United States
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                           Form 10-KSB


(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended:  December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the transition period from ___________ to ___________

                    Commission file number:  0-26624
                   Alternate Marketing Networks, Inc.
______________________________________________________________________________
               (Name of small business issuer in its charter)

       Michigan                             38-2841197
______________________________________________________________________________
(State or other jurisdiction of           (I.R.S. Employer incorporation or
     organization)                            Identification No.)

     One Ionia S.W., Suite 520, Grand Rapids, Michigan           49503
______________________________________________________________________________
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number  (616) 235-0698

Securities registered under Section 12(g) of the Exchange Act:  Common Stock,
no par value.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X]  No [ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $16,626,151

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:  $1,044,712, based on 1,450,989 shares held by non-affiliates as of
March 4, 2002, and the average of the closing bid and asked prices for said
shares in the Nasdaq SmallCap Market as of such date.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 4,586,005 shares of Common
Stock, as of March 4, 2002.


                     DOCUMENTS INCORPORATED BY REFERENCE

Certain exhibits identified in Part III, Item 12 are incorporated by reference
to said exhibits as filed with (i) Form SB-2 Registration Statement
(Commission File No. 33-95332C), (ii) Report on Form 10-KSB for the fiscal
year ended December 31, 1995, (iii) Reports on Form 8-K (dated April 11, 1996)
and Form 8-K/A (dated April 4, 1996), (iv) Report on Form 10-KSB for the
fiscal year ended December 31, 1998, (v) Report on form 10-QSB for the
quarterly period ended September 30, 1999, and (vi) Report on 8-K (dated
February 17, 2000).







































                              TABLE OF CONTENTS

                                                                          Page

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

Item 1.  Description of Business . . . . . . . . . . . . . . . . . . . . .  4

Item 2.  Description of Property . . . . . . . . . . . . . . . . . . . . .  5

Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .  6

Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . .  6

PART II  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

Item 5.  Market for the Common Equity and Related Stockholder Matters
         Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . .  6

Item 6.  Management's Discussion and Analysis  . . . . . . . . . . . . . .  6

Item 7.  Financial Statements  . . . . . . . . . . . . . . . . . . . . . . 14

Item 8.  Changes in and Disagreement with Accountants on Accounting and
         Financial Disclosure  . . . . . . . . . . . . . . . . . . . . . . 35

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act . . . . . . . . 35

Item 10. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . 37

Item 11. Security Ownership of Certain Beneficial Owners and Management. . 40

Item 12. Certain Relationships and Related Transactions  . . . . . . . . . 42

Item 13. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . 42
         Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . 42

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44














                                   PART I

Item 1.  DESCRIPTION OF BUSINESS

OVERVIEW AND DESCRIPTION OF OPERATIONS

   Alternate Marketing Networks is a single-source provider of marketing
services.  The Company serves the newspaper, consumer packaged goods,
telecommunications, automotive, tourism and e-commerce industries with both
short-term and long-term contracts.  The Company offers comprehensive services
in two primary areas: Advertising and Marketing, and Logistics Marketing.

     * Advertising and Marketing Group.  This product group consists of U.S.
Suburban Press ("USSPI") and ilikesamples.com.  Services provided by this
group include suburban newspaper advertising, Hispanic newspaper advertising,
and deliveries of product samples to targeted consumers via the Internet.

     * Logistics Marketing Group.  This product group consists of Alternate
Postal Direct and Total Logistics.  Services include the delivery of telephone
directories for regional and national companies, as well as tracking,
verification and transportation of other goods.

PRINCIPAL CUSTOMERS

     During the year ended December 31, 2001 the Company's top five customers
accounted for approximately 68% of the Company's revenues for the year.
During the year ended December 31, 2000, the Company's top five customers
accounted for approximately 41% of the Company's revenues for the year.

STRATEGIC ALLIANCES AND ACQUISITIONS AND DISPOSITIONS

    In the first half of 2000 the Company acquired certain assets and
operations of Total Logistics, a logistics planning and transportation
brokering company, and of AdPressMedia.com, an on-line advertising and
marketing company.  Total Logistics is included in the Company's Logistics
Marketing Group and AdPressMedia.com is included in the Company's Advertising
and Marketing Group.

    In the second half of 2000 the Company sold certain assets, liabilities
and operations from its offline (in-home) sampling division to Valassis
Private Delivery Inc.  The divestiture was undertaken primarily due to
significantly lower than expected revenue in the first half of 2000 and the
Company's expectation of continued lower revenues due to changes in market
environment.

    In the first half of 2001 the Company streamlined operations to reduce
overhead and formed alliances with Adtegrity.com and Papel Media Network to
support the Company's on-line and Hispanic newspaper initiatives.

    In the second half of 2001 the Company explored strategic options that
would allow it to maximize shareholder value, including merger opportunities.
On December 12, 2001, the Company also declared a special cash dividend of 50
cents per share payable January 22, 2002 to shareholders of record as of
January 15, 2002.



COMPETITION

    The primary competitors for national newspaper advertising in the
Company's Advertising and Marketing Group are newspaper representation firms
who represent specific newspapers and usually receive a commission plus a
retainer from a newspaper.  Landon and Associates is an example of this type
of representative firm.  The Company's Advertising and Marketing Group
competes with these types of companies by being resellers of newspaper space
so newspaper do not pay a retainer and clients can be assured of receiving the
best newspaper rates offered.  Basis of competition is determined by services
such as targeting and on pricing.

     The primary competitors for distribution of telephone directories in the
Company's Logistics Marketing Group include two large national private
companies who each have been delivering directories for regional Bell
Operating Companies for many years.  Product Development Corporation (PDC) is
the largest and best example of this group.  For transportation services, the
company competes with trucking companies.  The Company's Logistics Marketing
Group competes with these types of competitors by focusing on a more regional
basis and integrating a web-based tracking system and an easy to use trucking
system with its efficient direct-to-door delivery capabilities.  Basis of
competition is determined by value added services and on pricing.

EMPLOYEES

     As of December 31, 2001, the Company had 34 full-time employees,
including 6 in sales and sales support, 21 in operations, and 7 in general and
administrative support.  In addition, as of December 31, 2001, the Company had
approximately 25 part-time employees in operations, which number varies from
month to month.  The Company does not foresee any material changes to the
current number of employees.

SERVICE MARKS, TRADEMARKS, AND PATENTS

     The Company's Alternate Postal Direct mark has been registered with the
U.S. Patent and Trademark Office.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company currently leases its principal executive offices in Grand
Rapids, Michigan at a monthly base rent of approximately $1,100 on a month to
month basis.  In addition, one of the Company's wholly-owned subsidiaries,
Alternate Postal Direct, Inc., rents warehouse space in Minneapolis, Minnesota
on a month to month basis at a monthly rent of $1,442; warehouse and office
space in St.Petersburg, Florida at a monthly base rent of $3,532, pursuant to
a lease which expires June 30, 2002; warehouse space in Boston, Massachusetts
on a month to month basis at a monthly rent of $1,000; and warehouse space in
Boston, Massachusetts on a month to month basis at a monthly rent of $1,250.
Another wholly-owned subsidiary, National Home Delivery, Inc. (d/b/a USSPI)
rents a sales office in Schaumburg, Illinois, at an aggregate monthly rent of
$4,775, pursuant to a lease which expires in December 2002, and, office space
in New York City, New York on a month to month basis, at a monthly base rent
at $1,650.  The Company does not deem any of these leases to be material,
since all of these facilities could be replaced with substantially equivalent
facilities at similar cost without great difficulty.


ITEM 3.  LEGAL PROCEEDINGS

     None

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     None.

                                    PART II

ITEM 5.  MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The following table sets forth the quarterly high and low bid prices for
the Company's Common Stock (which is its only class of security outstanding),
as reported in the Nasdaq SmallCap Market, for the last two years.  The
Company's Common Stock is traded under the symbol "ALTM."

                                                          Bid Price
                                                       Low        High
         Year ended December 31, 2001:
         First quarter . . . . . . . . . . . . . . .  1 1/16    1 5/8
         Second quarter  . . . . . . . . . . . . . .  0 15/16   1 7/32
         Third quarter . . . . . . . . . . . . . . .  0 29/32   1 3/16
         Fourth quarter  . . . . . . . . . . . . . .  0 19/32   1 9/16

         Year ended December 31, 2000:
         First quarter . . . . . . . . . . . . . . .  2         3 5/16
         Second quarter  . . . . . . . . . . . . . .  0 7/8     3 1/2
         Third quarter   . . . . . . . . . . . . . .  1 5/16    2 1/4
         Fourth quarter  . . . . . . . . . . . . . .  0 1/4     2 1/2

     As of March 4, 2002, the Company's Common Stock was held of record by 47
holders.  Registered ownership includes nominees who may hold securities on
behalf of multiple beneficial owners.  The Company estimates that the number
of beneficial owners as of March 4, 2002 is approximately 455.

DIVIDEND POLICY

     The Company paid its first cash dividend on its Common Stock on January
22, 2002.  The Company made the decision to allow the shareholders to benefit
from the 2000 sale of its offline sampling division.  Future dividend policy
will be determined by the Company's Board of Directors based upon the
Company's earnings, if any, its capital needs and other relevant factors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THE YEAR IN REVIEW

    The Company's business in 2001 was significantly changed from its business
in 2000 due to the sale of its offline (in-home) sampling division in
September 2000.  As a result of the divestiture of this division, the Company
streamlined its remaining business in 2001, reorganizing into just two
divisions, and reduced corporate overhead.  In addition, the Company's Chief
Financial Officer relocated mid-year to the St. Petersburg, FL office of the
Company's subsidiary, Alternate Postal Direct, Inc. to better manage the
Company's contracts for the Logistics Marketing Group and increase that
subsidiary's gross margins.  The Company also entered into marketing alliances
with several companies to extend its sales reach.  Finally, the Company
entered into a process to review strategic options that would enhance
shareholder value, including a special cash dividend and merger or other
acquisition.  The Company's fourth quarter results include charges of
approximately $70,000 as a result of this activity.

RESULTS OF OPERATIONS

     Results of operations for the years ended December 31, 2001 and 2000 are
as follows:
                                               2001          2000
                                              ------        ------
     Net sales . . . . . . . . . . . . . . $16,626,151   $21,838,653
     Cost of sales . . . . . . . . . . . .  12,837,911    16,594,126
                                           -----------   -----------
     Gross profit. . . . . . . . . . . . .   3,788,240     5,244,527
                                           -----------   -----------
     Selling, general and
      administrative expenses. . . . . . .   4,536,618     6,151,187
     Gain on sale of assets. . . . . . . .                 3,613,969
                                           -----------   -----------
     Operating income (loss). . . . . . .  (   748,378)    2,707,309
                                           -----------   -----------
     Net income (loss). . . . . . . . . .  ($  404,871)  $ 2,281,991
                                           ===========   ===========
     Income (loss) per share:
        Basic  . . . . . . . . . . . . . . (     $0.09)        $0.49
                                           ===========   ===========
        Diluted. . . . . . . . . . . . . . (     $0.09)        $0.49
                                           ===========   ===========
     Weighted average number of shares
      outstanding:
        Basic . . . . . . . . . . . . . . .  4,612,805     4,633,072
        Diluted . . . . . . . . . . . . . .  4,612,805     4,648,086

      The following table sets forth selected consolidated earnings data of
the Company expressed as a percentage of sales for the years ended December
31, 2001 and 2000:
                                               2001          2000
                                             --------      --------
     Net sales . . . . . . . . . . . . . .    100.0 %       100.0 %
     Gross profit. . . . . . . . . . . . .     22.8 %        24.0 %
     Operating expenses. . . . . . . . . .     27.3 %        28.2 %
     Operating income (loss) . . . . . . .   (  4.5 %)       12.4 %
     Net income (loss) . . . . . . . . . .   (  2.4 %)       10.4 %
                                             ========      ========

     Net sales: The net sales decrease for 2001 as compared to 2000 was
primarily due to the sale in 2000 of the Company's offline sampling division.
This revenue stream fluctuated from quarter to quarter and year to year, and
management determined that it was best to sell this operation and focus its
resources elsewhere.  Sales from this area were approximately $4.6 million in
2000.  Revenues from USSPI increased approximately $300,000 in 2001 as new
customers were added.  Transportation services revenues were down
approximately $1 million in 2001, reflecting decreased business from packaged
goods industry clients.

     Gross profit: The gross profit percentage decreased in 2001 as customers
pushed for rate reductions in the Advertising and Marketing Group, and the
Company realized significant fluctuations in it direct costs during the year
with gas prices and labor costs in the Logistics Marketing Group.  By the end
of the year, these costs stabilized; however, the pressures to lower
advertising rates from customers and increase rates from media continue in the
current economic slowdown.

     Selling, general and administrative expenses: These expenses decreased in
2001 primarily due to the elimination of overhead associated with the offline
sampling division sold in 2000.

     Gain on the sale of assets: The Company recognized a pretax gain of $3.6
million from the sale of the assets and operations of its offline sampling
division to Valassis Private Delivery, Inc. in September 2000.

     Other income: Other income consists of interest income and interest
expense.  Interest income and interest expense for the year ended December 31,
2001 were $125,847 and $0, respectively.  Interest income and interest expense
in 2000 were $80,678 and $9,083, respectively.  Net interest income is higher
in 2001 due to temporary investment of proceeds from the sale of the offline
sampling division.

     Income taxes: During 2001, the Company made provisions for a refund of
federal income taxes totaling $220,032 and provisions for state income taxes
totaling $2,372.  For 2000, the Company made provisions for federal income
taxes totaling $483,922 and for state income taxes totaling $12,991.  The
utilization of net operating loss carryforwards in 2000 were subject to
certain IRS limitations.

FOURTH QUARTER RESULTS:

     The results of the fourth quarter of 2001 as compared to the same period
in 2000 is summarized as follows:
                                           Quarter ending December 31,
                                               2001          2000
                                              ------        ------
     Net sales . . . . . . . . . . . . . . $ 4,340,891    $4,700,602
     Cost of sales . . . . . . . . . . . .   3,272,392     3,750,346
                                           -----------   -----------
     Gross profit. . . . . . . . . . . . .   1,068,499       950,256
     Selling, general and
      administrative expenses. . . . . . .   1,236,676     1,248,305
                                           -----------   -----------
     Operating loss. . . . . . . . . . . .(    168,177)  (   298,409)
                                           -----------   -----------
     Net income . . .  . . . . . . . . . . $    33,137    $   40,287
                                           ===========   ===========
     Income (loss) per share:
        Basic  . . . . . . . . . . . . . .       $0.01         $0.01
                                           ===========   ===========
        Diluted. . . . . . . . . . . . . .       $0.01         $0.01
                                           ===========   ===========
     Weighted average number of shares
      outstanding:
        Basic . . . . . . . . . . . . . . .  4,586,005     4,687,638
        Diluted . . . . . . . . . . . . . .  4,586,005     4,695,947

      The following table sets forth selected consolidated earnings data of
the Company expressed as a percentage of sales for the fourth quarters ended
December 31, 2001 and 2000:
                                               2001          2000
                                             --------      --------
     Net sales . . . . . . . . . . . . . .    100.0 %       100.0 %
     Gross profit. . . . . . . . . . . . .     24.6 %        20.2 %
     Operating expenses. . . . . . . . . .     28.5 %        26.6 %
     Operating loss . . . . . . . . . . .    (  3.9 %)     (  6.3 %)
     Net income . . . . . . . . . . . . .       1.0 %         1.0 %
                                             ========      ========

       Net sales: The decrease in revenue for the fourth quarter of 2001 as
compared to the fourth quarter of 2000 is primarily due to the reduction in
transportation services revenue from packaged goods industry clients.

     Selling, general, and administrative expenses: These expenses remained
relatively constant as compared to the same quarter of the previous year.  The
Company continues to closely monitor overhead items which decreased but were
offset by approximately $70,000 of expenses associated with the consulting
services regarding the special cash dividend and other initiatives to increase
shareholder value.

