exercise  of its  reasonable
     judgment,  believes that the  representations and warranties made by Client
     hereunder are inaccurate in any material  respect or if Client breaches any
     of its covenants and agreements contained herein or if any federal or state
     governmental agency or instrumentality  institutes an investigation or suit
     against Client or pertaining to the services hereunder.

                                8.      Non-Solicitation  Covenant.  Client
     agrees  that it will not  directly  or  indirectly  during the term of this
     Agreement or for three years  following  the  termination  or expiration of
     this  Agreement,  either  voluntarily  or  involuntarily,  for  any  reason
     whatsoever,  recruit or hire or attempt to recruit or hire any  employee of
     GAP or of any of its affiliates or  subsidiaries,  or otherwise  induce any
     such  employees to leave the  employment of GAP or of any of its affiliates
     or subsidiaries or to become an employee of or otherwise be associated with
     Client or any affiliate or subsidiary of Client.  Client  acknowledges that
     GAP and its affiliates and subsidiaries have invested a significant  amount
     of time, energy and expertise in the training of their employees to be able
     to provide Advertising and Promotional Services and Client therefore agrees
     that  this  covenant  is  reasonable  and  agrees  that the  breach of such
     covenant is very likely to result in  irreparable  injury to GAP,  which is
     unlikely to be adequately compensated by damages. Accordingly, in the event
     of a breach or threatened  breach by Client of this Section 8, GAP shall be
     entitled to an injunction restraining Client and any affiliate,  subsidiary
     or director or officer thereof from recruiting,  or hiring or attempting to
     recruit or hire any employee of GAP or of any  affiliate or  subsidiary  of
     GAP. Nothing herein shall be construed as prohibiting GAP from pursuing any
     other  remedies  available  to GAP for such  breach or  threatened  breach,
     including  recovery of damages from Client.  The undertakings  herein shall
     survive the termination or cancellation of the Agreement for three years.

              9.  Miscellaneous.


A.  GoverningLaw.  This Agreement  shall be governed by the laws of the State of
Florida  applicable to contracts  executed and  performed in the Circuit  Court,
Orange  County,  in the State of Florida  (without  regard to the  principles of
conflicts of laws).

B. Entire  Agreement.  This Agreement and the Exhibits  hereto embody the entire
agreement  of the  parties  with  respect to its  subject  matter.  There are no
restrictions, promises, representations,  warranties, covenants, or undertakings
other than those  expressly  set forth or  referred  to herein.  This  Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to its subject matter.

C. Amendments to be in Writing.  This Agreement may be amended only in a writing
signed by all of the parties.
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     D. No Waivers by Course of Dealing;  Limited  Effect of Waivers.  No waiver
     shall be effective  against any party  unless it is in a writing  signed by
     that  party.  No  course  of  dealing  and no  delay  on the part of GAP in
     exercising  its rights shall operate as a waiver of that right or otherwise
     prejudice GAP.  GAP's failure to insist upon the strict  performance of any
     provision of this Agreement,  or to exercise any right or remedy  available
     to GAP, shall not constitute a waiver by GAP of such provision. No specific
     waiver by GAP of any specific  breach of any  provision  of this  Agreement
     shall  operate as a general  waiver of the provision or of any other breach
     of the  provision.  Client shall have no right to cure any breach except as
     specifically provided herein.

E.       Counterparts.  This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original,  but all
of which together shall constitute one and the same instrument.

F.  Cumulation  of Rights  and  Remedies.  No right or remedy of GAP under  this
Agreement  is intended to preclude any other right or remedy and every right and
remedy  shall  coexist  with  every  other  right and  remedy  now or  hereafter
existing, whether by contract, at law, or in equity.

G.  Successors and Assigns.  This Agreement shall inure to the benefit of and be
binding upon the parties and their successors and assigns. Client shall not have
any right to assign  any of its rights or  delegate  any of its  obligations  or
responsibilities  under this Agreement  except as expressly  stated  herein.  H.
Payment of Fees and Expenses on Enforcing Agreement. In the event of any dispute
between the parties arising out of or related
     to this  Agreement  or the  interpretation  thereof,  at the trial level or
     appellate level, the prevailing party shall be entitled to recover from the
     non-prevailing party all costs and expenses,  including reasonable fees and
     disbursements  of counsel  which may be  incurred in  connection  with such
     proceeding,  without  limitation,  including  any  costs  and  expenses  of
     experts, witnesses, depositions and other costs.

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I. Notices. Any notice or other communication  required or permitted to be given
hereunder  shall be in  writing,  and shall be  delivered  to the parties at the
addresses set forth below (or to such other addresses as the parties may specify
by due notice to the others). Notices or other communications shall be effective
when received at the recipient's location (or when delivered to that location if
receipt  is  refused).  Notices  or  other  communications  given  by  facsimile
transmission shall be presumed received at the time indicated in the recipient's
automatic  acknowledgment.  Notices  or other  communications  given by  Federal
Express or other recognized overnight courier service shall be presumed received
on the  following  business  day.  Notices  or  other  communications  given  by
certified mail,  return receipt  requested,  postage prepaid,  shall be presumed
received 3 business days after the date of mailing.

                                                     Client:


                                                     Attn:
                                                     Fax:

                                                     with a copy to:

                                      Attn:

                                      Fax:

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                       Company: Gulf Atlantic Publishing, Inc. 1947 Lee Road
                       Winter Park, FL 32789

                       Attn:    Donald R. Philpott, President
                       Fax:     (407) 628-0807

                           with a copy to:


J.       Headings.  The headings in this Agreement are intended solely for
         convenience of reference.  They shall be given no effect in the
         construction or interpretation of this Agreement.
K.       Severability.  The invalidity or  unenforceability of any provision of
         this Agreement shall not impair the validity or enforceability of any
         other provision.

                                    iInitials

                    In Witness Whereof, the parties have executed this Agreement
as of the date first above written.

Attest:                                            Client:

By:
         Secretary

[Corporate Seal]

Attest:
By:
         Secretary

[Corporate Seal]                     Company: Donald R. Philpott,
                                     President By:
                                     ------------------------------------------
                                    President

                                     Gulf Atlantic Publishing, Inc.

                                                                        Initials

         GAP\pub-rel

                                    Initials

<PAGE>

                                    EXHIBIT A

                      Advertising and Promotional Services

                                The services to be provided are as follows:

              A. A Four-Color Financial Sentinel -- Featured advertorial mailing
              of_____ will be created of which a ________ page  advertorial will
              be dedicated to the Client.

<PAGE>

JuniorPage advertorial in

<PAGE>

______ separate issues of the financial Sentinel


         B. A Four-Color  Money-World Magazine-- Featured advertorial mailing of
______ will be created of which a ________ page advertorial will be dedicated to
the Client.



JuniorPage advertorial in _____ separate issues of MoneyWorld magazine.

         C.  A  Four-Color   Financial  Sentinel  Special  Project  --  Featured
advertorial  mailing  of_____  will be created of which a ____ page  advertorial
will be dedicated to the Client.

The parties The parties  hereto by signing  this  Exhibit in the space  provided
below signify their  agreement  regarding the service the service to be provided
by GAP under the Agreement.

                                     Client:

                                            By:
                                            President

                                    Company:

                                            Gulf Atlantic Publishing, Inc.


