EXHIBIT 10.8
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                              NCH RETAILER SERVICES

                       COUPON REDEMPTION SERVICE AGREEMENT


In Store Media Systems, Inc. ("ISMSI") hereby requests that NCH Promotional
Services, Inc. ("NCH") furnish to ISMSI the herein described Retailer Redemption
Services. ISMSI specifically authorizes NCH as its agent to invoice and submit
coupons to coupon issuers for redemption on its behalf and request such issuers
to reimburse NCH as its authorized agent.

1.       NCH SHALL:

         (a)      Maintain insurance to cover the full face value and handling
                  allowance for incoming shipments while in transit to NCH and
                  in NCH's possession; provided that NCH shall insure such
                  packages for the minimum value necessary in order to create a
                  record of the shipment for tracing purposes.

         (b)      Receive coupons, as ISMSI shall submit from time to time and
                  sort, count, and tabulate these coupons.

         (c)      Invoice and submit coupons to the related coupon issuers. When
                  unable to do this, NCH will return the coupons to ISMSI within
                  ten business days of receipt thereof by NCH. Such coupons
                  shall be sorted and bundled for ISMSI's convenient dispatch to
                  the coupon issuer.

         (d)      Use its best efforts to collect the invoices from the coupon
                  issuers.

         (e)      Pay for the coupon face value plus handling allowance less the
                  NCH service fee and any adjustments upon the completion of
                  NCH's tabulation.

         (f)      Establish and maintain a system to accept, on a daily basis,
                  electronic data on all coupons scanned by ISMSI's electronic
                  coupon clearing system and use its best efforts to obtain
                  redemption payments from manufacturers based upon such
                  electronic information, all as to be more fully agreed by
                  ISMSI and NCH in a separate Agreement to be entered into at a
                  later date.

2.       ISMSI WILL:

         (a)      Submit coupons redeemed in accordance with the manufacturer's
                  terms, securely packaged to withstand domage in transit. The
                  invoice and any other notation will be packaged in Carton No.
                  1. The invoice and the Bill of Lading will designate the
                  number of cartons. All cartons will be marked with notation "1
                  of 3" cartons, etc.

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         (b)      Ship coupons via the most economical carrier accepted by NCH
                  (i.e., Common Carrier, UPS, or Parcel Post), insured for the
                  minimum value necessary in order to create a record of the
                  shipment for tracing purposes.

         (c)      Agree that NCH is not responsible for coupons until received
                  by NCH, except to the extent the loss of such coupons is
                  covered by insurance.

         (d)      Agree that for those coupons without a stated billable face
                  value, NCH may make. adjustments in the face value due to
                  knowledge that NCH has regarding the billable face value.

         (e)      Return to NCH monies previously paid to ISMSI when NCH is
                  unable to collect from any issuer of coupons. NCH shall notify
                  ISMSI of any such adjustments no later than 45 days from the
                  receipt thereof of such coupons by NCH. Monies will be
                  returned to NCH by deductions from the next NCH payment to
                  ISMSI. NCH will explain the deduction via adjustment
                  statements and/or electronic transmission, and will return the
                  coupons to ISMSI if said coupons are returned to NCH by the
                  issuer.

         (f)      Pay all costs of shipping to NCH's offices in Laredo, Texas
                  and will segregate the coupons submitted so that each shipping
                  container shows the name of the retailer where the coupons
                  were redeemed and the address of such store. While ISMSI may
                  combine several stores into a larger container for shipment,
                  ISMSI will maintain store integrity within the shipment.

         (g)      Agree that ISMSI will submit to NCH all coupons from all
                  retail stores that utilize ISMSI's manual in-store redemption
                  system for redemption. ISMSI warrants that it will have all
                  necessary agreements with the retail store that sold ISMSI its
                  coupons, and authorized ISMSI to submit such retailer's
                  coupons for redemption to manufacturers. ISMSI agrees that it
                  will make all of its agreements with various retailers
                  available for review should any manufacturer question ISMSI's
                  authority to purchase such coupons from such retailer.

3.       SERVICE FEES

         (a)      The fee for NCH services will be $25.00 per thousand coupons
                  processed as long as the volume is less than five million
                  coupons per year. If ISMSI's volume exceeds five million
                  coupons per year, NCH shall receive $15 per thousand coupons
                  processed in excess of five million coupons per year --- but
                  less than fifty million. If ISMSI's volume exceeds fifty
                  million, the price shall be $8 per thousand. All annual
                  volumes shall be calculated by taking the previous quarter's
                  volume and multiplying by four. If such a calculation
                  justifies a change in price, the price shall be in effect from
                  the first day of the month following the quarter where the
                  change in volume occurred.

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                  NCH guarantees Full Service payment to ISMSI within 28 days
                  from the day NCH receives ISMSI's coupon shipments at NCH's
                  offices in Laredo. If NCH fails to meet this obligation, it
                  will pay to ISMSI interest at a per diem rate which, when
                  annualized would equal eighteen percent based on the number of
                  days that have elapsed past 28 days.

         (b)      ISMSI hereby authorizes NCH to withhold the amount of its
                  service fee from payments due ISMSI.

         (c)      All NCH invoices hereunder shall be due upon presentation. Ten
                  (10) days after the date thereof, outstanding amounts owing to
                  NCH shall bear interest at the rate of one-and-one half
                  (1-1/2) percent per month, or the highest rate allowed by
                  applicable law, if lower. If litigation is required to collect
                  funds due either party under this agreement, the losing party
                  shall pay the prevailing party's reasonable attorney's fees.