     Other income: Interest income for the fourth quarter of 2001 was $20,775.
Interest income for the fourth quarter of 2000 was $50,701.  There was no
interest expense in either period.

     Income taxes: The effective income tax rate in the fourth quarter of 2000
and 2001 was affected by the utilization of net operating loss carryforwards
and changes in certain deferred tax assets, which had been previously fully
reserved.

INFLATION

     The Company believes that inflation has not had a material impact on its
operations or liquidity to date.

SEASONALITY AND OTHER BUSINESS FLUCTUATIONS

     Although the Company experiences some seasonality in operations
corresponding with holiday advertising, such variations are not material to
overall results of operations.

     The events from the national economy that impact the Company include
employment levels, postal regulations, gasoline prices, and newsprint and
coated-paper price increases.  An increase in employment levels affects the
available pool of contract carriers that make the deliveries for the Company's
distribution network.  This usually increases the cost of recruitment for the
private delivery and newspaper networks, including the Alternate Postal
Direct, Inc. subsidiary, and may contribute subtle pressure on negotiated
delivery costs.

LIQUIDITY AND CAPITAL RESOURCES

     During 2001 the Company funded its operations with cash from operating
activities.  The Company  has a $1,000,000 bank line of credit at the bank's
prime rate for the subsidiary, National Home Delivery, Inc. and a $500,000
line of credit at the bank's prime rate for the subsidiary, Alternate Postal
Direct, Inc.  Available borrowings are based upon a percentage of eligible
accounts receivable.  These lines of credit expire May 1, 2003.  Cash and
equivalents increased by $586,903 to $3,783,082 at December 31, 2001.

SUMMARY OF CASH FLOWS

     Cash flows from operating activities.  Cash provided from (used in)
operating activities was $740,157 in 2001, compared to ($656,380) in 2000.
This change was largely attributable to the gain on the sale of the offline
sampling operation in 2000 as compared to the 2001 loss which consisted of
income from ongoing operations, as adjusted by working capital fluctuations.
Depreciation and amortization expense was $231,529 and $294,948 for 2001 and
2000, respectively.

     Cash flows from investing activities.  During 2001, cash used in
investing activities was $39,189 consisting of $13,689 used for property and
equipment purchases and $25,500 used for software purchases.  This compared to
cash provided from investing activities in 2000 of $2,669,798.  Cash flows
from investing activities included net proceeds of $3.9 million from the sale
of the offline sampling operation and $960,058 cash paid in the two
acquisitions.  In addition, the Company paid for the purchase of property and
equipment in 2000 in the amount of $140,423, and the development of software
in amount of $137,020.

     Cash flows from financing activities.  During 2001, the Company used cash
to repurchase 103,100 shares of its common stock for $114,065. The Company
increased cash in 2000 by $2,289 as a result of financing activities,
consisting of $7,800 cash received for the exercise of stock options and
principal payments made on capital lease obligations of $5,511.  During 2000,
the Company borrowed on its line of credit to fund its operating activities
and had a high balance of $1,200,000 during the year.  There was no balance
outstanding at the end of 2000, and there were no borrowings during 2001.

     In December 2001, the Company declared a special cash dividend of 50
cents per share.  On January 22, 2002, $2,293,052 was paid out to shareholders
of record on January 15, 2002 pursuant to this dividend.

     In addition, the company is obligated to make future minimum rental
payments under operating leases that have initial or remaining terms in excess
of one year at December 31, 2001 as follows:

             Year
             2002                          $  142,896
             2003                              89,392
             2004                              73,756
             2005                              28,248
                                            ---------
                                           $  334,292

     The Company believes that cash flows from operations, along with its bank
lines of credit, will be adequate to fund its operations and meet its
presently anticipated capital expenditure requirements for the foreseeable
future.



NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets." Both of these Standards provide guidance on how companies
account for acquired businesses and related disclosure issues.

     Chief among the provisions of these standards are 1) elimination of the
"pooling of interest" method for transactions initiated after June 30, 2001,
2) elimination of amortization of goodwill and "indefinite-lived" intangible
assets effective for the Company on January 1, 2002, and 3) annual impairment
testing and potential loss recognition for goodwill and non-amortized
intangible assets, also effective for the Company on January 1, 2002.

     Regarding the elimination of goodwill and indefinite-lived intangible
amortization, this change will be made prospectively upon adoption of the new
standard as of January 1, 2002. Prior-period financial results will not be
restated. However, earnings information for prior periods will be disclosed,
exclusive of comparable amortization expense that is eliminated in post-2001
periods.

     Substantially all of the Company's total after-tax amortization expense
relating to goodwill will be eliminated under these new guidelines.  The
impact of this standard on amortization expense is expected to be
approximately $150,000 annually.  Management is in the process of performing
the transitional impairment testing of goodwill under the provisions of SFAS
No. 142.  Management has not yet determined the impact of such transitional
impairment testing on the carrying value of goodwill.

     In October 2001, the FASB issued SFAS No. 144 "Accounting for Impairment
or Disposal of Long-lived Assets." This Standard will generally be effective
for the company on a prospective basis, beginning January 1, 2002.

     SFAS No. 144 clarifies and revises existing guidance on accounting for
impairment of plant, property, and equipment, amortized intangibles, and other
long-lived assets not specifically addressed in other accounting literature.
Significant changes include 1) establishing criteria beyond those previously
specified in existing literature for determining when a long-lived asset is
held for sale, and 2) requiring that the depreciable life of a long-lived
asset to be abandoned is revised. These provisions could be expected to have
the general effect of reducing or delaying recognition of future impairment
losses on assets to be disposed, offset by higher depreciation during the
remaining holding period.  SFAS No. 144 also broadens the presentation of
discontinued operations to include a component of an entity (rather than only
a segment of a business).  Management does not expect the adoption of this
Standard to have a significant impact on the Company's 2002 financial results.

ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Assumptions and estimates of future earnings and cash flow are used in the
periodic analyses of the recoverabilty of goodwill, deferred tax assets, and
property, plant and equipment.  Historical experience and trends are used to
estimate reserves, including reserves for bad debts.  To the extent that
future earnings, cash flows and costs and losses are determined to be
different from the assumptions and estimates used, adjustments may be
required.

OUTLOOK FOR THE FUTURE

     The Company will continue in 2002 to explore options and opportunities to
maximize shareholder value.  This includes merger opportunities.

     In 2002 the Advertising and Marketing Group, US Suburban Press (USSPI),
will expand its newspaper advertiser capabilities by adding proprietary
software that will allow it to eliminate the third-party handling of contracts
and orders as well as streamline its ad placement process.  This expansion
should make USSPI more attractive to national advertisers, who prefer to work
with a single party.  This initiative should also assist in mitigating the
negative impact on gross margins resulting from pressure from national
advertisers to lower advertising rates while at the same time newspapers seek
increases.

     In 2002 the Logistics Marketing Group expects to maintain recent gains in
gross margins by controlling direct costs.

     The Company intends to maintain or decrease selling, general and
administration expenses.

FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements (as such term is
defined in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934) and information relating to the Company that
are based on the beliefs of the management of the Company as well as
assumptions made by and information currently available to the management of
the Company.  For example, the following statements are forward-looking (i)
our future product mix and future operating costs, and (ii) other statements
that are not based on historical facts, which can be identified by the use of
such words as "likely" "will," "suggests," "target," "may," "would," "could,"
"anticipate," "believe," "estimate," "expect," "intend," "plan," "predict,"
and similar expressions and their variants.  Such statements reflect the
judgment of the Company as of the date of this report and they involve many
risks and uncertainties.  Factors that could cause actual results to differ
materially from those predicted in any forward-looking statements include:

* general economic conditions, the pace of spending and the timing of economic
recovery in the industries served by the Company;

* the Company's inability to sufficiently anticipate market needs and to
develop and implement services and service enhancements that achieve market
acceptance;

* higher than anticipated expenses the Company may incur, or the inability to
identify expenses which can be eliminated;

* expenses incurred in exploring various means of maximizing shareholder value
(which may not result in benefit to shareholders);

* divestitures or business reorganizations that may be required in connection
with any third party proposals which the Company may accept as a means of
maximizing shareholder value;

* merger or acquisition of the Company, or sale of its assets as a means of
maximizing shareholder value.

     Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements.  Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of these
forward-looking statements.  The Company undertakes no obligations to update
forward-looking statements.













































ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS
                                                            Page
      Report of Independent Accountants                     15
      Consolidated Balance Sheets                           16-17
      Consolidated Statements of Operations                 18
      Consolidated Statements of Changes in
          Shareholders' Equity                              19
      Consolidated Statements of Cash Flows                 20-21
      Notes to Consolidated Financial Statements            22-34

















































                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders and Board of Directors of
Alternate Marketing Networks, Inc.
and Subsidiaries

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, shareholders' equity and cash flows
present fairly, in all material respects, the financial position of Alternate
Marketing Networks, Inc. and Subsidiaries at December 31, 2001 and 2000, and
the results of their operations and their cash flows for the years then ended
in conformity with accounting principles generally accepted in the United
States of America.  These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits.  We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

/s/PRICEWATERHOUSECOOPERS LLP

Grand Rapids, Michigan
March 15, 2002




























                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                           December 31, 2001 and 2000
<TABLE>
<CAPTION>

                                   ASSETS

                                                   2001            2000
                                               ------------    ------------
Current assets:
  
                                          <c>            <c>
  Cash and cash equivalents                    $ 3,783,082    $ 3,196,179
  Accounts receivable, trade, less
   allowance of $100,000                         3,063,875       3,763,937
  Prepaid expenses and other assets                160,005         155,655
  Refundable federal income tax                    180,000          83,000
                                               ------------    ------------
          Total current assets                   7,186,962       7,198,771

Property and equipment:
  Computer equipment                               272,637         262,371
  Furniture and fixtures                           150,292         146,869
                                               ------------    ------------
                                                   422,929         409,240
  Accumulated depreciation and
   amortization                                (   345,603)   (    295,368)
                                               ------------    ------------
                                                    77,326         113,872

Computer software, net                              66,991          73,220

Intangible assets, net                           2,004,947       2,154,512
                                               ------------    ------------
                                               $ 9,336,226     $ 9,540,375
                                               ============    ============
</TABLE>











                                 Continued








              ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS, CONTINUED

                           December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                   LIABILITIES

                                                   2001            2000
                                               ------------    ------------
Current liabilities:
     
                                        <c>            <c>
     Accounts payable                           $ 1,596,613    $ 1,258,353
     Accrued liabilities                            184,652        150,449
     Deferred revenue                                15,625         73,301
     Dividend payable (Note L)                    2,293,052
                                               ------------    ------------
          Total current liabilities               4,089,942      1,482,103


Commitments and contingencies

                              SHAREHOLDERS' EQUITY

Preferred stock-no par value, 2,000,000
 authorized, no shares issued and outstanding
Common stock-no par value, voting, 12,000,000
 authorized shares; 4,586,005 and 4,689,105
 shares issued and outstanding in 2001 and 2000,
 respectively                                    11,708,282     11,822,347
Accumulated losses, through
 September 30, 1993 (Note A)                    ( 1,291,039)  (  1,291,039)
                                               ------------    ------------
          Total common stock                     10,417,243     10,531,308

Accumulated losses, since
 October 1, 1993 (Note A)                       ( 5,170,959)  (  2,473,036)
                                               ------------    ------------
          Total shareholders' equity              5,246,284      8,058,272
                                               ------------    ------------
                                                $ 9,336,226    $ 9,540,375
                                               ============    ============
</TABLE>




  The accompanying notes are an integral part of the consolidated financial
statements.








              ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

               for the years ended December 31, 2001 and 2000
<TABLE>
<CAPTION>

                                                 2001             2000
                                             -----------      -----------

                                          <c>              <c>
Net sales                                    $16,626,151      $21,838,653
Cost of sales                                 12,837,911       16,594,126
                                             -----------      -----------
     Gross profit                              3,788,240        5,244,527

Selling, general and
 administrative expenses                       4,536,618        6,151,187
Gain on sale of assets (Note C)                                 3,613,969
                                             -----------      -----------
     Income (loss) from operations          (    748,378)       2,707,309

Other income, net                                125,847           71,595
                                             -----------      -----------
Income (loss) before income taxes           (    622,531)       2,778,904

Income tax expense (benefit)                (    217,660)         496,913
                                             -----------      -----------
Net income (loss)                           ($   404,871)     $ 2,281,991
                                             ===========      ===========

Net income (loss) per share:
  Basic:
   Net income (loss)                        ($      0.09)     $       .49
                                             ===========      ===========
  Diluted:
   Net income (loss)                        ($      0.09)     $       .49
                                             ===========      ===========
Weighted average number of shares
  outstanding:
  Basic                                        4,612,805        4,633,072
                                             ===========      ===========
  Diluted                                      4,612,805        4,648,086
                                             ===========      ===========
</TABLE>



  The accompanying notes are an integral part of the consolidated financial
statements.









            ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

              for the years ended December 31, 2001 and 2000
<TABLE>
<CAPTION>

                                              Accumulated        Accumulated      Total
                        Common Stock        Losses, through     Losses, since  Shareholders'
                     Shares      Amount    September 30, 1993  October 1, 1993    Equity
                    --------- -----------  ------------------  --------------- -------------
Balances,
 
                <c>       <c>              <c>               <c>            <c>
 January 1, 2000    4,082,177 $10,393,561      ($1,291,039)      ($3,690,997)   $5,411,525

Common Stock
 options exercised      7,500       7,800                                            7,800

Common Stock
 issued as dividend   425,612   1,064,030                        ( 1,064,030)        ---

Common Stock
 issued               173,816     356,956                                          356,956

Net income                                                         2,281,991     2,281,991
                   ----------- -----------    ------------      ------------   ------------
Balances,
 December 31, 2000  4,689,105 $11,822,347      ($1,291,039)      ($2,473,036)   $8,058,272

Repurchase of
 Common Stock      (  103,100) ( 114,065)                                       (  114,065)

Dividend                                                         ( 2,293,052)   (2,293,052)

Net income                                                       (   404,871)   (  404,871)
                  -----------  -----------     ------------      ------------  ------------
Balances,
 December 31, 2001  4,586,005 $11,708,282      ($1,291,039)      ($5,170,959)   $5,246,284
                   ========== ===========      ============      ============  ============
</TABLE>
















  The accompanying notes are an integral part of the consolidated financial
statements.









                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 for the years ended December 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                   2001            2000
                                               ------------    ------------
Cash flows from operating activities:
  
                                         <c>               <c>
  Net income (loss)                           ($    404,871)    $ 2,281,991
  Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
  Depreciation                                       50,235          95,436
  Amortization                                      181,294         199,512
  Gain on sale of assets                                       (  3,613,969)
  Bad debt expense                                                  393,672
  Changes in assets and liabilities:
    (Increase) decrease in:
     Accounts receivable                            700,062         335,564
     Prepaid and other current assets          (    101,350)        345,383
    (Decrease) increase in:
     Accounts payable                               338,260    (    107,994)
     Accrued liabilities                             34,203    (    394,934)
     Deferred revenue                          (     57,676)   (    191,041)
                                                ------------    ------------
     Net cash provided by (used in)
      operating activities                          740,157    (    656,380)
                                                ------------    ------------
Cash flows from investing activities:
   Purchases of property and equipment         (     13,689)   (    140,423)
   Proceeds from sale of assets                                   3,907,208
   Purchases of software                       (     25,500)   (    137,020)
   Businesses acquired                                         (    960,058)
   Payments received for notes receivable                                91
                                                ------------    ------------
     Net cash provided by (used in)
      investing activities                     (     39,189)      2,669,798
                                                ------------    ------------
Cash flows from financing activities:
   Stock options exercised                                            7,800
   Repurchase of common stock                  (    114,065)
   Payments on note payable, bank                              (  1,400,000)
   Proceeds from issuance of note
     payable, bank                                                1,400,000
   Principal payments on other notes payable
     and lease obligations                                     (      5,511)
                                                ------------    ------------
     Net cash provided by (used in)
       financing activities                    (    114,065)          2,289
                                                ------------    ------------
</TABLE>



                                  Continued


              ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                 for the years ended December 31, 2001 and 2000
<TABLE>
<CAPTION>

                                                   2001            2000
                                               ------------    ------------

                                               <c>             <c>
Net increase in cash and cash equivalents           586,903       2,015,707

Cash and cash equivalents, beginning of year      3,196,179       1,180,472
                                               ------------    ------------
Cash and cash equivalents, end of year          $ 3,783,082     $ 3,196,179
                                               ============    ============

Supplemental Disclosure of Cash Flow
 Information:
  Income taxes paid                             $     3,190     $   579,913
                                               ============    ============
  Interest paid                                 $               $     9,083
                                               ============    ============
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

     In February 2000, the Company issued 40,816 shares of Common Stock valued
at $100,000 as part of an acquisition of certain assets from Total Logistics,
Inc.