                                            By:
                                            --------------------
                                            Donald R. Philpott, President

                                                                               1

     Client  hereby  designates  the  following  person or persons to act on its
     behalf for the purposes set forth in Section 2.B.(l) of the Agreement.

<PAGE>

     DIRECTOR (PLEASE SIGN)
     DIRECTOR (PLEASE PRINT)


     PRESIDENT (PLEASE SIGN)
     PRESIDENT (PLEASE PRINT)


     VICE PRESIDENT (PLEASE SIGN)





                                  COMPENSATION

              1. Client agrees to issue to GAP ______ Dollars  ($______) in cash
     on execution and delivery of the Agreement or, at the option of Client,  to
     issue  GAP______  shares of freely  tradable  Common  Stock in Client  (the
     "Shares"),  which Shares shall be duly and validly  issued,  fully paid and
     nonassessable  and shall not be issued in violation of any preemptive right
     of any  stockholders  of client.  The Shares shall be issued in  compliance
     with the exemption from the registration requirements of the Securities Act
     of 1933 (the "Act")  provided by Section 4(2) of the Act and/or pursuant to
     Rules 505 or 506 of the General Rules and  Regulation  under the Securities
     Act of 933.

              2. If  compensation  is  paid in  shares,  concurrently  with  the
     issuance of the Shares,  Client will  execute and deliver the  Registration
     Rights Agreement attached hereto as Exhibit F under which the Client agrees
     to  register  the  Shares  for sale in  compliance  with the Act as therein
     provided and to comply with all conditions  necessary or required to enable
     the  Shares  to be sold  pursuant  to Rule  144 of the  General  Rules  and
     Regulation under the Securities Act of 1933.

              3.  Should the  Company  affect  payment of this  contract  by the
     tender of free-trading  Client shares belonging to individuals,  the Client
     assures  and  guarantees  GAP  that  the  Client  will  not  reimburse  the
     individuals for shares given GAP.

              4. The Shares,  if any, to be issued to GAP shall be approved  for
     issuance in accordance with the rules and regulations of any stock exchange
     on which the Shares  are listed for  trading or by the NASDAQ if the shares
     are listed for trading  thereon and shall be issued in compliance  with all
     appropriate federal or state governmental rules and regulations.

<PAGE>

              5. Client  acknowledges  that the  consideration to be paid to GAP
     shall be fully  earned on the date that GAP  commences  providing  services
     under the  Agreement  regardless  of whether the Agreement is terminated as
     provided in the Agreement prior to completion of all services.

6.                Client agrees to pay or reimburse GAP for all expenses arising
                  out of or related to the  provision  of  services by GAP under
                  the Agreement to the extent  provided in the Agreement  and/or
                  in Exhibit A thereto.

              7. "Options" mean the Options issuable, in certain  circumstances,
              pursuant to the Agreement which are exercisable for Common Stock.

     Client shall issue options to GAP as outlined below.

Amount              Price             Duration


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____shares
______shares

______shares _____shares ______shares



         at $______ at $


         at $_____ at $_


         at $______ at $


         at $
         OnOne (1) year from the date of this Agreement TwTwo (2) years from the
         date  of  this  Agreement  ThrThree(3)  years  from  the  date  of this
         Agreement  FoFour(4) years from the date of this Agreement  FivFive (5)
         years from the date of this  Agreement.  The parties  hereto by signing
         this Exhibit in the space provided below signify their agreement to the
         Compensation provisions contained heredi Therein.

                             Client:

                                                                      By:


                             Company:


                                                                      By:
                        ---------------------------------------------

                                                         ,President
                                      Gulf Atlantic Publishing, Inc.
                                                                               4

                                      Donald R. Philpott, President

<PAGE>

                                       INDEMNIFICATION

              This  Indemnification  Agreement  constitutes  part  of  the  Gulf
     Atlantic  Publishing  Agreement  (the  Agreement)  dated  the  ____  day of
     ________, 19_, between Client (as defined in the Agreement) and GAP.

              Client  acknowledges  and agrees that if, in  connection  with the
     services or matters that are the subject of or arise out of such Agreement,
     GAP becomes involved (whether or not as a named party) in any action, claim
     or legal proceeding  (including any governmental inquiry or investigation),
     Client agrees to reimburse GAP for its reasonable legal fees, disbursements
     of counsel and other  expenses  (including  the cost of  investigation  and
     preparation)  as they are incurred by GAP.  Client also agrees to indemnify
     and hold GAP harmless against any losses,  claims,  damages or liabilities,
     joint  or  several,  as  incurred,  to  which  GAP may  become  subject  in
     connection  with the services or matters  which are the subject of or arise
     out of the Agreement;  provided,  however,  that Client shall not be liable
     under the  foregoing  indemnity  in respect of any loss,  claim,  damage or
     liability  to the  extent  that a  court  having  jurisdiction  shall  have
     determined by a final judgment that such loss,  claim,  damage or liability
     is a consequence  of intentional  fraudulent  acts committed by GAP without
     the  knowledge  and/or  consent of Client.  In the event that the foregoing
     indemnity is unavailable by operation of law, then Client shall  contribute
     to  amounts  paid or payable  by GAP in  respect  of such  losses,  claims,
     damages and liabilities in the proportion  that Client's  interest bears to
     GAP's interest in the matters  contemplated by the Agreement.  If, however,
     the  allocation  provided  by the  immediately  preceding  sentence  is not
     permitted by applicable law, or otherwise,  then Client shall contribute to
     such amount paid or payable by GAP in such  proportion as is appropriate to
     reflect not only such  relative  interests  but also the relative  fault of
     Client on the one hand and GAP on the  other  hand in  connection  with the
     matters as to which such losses,  claims, damages or liabilities relate and
     other equitable considerations.

              Promptly after GAP's receipt of notice of the  commencement of any
     action or of any claim,  GAP will,  if a claim in respect  thereof is to be
     made against  Client under this Indemnity  Agreement,  notify Client of the
     commencement  thereof.  In case any such action or claim is brought against
     GAP, Client will be entitled to participate therein and, to the extent that
     Client may wish, to assume the defense thereof,  with counsel  satisfactory
     to GAP.  After notice from Client to GAP of Client's  election to so assume
     the defense thereof,  Client will not be liable to GAP for  indemnification
     as provided in the preceding paragraph for any legal fees, disbursements of
     counsel or other expenses  subsequently  incurred by GAP in connection with
     the defense thereof other than reasonable costs of investigation;  provided
     that GAP  shall  have the  right to  employ  separate  counsel  if,  in the
     reasonable  judgment  of  GAP's  counsel,  it is  advisable  far  GAP to be
     represented by separate counsel

                  5        _____
                           Initials

<PAGE>

                                    Initials

or if in the reasonable judgment of GAP's counsel,  Client is not vigorously and
actively  defending  against any such claim or claims,  and in either such event
the reasonable  legal fees and  disbursements  of such separate counsel shall be
paid by Client.

                The foregoing  agreements shall apply to any modification of the
Agreement,  shall remain in full force and effect  following  the  completion or
termination of GAP's  engagement under the Agreement and shall be in addition to
any rights that GAP may have at common law or otherwise.  The agreements in this
Indemnification  Agreement  shall  extend  to and inure to the  benefit  of each
person,  if any,  who may be deemed to control GAP, be  controlled  by GAP or be
under  common  control  with GAP and to GAP's,  and to each such other  person's
respective  affiliates,   directors,   officers,   employees  and  agents.  This
Indemnification Agreement shall be binding on any successor of Client.

