EXHIBIT 10.6.2


                         AGREEMENT TO PROVIDE FINANCING

THIS AGREEMENT TO PROVIDE FINANCING (the "Agreement") is made and entered into
as of the 19th day of January, 2001 by and between In Store Media Systems, Inc.,
a Nevada corporation ("Media") and In Store Capital LLC, a Wisconsin limited
liability company ("Capital").

RECITALS:

WHEREAS, Media is in the business of collecting, handling and obtaining data
from manufacturer's cents-off coupons used by customers for the purchase of
various consumer goods ("Coupons"); and

WHEREAS, in conducting the business described above, Media acquires certain
items of equipment used in the process of collecting, handling and obtaining
data from Coupons (the "Equipment"), and places Equipment in retail stores which
accept and/or issue Coupons and with which Media has an agreement relating to
Media's business and the conduct thereof in such store (each such store is
hereinafter referred to as a "Store"); and

WHEREAS, Media is currently in the process of conducting in-store tests of the
business program described above (the "In-Store Program"), in approximately four
to six retail grocery stores in major metropolitan areas (the "Test"); and

WHEREAS, in order to facilitate and finance the In-Store Program, Media and
Capital desire to enter into this Agreement, in order to establish the basic
terms and parameters by which Capital will provide financing to or for the
benefit of Media in connection with the Coupons and the Equipment.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1. Coupons. Media hereby grants Capital the exclusive right to purchase from all
Stores (or, in the alternative, from Media) the Coupons accepted by such Stores
from customers for redemption in accordance with the rules and regulations
established from time to time by the issuers of such Coupons (the "Exclusive
Purchase Right"). So long as the Exclusive Purchase Right is in effect
hereunder, Media shall not permit any third party to purchase Coupons from
Stores involved in the In-Store Program, or from Media, except as otherwise
expressly provided herein. Upon satisfaction of the conditions set forth below,
Capital shall advance to Media (or to a Store designated by Media in writing) an
amount equal to ninety percent (90%) of the face amount of each "Eligible
Coupon" (as defined in Section 3 below) purchased by Capital, plus the
applicable handling fee (each such advance is referred to herein as an "Initial
Advance"). Upon Capital's receipt of the full redemption amount of each such
Eligible Coupon, and satisfaction or payment to the issuer of any applicable
setoffs and/or adjustments to such redemption amount, Capital shall pay to Media
(or its designee Store), the balance of ten percent (10%) of the face amount of
such Eligible Coupon, plus the applicable handling fee, less any clearing
agent's fees or charges and a finance charge ("Finance Charge") to be retained
by Capital in an amount equal to eighteen percent (18%) per annum (or 1 1/2 %
for the first 30-day period, or fractional portion thereof, that any amount paid

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by Capital under this Section 1 remains outstanding and, thereafter, 3/8% for
each week, or fractional portion thereof, that any amount paid by Capital under
this Section 1 remains outstanding). Capital shall have no obligation to make
any Initial Advance until such time as each of the following conditions is
satisfied: (i) Capital shall have received an electronic pool run of each batch
of Coupons to be purchased with the proceeds of the applicable Initial Advance;
(ii) Capital shall have received a copy of the executed bill(s) of sale relating
to such Coupons: (iii) Capital shall have received confirmation, by shipping
invoice or a copy thereof, that the Coupons have been delivered into the custody
of Capital or a clearing agent acceptable to Capital; and (iv) any and ail
requirements to funding established by Capital's lender(s) shall have been
satisfied.

2. Equipment. Media hereby grants Capital the exclusive right to fund advances
that Media may require from time to time for the purchase of all Equipment (the
"Exclusive Loan Right"). So long as the Exclusive Loan Right is in effect
hereunder, Media shall not acquire Equipment without financing or obtain
Equipment financing from any other source, except as otherwise expressly
provided herein. All loan advances made by Capital hereunder in connection with
the Exclusive Loan Right ("Loan Advances") shall bear interest at a fixed rate
equal to 18% per annum from the date of each such Loan Advance, until the same
is paid in full, and shall be secured by a first priority, perfected security
interest in and to all Equipment and proceeds thereof. Prior to the funding of
any Loan Advance, Media shall have executed such loan agreements, promissory
notes, security agreements, financing statements, lien waivers and
acknowledgements, and other documents, instruments and agreements, containing
such terms, conditions and requirements, as Capital and/or its lenders may from
time to time reasonably require, in accordance with then-current industry
standards for loans of this type (collectively, "Loan Documents").

3. Exclusive Rights: Term. Except as otherwise expressly provided herein, the
Exclusive Purchase Right and the Exclusive Loan Right shall be in effect for an
initial term of three (3) years, commencing on the date hereof, which term shall
be renewable thereafter in the sole and absolute discretion of Capital for two
(2) additional three-year terms and one (1) additional one-year term. Any
renewals of the term hereof shall be automatically effective, unless Capital
provides Media written notice that it will not renew such term, not less than
sixty (60) days prior to the expiration of the then-current initial or renewal
term, as the case may be. In the event that Capital fails to purchase "Eligible
Coupons" (as defined herein) from Stores involved in the In-Store Program, or to
fund any requested Loan Advance, at any time that Media is in material
compliance with all terms, conditions and requirements set forth in this
Agreement and all Loan Documents, then Media shall have, as its sole and
exclusive remedy for such failure, the right and option, by written notice to
Capital within 7 days following Capital's failure to purchase such Eligible
Coupons or to fund such requested Loan Advance, to terminate the Exclusive
Purchase Right (in the case of a failure to purchase Eligible Coupons) or the
Exclusive Loan Right (in the case of a failure to fund a requested Loan
Advance). Notwithstanding the foregoing, Media shall have no such termination
right if Media is in any material respect not in compliance with this Agreement
and all Loan Documents. Any termination by Media under this Section 3 shall not
constitute a termination of this Agreement or of any then-existing Loan
Documents. Following any proper termination by Media pursuant to this Section 3,
Media shall have the right to seek Coupon purchase financing and/or Equipment
financing, as the case may be, from sources other than Capital; provided,
however, that any Coupon purchase or Equipment financing made by Capital