     In May 2000, the Company issued 133,000 shares of Common Stock valued at
$256,956 as part of an acquisition of certain assets from GoldenGoose
Software, Inc.

     In December 2001, the Company declared a special cash dividend of 50
cents per share.  On January 22, 2002, $2,293,052 was paid out to shareholders
of record on January 15, 2002 pursuant to this dividend.
















  The accompanying notes are an integral part of the consolidated financial
statements.

                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.   Summary of Significant Accounting Policies:

     The following is a summary of significant accounting policies followed in
the preparation of the financial statements.

Principles of Consolidation

     The consolidated financial statements include the accounts of Alternate
Marketing Networks, Inc. and its wholly-owned subsidiaries Alternate Postal
Direct, Inc., and National Home Delivery, Inc.(collectively referred to as the
Company).  All significant intercompany transactions have been eliminated.

Business

    The Company is a provider of highly targeted marketing services.  The
Company acts as a single-source provider of advertising, marketing and
logistics services for national advertisers and publishers throughout the
United States.  The marketing services are intended to maximize the direct
reach and targeting potential of each media employed.

Revenue Recognition

     Revenues for delivery services are recognized at the time of delivery.
Revenues for advertising in newspapers are recognized when the ads run in the
newspapers.  Revenues for transportation logistics are recognized at the time
that the load is shipped.

     During the year ended December 31, 2001 the Company's top five customers
accounted for approximately 68% of the Company's revenues for the year.
During the year ended December 31, 2000, the Company's top five customers
accounted for approximately 41% of the Company's revenues for the year.

Segment Information

   The method which the Company utilizes to evaluate profitability, and
allocate assets and resources, is divided into two operating segments by
product areas: advertising and marketing has included sampling, newspaper
advertising, online advertising; and logistics marketing includes the delivery
and marketing of telephone directories, as well as, tracking, verification and
transportation services.  The Company sold its offline sampling division in
September 2000.  Management evaluates segment profitability by reviewing gross
profits.  Substantially all of the Company's revenues are generated in the
United States.

     In 2001, the advertising and marketing group had three customers which
each accounted for over 10% of the segment revenues.  In 2001, the logistics
marketing group had two customers which each accounted for over 10% of the
segment revenues.






               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

A.   Summary of Significant Accounting Policies, continued:

     Segment analysis is provided in the tables below.

<TABLE>
<CAPTION>
                                                  2001           2000
                                                 ------         ------

Revenues:

                                            <c>            <c>
Advertising and marketing                      $10,893,681    $15,133,095
Logistics marketing                              5,732,470      6,705,558
                                               -----------    -----------
Total revenues                                 $16,626,151    $21,838,653
                                               ===========    ===========

Gross Profits:
Advertising and marketing                      $ 1,757,166    $ 3,200,772
Logistics marketing                              2,031,074      2,043,755
                                               -----------    -----------
Total gross profit                               3,788,240      5,244,527

Selling, general & administrative expenses       4,536,618      6,151,187
Gain on sale of assets (Note C)                                 3,613,969
Other income, net                                  125,847         71,595
                                               -----------    -----------
Income (loss) before income taxes             ($   622,531)   $ 2,778,904
                                               ===========    ===========
Gross Profit Percentages:
Advertising and marketing                           16.1%          21.2%
Logistics marketing                                 35.4%          30.5%
                                               -----------    -----------
Total Gross Profit                                  22.8%          24.0%
                                               ===========    ===========
</TABLE>
Cash Equivalents

     The Company considers all highly liquid instruments with a maturity of
three months or less to be cash equivalents.

Property and Equipment

     Property and equipment are recorded at cost.  Upon sale or retirement,
the cost and related accumulated depreciation are eliminated from the
respective accounts and the resulting gain or loss is included in operations.
Maintenance and repairs which do not improve or extend the lives of the
respective assets are charged to expense as incurred.

     Depreciation and amortization are computed over the estimated useful
lives of the assets using the straight-line and accelerated methods:

                  Computer equipment          3 to 5 years
                  Furniture and fixtures      5 to 7 years

                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

A.   Summary of Significant Accounting Policies, continued:

Computer Software

     Purchased computer software is recorded at cost.  External direct costs
of materials and services incurred in developing or obtaining internal-use
software are capitalized.  The recorded costs of purchased software and the
capitalized costs of developed internal use software are amortized over the
estimated useful life of the respective assets.  At December 31, 2001 and
2000, accumulated amortization was $48,214 and $16,485 respectively.

Intangible Assets

     Intangible assets consist of the excess cost over fair market value of
net assets of acquired businesses and have been amortized ratably over 20
years.  The realizability of goodwill and other intangibles is evaluated
periodically when events or circumstances indicate a possible inability to
recover the carrying amount.  Triggering events may include a significant
change in the industry affecting the current business model or losses related
to the specific business unit.  Evaluation is based upon undiscounted cash
flow projections over the remaining life of the asset.  An excess of carrying
value over projected undiscounted cash flows would result in recognition of an
impairment loss.  The amount of the loss would be based on the difference
between carrying value and fair value of the asset, as measured by market
comparables or discounted cash flows in the absense of comparable market data.
The interest rate used in determining discounted cash flows is tha rate which
approximates the anticipated rate of return on a like asset with similar risks
to the impaired asset.

     At December 31, 2001 and 2000, accumulated amortization was $914,878 and
$765,312, respectively.

Income taxes

     From inception through October 1, 1993 the Company was an S Corporation,
whereby income or loss was included in the federal income tax returns of the
shareholders.  On October 1, 1993 the Company formed a wholly-owned
subsidiary, which caused a change in the Company's tax status from an S
Corporation to a C Corporation (see Income Taxes Note).  As a result of this
change, accumulated losses at September 30, 1993 were reclassified to reduce
common stock to zero with the remaining balance presented as a separate
component of shareholders' equity.

Advertising

     The cost of advertising and marketing programs are charged to operations
when incurred.  Advertising expense was $111,393 and $138,632 for the years
ended December 31, 2001 and 2000, respectively.






               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

A.   Summary of Significant Accounting Policies, continued:

Financial Instruments

     At December 31, 2001 and 2000, the Company had cash and cash equivalents
classified as financial instruments.  The market value of these financial
instruments, based upon information obtained from banking sources and
management estimates, approximated the carrying values reported in the balance
sheets.

Income Per Share

     Basic income per share is determined by dividing the net income by the
weighted average number of shares of common stock outstanding.  Diluted income
per share is determined by dividing the net income by the weighted average
number of shares of common stock outstanding while giving effect to all
dilutive potential common shares.  In loss years, diluted earnings per share
is determined by dividing the net income by the weighted average number of
shares of common stock outstanding without giving effect to all common stock
equivalents, as the effect would be anti-dilutive.

Recent Accounting Pronouncements

     In July 2001, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets." Both of these Standards provide guidance on how companies
account for acquired businesses and related disclosure issues.

     Chief among the provisions of these standards are 1) elimination of the
"pooling of interest" method for transactions initiated after June 30, 2001,
2) elimination of amortization of goodwill and "indefinite-lived" intangible
assets effective for the Company on January 1, 2002, and 3) annual impairment
testing and potential loss recognition for goodwill and non-amortized
intangible assets, also effective for the Company on January 1, 2002.

     Regarding the elimination of goodwill and indefinite-lived intangible
amortization, this change will be made prospectively upon adoption of the new
standard as of January 1, 2002. Prior-period financial results will not be
restated. However, earnings information for prior periods will be disclosed,
exclusive of comparable amortization expense that is eliminated in post-2001
periods.

     Substantially all of the Company's total after-tax amortization expense
relating to goodwill will be eliminated under these new guidelines.  The
impact of this standard on amortization expense is expected to be
approximately $150,000 annually.  Management is in the process of performing
the transitional impairment testing of goodwill under the provisions of SFAS
No. 142.  Management has not yet determined the impact of such transitional
impairment testing on the carrying value of goodwill.

     In October 2001, the FASB issued SFAS No. 144 "Accounting for Impairment
or Disposal of Long-lived Assets." This Standard will generally be effective
for the company on a prospective basis, beginning January 1, 2002.

               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

A.   Summary of Significant Accounting Policies, continued:

Recent Accounting Pronouncements, continued

     SFAS No. 144 clarifies and revises existing guidance on accounting for
impairment of plant, property, and equipment, amortized intangibles, and other
long-lived assets not specifically addressed in other accounting literature.
Significant changes include 1) establishing criteria beyond those previously
specified in existing literature for determining when a long-lived asset is
held for sale, and 2) requiring that the depreciable life of a long-lived
asset to be abandoned is revised. These provisions could be expected to have
the general effect of reducing or delaying recognition of future impairment
losses on assets to be disposed, offset by higher depreciation during the
remaining holding period.  SFAS No. 144 also broadens the presentation of
discontinued operations to include a component of an entity (rather than only
a segment of a business).  Management does not expect the adoption of this
Standard to have a significant impact on the Company's 2002 financial results.

Estimates

     The preparation of these financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.  Actual results could differ from those estimates.

B.   Acquisitions:

    On February 18, 2000, the Company acquired certain assets and operations
of Total Logistics, Inc., a logistics planning and transportation brokering
company, for a purchase price of approximately $950,000 including acquisition
costs, consisting of $850,000 cash and 40,816 shares of the Company's common
stock.  The purchase agreement provides for contingent additional
consideration of a maximum of $900,000 cash if certain profit levels are
achieved during the three years following closing.  Management estimates,
based on performance to date, that none of the contingent purchase price is
probable of payment in future periods.  The contingent consideration is either
payable or expires in February 2003 after the completion of the third year of
operations.  Goodwill of $945,566 is being amortized on a straight-line method
over 20 years.  This acquisition was accounted for using the purchase method.













               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

B.   Acquisitions, continued:

     On May 3, 2000, the Company acquired certain assets and operations of
AdTrackMedia.com (now known as AdPressMedia.com) from GoldenGoose Software,
Inc., an online advertising, marketing and ad-serving software company, for a
purchase price of approximately $382,000 including acquisition costs,
consisting of $125,000 cash and 133,000 shares of the Company's common stock.
In addition, the Company issued stock options to GoldenGoose Software, Inc. to
purchase 30,000 shares of the Company's Common Stock at an exercise price of
$2.045 per share expiring May 26, 2003.  The purchase agreement provides for
contingent additional consideration of up to 167,000 shares of the Company's
common stock if certain financial performance goals are achieved and if
certain stock price goals are achieved.  Management estimates, based on
performance to date, that none of the contingent purchase price is probable of
payment in future periods.  The contingent consideration is either payable or
expires at the end of fiscal 2002.  Goodwill of $371,449 has been amortized on
a straight-line method over 20 years.  This acquisition was accounted for
using the purchase method.

     The results of operations for Total Logistics and AdTrackMedia have been
included in the Company's consolidated results from the date of acquisition.
The Company used the market price of the stock on the date of acquisition as
determined by using the average of the closing bid and ask price of the stock
to value the common shares issued in the acquisitions.  Recognition of
additional purchase price related to contingent amounts may result in the
recording of a corresponding amount of goodwill.

     The unaudited pro forma combined historical results, as if all
acquisitions had been acquired at the beginning of 2000, are included in the
table below:
                                                    2000
                                                ------------
                                                 (unaudited)

Revenue                                          $22,173,594
Net income (loss)                                  2,321,190

Basic and diluted earnings per share             $      0.50

     The pro forma results are not necessarily indicative of what actually
would have occurred if the acquisition had been completed as of the beginning
of each of the fiscal periods presented, nor are they necessarily indicative
of future consolidated results.

C. Sale of Assets:

     On September 19, 2000, the Company sold certain assets, liabilities, and
operations relating to its offline sampling division to Valassis Private
Delivery, Inc. for a price of $4,000,000 cash.  Assets sold consisted of
contracts; furniture, fixtures and equipment; intellectual property rights;
and operations.  The Company recognized a pretax gain on the sale of
$3,613,969.


               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

D.   Retirement Plan:

     On September 1, 1996, the Company established a qualified 401(k)
retirement plan covering all employees who have met certain requirements as to
age and date of service.  The plan allows employees to make contributions by
salary reductions.  Company contributions are discretionary and are determined
annually by the Board of Directors.  Company contributions for the years ended
December 31, 2001 and 2000 were $6,237 and $12,334, respectively.

E.   Financing:

     The Company has a $1,000,000 available bank line of credit for the
subsidiary, National Home Delivery, Inc. and a $500,000 available line of
credit for the subsidiary, Alternate Postal Direct, Inc.  Available borrowings
are based upon 65% of eligible accounts receivable, not more than 90 days old.
The agreements were executed on March 12, 2002 and expire May 1, 2003, bear
interest payable monthly at the bank's prime rate.  The agreements are
collateralized by all accounts receivable and equipment and are subject to
certain restrictive financial covenants relating to working capital and
tangible net worth.  There were no borrowings outstanding as of December 31,
2001 or December 31, 2000.

F.   Common Stock:

     At December 31, 2001, the Company has outstanding warrants aggregating
55,000 shares of Common Stock exercisable at $3.00 per share.  These warrants
are exercisable through October 31, 2002.  The Company has outstanding stock
options aggregating 20,000 shares of Common Stock exercisable at $2.045 per
share, issued in conjunction with the acquisition of AdTrackMedia.  In 1998,
the Company began acquiring shares of its common stock from time to time in
the open market or in privately negotiated transactions.  The Company
purchased 103,100 shares of common stock in 2001 at an aggregate cost of
$114,065.  The Company is currently authorized to purchase up to 300,000
shares.

G.   Net Income Per Share Calculation:
<TABLE>
<CAPTION>
                                               2001           2000
                                            ----------     ----------
Income (Numerator):

                                        <c>             <c>
Net income (loss)                          ($ 404,871)     $2,281,991
                                            ==========     ==========
Shares (Denominator):
 Basic income (loss) per share:
  Actual weighted average shares
    outstanding                              4,612,805      4,633,072
                                            ==========     ==========

 Basic income (loss) per share:
  Net income (loss) per share              ($     0.09)    $     0.49
                                            ==========     ==========
</TABLE>

               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

G.   Net Income Per Share Calculation, continued:
<TABLE>
<CAPTION>
Shares (Denominator):
 Diluted income (loss) per share:
  Actual weighted average shares
    
                                      <c>            <c>
    outstanding                              4,612,805      4,633,072
  Net increase in shares upon conversion of
   warrants and options*                         **            15,014
                                            ----------     ----------
    Adjusted shares outstanding              4,612,805      4,648,086
                                            ==========     ==========

 Diluted income per share:
  Net income per share                     ($     0.09)    $      .49
                                            ==========     ==========
</TABLE>
*Certain shares are not included in the computation for 2001 and 2000 because
the exercise prices of the warrants and options exceeds the average market
price of the common stock (i.e., they are anti-dilutive).