                Client represents that the  Indemnification  Agreement contained
herein  is  the  legal,  valid,  bindingnd  enforceable  obligation  of  Client,
enforceable against Client according to its terms.

                This  Indemnification   Agreement  shall  be  governed  by,  and
construed in accordance with, the laws of the State of Florida without regard to
principles  of  conflicts  of law,  and the  forum for  resolution  of legal and
interpretative  issues  shall be the  Federal  District  courts  in the State of
Florida.

                The parties hereto by signing this Exhibit in the space provided
below  signify  their  agreement  to the  indemnification  provisions  contained
herein.

                                             Client:


                                             By: _____________________

                                             President

                     Company: Gulf Atlantic Publishing, Inc.

                                             By: _____________________
                                             Donald R. Philpott, President

<PAGE>

                                    EXHIBIT E

                                ABATEMENT CLAUSE

                             The parties to this  contract  understand  and
agree that  Client is under a federal  mandate  to become  fully  reporting  and
approved for listing by the Securities and Exchange commission by a time certain
or be delisted from the Electronic Bulletin Board.

                                The  Client  and GAP  understand  and agree that
should the  Company be  delisted  from the  Bulletin  Board such an event  would
unduly interfere with GAP's ability to fulfill its contractual obligations.

                                WHEREFORE,  the Client and GAP hereby agree that
should the Client be delisted from the Electronic Bulletin Board for any reason,
GAP's  obligations  under this  contract  shall be abated until such time as the
Client is relisted and resume trading on the Electronic Bulletin Board.

                                Should the Client fail to gain relisting  within
one hundred  twenty (120) days of being  delisted,  GAP amy treat that even as a
material  breach of this contract.  In such event,  GAP may declare the contract
void through  breach and retain  whatever  payments have been made as liquidated
damages.

                                         Client:

                                             By:
                                                      President



                                         Company: Gulf Atlantic Publishing, Inc
                                             By:
                          Donald R. Philpott, President

<PAGE>

                                    EXHIBIT F

                          REGISTRATION RIGHTS AGREEMENT

                                THIS  REGISTRATION  RIGHTS  AGREEMENT (this
     "Registration Agreement") is made and entered into as of ____________, 199_
     by and between Gulf Atlantic Publishing, Inc., a Florida corporation (GAP),
     and ______________, a _________ corporation (the Client).

                                WHEREAS,  GAP concurrently  with the execution
     of this  Registration  Agreement is acquiring shares of the Client's common
     stock,  par value  $_____  per share  ("Common  Stock")  and/or  options to
     purchase shares of Common Stock; and

                                WHEREAS,  as a condition  to such  acquisition,
     the parties are willing to enter into the  agreements contained herein.

                                NOW,  THEREFORE,  in  consideration  of the
     foregoing and of the mutual covenants and agreements set forth herein,  and
     other good and valuable consideration, the receipt and sufficiency of which
     are hereby  acknowledged,  and intending to be legally  bound  hereby,  the
     parties hereto agree as follows:

                                Section 1. Definitions

                                "Affiliate"  means,  with  respect to any
     Person,  any other  Person  which,  directly or  indirectly,  controls,  is
     controlled by or is under common control with such Person.

              "Agreement"  means the Public Relations and Advertising  Agreement
     dated as of the date of this Registration Agreement between GAP and Client.

              "Client"  is  defined  in  the   Preamble  to  this   Registration
Agreement.

              "Common  Stock" is defined in the  Recitals  to this  Registration
     Agreement.

              "GAP" is defined in the Preamble to this Registration Agreement.

              "Holder" is defined in Section 2.1 hereof.

              "Lock-Up Period" is defined in Section 2.1 hereof.

              "Options"  mean the Options  issuable,  in certain  circumstances,
     pursuant to the Agreement, which are exercisable for Common Stock.

              "Other Holders" is defined in Section 4.3 hereof.

                                                                               8

              "Person" means an individual,  a partnership,  a joint venture,  a
     corporation, a trust, an unincorporated  organization and government or any
     department or agency thereof.

<PAGE>

              "Piggyback Notice" is defined in Section 4.1 hereof.

              "Piggyback Registration" is defined in Section 4.1 hereof.

              "Registrable  Securities" means (i) the Common Stock issued to GAP
     pursuant to the Agreement,  (ii) any Common Stock issued to GAP pursuant to
     the exercise of Options,  and (iii) any securities  issued or issuable with
     respect to the Common  Stock  referred  to in clauses (i) or (ii) by way of
     replacement,   share  dividend,   share  split  or  in  connection  with  a
     combination of shares,  recapitalization,  merger,  consolidation  or other
     reorganization.

              "Registration  Agreement"  is  defined  in the  Preamble  to  this
     Registration Agreement.

              "Registration Expenses" is defined in Section 6.1 hereof.

              "Restricted Securities" is defined in Section 2.1 hereof.

              "SEC" means the Securities and Exchange Commission.

              "Securities  Act"means the Securities Act of 1933, as amended,  or
any similar federal law then in force.

              "Transfer"is defined in Section 2.1 hereof.

                  Section 2. Restrictions on Transfer

              2.1 Lock-Up  Period.  Without the express prior written consent of
     the Client,  GAP agrees that,  except as set forth in Section 2.2 below, it
     will  not,  directly  or  indirectly,  offer,  sell,  contract  to  sell or
     otherwise  dispose of (or  announce  any offer,  sale,  contract of sale or
     other  disposition of) ("Transfer")  any Registrable  Securities or Options
     (collectively,  "Restricted  Securities")  prior to the  first  anniversary
     following the date of this Registration Agreement.

              2.2  Permitted  Transfers.  The  restrictions  contained  in  this
     Section 2 will not apply with respect to any of the following  transactions
     (each, a "Permitted Transfer"):
                                                         9

                                                                        Initials

2.2.1 a natural person may Transfer Restricted  Securities to his or her spouse,
siblings,  parents or any natural or adopted children or other descendants or to
any personal trust in which such family members or such  transferee  retains the
entire beneficial interest;  2.2.2 GAP may (A) Transfer Restricted Securities to
one or more other  entities  that are wholly owned and  controlled,  legally and
beneficially,  by GAP or an Affiliate,  or (B) Transfer Restricted Securities by
distributing  such  Restricted  Securities  in  a  liquidation,  winding  up  or
otherwise  without  consideration  to the  equity  owners  of such  corporation,
partnership  or  business  entity or to any other  corporation,  partnership  or
business  entity that is wholly  owned by such equity  owners;  or (C)  Transfer
Restricted  Securities  to a  director,  officer  or key  employee  of GAP or an
Affiliate;

2.2.3 a transferee acquiring  Restricted  Securities in a Permitted Transfer may
Transfer Restricted  Securities on his or her death or mental incapacity to such
Person's estate,  executor,  administrator or personal representative or to such
Person's beneficiaries pursuant to a devise or bequest or by the laws of descent
and distribution; or <PAGE>

2.2.4 GAP or any  transferee  acquiring  Restricted  Securities  in a  Permitted
Transfer  may   Transfer   Restricted   Securities   pursuant  to  an  effective
Registration  Statement as provided  herein or pursuant to an exemption from the
registration requirements of the Securities Act.