4.       REVISION OF AGREEMENT

         Alterations of the service fee schedule and/or other provisions of this
         agreement as NCH shall deem desirable or necessary shall be made by NCH
         providing written notice to ISMSI, stating the effective date thereof,
         which shall be not less than ninety (90) days after receipt of notice,
         ISMSI may refuse to accept such modifications and may, in such case,
         notify NCH in writing of ISMSI's refiLsa to accept such alterations.
         Such refusal shall operate as ISMSI's termination notice within the
         meaning of Paragraph 6 hereof.

5.       DURATION OF AGREEMENT

         This Ureement shall become effective as of the first day coupons are
         received from ISMSI by NCH and shall continue in effect thereafter
         until the termination as provided in Paragraph 6 hereof.

6.       TERMINATION

         After November 1, 2000 either party thay, munate this agreement for any
         reason upon not less than ninety (90) days prior written notice to the
         other party. Outstanding accounts between ISMSI and NCH shall be
         settled promptly after termination. Paragraph 2(e) shall remain in
         effect until such time as all outstanding coupon billings are settled.
         Any monies due from ISMSI to NCH after termination shall be paid
         promptly by check. However, NCH may choose to retain no more than five
         percent of the monies due ISMSI after termination so that said n$onies
         may be applied in accordance with Paragraph 2 (e), in which case the
         remaining balance will be paid to ISMSI six (6) months after
         termination or when there are no invoices for which NCH has not been
         paid, whichever is sooner.

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7.       PERPORMANCE OF SERVICE

         In view of the nature of the services to be performed, it is agreed
         that NCH shall not be liable for any loss, injury or damage of any kind
         caused in whole or in part by contingencies beyond the control of NCH
         and dig its liability for any loss, injury or damage of any kind caused
         by or arising from improper or negligent performance of services shall
         be limited to re-performing such services correctly, or if such
         re-performance is impossible, to refund the service fee paid for the
         services improperly or negligently performed and the return to ISMSI of
         any coupons it was unable to process. If NCH has lost or destroyed any
         coupons and such loss or destruction results in an inability of ISMSI
         to recover the face amount and handling fee, NCH shall pay to ISMSI
         such amounts within 30 (thirty) days of any determination by either
         party that such loss has occurred and notice of such loss has been
         provided to NCH. In no event shall NCH be liable for special or
         consequential damages. However, ISMS must ensure its retailer customers
         will assist in obtaining collection for such coupons by invoice
         deducting from manufacturers who refuse to contribute to the loss.

8.       NOTICE

         Deposit of any notice hereunder required in the United States mails,
         either registered or certified, to ISMS at:

         15423 East Batavia Drive, Aurora, CO 80011. Or to NCH at 75 Tri-State
         International, Suite 400, Lincolnshire, IL 60069-4443, shall constitute
         serving such notice.

9.       DIRECTIONS FOR PAYMENTS

         If NCH receives from ISMSI or any issuer of coupons any coupon payments
         made payable to ISMSI instead of to NCH as our agent, NCH has ISMSI's
         authority to open mail, endorse and deposit such payments to the
         account of NCH. ISMSI specifically authorizes NCH to direct the issuer
         to mail such payment to any address NCH may designate.

10.      These agreement covers coupons redeemed in accordance with the terms
         printed hereon and shipped from the name Ond address below. Remittances
         shall be made payable to this name and forwarded to this address:

         Establishment:  In Store Media Systems, Inc.
         Address: 15423 East Batavia Drive, Aurora, CO 80011

11.      This agreement shall be construed under the laws of the State of
         Illinois.

12.      Exhibits A and B, once completed and agreed to by ISMSI and NCH are
         incorporated into this Agreement by reference.

13.      ISMSI and NCH acknowledge that ISMSI may commence the delivery of
         coupons to NCH in the manner provided herein prior to the finalization
         by ISMSI of its financing agreements with a lender. ISMSI and NCH
         further acknowledge that such financing, once obtained, will materially
         increase the number of coupons ISMSI can pWchase and send to NCH for

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         redemption. It for any reason, such prospective lender requires
         modifications of thioli Agreement as a condition to receipt of
         financing, both ISMSI and NCH shall endeavor to accommodate such
         10nder's requirements. If this is not possible, for any reason, either
         party may terminate this Agreement at that tiOie by sending to the
         other party hereto of its notice of election to terminate this
         Agreement on a stated future date, which date shall be no less than
         sixty days subsequent to the date of the notification of such
         termination.


ACCEPTED:                                 ACCEPTED:

NCH PROMOTIONAL SERVICES, INCORPORATED    IN STORE MEDIA SYSTEMS, INCORPORATED
Name:    Brian J. Husselbee               Name:    Everett E. Schulze, Jr.
Title:   Executive Chairman               Title:   President/CEO


Signature: /S/ Brian J. Husselbee         Signature: /S/ Everett E. Schulze, Jr.
           --------------------------                --------------------------

Date Accepted:  _____________________     Date Accepted:  _____________________

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                                    EXHIBIT A
                       ELECTRONIC DATA MARKETING AGREEMENT

                               (To be Negotiated)


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                                    EXHIBIT B
                       ELECTRONC COUPON CLEARING AGREEMENT

                               (To be Negotiated)


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