**Due to the net loss, the common stock equivalents are not included as they
would be anti-dilutive.

H.   Leases:

     The Company leases certain office facilities, warehouse facilities, and
equipment used in its operations.  Future minimum rental payments required
under operating leases that have initial or remaining terms in excess of one
year at December 31, 2001 are as follows:

             Year
             2002                          $  142,896
             2003                              89,392
             2004                              73,756
             2005                              28,248
                                            ---------
                                           $  334,292

     Rental expense for facilities, transportation vehicles and equipment for
the years ended December 31, 2001 and 2000 was $393,657 and $393,727,
respectively.












               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

I.   Income Taxes:

     Deferred income taxes are recognized for the temporary differences
between the tax bases of assets and liabilities and their financial reporting
amounts.  The income tax provision is the tax payable/recoverable for the
period and the change during the period in deferred tax assets and
liabilities.  Based upon managements evaluation of available evidence relating
to the realization of deferred tax assets, the Company has fully reserved
deferred tax assets at December 31, 2001 and 2000.

     Income tax expense (benefit) for the years ended December 31, 2001 and
2000 consists of the following:
<TABLE>
<CAPTION>
                                               Year Ended
                                               December 31,
                                             2001          2000
                                           ---------    ---------
       Federal:
            
                            <c>          <c>
            Current                        ($220,032)   $1,003,422
            Deferred                                  (   519,500)

       State:
            Current                            2,372       12,991
                                             --------   ---------
                                           ($217,660)  $  496,913
                                            =========   =========
</TABLE>
     The difference between income tax expense (benefit)at the U.S. statutory
rate and the Company's actual income tax expense (benefit) is as follows:
<TABLE>
<CAPTION>
                                               Year Ended
                                               December 31,
                                             2001       2000
                                           ---------  ---------

                                        <c>         <c>
Income tax at the U.S. statutory rate      ($211,660)  $944,827
Change in valuation allowance                         ( 519,500)
Nondeductible goodwill and other              31,485     46,985
Other                                      (  37,485)    24,601
                                           ---------   --------
Income tax expense (benefit)               ($217,660)  $496,913
                                           =========   ========
</TABLE>









               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

I.   Income Taxes, continued:

Major components of the Company's deferred taxes are as follows:
<TABLE>
<CAPTION>
                                               December 31,
                                             2001        2000
                                         ----------  -----------
       
                               <c>         <c>
       Receivable allowance              $  34,000   $   34,000
       Vacation accrual                     27,000       26,000
       Net operating loss carryforward     825,000      825,000
       Property and equipment               14,000    (   3,000)
       Valuation allowance                (900,000)   ( 882,000)
                                         ----------   ---------
                                         $     -     $     -
                                         ==========   =========
</TABLE>
    At December 31, 2001, the Company has net operating loss carryforwards of
approximately $ 2,400,000, which are available to reduce future taxable
income.  These carryforwards expire in 2006 to 2013.  The net operating loss
carryforwards relate to the operations of National Home Delivery, Inc. prior
to the pooling of interest and are subject to certain annual limitations.

J.   Stock Options and Warrants:

     The Company has adopted two stock-based incentive plans, the 1995 Long-
Term Incentive Stock Option Plan (the "Incentive Plan") and the Outside
Directors and Advisors Stock Option Plan (the "Directors & Advisors Plan"), to
encourage stock ownership by employees, officers, directors and certain other
agents.  The Incentive Plan is administered by the Board of Directors or a
committee appointed by the Board of Directors.  The Directors and Advisors
Plan provides for automatic nondiscretionary option grants.  Options granted
under the Incentive Plan may be either incentive stock options as defined by
the Internal Revenue Code, or nonqualified stock options.  All options under
the Directors & Advisors Plan are nonqualified options.  Options granted under
the Directors and Advisors Plan are vested when granted and have a term of 10
years.  Options granted under the Incentive Plan have a vesting period of 6
months to 5 years with terms ranging from 5 to 10 years. In connection with
these plans, the Company has reserved a total of 575,000 shares of common
stock.  As of December 31, 2001, options for 191,300 shares were outstanding.














               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

J.   Stock Options and Warrants, continued:

     During 2000 options were exercised resulting in the issuance of 7,500
shares at a purchase price of $1.04.  All options granted to date were granted
at not less than the fair market value of the Company's common stock on the
date of grant.  Therefore, no compensation expense has been recognized in 2001
or 2000.

     The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock option plans.  If compensation cost for the Company's
stock based plans had been determined based on the fair value at the 2001 and
2000 grant dates, consistent with the method prescribed by the Statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation", the Company's net income and income per share would have been
adjusted to the proforma amounts indicated in the following table:
<TABLE>
<CAPTION>
                                         Year Ended
                                        December 31,
                                      2001          2000
                                   ----------    ----------
          Net Income
            
                    <c>          <c>
            As Reported            ($404,871)   $2,281,991
            Pro Forma              ($415,990)   $2,232,541

          Income Per Share
            As Reported
              Basic                   ($0.09)        $0.49
              Diluted                 ($0.09)        $0.49
            Pro Forma
              Basic                   ($0.09)        $0.48
              Diluted                 ($0.09)        $0.48
</TABLE>
     The fair value of each option and warrant grant was estimated on the date
of grant using the Black-Scholes option pricing model with the following
assumptions for December 31, 2001 and 2000; risk free rate of five percent for
2001 and six percent for 2000; no dividend yield for all years; and expected
life 5 years.  The volatility assumptions were 28 percent and 37 percent for
December 31, 2001 and 2000, respectively.

     Valuation models, like the stock price Black-Scholes model, require the
input of highly subjective assumptions including the expected stock price
volatility.  Because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its stock options.








               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

J.  Stock Options and Warrants, continued:

     A summary of the status of the Company's options granted to employees as
of December 31, 2001 and 2000 and the changes during the year ended on those
dates is presented below:
<TABLE>
<CAPTION>
                          December 31, 2001       December 31, 2000
                         Options    Weighted-    Options    Weighted-
                                       Avg.                    Avg.
                                    Exercise                Exercise
                                      Price                   Price
                        ---------   ---------   ---------   ---------

                      <c>         <c>         <c>         <c>
Outstanding-beginning
of year                  182,500     $2.83       346,700     $2.67

Granted at the money      10,000     $1.13        40,000     $2.19

Exercised                   --         --          7,500     $1.04

Forfeited                   --         --         30,000     $1.95

Expired                    1,200     $1.39       166,700     $2.58

Outstanding-end of year  191,300     $2.75       182,500     $2.83

Exercisable at end of
year                     186,300     $2.77       169,167     $2.88

Weighted-average fair
value of options granted at
the money during the year  $0.39                   $0.95
</TABLE>
Options outstanding as of December 31, 2001 are described below:
<TABLE>
<CAPTION>
                            Outstanding                        Exercisable
                 --------------------------------------- ----------------------
                           Weighted Avg    Weighted Avg           Weighted Avg
Range of Prices  Options  Exercise Price  Remaining Term Options Exercise Price
---------------  -------  --------------  -------------- ------- --------------

               <c>         <c>             <c>         <c>        <c>
$1.04 to $1.39    43,000      $1.12           7 years     43,000     $1.12
$2.05 to $3.75   125,800      $2.95           6 years    120,800     $2.98
$4.00 to $5.19    22,500      $4.77           6 years     22,500     $4.77
--------------   -------      -----         ----------   -------     -----
$1.04 to $5.19   191,300      $2.75           6 years    186,300     $2.77

</TABLE>







               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

J.  Stock Options and Warrants, continued:

     A summary of the status of the Company's warrants granted to non-
employees as of December 31, 2001 and 2000 and the changes during the year
ended on those dates is presented below:
<TABLE>
<CAPTION>
                           December 31, 2001      December 31, 2000
                         Options    Weighted-    Options    Weighted-
                                       Avg.                    Avg.
                                    Exercise                Exercise
                                      Price                   Price
                        ---------   ---------   ---------   ---------
Outstanding-beginning

                        <c>         <c>         <c>         <c>
of year                    55,000      $3.00       55,000      $3.00

Granted at a premium         --          --          --          --

Expired                      --          --          --          --

Outstanding-end of year    55,000      $3.00       55,000     $3.00

Exercisable-end of year    55,000      $3.00       55,000     $3.00

Weighted-average fair value
of options granted at a
premium during the year        -                     --

</TABLE>
Warrants outstanding as of December 31, 2001 are described below:
<TABLE>
<CAPTION>
                            Outstanding                        Exercisable
                 --------------------------------------- ----------------------
                           Weighted Avg    Weighted Avg           Weighted Avg
Range of Prices  Options  Exercise Price  Remaining Term Options Exercise Price
---------------  -------  --------------  -------------- ------- --------------
     
          <c>         <c>           <c>          <c>        <c>
     $3.00        55,000      $3.00         .84 years    55,000     $3.00
</TABLE>

K.   Other Income, net:

     Other income, net consists of the following:
<TABLE>
<CAPTION>
                                                 2001             2000
                                              ----------      -----------
         
                                 <c>              <c>
         Interest income                     $  125,847       $   80,678
         Interest expense                                    (     9,083)
                                              ----------      -----------
                                             $  125,847       $   71,595
                                              ==========      ===========
</TABLE>
L.   Dividend Payable:

     On December 12, 2001, the Company declared a special cash dividend of 50
cents per share.  On January 22, 2002, $2,293,052 was paid out to shareholders
of record on January 15, 2002 pursuant to this dividend.


Item 8. Changes in and Disagreement with Accountants on Accounting and
Financial Disclosure

     None.
                                   PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act

Directors and Executive Officers

     As of 3/4/02, the following persons are officers and directors of the
Company.  All of them, with the exception of Brad Moore, served in the
capacity noted during the entire fiscal year ended December 31, 2001.
<TABLE>
<CAPTION>
     Name                      Age        Position(s) Held with Company
     
                        <c>       <c>
     Phillip D. Miller          50        Chief Executive Officer and Chairman
     Thomas Hiatt               54        Director
     Louis Sito                 57        Director
     John McKeon *              49        Director
     Stan Henry                 63        Director
     Brad Moore *               28        Director
     Sandra J. Smith            43        Secretary, Treasurer, and Chief
                                          Financial Officer
     Frank O'Connell            59        Vice President
</TABLE>

     * John McKeon resigned from the Board on January 11, 2002 and Brad Moore
was elected to fill the vacancy.

     Phillip D. Miller.  Mr. Miller is the founder of the Company and has
served as its Chief Executive Officer and as a member of the Board of
Directors since inception in 1988.  In addition, from inception through
December 31, 1998, Mr. Miller served as the Company's President.  Mr. Miller
resigned as President effective with the appointment of Ruth Ann Carroll to
this office on January 1, 1999.  Mr. Miller has 25 years experience as an
entrepreneur, primarily in the private delivery industry, where he is
recognized as a leader and spokesperson.  In the course of his career, Mr.
Miller has founded and either merged or sold five companies, including
Promotional Media Management, American Field Marketing, and Discovery BIDCO (a
financial institution in the State of Michigan).  Mr. Miller holds an
associate degree in business from Grand Rapids Junior College.

    Thomas Hiatt. Mr. Hiatt has been a director of the Company since January
12, 1998.  Mr. Hiatt is a general partner of Middlewest Management Co., LP,
which serves as the general partner of Middlewest Ventures II, LP, a venture
capital fund.  He is also a managing director of MWV Capital Partners, a
private equity fund.  Mr. Hiatt currently serves as a director of several
companies, including PackageNet, Inc., PowerWay, Inc. and Stratis Corporation.

     Louis Sito.  Mr. Sito has been a director of the Company since November
18, 1999.  Mr. Sito is senior vice president of sales, responsible for
advertising, circulation and distribution for Newsday, Inc.  He is also the
president and chief executive officer of DSA Community Publishing, LLC, a
wholly owned subsidiary of Newsday, Inc. (which is a wholly owned subsidiary
of Tribune.)

     John McKeon.  Mr. McKeon has been a director of the Company since
November 18, 1999 through the date of his resignation, January 11, 2002.  Mr.
McKeon is senior vice president of advertising at the Los Angeles Times, a
wholly owned subsidiary of Tribune.  Mr. McKeon is also a director for the Los
Angeles Sports Council.

     Stan Henry.  Mr. Henry has been a director of the Company since its
inception in 1988.  Mr. Henry served as the president of This Week Newspapers,
Inc. ("This Week"), which publishes a chain of 71 weekly newspapers with
circulation of more than one million on Long Island, New York until 1997, when
it was sold to Newsday.  In 1970, Mr. Henry founded Alternate Distribution
Systems of America ("ADSA") and served as its president and chief executive
officer until 1981 when ADSA became a division of This Week.  The ADSA
division was sold to Newsday in 1990, the largest daily newspaper on Long
Island, New York.  Mr. Henry is also a past president of the Association of
Free Community Papers.  Mr. Henry is currently the president of WLUX radio.

     Brad Moore.  Mr. Moore has been a director of the Company since January
11, 2002 when he replaced the vacancy left by John McKeon.  Mr. Moore joined
Tribune Company in 1997 and is currently a Manager focusing on investment and
partnership opportunities aligned with Tribune's publishing and interactive
business.  Mr. Moore also sits on the Board of Directors of
MarketResearch.com.  Prior to joining Tribune Company, Mr. Moore was at
PricewaterhouseCoopers where he conducted financial reviews and M&A due
diligence for media and manufacturing clients.  Mr. Moore holds a B.S. in
Business Administration from Michigan State University and is a licensed
certified public accountant

     Sandra J. Smith.  Ms. Smith has been the Chief Financial Officer of the
Company since July 1995.  From 1989 until appointment as Chief Financial
Officer, Ms. Smith served as the Controller of the Company.  From 1987 to
1989, Ms. Smith was Controller of United Delivery Systems, a private delivery
firm which was founded and operated by Phillip D. Miller prior to the
formation of the Company in 1989.  Ms. Smith has been a licensed certified
public accountant since 1983.  Ms. Smith holds a bachelor of business
administration degree from Grand Valley State University.

     Frank O'Connell.  Frank O'Connell has been Vice President and Sales
Manager - USSPI Division of the Company since March 1996.  From 1994 until
appointment as Vice President, Mr. O'Connell served as Vice President of Sales
for the USSPI Division of National Home Delivery, Inc.  From 1979 through
1994, Mr. O'Connell served in various sales positions for U.S. Suburban Press,
Inc.  Prior to 1979, Mr. O'Connell held sales positions at various companies
including Media Networks, Inc., Redbook and Cosmopolitan Magazine.  Mr.
O'Connell holds a bachelors degree from Southern Illinois University.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent (10%) of the Company's Common Stock, to file initial
reports of ownership and reports of changes in ownership with the Securities
and Exchange Commission (the "SEC").  Executive officers, directors and
greater than ten percent (10%) beneficial owners are required by the SEC to
furnish the Company with copies of all Section 16(a) forms they file.

     Based upon a review of the copies of such forms furnished to the Company,
the Company believes that during the fiscal year ended December 31, 2001 its
executive officers, directors and greater than ten percent (10%) beneficial
owners complied with all Section 16(a) filing requirements applicable to them.

Item 10.  Executive Compensation

Executive Compensation

     The following table sets forth information about all compensation (cash
and non-cash) awarded to, earned by, or paid to the Company's Chief Executive
Officer and to each of the Company's four most highly compensated executive
officers (other than the Company's Chief Executive Officer) with compensation
in excess of $100,000 (the Named Executive Officers) during fiscal years ended
December 31, 2001, 2000 and 1999.