                                If any Person  Transfers  Restricted  Securities
     as described in this  Section 2.2,  such  Restricted
     Securities  shall remain subject to this  Registration  Agreement and, as a
     condition  of the  validity  of such  Transfer,  the  transferee  shall  be
     required  to  execute  and  deliver  a  counterpart  of  this  Registration
     Agreement.  Thereafter,  such transferee shall be deemed to be a Holder for
     purposes of this Registration Agreement.

              2.3  Rights  of  Subsequent  Holder.   Subject  to  the  foregoing
     restrictions, the Client and GAP hereby agree that any subsequent holder of
     Registrable  Securities  shall be entitled to all  benefits  hereunder as a
     holder of such securities.

                  Section 3. Demands for Registration.

              3.1 Demand Period3.  1 From the date hereof,  until the date which
     is four years from the date hereof (the  "Demand  Period"),  subject to the
     terms and  conditions set forth herein,  GAP and the Permitted  Transferees
     will have in the aggregate three opportunities, in addition to other rights
     enumerated in this Registration  Agreement,  to request  registration under
     the Securities Act of all or part of its Registrable  Securities (a "Demand
     Registration").  The Holders of 50% or more of the  Registrable  Securities
     shall have the right to exercise the registration rights under this Section
     3.

              3.2 Demand Procedure.

3.2.1                           Subject  to  Sections  3.2.2  and  3.2.4  below,
                                during   the   Demand   Period   any  Holder  or
                                combination    of   Holders   (the    "Demanding
                                Shareholders")   owning   50%  or  more  of  the
                                Registrable Securities may deliver to the Client
                                a  written   request  (a  "Demand   Registration
                                Request") that the Client register any or all of
                                such Demanding Shareholders' Registrable Shares.

3.2.2    Holders, in the aggregate, may only make one Demand Registration
                                Request  in each  six-month  period  during  the
                                Demand  Period (the "Interim  Demand  Periods").
                                The Client  shall only be  required  to file one
                                registration  statement (as  distinguished  from
                                supplements or pre-effective  or  post-effective
                                amendments  thereto)  in response to each Demand
                                Registration Request.

3.2.3 A Demand  Registration  Request from Demanding  Shareholders shall (i) set
forth the number of Registrable  Securities  intended to be sold pursuant to the
Demand  Registration  Request  (ii)  disclose  whether  all or any  portion of a
distribution  pursuant  to such  registration  will be  sought  by  means  of an
underwriting,   and  (iii)   identify  any  managing   underwriter  or  managing
underwriters   proposed  for  the   underwritten   portion,   if  any,  of  such
registration. <PAGE>

3.2.4 If  during  any  Interim  Demand  Period,  the  Client  receives  a Demand
Registration  Request  from  Demanding  Shareholders  for  the  registration  of
Registrable  Securities having an aggregate market value of $100,000 or greater,
as  determined  according to the closing price of the Common Stock on the NASDAQ
National Market, on the Bulletin Board or in the Pink Sheets on the date of such
Demand Registration  Request,  then the Client shall, subject to the limitations
in Sections  3.2.5 and 3.2.6  hereof,  (i) use its  reasonable  best  efforts to
prepare  and file within 30 days of receipt of the Demand  registration  request
with the SEC a registration  statement  under the Securities Act with respect to
all the Registrable  Securities that the Demanding  Shareholders requested to be
registered in the Demand  Registration  Request,  (ii) use its  reasonable  best
efforts to cause such registration  statement to become effective within 75 days
of receipt of the Demand  Registration  Request,  and (iii) if such registration
can be accomplished by means of a registration  statement on Form S-3, keep such
registration  statement effective until such time as the Demanding  Shareholders
shall have sold or  otherwise  disposed of all of their  Registrable  Securities
included in the  registration.  If such  registration  cannot be accomplished by
means  of a  registration  statement  on Form  S-3,  the  Client  shall  use its
reasonable  best efforts to keep such  registration  statement  effective for at
least 180 days.

3.2.5It is anticipated that the registration  contemplated  under this Section 3
     will be  accomplished  by  means  of the  filing  of a Form  S-3,  and that
     registration on such form will allow for different  means of  distribution,
     including  sales by means of an underwriting as well as sales into the open
     market. If the Demanding  Shareholders  desire to distribute all or part of
     the  Registrable  Securities  covered  by  their  request  by  means  of an
     underwriting,  they shall so advise the Client in writing in their  initial
     Demand  Registration  Request  as  described  in  Section  3.2.3  above.  A
     determination of whether all or part of the  distribution  will be by means
     of an

                                3.2.1 Subject to Sections 3.2.2 and 3.2.4 below,
              during the Demand Period any Holder or combination of Holders (the
              "Demanding  Shareholders")  owning 50% or more of the  Registrable
              Securities may deliver to the Client a written  request (a "Demand
              Registration Request") that the Client register any or all of such
              Demanding Shareholders' Registrable Shares.

                                3.2.2 Holders,  in the aggregate,  may only make
              one Demand  Registration  Request in each six-month  period during
              the Demand  Period (the  "Interim  Demand  Periods't).  The Client
              shall only be  required  to file one  registration  statement  (as
              distinguished  from supplements or pre-effective or post-effective
              amendments  thereto)  in  response  to  each  Demand  Registration
              Request.

                                3.2.3  A  Demand   Registration   Request   from

Demanding Shareholders shall (i) set forth the number of
     Registrable   Securities  intended  to  be  sold  pursuant  to  the  Demand
     Registration  Request  (ii)  disclose  whether  all  or  any  portion  of a
     distribution  pursuant to such  registration  will be sought by means of an
     underwriting,  and (iii)  identify  any  managing  underwriter  or managing
     underwriters  proposed  for  the  underwritten  portion,  if  any,  of such
     registration.

                                3.2.4   If during any Interim Demand Period, the

     Client receives a Demand  Registration  Request from

     Demanding  Shareholders  for the  registration  of  Registrable  Securities
     having an aggregate market value of $100,000 or greater, as determined

<PAGE>

     according to the closing  price of the Common Stock on the NASDAQ  National
     Market,  on the  Bulletin  Board or in the Pink  Sheets on the date of such
     Demand  Registration  Request,  then  the  Client  shall,  subject  to  the
     limitations in Sections 3.2.5 and 3.2.6 hereof, (i) use its reasonable best
     efforts  to  prepare  and file  within  30 days of  receipt  of the  Demand
     registration  request  with  the SEC a  registration  statement  under  the
     Securities  Act with  respect to all the  Registrable  Securities  that the
     Demanding   Shareholders   requested  to  be   registered   in  the  Demand
     Registration  Request,  (ii) use its reasonable  best efforts to cause such
     registration statement to become effective within 75 days of receipt of the
     Demand  Registration  Request,  and  (iii)  if  such  registration  can  be
     accomplished  by means of a  registration  statement on Form S-3, keep such
     registration   statement   effective  until  such  time  as  the  Demanding
     Shareholders  shall  have  sold  or  otherwise  disposed  of all  of  their
     Registrable  Securities included in the registration.  If such registration
     cannot be  accomplished  by means of a registration  statement on Form S-3,
     the Client shall use its reasonable best efforts to keep such  registration
     statement effective for at least 180 days.