                            Summary Compensation Table
<TABLE>
<CAPTION>
                                                              Long Term
                           Annual Compensation               Compensation
                          ---------------------------------   -----------
                                             Other
                                             Annual

                <c>    <c>      <c>     <c>                  <c>
Name & Principal   Year   Salary   Bonus   Compensation         Options
Position                   ($)      ($)        ($)                (#)

Phillip D. Miller  2001   212,562    *       13,183 (3)(4)(5)      *
Chief Executive    2000   212,562    *       13,107 (3)(4)(5)      *
Officer            1999   210,252    *       15,899 (3)(4)(5)      *

Sandra J. Smith    2001   110,000   3,000     1,100 (5)            *
Chief Financial    2000   109,615   2,500     1,121 (5)           5,000
Officer

Ruth Ann Carroll   2001      *       *          *                  *
President(6)       2000   108,769  18,000     5,055(3)(5)          *
                   1999   131,827  15,000     7,021(3)(5)          *

David Kroeger      2001      *       *          *                  *
Sr Vice President  2000    89,096  60,000     1,491(5)           15,000
of Operations(6)   1999    99,758   4,650       650(5)             *


Frank O'Connell    2001    57,000   5,000   172,841(1)(5)          *
Vice President     2000    57,000   5,000   144,576(1)(5)          *
                   1999    57,000   3,500   129,283(1)(5)        20,000
</TABLE>
*None
(1)sales commissions
(2)reimbursed moving expenses
(3)auto allowance
(4)insurance premiums
(5)401-K employer contributions
(6)No longer an employee as of the date of this Proxy Statement

Summary of Option Grants

     During the fiscal year ended December 31, 2001, there were no stock
options granted to any named executive officer.

Summary of Option Exercises

     The following table contains information concerning the exercise of
options by Named Executive Officers during fiscal 2001.

     Aggregated Option Exercises and Fiscal Year-End Option Value Table
<TABLE>
<CAPTION>
                                              Number of Securities
                                             Underlying Unexercised
                  Option Exercises            Options at FY-End (#)
                ---------------------      ---------------------------
                  Shares
                Acquired on    Value

             <c>           <c>          <c>           <c>
Name            Exercise (#)  Realized     Exercisable   Unexercisable

Phillip D. Miller   None        None         25,000         None
Frank O'Connell     None        None         27,000         None
David Kroeger(2)    None        None          None          None
Sandra Smith        None        None         25,000        5,000
</TABLE>

(1) The amounts set forth represent the difference between the closing price
of the Common Stock as quoted on the Nasdaq Small Cap Market on December 31,
2001 and the exercise price of the options, multiplied by the applicable
number of shares underlying the options.

(2) No longer an employee as of the date of this proxy statement.

Executive Compensation and Employment Agreements

     The Company has entered into an employment agreement and addendum with
Phillip D. Miller, its Chief Executive Officer, which provides for a term of
five years expiring in September 2003 at a base salary of $195,000 per year,
with an annual increase equal to the then-existing salary multiplied by the
average monthly increase in the cost of living index published by the United
States Department of Labor for the 12-month period preceding such date.  Mr.
Miller is also entitled to bonuses up to 30% of his base salary based on
attainment of performance criteria specified by the Compensation Committee.
The agreement is terminable without an expressed reason by either Mr. Miller
or the Company by three months' prior notice.  In addition, the Company may
terminate the agreement effective immediately for "cause," including neglect
of duty, malfeasance, or continued failure to perform specified duties within
30 days after having received a written warning.  If the agreement is
terminated by the Company without an expressed reason, the Company is required
to pay Mr. Miller as severance, within 60 days of the effective termination
date, an amount equal to 12 months' base salary at the salary rate then in
effect, plus accrued bonuses, if any.  In the event of termination of the
agreement by Mr. Miller, the Company is required to pay salary accrued through
the date of termination, excluding any accrued bonus. The agreement further
provides that Mr. Miller shall not, directly or indirectly, for a period of
two years after termination (or one year if terminated by the Company without
cause), engage in any similar business, solicit customers of the Company, or
solicit employees of the Company in competition with the Company, in the
United States.  The agreement also provides for disability and life insurance
at Company expense.  The Company also agrees to pay for the cost of dependent
coverage included in the Company's group health insurance plan.

     The Company has entered into an employment agreement with Sandra J.
Smith, its Chief Financial Officer, which provides for a term of two and one
half years expiring in December 2003 at a base salary of $110,000 per year,
with an annual increase equal to the then-existing salary multiplied by the
average monthly increase in the cost of living index published by the United
States Department of Labor for the 12-month period preceding each anniversary
date.  The agreement is terminable without an expressed reason by the Company
provided that it pay salary and benefits for the unexpired portion of the
term.  In addition, the Company may terminate the agreement effective
immediately for "cause."  The agreement further provides that Ms. Smith shall
not, directly or indirectly, for a period of one year after termination,
directly or indirectly engage or be employed by, any business or entity that
is in competition with the Company, without the prior written consent of the
Company's CEO.  The agreement also provide for a cash fee (subject to approval
by Compensation Committee) to be paid upon consummation of a transaction
whereby all of the stock or substantially all of the assets of the Company or
Alternate Postal Direct, Inc. are sold in a transaction which is identified,
negotiated, and consummated with the assistance of Ms. Smith.

Director Compensation

     Non-employee directors do not receive any cash compensation but, pursuant
to the Outside Directors and Advisors Plan (the "Directors Plan"), each non--

employee director of the Company is granted stock options on an annual basis
when elected or re-elected to the Board of Directors.  Non-employee directors
are reimbursed for expenses in accordance with Company policy.

1995 Outside Directors and Advisors Stock Option Plan

     Effective July 21, 1995, the Company, by resolution of its Board of
Directors and shareholders, adopted the 1995 Outside Directors and Advisors
Stock Option Plan (the "Directors Plan") which provides for the issuance of up
to 75,000 shares of the Company's Common Stock to non-employee members of the
Board of Directors and non-employee members of the Company's Advisory Board
(which is currently inactive).  No Preferred Stock or other securities are
authorized for issuance under the Directors Plan.  The Directors Plan will
terminate on July 20, 2005, unless sooner terminated by action of the Board.

     Only non-employee members of the Board of Directors of the Company and
non-employee advisors to the Company (of which there are currently none) are
eligible to receive grants under the Directors Plan.  The Directors Plan is
not subject to the Employee Retirement Income Security Act of 1974.  The
Directors Plan provides for a grant to non-employee directors and advisors of
options to purchase 5,000 shares upon initial election to the Board or 1,000
shares upon appointment as an advisor (an "Initial Option") and, in the case
of directors, for annual grants thereafter, upon re-election, of options to
purchase 2,500 shares (an "Annual Option").  Directors or advisors may choose
to waive such option grants, in their discretion.  All options granted under
the Directors Plan are "non-qualified" options which do not meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").

     The Directors Plan is administered by the Chief Executive Officer and
Chief Financial Officer, but the administrators have no authority to select
recipients, select the date of grant of options, the number of option shares,
or the exercise price, or to otherwise prescribe the particular form or
conditions of any option granted.  As of March 4, 2002, 77,500 options have
been granted and 67,500 are outstanding.  Initial Options and Annual Options
are immediately exercisable for a period of 10 years from the date of grant.
Except for the Initial Options currently outstanding, all Initial Options and
Annual Options have an exercise price per share equal to 100% of the fair
market value of the Common Stock as of the date of grant.  Each Annual Option
terminates three months after the termination of the optionee as a director of
the Company for any reason except a "change in control," in which case the
Option terminates after six months.  An Initial Option remains exercisable,
notwithstanding the termination of the directorship of the optionee, unless
such termination is a result of death or a "change in control," in which case
the Initial Option terminates after six months.  A "change in control" shall
be deemed to have occurred if (a) a person is or becomes the beneficial owner,
directly or indirectly, of 50% or more of the voting capital stock of the
Company, or (b) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board cease for any reason to
constitute at least a majority of the Board unless the election or the
nomination for election by the Company shareholders of each new director was
approved by a vote of at least three-quarters of the directors then still in
office who were directors at the beginning of the period.  A merger,
consolidation, or corporate reorganization in which the owners of the
Company's voting stock own 50% or more of the resulting entity's voting stock
shall not be considered a "change in control." Notwithstanding the foregoing,
a "change in control" shall not have been deemed to have occurred if the Board
otherwise directs by resolution adopted prior to the event which would
otherwise constitute a "change in control."

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth as of March 4, 2002 the record and
beneficial ownership of Common Stock held by (i) each person who is known by
us to be the beneficial owner of more than 5% of our Common Stock; (ii) each
of the current directors (who also comprise all nominees for election as
director); (iii) each Named Executive Officer (as defined in "MANAGEMENT -
Executive Compensation"); and (iv) all of our executive officers and directors
as a group.

     Securities reported as "beneficially owned" include (a) securities for
which the named person may exercise voting power or investment power, alone or
with others, and (b) the number of shares which the named person has the right
to acquire within sixty (60) days after March 4, 2002.


<TABLE>
<CAPTION>
                                 Number of
Name and Address                Shares Owned            Percentage

                              <c>                      <c>
Phillip D. Miller                875,953 (1)(2)           19.00%
One Ionia S.W., Suite 520
Grand Rapids, MI 49503

Stan Henry                       903,953 (2)(3)           19.63%
2137 Deer Park Avenue
Deer Park, NY 11729-1321

The Krieger Group                680,742 (4)(5)           14.77%
P.O. Box 7787
Princeton, NJ 08543

Thomas Hiatt                     381,008 (6)               8.28%
Middlewest Ventures II, LP
201 N. Illinois Street, Suite 2240
Indianapolis, IN 46204

Louis Sito                        10,000 (7)                 *
20 Fort Salonga Road
Fort Salonga, New York 11768

Brad Moore                        10,000 (7)                 *
1240 W. Fullerton Ave
Chicago, IL 60614

Sandra J. Smith                   30,550 (1)                 *
3026 Partridge Point Trail
Valrico, FL 33594

Ruth Ann Carroll**                    0                      *
8 Concord Lane
Westport, CT 06880

David Kroeger**                    6,430                     *
4703 Caroga Drive
Pinckney, MI 48169

Frank O'Connell                   27,000 (1)                 *
21120 Highwood
Kildeer, IL 60047

Tribune Company                  843,758 (8)              18.40%
435 N. Michigan Avenue
Chicago, IL 60611

All current executive          3,082,222 (1)(2)(3)(4)     65.23%
officers and current directors           (5)(6)(7)
as a group (7 persons)
</TABLE>
* indicates ownership of less than 1%.
** no longer an employee/officer.

(1)   Includes 25,000 shares for Mr. Miller, 30,000 shares for Ms. Smith, and
27,000 shares for Mr. O'Connell which may be acquired upon exercise of options
granted under the Company's 1995 Long-Term Incentive and Stock Option Plan
(the "Incentive Plan").

(2)   Includes 232,974 shares subject to options granted to The Krieger Group.
See Note (5), below.

(3)   Includes 388,516 shares held for the benefit of family members.
Includes 20,000 shares which may be purchased upon exercise of options granted
under the Outside Directors and Advisors Stock Option Plan (the "Directors
Plan").

(4)   Includes 5,000 shares which may be purchased by Dale B. Krieger, a
former director of the Company, upon exercise of an option granted under the
Directors Plan and 17,500 shares which may be purchased upon exercise of an
option granted under the Incentive Plan.

(5)   Shares held of record as follows: (i) shares described in Note (4)
above, held of record by Dale B. Krieger, a former director of the Company,
(ii) 533,058 shares held of record by The Krieger Family Limited Partnership,
which includes 396,058 shares which may be acquired upon exercise of options
from Phillip D. Miller and Stan Henry, each in the amount of 198,029 shares;
(iii) 69,890 shares held of record by Richard A. Ruderman, which may be
acquired upon exercise of options from Phillip D. Miller and Stan Henry, each
in the amount of 34,945 shares; (iv) 22,294 shares held of record by Paula
Ruderman and (v) 33,000 shares held  in accounts managed by KR Financial, LLC,
an investment advisor.  Mr. Krieger is the president and chief executive
officer of KR Financial, LLC.

(6)   Includes all shares held of record by Middlewest Ventures II, LP and
17,500 shares which may be acquired by Middlewest Ventures II, LP upon
exercise of options granted under the Directors Plan.  Mr. Hiatt is a general
partner of Middlewest Management Company, LP, the general partner of
Middlewest Ventures II,  LP.

(7)   Includes 10,000 shares which may be acquired upon exercise of options
granted under the Directors Plan. Does not include shares held of record by
Tribune Company ("Tribune"). Messrs. Sito and Moore are affiliates of Tribune.

(8)   Does not include shares held of record by Messrs. Moore and Sito, who
are affiliates of Tribune.

Item 12.  Certain Relationships and Related Transactions

     During the fiscal year ended December 31, 2001 and 2000, there were no
transactions with related parties.

Item 13.  Exhibits and Reports on Form 8-K

Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the last quarter
of the fiscal year ended December 31, 2001.




                                  SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                    ALTERNATE MARKETING NETWORKS, INC.



Dated: March 28, 2002               By:/s/Phillip D. Miller


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

                                                              Dated

/s/Phillip D. Miller                                          March 28, 2002
Phillip D. Miller, Chief Executive Officer
(Principal executive officer) and Chairman of the
Board of Directors


/s/Sandra J. Smith                                            March 28, 2002
Sandra J. Smith, Chief Financial Officer and
Treasurer (Principal accounting and financial officer)


/s/Stan Henry                                                 March 28, 2002
Stan Henry, Director


/s/Thomas Hiatt                                               March 28, 2002
Thomas Hiatt, Director


/s/Louis Sito                                                 March 28, 2002
Louis Sito, Director


/s/Brad Moore                                                 March 28, 2002
Brad Moore, Director











                              INDEX TO EXHIBITS
Index
Number     Description                                                  Page#

2.1        Asset Purchase Agreement with Preferred Customer Delivery, Inc.
           dated January 24, 1996 (3)
2.2        Acquisition Agreement with National Home Delivery, Inc.
           dated March 29, 1996 (4)
3.1        Amended and Restated Articles of Incorporation of
           the Company (1)
3.2        Bylaws of the Company, as amended (1)
4.1        Form of Stock Certificate evidencing Common Stock,
           no par value (1)
4.3        1995 Long-Term Incentive and Stock Option Plan (1)
4.4        1995 Outside Directors and Advisors Stock Option Plan (1)
4.5        Outside Directors Deferred Compensation Plan (1)
4.6        Form of Noteholder Warrant (1)
4.7        Form of Registration Rights Agreement with Noteholders(1)
10.1       Forms of Agreement with Newspaper Affiliates (1)
10.2       Form of Agreement with Magazine Publishers (1)
10.3       Employment Agreement dated July 21, 1995 between the
           Company and Phillip D. Miller (1)
10.4       Addendum to Employment Agreement (7)
10.5       Form of Software License Agreement (1)
10.8       Lease Renewal dated August 8, 1995 for Grand Rapids,
           MI Executive Offices (2)
10.13      Lease for St. Petersburg, FL warehouse sites (2)
10.14      Lease for St. Petersburg, FL warehouse and office space (2)
10.15      Employment Agreement dated January 1, 1999 between the Company
           and Ruth Ann Carroll (5)
10.16      Loan Agreement(8)                                             46
10.17      Times Mirror Stock Purchase Agreement (6)
10.18      Employment Agreement dated July 1, 2001 between the Company
           And Sandra Smith (8)                                          64
21.1       List of Subsidiaries of the Company (8)                       45
23         Consent of PricewaterhouseCoopers, LLP (8)                    69
________________________

(1)   Incorporated by reference to said exhibit included in Registration
      Statement on form SB-2, Commission File No. 33-95332C.
(2)   Incorporated by reference to said exhibit filed with the Registrant's
      Annual Report on Form 10-KSB for the year ended December 31, 1995.
(3)   Incorporated by reference to Form 8-K/A (dated April 4, 1996)
(4)   Incorporated by reference to Form 8-K (dated April 11, 1996)
(5)   Incorporated by reference to said exhibit filed with the Registrant's
      Annual Report on Form 10-KSB for the year ended December 31, 1998.
(6)   Incorporated by reference to said exhibit filed with the Registrant's
      Form 10-QSB for the quarterly period ended September 30, 1999.
(7)   Incorporated by reference to said exhibit filed with the Registrant's
      Annual Report on Form 10-KSB for the year ended December 31, 1999.
(8)   Filed herewith.