                                3.2.5   It is anticipated that the registration
     contemplated under this Section
              3 will be  accomplished  by means of the filing of a Form S-3, and
     that   registration  on  such  form  will  allow  for  different  means  of
     distribution,  including sales by means of an underwriting as well as sales
     into the open market.  If the Demanding  Shareholders  desire to distribute
     all or part of the Registrable Securities covered by their request by means
     of an  underwriting,  they  shall so advise  the Client in writing in their
     initial Demand R~gistration  Request as described in Section 3.2.3 above. A
     determination of whether all or part of the  distribution  will be by means
     of an

                                                                -------------
                                                                        Initials

underwriting shall be made by Demanding  Shareholders  holding a majority of the
Registrable Securities to be included in the registration. If all or part of the
distribution  is to be by means of an  underwriting,  all  subsequent  decisions
concerning the underwriting  which are to be made by the Demanding  Shareholders
pursuant to the terms of this  Registration  Agreement,  which shall include the
selection  of  the   underwriter   or   underwriters   to  be  engaged  and  the
representative,  if any, of the  underwriters  so engaged,  shall be made by the
Demanding  Shareholders who hold a majority of the Registrable  Securities to be
included in the  underwriting,  subject to approval by the Board of Directors of
the Client.

                                3.2.6 Upon the receipt by the Client of a Demand
     Registration Request in accordance with Section

     3.2.4 hereof,  the Client shall,  within ten days following receipt of such
     Demand  Registration  Request,  give written  notice of such request to all
     Holders.  The Client shall  include in such notice  information  concerning
     whether  all,  part or none of the  distribution  is expected to be made by
     means of an  underwriting,  and, if more than one means of  distribution is
     contemplated,  may  require  Holders  to notify  the Client of the means of
     distribution  of  their  Registrable  Securities  to  be  included  in  the
     registration.  If any Holder who is not a Demanding  Shareholder desires to
     sell any Registrable Securities owned by such Holder, such Holder may elect
     to have all or any portion of its  Registrable  Securities  included in the
     registration  statement by notifying the Client in writing (a "Supplemental
     Demand  Registration  Request")  within 20 days of receiving  notice of the
     Demand  Registration  Request  from the Client.  The right of any Holder to
     include all or any portion of its Registrable Securities in an underwriting
     shall be  conditioned  upon the Client's  having  received a timely written
     request  for such  inclusion  by way of a Demand  Registration  Request  or
     Supplemental  Demand  Registration  Request  (which  right shall be further
     conditioned to the extent  provided in this  Registration  Agreement).  All
     Holders  proposing to distribute their  Registrable  Securities  through an
     underwriting  shall enter into an underwriting  agreement in customary form
     with the underwriter or underwriters selected for such underwriting.

<PAGE>

                                3.2.7  Notwithstanding  any other  provision  of
this Section 3, if an underwriter advises the Client
     in writing that  marketing  factors  require a limitation  on the number of
     shares  to be  underwritten,  then the  number  of  shares  of  Registrable
     Securities  that may be included  in the  underwriting  shall be  allocated
     among  the  Holders  in  proportion  (as  nearly  as  practicable)  to  the
     respective  amounts of Registrable  Securities each Holder owns (or in such
     other  proportion as they shall  mutually  agree).  Registrable  Securities
     excluded or withdrawn from the underwriting in accordance with this Section
     3.2.7 shall be withdrawn from the registration.

              3.3 Priority on Request Registration.  The Client will not include
     in any  Demand  Registration  any  securities  which  are  not  Registrable
     Securities  without the prior written  consent of the Holders of a majority
     of the shares of Registrable Securities included in such registration. If a
     Demand   Registration  is  an   underwritten   offering  and  the  managing
     underwriters  advise the Client in writing that in their opinion the number
     of Registrable  Securities and, if permitted  hereunder,  other  securities
     requested to be included in such offering  exceeds the number of securities
     that can be sold in an orderly manner in such offering within a price range
     acceptable  to the  Holders  of a  majority  of the  shares of  Registrable
     Securities initially requesting

                                    Initials

     registration,  the Client will  include in such  registration  prior to the
     inclusion of any securities which are not Registrable Securities the number
     of shares of  Registrable  Securities  requested to be included that in the
     opinion of such  underwriters  can be sold in an orderly manner within such
     acceptable  price range,  pro rata among the respective  Holders thereof on
     the basis of the number of shares of Registrable  Securities  owned by each
     such Holder.

                       Section 4. Piggyback Registrations

              4.1 Right to  Piggyback.  If the Client  proposes to  undertake an
     offering  of shares of Common  Stock for its  account or for the account of
     other  stockholders and the registration  form to be used for such offering
     may be used for the  registration  of Registrable  Securities (a "Piggyback
     Registration"),  each such time the Client will give prompt  written notice
     to all Holders of Registrable  Securities of its intention to effect such a
     registration  (each, a "Piggyback Notice") and, subject to Sections 4.3 and
     4.4 hereof, the Client will use its best efforts to cause to be included in
     such  registration  all  Registrable  Securities  with respect to which the
     Client has received written  requests for inclusion  therein within 20 days
     after the date of sending the Piggyback Notice.

              4.2 Priority on Primary Registrations. If a Piggyback Registration
     is an underwritten  primary  registration on behalf of the Client,  and the
     managing  underwriters  advise the Client in writing that in their  opinion
     the number of  securities  requested  to be included  in such  registration
     exceeds  the number  that can be sold in an orderly  manner  within a price
     range   acceptable  to  the  Client,   the  Client  will  include  in  such
     registration  (a) first, the securities the Client proposes to sell and (b)
     second,  the  Registrable  Securities  requested  to be  included  in  such
     registration  and any other  securities  requested  to be  included in such
     registration that are held by Persons other than the Holders of Registrable
     Securities  pursuant to registration  rights, pro rata among the holders of
     Registrable  Securities and the holders of such other securities requesting
     such  registration  on the basis of the number of shares of such securities
     owned by each such holder.

                4.3 Priority on  Secondary.  If a Piggyback  Registration  is an
     underwritten  secondary  registration  on behalf of holders of the Client's
     securities  other than the Holders of  Registrable  Securities  (the "Other
     Holders"),  and the managing underwriters advise the Client in writing that
     in their opinion the number of securities  requested to be included in such
     registration  exceeds the number  that can be sold in an orderly  manner in
     such  offering  within  a  price  range  acceptable  to the  Other  Holders
     requesting such registration,  the Client will include in such registration
     (a) first,  the  securities  requested to be included  therein by the Other
     Holders  requesting  such  registration  and (b)  second,  the  Registrable
     Securities  requested to be included in such  registration  hereunder,  pro
     rata  among  the  Holders  of  Registrable   Securities   requesting   such
     registration on the basis of the number of shares of such securities  owned
     by each such Holder.

<PAGE>

                  4.4 Selection of Underwriters4. In the case of an underwritten
     Piggyback  Registration,  the  Client  will have the  right to  select  the
     investment banker(s) and manager(s) to administer the offering.

                                Section 5.  Registration  Procedures  Section.
     Whenever the Holders of  Registrable  Securities  have

     requested  that  any  Registrable  Securities  be  sold  pursuant  to  this
     Registration Agreement,  the Client will use its reasonable best efforts to
     effect the  registration  and the sale of such  Registrable  Securities  in
     accordance  with the intended method of disposition  thereof,  and pursuant
     thereto the client will as expeditiously as possible:

              5.1.1  Registration  Statement.  Prepare  and file  with the SEC a
     registration  statement with respect to such Registrable Securities and use
     its reasonable best efforts to cause such registration  statement to become
     effective.

              5.1.2 Amendments and  Supplements.  Promptly prepare and file with
     the SEC such amendments and supplements to such registration  statement and
     the  prospectus  used in  connection  therewith as may be necessary to keep
     such  registration  statement  effective  for the  period  required  by the
     intended method of disposition and the terms of this Registration Agreement
     and comply with the  provisions of the  Securities  Act with respect to the
     disposition of all securities covered by such registration statement during
     such period in accordance  with the intended  methods of disposition by the
     sellers thereof set forth in such registration statement.

              5.1.3  Provision  of Copies.  Promptly  furnish to each  seller of
     Registrable Securities the number of copies of such registration statement,
     each amendment and  supplement  thereto,  the  prospectus  included in such
     registration  statement  (including each  preliminary  prospectus) and such
     other  documents  as  such  seller  may  reasonably  request  in  order  to
     facilitate the  disposition  of the  Registrable  Securities  owned by such
     seller.

              5.1.4 Blue Sky Laws. Use its  reasonable  best efforts to register
     or qualify such  Registrable  Securities  under the  securities or blue sky
     laws of such jurisdictions as any seller reasonably requests and do any and
     all other acts and things which may be reasonably necessary or advisable to
     enable such seller to consummate the disposition in such  jurisdictions  of
     the Registrable Securities owned by such seller,  provided, that the Client
     will  not be  required  to (a)  qualify  generally  to do  business  in any
     jurisdiction  where it would not  otherwise  be required to qualify but for
     this Section 5.1.4, (b) subject itself to taxation in any such jurisdiction
     or (c) consent to general service of process in any such jurisdiction.

              5.1.5  Anti-fraud  Rules..  Promptly  notify  each  seller of such
     Registrable Securities when a prospectus relating thereto is required to be
     delivered  under the  Securities  Act, of the  happening  of any event as a
     result of which the  prospectus  included  in such  registration  statement
     contains an untrue  statement of a material fact or omits any material fact
     necessary to make the statements therein not misleading, and in such event,
     at the  request of any such  seller,  the Client  will  promptly  prepare a
     supplement or amendment to such prospectus so that, as

<PAGE>

thereafter  delivered to the  purchasers of such  Registrable  Securities,  such
prospectus  will not contain an untrue  statement of a material  fact or omit to
state any material fact necessary to make the statements therein not misleading,
provided,  that the Client will not take any action which causes the  prospectus
included  in such  registration  statement  to  contain an untrue  statement  of
material fact or omit any material fact necessary to make the statements therein
not misleading, except as permitted by Section 5.5.

                                5.1.6   Securities Exchange  Listings..  Use its
     reasonable best efforts to cause all such Registrable
     Securities to be listed on each securities  exchange on which securities of
     the same class issued by the Client are then listed and use its  reasonable
     best efforts to qualify  such  Registrable  Securities  for trading on each
     system on which  securities of the same class issued by the Client are then
     qualified.

                                5.1.7   Underwriting  Agreements.   Enter  into
     such  customary  agreements  (including  underwriting
     agreements  in  customary  form)  and take all such  other  actions  as the
     holders of a majority of the shares of Registrable Securities being sold or
     the  underwriters,  if any,  reasonably  request  in order to  expedite  or
     facilitate the disposition of such Registrable Securities.

                                5.1.8   Due  Diligence.  Make  available  for
     inspection by any underwriter  participating in any disposition pursuant to
     such  registration  statement and any  attorney,  accountant or other agent
     retained  by  any  such  underwriter,  all  financial  and  other  records,
     pertinent  corporate  documents and properties of the Client, and cause the
     Client's  officers,  directors,  employees and  independent  accountants to
     supply  all  information  reasonably  requested  by any  such  underwriter,
     attorney,   accountant  or  agent  in  connection  with  such  registration
     statement.

                                5.1.9   Earning  Statement.  Otherwise  use its
     best efforts to comply with all  applicable  rules and
     regulations of the SEC, and make available to its security holders, as soon
     as reasonably  practicable,  an earning statement covering the period of at
     least twelve months beginning with the first day of the Client's first full
     calendar  quarter after the effective date of the  registration  statement,
     which earning  statement  shall satisfy the  provisions of Section 11(a) of
     the Securities Act and Rule 158 thereunder.

                                5.1.10  Deemed  Underwriters  or  Controlling

     Persons.  Permit any Holder of Registrable Securities which Holder, in such
     Holder's  reasonable  judgment,  might be deemed to be an  underwriter or a
     controlling person of the Client, to participate in the preparation of such
     registration or comparable  statement and to require the insertion  therein
     of material in form and  substance  satisfactory  to such Holder and to the
     Client and  furnished  to the Client in  writing,  which in the  reasonable
     judgment of such Holder and its counsel should be included.

                                5.1.11  Management Availability.. In connection
     with  underwritten  offerings,   make  available
     appropriate  management  personnel for participation in the preparation and
     drafting of such  registration or comparable  statement,  for due diligence
     meetings and for "road show" meetings.

                                    5.1.12  Stop  Orders.  Promptly  notify
     Holders of the Registrable  Securities of the threat of issuance by the SEC
     of  any  stop  order  suspending  the  effectiveness  of  the  registration
     statement or the initiation of any  proceeding  for that purpose,  and make
     every  reasonable  effort to prevent the entry of any order  suspending the
     effectiveness of the registration  statement.  In the event of the issuance
     of any stop order suspending the effectiveness of a registration statement,
     or of any order suspending or preventing the use of any related  prospectus
     or suspending the qualification of any Registrable  Securities  included in
     such registration  statement for sale in any jurisdiction,  the Client will
     use its reasonable  best efforts  promptly to obtain the withdrawal of such
     order.

<PAGE>

              5.1.13  Opinions.  At each  closing of an  underwritten  offering,
     request  opinions  of  counsel to the Client  and  updates  thereof  (which
     opinions and updates shall be reasonably  satisfactory to the  underwriters
     of the Registrable  Securities  being sold)  addressed to the  underwriters
     covering  the  matters   customarily   covered  in  opinions  requested  in
     underwritten  offerings  and  such  other  matters  as  may  be  reasonably
     requested by such Holders or their counsel.

              5.1.14 Comfort  Letter..  Obtain a cold comfort letter and related
     bring  down  letters  from  the  Client's  independent  public  accountants
     addressed to the selling  Holders of  Registrable  Securities  in customary
     form and  covering  such  matters of the type  customarily  covered by cold
     comfort letters as the Holders of a majority of the Registrable  Securities
     being sold reasonably request.

              5.2 Further  Information.  The Client may  require  each Holder of
     Registrable Securities to furnish to the Client in writing such information
     regarding  the  proposed  distribution  by such Holder of such  Registrable
     Securities as the Client may from time to time reasonably request.