                                   EXHIBIT 21.1
                            SUBSIDIARIES OF THE COMPANY



     Name of Subsidiary                       State of
                                              Incorporation

     Alternate Postal Direct, Inc.             Michigan

     National Home Delivery, Inc.              Illinois














































                             LOAN AGREEMENT


                       THIS AGREEMENT is made as of March 12, 2002, among
NATIONAL HOME DELIVERY, INC., an Illinois corporation ("NHD"), ALTERNATE
POSTAL DIRECT, INC., a Michigan corporation ("APD" and, together with NHD, the
"Borrowers", and each, individually, a "Borrower"), and FIFTH THIRD BANK, a
national banking association, of 111 Lyon Street, N.W., Grand Rapids, Michigan
49503-2495 (the "Bank"), on the following terms:

                       Section 1.  Acknowledged Facts.  Borrowers have
requested Bank to provide the following loans (the "Loans"):  (a) a revolving
line of credit not to exceed $1,000,000 to NHD to provide working capital (the
"NHD  Loan"); and (b) a revolving line of credit not to exceed $500,000 to APD
to provide working capital (the "APD Loan").  The Bank has issued its
commitment letter dated February 12, 2002, and accepted by Borrowers on
February ___, 2002, which generally outlines the terms and conditions of the
Loans (the "Commitment Letter").  This Agreement is entered into as required
by the Commitment Letter to completely set forth the terms and conditions of
the Loans to the satisfaction of the Bank.

                       Section 2.  Definitions.     The following terms used
in this Agreement shall have the following meanings:

                                  (a)  "Affiliate" means any person that
controls, is controlled by, or is under common control with either Borrower.
"Control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of either Borrower or any
such other person.

                                  (b)  "Bank Prime Rate" shall mean the fully
floating daily variable rate of interest determined and announced by the Bank
from time to time as its prime lending rate (without reference to the prime or
base rate of any other financial institution).  This rate is not necessarily
the lowest rate of interest charged by Bank to any of its customers.  This
rate is an index and the actual rate charged to any borrower for a specific
loan may be above or below that index.

                                  (c)  "Business Day" shall mean any day other
than a Saturday, Sunday or other day on which Bank is not open for the
transaction of substantially all of its banking functions.

                                  (d)  "Closing" shall mean that date on which
all conditions to the Loans are satisfied, which shall occur on or before
March ___, 2002, unless Bank, in its sole discretion, agrees to a later date.
                                  (e)  "Collateral" shall mean all property
and instruments pledged as security for the Loans, including, but not limited
to, the Personal Property.

                                  (f)  "Current Assets" shall mean the sum of
cash; marketable securities; inventory at lower of cost or market; and
ordinary trade accounts receivable excluding any amount due from any officer,
employee, director, shareholder or Related Person.  In the event of a dispute
relative to the carrying value of said inventory or accounts receivable, the
determination thereof by an independent Certified Public Accountant chosen by
Borrowers and acceptable to Bank shall be controlling.

                                  (g)  "Current Liabilities" shall include all
indebtedness normally held as due within one (1) year (exclusive of
Subordinated Debt, if any), and any unsubordinated debt due to any officer,
employee, director, shareholder or Related Person.

                                  (h)  "Debt" means all liabilities including
but not limited to accruals, deferrals, and capitalized leases, less
Subordinated Debt, if any.

                                  (i)  "Default Rate" shall mean two percent
(2%) above the interest rate applicable to each of the Loans.

                                  (j)  "Eligible Receivables" is defined in
Exhibit A attached.

                                  (k)  "Funded Debt" shall mean all interest-
bearing Debt of the Borrowers, including capitalized leases, at the time of
computation.

                                  (l)  "GAAP" means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or any successor authority) that are applicable as of the
date of determination, consistently applied.

                                  (m)  "Intangible Assets" shall include at
book value, without limitation, leasehold improvements, goodwill, including
any costs associated with expenses capitalized arising from the attempted or
complete public offering of either Borrower or Guarantor, patents, copyrights,
secret processes, deferred expenses relating to sales, general administrative,
research and development expense, and all amounts due from any officer,
employee, director, shareholder or Related Person.

                                  (n)  "Inventory" shall mean all raw
materials, work-in-process, finished goods, whether now owned or hereafter
acquired, by the Borrowers, including all accessions to, and products of the
foregoing.
                                  (o)  "Loan Documents" shall mean this
Agreement, the NHD Note, the APD Note, the Security Agreements, the Guaranty,
and all other documents, certificates and instruments delivered in connection
with the application for or closing of the Loans.

                                  (p)  "Permitted Liens" shall mean any liens
or encumbrances held by Bank; any lien or encumbrance shown on the attached
Exhibit A; liens for taxes, assessments or other governmental charges which
are not yet past due or which are past due but being contested by the
Borrowers in good faith, and, if requested by Bank, bonded in a manner
satisfactory to Bank; and any other liens or encumbrances consented to in
writing by Bank.

                                  (q)  "Person" shall mean and include an
individual, partnership, corporation, trust, unincorporated organization,
government or any department or agency thereof.

                                  (r)  "Personal Property" shall mean all
personal property of each  Borrower, including, but not limited to accounts
receivable, Inventory, machinery and equipment, furniture and fixtures,
documents of title, instruments, chattel paper, investment property, patents,
patent applications, trademarks, trade names, copyrights, and other general
intangibles (including tax refunds), whether now owned or hereafter acquired,
and including proceeds of the foregoing.

                                  (s)  "Related Person" shall include, but
shall not be confined to, any Person related to either Borrower by common
control or ownership.

                                  (t)  "Subordinated Debt" shall mean
indebtedness of Borrowers  owed to any officer, employee, director,
shareholder or Related Person which is subordinated to all indebtedness owed
by such Borrowers to the Bank under terms and conditions approved in writing
by Bank.

                                  (u)  "Tangible Net Worth" shall include the
Borrowers' and Guarantor's total assets excluding Intangible Assets minus the
Borrowers' and Guarantor's total liabilities, as determined in accordance with
GAAP, on a consolidated basis.

                       Section 3.  The Loans.  The Loans shall be evidenced by
a $1,000,000 promissory note of NHD (the "NHD Note") and a $500,000 promissory
note of APD (the "APD Note"), each in form and substance satisfactory to Bank
which shall be executed and delivered by the Borrowers at Closing (together,
the "Notes").  The Loans shall bear interest and shall be due and payable as
provided below.

                                  (a)  Disbursement of the Loans.  Upon
request by a Borrower received no later than 10:00 a.m. on the Business Day of
the proposed disbursement, subject to the prior satisfaction of all conditions
precedent set forth in this Agreement, and provided that no Event of Default
(as defined in Section 9 below) has occurred, or any event that with the
giving of notice or lapse of time, or both, would constitute an Event of
Default, Bank shall disburse to such Borrower funds such that the outstanding
balance of funds advanced does not at any time exceed the lesser of (i) 65% of
Eligible Receivables, or (ii) in the case of NHD, $1,000,000, or, in the case
of APD, $500,000 (the "Advance Formula").  Disbursement of the Loans shall not
be permitted in amounts of less than $5,000.

                                   (b)  Interest Rate.  From the date of
Closing through May 1, 2003 (the "Stated Maturity Date"), interest shall
accrue on the outstanding principal balance of the Loans at a rate (the "Loan
Rate") equal to the Bank Prime Rate.  The Loan Rate shall change
simultaneously with changes in the Bank Prime Rate.  After maturity (whether
at the Stated Maturity Date, by acceleration,  or otherwise) or during any
period that an Event of Default remains uncured, interest shall accrue on the
outstanding principal balance of the Loans at two percent (2%) above the Loan
Rate until the Loans are paid in full or the Event of Default is cured.
Interest shall be computed for the actual number of days elapsed on the basis
of a 360-day year.  If at any time the interest rate payable under the Notes
exceeds the maximum legal rate applicable, the interest rate payable shall be
reduced to that maximum legal rate.

                                   (c)  Term.. The Loans will mature on the
Stated Maturity Date,  at which time all outstanding principal and accrued
interest shall be paid in full to Bank.

                                   (d)  Repayment of the Loans.  On the first
Business Day of each month during the term of the Notes, each Borrower shall
pay accrued interest to Bank as described in its Note.  Borrowers may prepay
the principal balance of the Loans at any time without premium or penalty.
Principal amounts prepaid shall be immediately available for reborrowing.

                                   (e)  Late Payment Penalty.  In the event
that any monthly payment is not paid when due, the delinquent Borrower shall
pay to Bank a late penalty equal to the greater of $50.00 or 1/10 of 1% of the
then outstanding principal balance of the delinquent Loan to compensate Bank
for loss of interest and reasonable administrative expenses.

                                   (f)  Procedure for Payment.  All payments
of principal and interest shall be made in lawful money of the United States
of America which shall be legal tender for the payment of all debts, public
and private, at the time of payment.  Bank shall be entitled to directly debit
any account maintained by each Borrower with Bank for payments due under the
Loans.

                                   (g)  Annual Fee.  A loan processing fee
shall be paid by Borrowers to Bank at Closing and on each anniversary of the
Closing until the Loans are repaid in full in the amount of $400.

                       Section 4.  Security for the Loans.  The Borrowers
shall execute and deliver, or cause to be executed and delivered, to Bank, the
following documents as collateral security for its payment obligations
described in this Agreement:

                                   (a)  Security Agreements.  A security
agreement with each Borrower (the "Security Agreements") in form and substance
satisfactory to Bank, covering all Personal Property, subject only to
Permitted Liens.

                                   (b)  Guaranty.  A guaranty of Alternate
Marketing Networks, Inc., a Michigan corporation ("Guarantor"), in form and
substance satisfactory to Bank.

                       The Borrowers shall execute and deliver to Bank all
such documents, agreements and instruments, and take all such further action,
as Bank may reasonably request in connection with the perfection and priority
of the security interests provided for above.

                       Section 5.  Conditions Precedent to Disbursement.  Bank
shall not be obligated to make any disbursement of the Loans unless Bank is
satisfied, at the time of the requested disbursement, that all of the
following conditions have been met:

                                   (a)  Execution of Loan Documents.  The
Borrowers shall have executed and delivered, or caused to be executed and
delivered to Bank, all Loan Documents.

                                   (b)  No Default.  No event of default as
defined in this Agreement, or any event that with the giving of notice or
lapse of time, or both, would constitute an Event of Default, shall have
occurred.

                                   (c)  Accuracy of Representations and
Warranties.  As of the date of Closing, all of the Borrowers' representations
and warranties contained in this Agreement shall be true and correct in all
material respects.

                                   (d)  Insurance.  The Borrowers shall have
furnished to Bank, in form and amounts, and with companies satisfactory to
Bank, evidence of hazard insurance policies with loss payable clauses in favor
of the Bank covering all assets and properties pledged by the Borrowers as
Collateral for the Loans; and evidence satisfactory to Bank of adequate
liability, workers' compensation insurance.

                                   (e)  Authority of Borrowers.  Bank shall
have received the following:
                                         (i)  Certificates of good standing or
foreign qualification in Michigan of the Borrowers and Guarantor, a
certificate of good standing of NHD in Illinois, and certified Articles of
Incorporation of the Borrowers and Guarantor, certified as of a date
reasonably close to the date of Closing.

                                         (ii)  A certified copy of the Bylaws
and Resolutions of each Borrower and the Guarantor, authorizing the execution
and delivery of the Loan Documents to which each is a party  by the officers
of each Borrower and Guarantor.

                                         (iii)  A certificate of the secretary
or the assistant secretary of each Borrower and Guarantor , dated as of the
date of closing, as to the incumbency and signatures of the officers signing
the applicable Loan Documents.

                                   (f)  Bank's Satisfaction.  Bank shall be
satisfied that no material adverse change has occurred in the financial
condition and affairs of the Borrowers and Guarantor since the date of the
Borrowers' application for the Loans.

                                   (g)  Other Information.  There shall have
been delivered to Bank such other information, documents, instruments,
approvals or opinions as Bank or its counsel may reasonably request.

                                   (h)  Title to Collateral.  Bank shall be
satisfied that Borrowers have or will acquire good and marketable title in and
to the Collateral, free of all liens and encumbrances, except Permitted Liens.

                                   (i)  Release of Liens.  The Borrowers shall
have caused all existing secured creditors to execute and deliver at closing
payoff letters certifying the total indebtedness owed by the Borrowers to each
such secured creditor as of the date of closing and agreeing to terminate and
discharge all liens and encumbrances currently on file with respect to the
Collateral as soon as practicable after the Closing.

                       Section 6.  Representations and Warranties of
Borrowers.   Except as otherwise disclosed by the Borrowers to Bank on the
attached Exhibit C, the Borrowers represent and warrant that:

                                   (a)  Loan Documents.  The Borrowers make
each of the representations and warranties contained in the Loan Documents to
which the Borrowers are a party to, and for the benefit of, Bank as if the
same were set forth at length herein.

                                   (b)  Organization.  APD and Guarantor are
corporations validly existing and in good standing under the laws of the State
of Michigan.  NHD is a corporation validly existing and in good standing under
the laws of the State of Illinois.  APD and Guarantor have under the laws of
the State of Michigan all requisite power and authority to own and operate its
properties and to carry on its activities as now conducted and as presently
proposed to be conducted.  NHD has under the laws of the State of Illinois all
requisite power and authority to own and operate its properties and to carry
on its activities as now conducted and as presently proposed to be conducted.

                                   (c)  Conflicting Agreements and Other
Matters.  The execution, delivery and performance of this Agreement and the
other Loan Documents to which either Borrower or Guarantor is a party, will
not result in the violation of or be in conflict with or constitute a default
under any term or provision of any mortgage, lease, agreement or other
instrument, or any judgment, decree, governmental order, statute, rule or
regulation by which such party is bound or to which any of their respective
assets are subject.  No approval by, authorization of, or filing with any
federal, state or other governmental commission, agency or authority is
necessary in connection with the execution and delivery by the Borrowers or
Guarantor of this Agreement or the other Loan Documents to which any is a
party.  Neither Borrower nor Guarantor is a party to, or otherwise subject to,
any provision contained in any instrument evidencing indebtedness of such
party, any agreement relating thereto or any other contract or agreement,
which restricts or otherwise limits the incurring of the indebtedness to be
represented by, or obligations contained in, the Notes, the Guaranty, or this
Agreement.

                                   (d)  Powers and Authorization.  The
execution, delivery and performance of this Agreement and each of the other
Loan Documents to which either Borrower or Guarantor is a party are within
such party's powers, have been duly authorized by all necessary action and do
not require any consents or approvals which have not been obtained.

                                   (e)  Binding Agreement.  Upon execution and
delivery, this Agreement and the other Loan Documents to which either Borrower
or Guarantor is a party will be the legal, valid and binding obligations of
such party enforceable in accordance with their respective terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally or by general equitable
principles.

                                   (f)  Litigation.  There is no action, suit
or proceeding at law or in equity or by or before any governmental
instrumentality or other agency now pending or, to the knowledge of the
Borrowers, threatened against or affecting either Borrower or Guarantor or any
property or rights of the Borrowers or Guarantor which might result in any
material adverse change in the business, condition or operations of the
Borrowers or Guarantor or which might materially or adversely affecting the
ability of the Borrowers or Guarantor to comply with this Agreement or any of
the other Loan Documents to which it is a party.  The Borrowers and Guarantor
are not, to the knowledge of the Borrowers, in default in any material respect
with respect to any judgment, order, writ, injunction, decree, rule or
regulation of any governmental instrumentality or other agency.