              5.3 Notice to Suspend  Offers and Sales.  Each Investor  severally
     agrees that, upon receipt of any notice from the Client of the happening of
     any event of the kind described in Sections  5.1.5 or 5.1.12  hereof,  such
     Investor will forthwith  discontinue  disposition of shares of Common Stock
     pursuant  to a  registration  hereunder  until  receipt of the copies of an
     appropriate  supplement or amendment to the prospectus  under Section 5.1.5
     or until the withdrawal of such order under Section 5.1.12.

              5.4 Reference to Holders.  If any such  registration or comparable
     statement  refers to any Holder by name or  otherwise  as the holder of any
     securities of the Client and if, in the Holder's reasonable judgment,  such
     Holder is or might be deemed to be a controlling person of the Client, such
     Holder  shall  have the  right to  require  (a) the  insertion  therein  of
     language in form and substance  satisfactory  to such Holder and the Client
     and  presented to the Client in writing,  to the effect that the holding by
     such Holder of such  securities is not to be construed as a  recommendation
     by such  Holder  of the  investmento  quality  of the  Client's  securities
     covered

                                                          Initials

     thereby and that such  holding  does not imply that such Holder will assist
     in meeting any future financial  requirements of the Client,  or (b) in the
     event  that  such  reference  to such  Holder by name or  otherwise  is not
     required by the  Securities  Act or any  similar  Federal  statute  then in
     force,  the deletion of the  reference to such Holder;  provided  that with
     respect  to this  clause  (b) such  Holder  shall  furnish to the Client an
     opinion of counsel to such  effect,  which  opinion  and  counsel  shall be
     reasonably satisfactory to the Client.

              5.5 Client's Ability to Postpone.  Notwithstanding anything to the
     contrary  contained  herein,  the Client  shall have the right twice in any
     twelve month period to postpone  the filing of any  registration  statement
     under  Sections 3 or 4 hereof or any amendment or supplement  thereto for a
     reasonable period of time (all such  postponements not exceeding 90 days in
     the  aggregate  in any twelve  month  period) if the Client  furnishes  the
     Holders of Registrable  Securities a certificate  signed by the Chairman of
     the Board of Directors or the President of the Client  stating that, in its
     good faith  judgment,  the Client's  Board of Directors  (or the  executive
     committee thereof) has determined that effecting the registration at such

<PAGE>

time would  materially and adversely affect a material  financing,  acquisition,
     disposition of assets or stock, merger or other comparable transaction,  or
     would  require  the Client to make public  disclosure  of  information  the
     public  disclosure of which would have a material  adverse  effect upon the
     Client.

                       Section 6. Registration Expenses Section.

                6.1 Expenses Borne by Client.  Except as specifically  otherwise
     provided in Section 6.2 hereof,  the Client will be responsible for payment
     of all expenses incident to any registration hereunder,  including, without
     limitation,  all  registration  and  filing  fees,  fees  and  expenses  of
     compliance with securities or blue sky laws,  printing expenses,  messenger
     and delivery expenses,  road show expenses,  advertising  expenses and fees
     and  disbursements of counsel for the Client and all independent  certified
     public  accountants and other Persons  retained by the Client in connection
     with such  registration (all such expenses borne by the Client being herein
     called the "Registration Expenses").

              6.2  Expenses  Borne  by  Selling  Securityholders..  The  selling
     securityholders will be responsible for payment of their own legal fees (if
     they retain legal counsel  separate from that of the Client),  underwriting
     fees and brokerage discounts, commissions and other sales expenses incident
     to any registration  hereunder,  with any such expenses which are common to
     the selling securityholders  divided among such securityholders  (including
     the Client and holders of the Client's  securities  other than  Registrable
     Securities, to the extent that securities are being registered on behalf of
     such  Persons)  pro  rata  on the  basis  of the  number  of  shares  being
     registered   on   behalf   of  each   such   securityholder,   or  as  such
     securityholders may otherwise agree.

                       Section 7. Indemnification Section.

              7.1 Indemnification by Client.. The Client agrees to indemnify, to
     the fullest extent permitted by law, each Holder of Registrable  Securities
     and each Person who controls


                                    Initials

          the  indemnifying  party will not be subject to any  liability for any
     settlement  made by the  indemnified  party  without its consent  (but such
     consent will not be unreasonably  withheld).  An indemnifying  party who is
     not entitled  to, or elects not to,  assume the defense of a claim will not
     be  obligated to pay the fees and expenses of more than one counsel for all
     parties  indemnified by such indemnifying party with respect to such claim,
     unless in the reasonable  judgment of any  indemnified  party a conflict of
     interest  may exist  between such  indemnified  party and any other of such
     indemnified parties with respect to such claim.

(within  the  meaning of the  Securities  Act) such  Holder  against all losses,
claims,  damages,  liabilities and expenses in connection with defending against
any such losses,  claims,  damages and  liabilities  or in  connection  with any
investigation  or  inquiry,  in each case  caused  by or based on any  untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement,  prospectus or  preliminary  prospectus  or any amendment  thereof or
supplement  thereto or any  omission  or  alleged  omission  of a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  or  arise  out of  any  violation  by the  Client  of any  rules  or
regulation  promulgated  under the  Securities  Act applicable to the Client and
relating to action or inaction  required of the Client in  connection  with such
registration,  except  insofar as the same are (i) contained in any  information
furnished  in writing to the Client by such Holder  expressly  for use  therein,
(ii)  caused by such  Holder's  failure  to  deliver a copy of the  registration
statement or  prospectus  or any  amendments or  supplements  thereto,  or (iii)
caused by such  Holder's  failure to  discontinue  disposition  of shares  after
receiving  notice from the Client pursuant to Section 5.3 hereof.  In connection
with an  underwritten  offering,  the Client will indemnify  such  underwriters,
their officers and directors and each Person who controls (within the meaning of
the Securities  Act) such  underwriters  at least to the same extent as provided
above  with  respect  to the  indemnification  of  the  Holders  of  Registrable
Securities. <PAGE>

                                7.2     Indemnification  by Holder.  In
     connection with any registration statement in which a Holder of Registrable
     Securities is participating, each such Holder will furnish to the Client in
     writing  such  information  as the Client  reasonably  requests  for use in
     connection with any such  registration  statement or prospectus and, to the
     extent  permitted by law,  will  indemnify  the Client,  its  directors and
     officers and each Person who controls (within the meaning of the Securities
     Act) the Client  against  any  losses,  claims,  damages,  liabilities  and
     expenses  resulting from any untrue or alleged untrue statement of material
     fact  contained in the  registration  statement,  prospectus or preliminary
     prospectus or any amendment  thereof or supplement  thereto or any omission
     or alleged  omission of a material  fact  required to be stated  therein or
     necessary to make the statements  therein not  misleading,  but only to the
     extent  that  such  untrue  statement  or  omission  is  contained  in  any
     information  so  furnished in writing by such Holder  expressly  for use in
     connection  with  such  registration;   provided  that  the  obligation  to
     indemnify  will be individual to each Holder and will be limited to the net
     amount of proceeds  received  by such  Holder from the sale of  Registrable
     Securities pursuant to such registration  statement.  In connection with an
     underwritten  offering,  each such Holder will indemnify such underwriters,
     their  officers  and  directors  and each Person who  controls  (within the
     meaning  of the  Securities  Act)  such  underwriters  at least to the same
     extent as provided above with respect to the indemnification of the Client.