                                   (g)  Taxes.  The Borrowers and Guarantor
have filed all federal, state and local tax returns which are required to be
filed, and have paid all taxes as shown on said returns and on all assessments
received by it to the extent that such taxes have become due and are not
otherwise being contested in good faith by such party pursuant to appropriate
proceedings or do not exceed $5,000 in the aggregate.

                                   (h)  Disclosure.  There is no fact known to
the Borrowers which has a material adverse affect, or may have a material
adverse affect on the business, property, assets, or financial condition of
the Borrowers or Guarantor  which has not been disclosed in this Agreement or
in the other documents, certificates and statements furnished to the Bank by
or on behalf of the Borrowers  prior to the date hereof in connection with the
transactions contemplated hereby.

                                   (i)  Liens and Encumbrances.  Except for
Permitted Liens, none of the Borrowers' assets or properties pledged as
Collateral are subject to any mortgage, pledge, lien, security interest, or
other encumbrance of any kind or character.

                       Section 7.  Affirmative and Negative Covenants.  The
Borrowers agree that until all amounts payable hereunder are paid in full,
each Borrower shall:

                                   (a)  Performance of Operative Documents.
Observe and perform all covenants and agreements contained in the Loan
Documents.

                                   (b)  Compliance With Laws.  Comply with all
applicable federal, state and local laws, ordinances, rules and regulations,
including but not limited to, all environmental laws, ordinances, rules and
regulations and shall keep all of its real and personal property or any
interest therein free and clear of any liens (other than Permitted Liens)
imposed pursuant to such laws, ordinances, rules and regulations and deliver
to Bank reports and information in form satisfactory to Bank as Bank may
request from time to time to establish compliance with this covenant.

                                   (c)  Maintain Existence.  Carry on and
conduct its business in substantially the same manner and in substantially the
same areas as such business is now and has previously been carried on, and
maintain its legal existence.

                                   (d)  Financial Information.  Maintain a
standard, modern system of accounting and deliver to Bank financial reports in
form satisfactory to Bank in accordance with GAAP as Bank may request from
time to time, including but not limited to:  (i) Form 10-K of Guarantor and
annual operating projections of each Borrower within one hundred twenty (120)
days after the end of each fiscal year, (ii) Form 10-Q of Guarantor within
sixty (60) days after the end of each fiscal quarter; and (iii) quarterly
reports confirming that no Events of Default have occurred, or circumstances
which, with the passage of time would be an Event of Default, and
demonstrating compliance with all financial covenants set forth in paragraph
7(p).

                                   (e)  Inspection Rights.  Permit Bank to
inspect its books, records, and properties at all reasonable times, wherever
the same may be located.

                                   (f)  Maintain Collateral.  Maintain,
preserve, and keep its properties and every part thereof in good repair,
working order, and condition and from time to time make all necessary and
proper repairs, renewals, replacements, additions, betterments, and
improvements thereof, so that at all times, their efficiency shall be fully
preserved and maintained.

                                   (g)  Notice of Default.  Provide Bank with
prompt notice of any Event of Default.

                                   (h)  Maintain Books and Records.  Keep
accurate books and records in accordance with GAAP.

                                   (i)  Expenses of Bank.  Pay all costs and
expenses incurred by Bank in connection with the Loans including but not
limited to reasonable attorney fees, credit reports, documentation, searches
and filing fees, and costs of environmental investigations, appraisals,
surveys and title insurance.

                                   (j)  Maintain Security Interest.  Take all
actions, including but not limited to the execution and delivery of
certificates and other documents, reasonably requested by Bank in order to
assure Bank that its security interest in the Collateral is not impaired, and
that the priority of its security interest in the Collateral is maintained.

                                   (k)  Insure Collateral.  Maintain insurance
against fire, theft, and other casualty on its insurable real and personal
property at full replacement cost; liability insurance against such risks and
in such amounts as is customarily maintained by similar businesses; workers'
compensation insurance as required under all workers' compensation laws; and
any other insurance as may from time to time be reasonably requested by Bank.
Such insurance shall be issued by insurers reasonably satisfactory to Bank,
and Borrowers shall deliver certified copies of all such insurance policies to
Bank.  Prior to Closing, and thereafter as requested by Bank, Borrowers shall
deliver to Bank certificates evidencing all such insurance policies, in form
and substance satisfactory to Bank, naming Bank as loss payee and additional
insured, and providing that the insurer shall not cancel or materially modify
the policy without at least thirty (30) days prior written notice to Bank.

                                   (l)  Avoid Liens on Collateral.  Maintain
the Collateral free from all liens and encumbrances except for Permitted
Liens.

                                   (m)  Comply with Employment Laws.  Comply
with all applicable federal, state and local laws, ordinances, rules and
regulations concerning wage payments, minimum wages, overtime laws, and
payment of withholding taxes, and deliver to Bank such reports and information
in form satisfactory to Bank as Bank may request from time to time to
establish compliance with such laws.

                                   (n)  Discharge Taxes and Assessments.  Duly
pay and discharge or cause to be paid and discharged all taxes, assessments,
and other governmental charges imposed upon it and its properties or any part
thereof, or upon the income or profits therefrom, as well as all claims for
labor, materials, or supplies, which if unpaid could become a lien or charge
upon its property, except such items as are being in good faith appropriately
contested and for which the Borrowers have  provided adequate reserves.

                                   (o)  Financial Covenants.  Prior to
maturity (whether at the Stated Maturity Date, upon acceleration or
otherwise), comply with each of the following financial restrictions for both
Borrowers and Guarantor on a consolidated basis (and including any other
Affiliates which may exist in the future):

                                              (i)  Maintain Tangible Net Worth
of not less than $2,750,000;

                                              (ii)  Maintain a ratio of Debt
to Tangible Net Worth from and after the date of Closing that does not exceed
0.75 to 1.0; and

                                              (iii)  Maintain a ratio of
Current Assets to Current Liabilities from and after the date of Closing of
not less than 2.0 to 1.0.

                                   (p)  Deposit Accounts.  From and after the
date of Closing, maintain its primary depository accounts with Bank and
maintain in their demand deposit account with the Bank at least a $250,000
combined minimum balance.

                                   (q)  Insertion Orders.   Include language
substantially similar to the language set forth in Exhibit A as "Insertion
Order Insert" into the Borrowers' insertion orders with media.

                                   (r)  Incur Indebtedness.  Refrain from
incurring any Debt, except Debt owed to the Bank, and except for Debt incurred
in the ordinary course of business.

                       Section 8.  Events of Default.  Upon the occurrence of
any of the following events (herein referred to as an "Event of Default"),
unless waived by the Bank:

                                   (a)  The occurrence of an event of default
under any Loan Document or any other document, instrument or agreement between
the Bank and either Borrower or Guarantor; or

                                   (b)  Failure to pay amounts within five (5)
days when due under the Notes; or

                                   (c)  Failure to perform or observe any term
contained in this Agreement not involving the payment of money which is not
cured within fifteen (15) days of receipt of written notice from Bank
describing such failure; or

                                   (d)  The occurrence of facts which would
indicate that any representation or warranty made by the Borrowers or
Guarantor in any Loan Document is false or misleading in any material respect;
or

                                   (e)  Either Borrower or Guarantor files for
bankruptcy, or becomes insolvent, or fails to pay its debts generally as they
become due, or if a receivership or involuntary bankruptcy proceeding is
commenced against any such party, or any of its properties, and such
receivership or involuntary bankruptcy proceeding is not dismissed within
thirty (30) days; or

                                   (f)  The failure of the Borrowers or
Guarantor to pay any other indebtedness to Bank within five (5) days of when
due;

then, and in any such event, Bank may, in its sole discretion do any or all of
the following:  (1) by notice to the Borrowers, declare all unpaid principal
and accrued interest thereon, as well as all other amounts required to be paid
by the Borrowers under this Agreement, the Notes, and any other instrument or
agreement between the Borrowers and Bank to be immediately due and payable;
and (2) exercise any or all of its rights and remedies under any of the Loan
Documents.

                       No remedy herein conferred or reserved is intended to
be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreement or any other Loan Documents now or hereafter
existing at law or in equity or by statute.  No delay or omission to exercise
any right or power accruing under any default, omission or failure of
performance hereunder shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right or power may be exercised
from time to time and as often as may be deemed expedient.  In order to
exercise any remedy reserved to Bank in this Agreement, it shall not be
necessary to give any notice, other than such notice as may be herein
expressly required.  In the event any provision contained in this Agreement
should be breached by any party and thereafter duly waived by the other party
so empowered to act, such waiver shall be limited to the particular breach so
waived and shall not be deemed to waive any other breach hereunder.  No
waiver, amendment, release or modification of this Agreement shall be
established by conduct, custom or course of dealing, but solely by an
instrument in writing duly executed by the parties thereunto duly authorized
by this Agreement.

                       Section 9.  Miscellaneous.

                                   (a)  Amendments.  This Agreement sets forth
the entire agreement between Bank and the Borrowers with regard to its subject
matter and cannot be modified in any way, except by a future amendment in
writing signed by Bank and the Borrowers.  This Agreement supersedes any
preliminary discussions, negotiations, previous written agreements or
understandings between Bank and the Borrowers with respect to its subject
matter.

                                   (b)  Survival of Covenants, Agreements,
Representations and Warranties.  All covenants, agreements, representations
and warranties contained herein or made in writing by the Borrowers in
connection herewith shall survive the execution and delivery of this Agreement
and the Loan Documents, regardless of any investigation made by Bank or on its
behalf.

                                   (c)  Expenses.  The Borrowers shall
promptly pay to Bank all costs and expenses incurred by Bank in connection
with (i) the closing of the Loans (including Bank's attorney's fees), (ii) the
curing of any event of default resulting from the acts or omissions of the
Borrowers under any Loan Documents, (iii) enforcing its remedies against the
Borrowers, Guarantor or the Collateral after an Event of Default.

                                   (d)  Notices.  Except where telephonic or
telegraphic instructions are authorized to be given, all notices, demands,
instructions and other communications required or permitted to be given to or
made upon any party shall be in writing and shall be personally delivered,
delivered via facsimile, or sent by first-class mail, postage prepaid, and
shall be deemed to be given for purposes of this Agreement on the day that the
writing is personally delivered or two (2) business days after it is mailed in
accordance with this section.  Unless otherwise specified in a notice sent or
delivered in accordance with this section, notices, demands, instructions, and
other communications in writing shall be given to or made upon the respective
parties at their respective addresses indicated below:
                                   IF TO BANK:

                                   Fifth Third Bank
                                   111 Lyon Street, N.W.
                                   Grand Rapids, MI  49503-2495
                                   Attn:   Frederick C. Lake
                                   Facsimile No.:  (616) 771-1500

                                   With a copy to:

                                    John Sommerdyke
                                    Miller, Johnson, Snell & Cummiskey, P.L.C.
                                    250 Monroe Avenue, N.W., Ste. 800
                                    Grand Rapids, MI  49503
                                    Facsimile No.:  (616) 988-1757

                                    IF TO BORROWERS:

                                    Alternate Marketing Networks, Inc.
                                    One Ionia, S.W., Suite 520
                                    Grand Rapids, MI 49503
                                    Attn:  Phillip D. Miller
                                    Facsimile No.: (616) 235-3405

                                    With a copy to:

                                    Janna R. Severance
                                    Moss & Barnett
                                    4800 Wells Fargo Center
                                    90 South Seventh Street
                                    Minneapolis, MN 55402-4129
                                    Facsimile No.  (612) 339-6686

                                    (e)  Satisfaction Requirement.  If any
agreement, certificate or other writing, or any action taken or to be taken,
is by the terms of this Agreement required to be satisfactory to Bank, the
determination of such satisfaction shall be made by Bank in its sole and
exclusive judgment exercised in good faith.

                                    (f)  Binding Effect; Assignment.  This
Agreement is a continuing obligation and shall (i) be binding upon the
Borrowers, their successors and assigns and (ii) inure to the benefit of and
be enforceable by the Bank and its successors, transferees and assigns;
provided, however, that the Borrowers may not assign all or any part of this
Agreement without the prior written consent of Bank which consent may be
withheld by Bank in its sole discretion.  Bank may assign, negotiate, pledge
or otherwise hypothecate all or any portion of this Loan Agreement, or grant
participation in the Loans or in any of its rights or security hereunder or
thereunder, including, without limitation, the instruments securing the
Borrowers' obligations hereunder; provided, however, that Bank promptly will
inform the Borrowers of any such assignment, negotiation, pledge or other
hypothecation and of the parties involved therewith and, provided further,
that no such assignment, negotiation, pledge or other hypothecation by Bank
will relieve Bank of its obligation under this Agreement.  In connection with
any assignment or participation, Bank may disclose to the proposed assignee or
participant any information that the Borrowers are required to deliver to Bank
pursuant to this Agreement.

                                    (g)  Relationship with Borrowers.  Nothing
contained in this Agreement or any exhibit attached hereto or any agreement
given pursuant hereto shall be deemed or construed as creating any
relationship other than that of borrower and lender.  There is no partnership
or joint venture between the Bank and the Borrowers, or between Bank and any
other person and Bank is not responsible in any way for the debts or
obligations of the Borrowers or any other person.  Nothing in this letter or
any attachments makes Bank a fiduciary for the Borrowers or any other person.

                                    (h)  Third Parties.  This Agreement is
personal to the parties hereto and is for their sole benefit and is not made
for the express or implied benefit of any other person or entity.

                                    (i)  Appraisal.  Any appraisals of the
Borrowers' property or evaluation of the potential profitability of the
enterprise to be engaged in by the Borrowers in connection with the extension
of credit or proposed extension of credit from Bank to the Borrowers, are for
the sole benefit of Bank and do not constitute a representation of the
likelihood of financial viability of such enterprise or value of such property
by Bank to the Borrowers.

                                    (j)  Indemnification.  Except as otherwise
provided in this Agreement, and except with respect to the willful misconduct
or bad faith of Bank, or gross negligence on the part of Bank, the Borrowers
agree to indemnify Bank, from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including
reasonable attorney's fees) which Bank may incur, directly or indirectly as a
consequence of the disbursement of the Loans, or breach by any party of any
term, condition, representation, warranty, or covenant contained in any Loan
Document.

                                    (k)  Jury Waiver.  TO THE EXTENT PERMITTED
BY LAW, BORROWERS  WAIVE  THE BENEFIT OF ALL LAWS NOW EXISTING OR THAT
HEREAFTER MAY BE ENACTED (I) PROVIDING FOR A JURY TRIAL ON ANY ISSUES
PERTAINING TO THE LOAN DOCUMENTS OR ANY LIABILITY OF BORROWERS TO BANK
WHATSOEVER, OR (II) IN ANY WAY EXTENDING THE TIME FOR THE ENFORCEMENT OF THE
COLLECTION OF BORROWERS' OBLIGATIONS UNDER THE LOAN DOCUMENTS OR CREATING OR
EXTENDING ANY PERIOD OF REDEMPTION FROM ANY SALE MADE IN CONNECTION WITH
COLLECTING ON SUCH OBLIGATIONS.

                                    (l)  Character of Obligations Hereunder.
The obligations of the Borrowers under this Agreement are primary, absolute,
independent, irrevocable and unconditional.  The Borrowers understand and
agree that no payment by it under any other agreement (whether voluntary or
involuntary or pursuant to court order or otherwise) shall constitute a
defense to the obligations  under this Agreement.

                                    (m)  Governing Law and Consent to
Jurisdiction.  This Agreement, and each of the Loan Documents, shall be
construed and interpreted in accordance with the laws of the State of
Michigan.  Each Borrower agrees that any action against it for the enforcement
of this Agreement or any other Loan Document may be brought by Bank in any
municipal, state or federal court in Michigan having jurisdiction of the
subject matter, and the Borrowers consent that any such court shall have
personal jurisdiction over each of them with respect to any such action.  The
Borrowers waive any objection which either may have to the laying of venue in
any such action.

                                   FIFTH THIRD BANK

                                   By /s/ Frederick C. Lake
                                      Its: Vice President

                                                       BANK

                                   NATIONAL HOME DELIVERY, INC.

                                   By /s/ Phillip D. Miller
                                      Its: President

                                                       BORROWER

                                   ALTERNATE POSTAL DIRECT, INC.

                                   By /s/ Phillip D. Miller
                                      Its: President

                                                       BORROWER
























                                 EXHIBIT A

                           Eligible Receivables



                       "Eligible Receivables" means accounts receivable owing
to either Borrower that are eligible for inclusion in the Advance Formula,
based on the following criteria and on such other criteria as Bank may from
time to time establish in its reasonable discretion.  Without limiting Bank's
discretion to establish such other criteria, Eligible Receivables shall
include any account:

                       (a)  that is not more than ninety (90) days old from
the earlier of the original invoice date or the date of shipment of the goods
or performance of the services that gave rise to the account;

                       (b)  that arises from either Borrower's sale and
shipment of goods or performance of services, in the ordinary course of such
Borrower's business and not on consignment or on a sale-or-return basis;

                       (c)  that is the valid, binding, and enforceable
obligation of the account debtor, not subject to any offset (other than credit
for cash deposits or other prepayment from the account debtor), counterclaim,
dispute or defense;

                       (d)  that is evidenced by an invoice (i) dated not
later than the date of shipment of the goods or performance of the services,
(ii) payable in full no more than thirty (30) days after the invoice date, and
(iii) which contains language substantially similar to the "Invoice Insert"
set forth below, and is not evidenced by an instrument or chattel paper;

                       (e)  that is owned by either Borrower and is not
subject to any security interest, lien, encumbrance, assignment, or trust,
except in favor of Bank;

                       (f)  that is subject to a valid, perfected first-
priority security interest in favor of Bank;

                       (g)  that is payable in United States dollars and is
owing by an account debtor whose chief executive office and principal business
assets are located in the United States of America;

                       (h)  that is not owing by any federal or foreign
government, public body corporate, or governmental agency, department, or
instrumentality;

                       (i)  that is not owing by an account debtor (a) who is
an officer, director, shareholder, member, manager, employee, subsidiary, or
other affiliate of either Borrower, or (b) as to which more than ten percent
(10%), by dollar amount, of the total accounts owing to either Borrower by the
account debtor are more than ninety (90) days old;

                       (j)  that, when aggregated with all other accounts
owing to either  Borrower by the same account debtor, constitutes less than
25% of such Borrower's total accounts that are not more than ninety (90) days
old from the earlier of the original invoice date or the date of shipment of
the goods or the performance of the services that gave rise to the account;

                       (k)  that is owing by an account debtor that is not
subject to bankruptcy, insolvency, reorganization, assignment for the benefit
of creditors, or any similar proceeding under state or federal law; and

                       (l)  that Bank, in its reasonable credit judgment,
believes may not be paid, whether by reason of the account debtor's financial
inability or otherwise, or that is owed by an account debtor that Bank, in its
reasonable credit judgment, deems to be uncreditworthy.

For purposes of the Advance Formula, Eligible Receivables shall be valued at
the gross amount due to either Borrower less all discounts, cash deposits or
other prepayment, and credits.

Invoice Insert: By paying this invoice or otherwise accepting it, Customer is
acknowledging that U.S. Suburban Press is acting solely as an independent
contractor in placing this order, and not as an agent, joint venturer, partner
or employee of Customer.

Insertion Order Form Insert: By filling this order or otherwise accepting this
order, Publisher is acknowledging that (i) the terms of this order are the
sole terms and conditions of any agreement between U.S. Suburban Press and
Publisher relating to this order, (ii) U.S. Suburban Press expressly rejects
any different or additional terms, (iii) U.S. Suburban Press is acting solely
as an independent contractor in placing this order, and not as an agent, joint
venturer, partner or employee of the advertiser, and (iv) Publisher shall have
no claim against the advertiser for any amounts owed.





























                                 EXHIBIT B

                              Permitted Liens


1.  CIT Technologies Corp. UCC-1 Financing Statement No. D813044 filed in the
State of Michigan.



















































                               EXHIBIT C

               Exceptions to Representations and Warranties


                                 None







































                           EMPLOYMENT AGREEMENT

           This Employment Agreement ("Agreement") is entered into between
Sandra J. Smith ("Employee") and Alternate Marketing Networks, Inc.
("Company").  In consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:

1.        Employment, Duties and Term.

           1.1  Employment.  Commencing July 1, 2001 ("Effective Date"),
Company employs Employee as Chief Financial Officer and Employee accepts such
employment.  Except as expressly provided herein, termination of this
Agreement by either party or by mutual agreement of the parties shall also
terminate Employee's employment by Company.

           1.2  Duties.  Employee shall report to the Company's CEO and devote
her full time, attention and efforts to the performance of her duties which
shall include without limitation overall responsibility for the day-to-day
management and operations of Company's  accounting, administrative, and human
resource departments, and the Logistics Marketing Group of Company and all
reasonable duties assigned to her by the CEO.

           1.3.  Term.  The term of the Agreement shall be from July 1, 2001
through December 31, 2003, unless earlier terminated as provided below.  This
Agreement shall automatically renew for additional one-year terms unless
either party provides written notice of termination in accordance with Section
3 on or before December 1, 2003 or December 1st of any subsequent year in
which the Agreement is in effect.  Employee acknowledges that certain duties
set forth in this Agreement (including without limitation the obligations set
forth in Sections 4 and 5) survive termination of this Agreement.

2.        Compensation, Benefits and Expenses.

           2.1  Base Salary.  Company will pay Employee a gross salary of
$110,000 per year (minus all deductions authorized by law) ("Base Salary") in
substantially equal periodic installments in accordance with its practices for
payment of salary to management employees.  This Base Salary shall be
increased on each anniversary date of this Agreement to an amount equal to (i)
the then-existing salary, plus (ii) an amount equal to the then-existing
salary multiplied by the average monthly increase in the cost of living index
published by the United States Department of labor for the 12-month period
preceding such anniversary date.

           2.2.  Benefits and Vacation.  Employee may participate in all
benefit plans and programs offered to Company's management or supervisory
employees.  Such benefits (including eligibility requirements) are governed by
the terms of the plan documents (where applicable) and Company's standard
policies and practices.  Nothing in this Agreement shall prevent or limit
Company's right to terminate or modify any employee benefit plan or program in
its sole discretion.  Employee shall be entitled to paid vacation per
Company's Personnel Policy Manual.  Vacation shall be taken as mutually agreed
by Employee and Company.
           2.3  Expenses.  Company shall reimburse Employee for reasonable
expenses incurred in the performance of her duties under this Agreement,
provided that Employee provides Company with adequate documentation and
reports regarding such expenditures in accordance with Company policies.

           2.4  Additional Compensation.  A discretionary bonus may be granted
annually as determined by Company's Board of Directors for the executive
management team.  Stock options may be granted annually at the market price on
the date of grant as determined by Company's Board of Directors.  If during
the term of this Agreement, all of the stock or substantially all of the
assets of Company or Alternate Postal Direct, Inc. are sold in a transaction
which is identified, negotiated, and consummated with the assistance of
Employee, Employee shall be paid a cash fee of $50,000 upon consummation of
such transaction (subject to approval by Compensation Committee).

           2.5  Relocation Bonus.  Company agrees to pay moving bonus of
$3,000 after the relocation to St. Petersburg, FL is complete.

3.        Early Termination.

           3.1  Termination by Company for Cause. This Agreement shall
terminate without any liability to Company other than to pay Base Salary and
benefits for services rendered prior to the date of termination if Employee is
terminated for "Cause."  "Cause" shall be defined as: (i) Employee's
conviction of a crime which results in a material injury to the interest,
property, operations, business or reputation of Company; (ii) gross negligence
or willful misconduct in the performance of Employee's duties; and/or (iii) a
material breach of this Agreement; provided, however, that no termination of
Employee's employment shall be for Cause as set forth in clause (ii) or (iii)
above until (A) there shall have been delivered to Employee a copy of a
written notice setting forth that Employee has been charged with the conduct
giving rise to "clause" under (ii) or (iii) and specifying the particulars
thereof in detail; and (B) Employee shall have been provided an opportunity to
be heard by Company's Board of Directors (with the assistance of the
Employee's counsel if the Employee so desires).

           No act nor failure to act on Employee's part shall be considered
"intentional" unless Employee has acted or failed to act with an absence of
good faith and without a reasonable belief that the action or failure to act
was in the best interest of Company.

           3.2  Termination by Company Without Cause.  The Company may
terminate Employee's employment under this Agreement or any renewal thereof at
any time, provided that the Company shall continue to pay Employee's Base
Salary and benefits in the same manner as if Employee had remained
continuously employed for the unexpired term of this Agreement.

           3.3  Termination in the Event of Death or Disability.  The term of
Employee's employment under this Agreement shall terminate in the event of
Employee's death or disability.  If Employee shall become disabled or
incapacitated to the extent that he is unable to perform her duties hereunder,
by reason of medically determinable physical or mental impairment, as
determined by a doctor mutually acceptable to Company and Employee and
retained by Company, Employee shall nevertheless continue to receive 100% of
the Base Salary and the benefits provided under the terms of this Agreement
for a period of six months and 50% of the Base Salary and 100% of the benefits
thereafter through the term of the Agreement.  Such benefits noted herein
shall be reduced by any benefits otherwise provided to Employee during such
period under the provisions of disability insurance coverage in effect for
Company's employees.  This Agreement shall terminate without any liability to
Company other than to pay Base Salary for services rendered prior to the date
of termination on the death of Employee.

           3.4  Termination by Mutual Agreement.  The parties may terminate
Employee's employment under this Agreement at any time by mutual written
consent.  If the Employee's employment under this Agreement is terminated by
the mutual agreement of the parties, Company shall provide Employee with the
payments and benefits specified in the termination agreement.

           3.5  Notice of Termination.  For purposes of this Agreement, a
"Notice of Termination" shall mean a written notice which shall indicate the
specific termination provisions in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide the
basis for such termination.

4.        Restrictive Covenants.

           4.1  Confidential Information. .  Employee shall not during the
term of this Agreement or at anytime thereafter, reveal to any person or
entity outside of Company, except as may be explicitly necessary as part of
the direct responsibilities of the Employee's position with Company, any
"Confidential Information".  The term "Confidential Information" means
information and data not generally known outside Company (unless as a result
of a breach of any of the obligations imposed by this Agreement) concerning
Company's business and technical information, including, without limitation,
information relating to: (i) the identities of its customers and their
purchasing habits, needs, credit histories, contact personnel and other
information; (ii) suppliers' and vendors' costs, products, discounts, margin
discounts, financial and marketing data and plans, personnel and compensation,
budgets forecasts and business plans; and (iii) Company's research,
manufacturing activities, data bases, techniques, software codes, strategies,
licenses, inventions, processes, and equipment.  Employee acknowledges that
Confidential Information is solely the property of Company.

           Except as otherwise herein provided, Employee agrees that during
the period of her employment, and thereafter, she will hold in strictest
confidence and will not use or disclose to any person or entity without the
written authorization of Company's CEO, any of  Company's Confidential
Information, except as such use or disclosure may be required in connection
with his work for Company or to the extent that such information becomes known
in the public or trade other than as a result of Employee's actions or failure
to act.  In the event Employee is legally compelled to disclose any
Confidential Information, Employee agrees to immediately notify Company (prior
to such disclosure if possible) so that Company may seek such protective order
or other remedy as it deems necessary.  Employee understands that this
Agreement applies to art work, computerized and written information and to
other information, whether or not in written form.

           Employee agrees that she will not take with her any Confidential
Information, whether in written, computerized, machine readable, model,
sample, or other form capable of physical delivery, upon or after the
termination for any reason of her employment with the Company, without the
prior written consent of  Company's CEO.  Employee also agrees that upon the
termination for any reason of her employment with Company or at any other time
that Company may request, she shall deliver promptly and return to Company all
such documents and materials, along with any other Confidential Information
and all other property of the Company and property relating to Company's
suppliers, customers and business, in her possession or control.

           4.2  Non-Competition. Employee will not, during the period of
employment with Company, and for a period of twelve (12) months thereafter,
directly or indirectly, for herself or on behalf of or in conjunction with any
other person, company, partnership, corporation or business of whatever nature
without the prior written consent of Company's CEO, directly or indirectly,
engage in, represent, consult with, be employed by, assist or have any
interest in any business or entity that is in competition with Company;
provided however, that nothing in this Agreement shall prevent Employee from
owning five percent or less of the outstanding stock of any class of a
corporation which is publicly traded, so long as Employee does not participate
in the conduct of the business of such corporations

           4.3  Non-Enticement. Employee will not, during the period of
employment with Company, and for a period of twelve (12) months thereafter,
directly or indirectly, for herself or on behalf of or in conjunction with any
other person, company, partnership, corporation or business of whatever nature
directly or indirectly on his own behalf or on behalf of any other person or
entity, without the express written consent of Company's CEO, solicit or
attempt to solicit any then current employee or representative of the Company
to terminate or modify his or her employment or business relationship with
Company.

           4.4  Non-Customer Interference. Employee will not, during the
period of employment with Company, and for a period of twelve (12) months
thereafter, directly or indirectly, for herself or on behalf of or in
conjunction with any other person, company, partnership, corporation or
business of whatever nature call upon any person or entity which is/was a
customer or prospective customer or vendor of Company (including the
subsidiaries thereof) in direct competition with the business or known planned
products or services of Company.

           4.5  Interpretation.  It is agreed by the parties that the
foregoing covenants of Section 4 impose reasonable restraint on Employee in
light of the business and related activities on the date of the execution of
this Agreement and Employee acknowledges receipt of good and valuable
consideration for such covenants.  As used in Section 4, "Company" shall
include Company and all subsidiaries and affiliates controlled by Company.

5.         No Conflicting Contracts.  Employee represents and warrants that
she is not subject to any non-compete covenant in any contract and no
contractual or other commitment or covenant exists which would limit, affect
or prevent the Employee's full performance of her duties and responsibilities
under this Agreement.

6.         Successors.  This Agreement may be assigned by Company to any
successor.

7.         Complete Agreement.  This Agreement is the complete agreement
between the parties and supersedes any and all prior agreements or
understandings between them.  This Agreement may only be modified in writing
signed by the parties.  The waiver of a breach of any provision of this
Agreement shall not serve as a waiver of any subsequent breach by that party.

8.         Severability and Modification.  If any provision of this Agreement
is declared void, unenforceable or against public policy, such provision shall
be deemed severable and severed from this Agreement and the balance of this
Agreement shall remain in full force and effect.  If a court of competent
jurisdiction rules that any restriction of this Agreement is unreasonable, the
court shall modify or revise such restriction to include the maximum
reasonable restriction allowed by law.  The parties agree that equitable
relief (injunction or specific performance) is a necessary and appropriate
remedy for Employee's violation of Section 4.

9.         Governing Law.  This Agreement shall be governed by the laws of
Michigan.

10.       Notices.  Any notice to be given under this Agreement shall be in
writing, personally delivered or sent by next day overnight delivery or
certified mail, and sent if to Company to its corporate offices and, if to
Employee to her residence.


ALTERNATE MARKETING NETWORKS, INC.     SANDRA J. SMITH ("Employee")

By:  /s/Phillip D. Miller              /s/Sandra J. Smith
Title: CEO                             Date: 6/15/01
Date: 6/15/01





































                         CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-88129) of Alternate Marketing Networks,
Inc. of our report dated March 15, 2002 relating to the financial statements,
which appear in this Form 10-KSB.

/s/PRICEWATERHOUSECOOPERS, LLP

Grand Rapids, Michigan
March 28, 2002