              7.3  Assumption  of  Defense  by  Indemnifying  Party.  Any Person
     entitled to  indemnification  hereunder will (a) give prompt written notice
     to the  indemnifying  party of any  claim  with  respect  to which it seeks
     indemnification  and (b)  unless  in such  indemnified  party's  reasonable
     judgment a conflict of interest  between such  indemnified and indemnifying
     parties  may exist with  respect to such claim,  permit  such  indemnifying
     party  to  assume  the  defense  of  such  claim  with  counsel  reasonably
     satisfactory to the indemnified party. If such defense is assumed,

              7.4 Binding Effect.  The  indemnification  provided for under this
     Registration  Agreement will remain in full force and effect  regardless of
     any  investigation  made by or on  behalf of the  indemnified  party or any
     officer,  director or controlling Person of such indemnified party and will
     survive  the  transfer of  securities.  The Client also agrees to make such
     provisions,  as are  reasonably  requested by any  indemnified  party,  for
     contribution  to such party in the event the  Client's  indemnification  is
     unavailable  for any reason.  Each Holder of  Registrable  Securities  also
     agrees  to  make  such  provisions,  as  are  reasonably  requested  by any
     indemnified  party,  for  contribution  to such  party  in the  event  such
     Holder's indemnification is unavailable for any reason.

     Section  8.  Participation  in  Underwritten  Registrations.  No Person may
     participate in any registration hereunder which is underwritten unless such
     Person (a) agrees to sell such Person's securities on the basis provided in
     any  underwriting  arrangements  approved by the Person or Persons entitled
     hereunder to approve such  arrangements  and (b) completes and executes all
     questionnaires,  powers of attorney,  indemnities,  underwriting agreements
     and  other  documents   required  under  the  terms  of  such  underwriting
     arrangements.

              Section 9.       Miscellaneous.
<PAGE>

              9.1 No  Inconsistent  Agreements.  The Client  will not  hereafter
     enter into any agreement with respect to its securities  which violates the
     rights   granted  to  the  Holders  of   Registrable   Securities  in  this
     Registration Agreement.

              9.2 Remedies. Any Person having rights under any provision of this
     Registration Agreement will be entitled to enforce such rights specifically
     to recover  damages caused by reason of any breach of any provision of this
     Registration Agreement and to exercise all other rights granted by law. The
     parties  hereto  agree and  acknowledge  that money  damages  may not be an
     adequate  remedy  for any  breach of the  provisions  of this  Registration
     Agreement and that any party may in its sole discretion  apply to any court
     of law or equity of  competent  jurisdiction  (without  posting any bond or
     other security) for specific performance and for other injunctive relief in
     order  to  enforce  or  prevent   violation  of  the   provisions  of  this
     Registration Agreement.

              9.3  Term.   Except  for  the   provisions  of  Section  7  or  as
     specifically otherwise provided herein, the provisions of this Registr~tion
     Agreement shall apply until such time as all

              Registrable  Securities  have ceased to be Registrable  Securities
     hereunder  but in no event  later  than  three  years from the date of this
     Registration Agreement.

              9.4  Amendments  and  Waivers.  Except as  otherwise  specifically
     provided herein, this Registration  Agreement may be amended or waived only
     upon the prior  written  consent  of the  Client  and of the  Holders  of a
     majority of the then outstanding shares ofRegistrable Securities.

              9.5  Successors  and  Assigns.  Subject to  Section 2 hereof,  all
     covenants and agreements in this Registration  Agreement by or on behalf of
     any of the  parties  hereto  will bind and inure to the  benefit of (i) the
     respective  successors  and  assigns  of  the  parties  hereto  whether  so
     expressed  or not and (ii) the  persons  referred  to in clause (iv) of the
     definition  of  Registrable  Securities.  In  addition,  whether or not any
     express  assignment  has been  made but  subject  in any case to  Section 2
     hereof,  the provisions of this  Registration  Agreement  which are for the
     benefit  of GAP or  Holders  of  Registrable  Securities  are  also for the
     benefit of, and enforceable by, any subsequent holder of such securities so
     long as such securities continue to be restricted securities,  as that term
     is defined in Securities Act Rule 144.

              9.6  Severability.  Whenever  possible,  each  provision  of  this
     Registration  Agreement  will  be  interpreted  in  such  manner  as  to be
     effective  and valid under  applicable  law,  but if any  provision of this
     Registration  Agreement  is  held  to be  prohibited  by or  invalid  under
     applicable  law, such provision  will be ineffective  only to the extent of
     such prohibition or invalidity,  without invalidating the remainder of this
     Registration Agreement.

              9.7  Counterparts.  This  Registration  Agreement  may be executed
     simultaneously in multiple counterparts,  any one of which need not contain
     the  signatures  of more than one party,  but all such  counterparts  taken
     together will constitute one and the same Registration Agreement.

              9.8  Descriptive  Headings.   The  descriptive  headings  of  this
     Registration  Agreement  are  inserted  for  convenience  only  and  do not
     constitute a part of this Registration Agreement.

              9.9 Governing  Law. All  questions  concerning  the  construction,
     validity and interpretation of this Registration Agreement will be governed
     by and  construed  in  accordance  with the  domestic  laws of the State of
     Florida,  without  giving  effect to any choice of law or  conflict  of law
     provision  or  rule   (whether  of  the  State  of  Florida  or  any  other
     jurisdiction)  that  would  cause  the  application  of  the  laws  of  any
     jurisdiction other than the State of Florida.

<PAGE>

              9.10Entire Agreement.  This Registration  Agreement is intended by
     the parties as a final  expression of their  agreement and intended to be a
     complete and exclusive  statement of the agreement and understanding of the
     parties hereto with respect of the subject matter  contained  herein.  This
     Registration  Agreement  supersedes all prior agreements and understandings
     between the parties with respect to such subject matter.

              9.11Notices.  All notices,  demands or other  communications to be
     given  or  delivered   under  or  by  reason  of  the  provisions  of  this
     Registration Agreement shall be in writing and shall be deemed to have been
     given when delivered personally to the recipient,  sent to the recipient by
     facsimile transmission,  sent to the recipient by reputable express courier
     service (charges  prepaid) or three business days after being mailed to the
     recipient by certified or registered  mail,  return  receipt  requested and
     postage prepaid.  Such notices,  demands and other  communications  will be
     sent to each Holder at the address  indicated  on the records of the Client
     and to the  Client at the  address  set forth in the  Agreement  or to such
     other  address or to the  attention of such other  person as the  recipient
     party has specified by prior written notice to the sending party.

              9 .12 Confidentiality.  The Client shall hold in strict confidence
     and shall not disclose information with respect to sales of Common Stock by
     any Holder,  including the fact of such sales, the amount of such sales and
     the timing of such sales,  except as such  information  shall become public
     without  violation of this Section  9.12,  as may be required by applicable
     law,  rules or  regulations  or with the  express  written  consent of such
     Investor.

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

                                 Client:
                                          By:__________ _________________

                                 Company:    Gulf Atlantic Publishing, Inc.
                                          By: ___________________
                                             Donald R. Philpott, President


<PAGE>