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subsequent to any such termination shall be upon all other terms and conditions
contained herein and in any applicable Loan Documents. For purposes of the
Agreement, "Eligible Coupons" shall mean Coupons which are determined by
Capital, in good faith, (i) to have been issued by the applicable issuer and
accepted by the related Store for redemption in full compliance with all
applicable standards and procedures pertaining to such issuance and redemption,
and (ii) to be in form and substance acceptable for redemption by Capital's
clearing house and the relevant issuer(s) of such Coupons, based on then-current
standards and procedures adopted, applied or utilized by such clearing house.

Notwithstanding anything to the contrary in this Agreement, Media shall have the
right to modify certain terms of the Exclusive Purchase Right and the Exclusive
Loan Right, in each case as specifically provided herein, to the extent of any
accumulated excess cash earned and held by Media during the term of this
Agreement ("Excess Cash"). Specifically, from the date of this Agreement through
the third anniversary of such date, Media shall have the right to use any Excess
Cash as follows: first, to fund up to twenty percent (20%) of the turn-key cost
of Equipment (thereby reducing the amount of each Loan Advance made under
Section 2 hereof); and, second, to fund, at the time of each Initial Advance
under Section l hereof, all or a portion of the ten percent (10%) "holdback"
amount not then paid by Capital. The balance of any such Excess Cash shall be
held by Media as retained earnings during such three-year period. From and after
the third anniversary of the date of this Agreement, Media shall have the right
to use any Excess Cash as follows: first, to fund up to 50% of the turn-key cost
of Equipment; second, to fund, at the time of each Initial Advance under Section
1 hereof, all or a portion of the ten percent (10%) "holdback" amount not then
paid by Capital; and, third, to reduce the advance rate on Initial Advances
under Section 1 hereof from ninety percent (90%) to as low as (but not lower
than) sixty-seven and one-half percent (67.5%), by paying the difference to the
applicable Store. Media shall provide written notice to Capital of any election
by Media to apply Excess Cash in accordance with this Section 3 not less than
sixty (60) days prior to the effective date of such election, specifying the
amount of Excess Cash Media intends to apply hereunder and the manner in which
such Excess Cash shall be applied.

In addition to the foregoing, in the event that (i) the conditions to release of
escrow fund as set forth in Schedule C of that certain Escrow Agreement dated
effective as of January 19, 2001 by and among Media, each of the "Purchasers"
party to that certain Common Stock Purchase Agreement dated as of January 19,
2001, Derrick Bushman, as the Purchaser representative and City National Bank
(the "Escrow Agreement") are not timely satisfied, resulting in termination of
the Escrow Agreement, and (ii) Media exercises its right to rescind the stock
purchase transaction described in the "Common Stock Purchase Agreement" (as
defined in the Escrow Agreement) within ninety (90) days of, and as a result of,
the termination of the Escrow Agreement, then Media shall also have the right to
terminate this Agreement. Any termination of this Agreement pursuant to this
paragraph shall be effective only if such termination is made by written notice
to Capital within ninety (90) days of the termination of the Escrow Agreement as
described herein.

4. Information and Reports. During the term of this Agreement, which shall
commence as of the date hereof, and continuing throughout any period that any
advances made by Capital hereunder remain outstanding, Media shall provide to
Capital, (a) as soon as practicable following a written request therefore by
Capital, any and all information, reports and documents relating to Media and

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the conduct of its business that may be reasonably required by Capital's
lender(s), and (b) such monthly reports and internally prepared financial
statements as Capital may reasonably require in order to properly administer and
monitor its advances to Media hereunder and under the Loan Documents, including
without limitation such statements, reports and related information as Capital
may request relating to any Excess Cash calculation and/or application under
Section 3 hereof. In addition, Capital, as well as its independent accountants,
auditor's and/or attorneys, may review from time to time any and all internal
business records of Media, upon not less than five (5) business days' notice to
Media.



5. Covenants. Media hereby covenants and agrees that, during the term of this
Agreement, and continuing throughout any period that any advances made by
Capital hereunder remain outstanding:

     A)   Upon request by Capital, Media shall cause Capital's designee to be
          nominated for election to the Board of Directors of Media, and shall
          present and support the election of such nominee at the next regular
          or special meeting of the shareholders of Media. Capital's right to
          designate a nominee hereunder shall be in addition to the composition
          of the Board of Directors of Media on the date hereof.

     B)   From and after the date of this Agreement, and in addition to any
          Board members described in subparagraph A) above, Capital shall have
          the right to designate a person to attend Media's Board of Directors
          meetings as an observer, and Media shall permit such designee to
          attend such meetings in such capacity.

     C)   In the event of the resignation, termination or removal of Don Uhl as
          the president/chief executive officer of Media, Capital will have the
          right to review any potential candidate for such position.

     D)   Media hereby grants to Capital the right of first refusal to acquire
          all additional shares of stock or other securities of Media offered by
          Media, on the same terms as those contained in the offering, and
          agrees to provide Capital written notice of any such offering, and the
          terms thereof, prior to the date of such offering; provided, however,
          that the right of first refusal described herein shall not apply to
          any bona fide "firm commitment" public offering of the securities of
          Media. Capital must exercise such option, if at all, within 30 days of
          the date of receipt of written notice from Media of such prospective
          offering, together with all information and documentation reasonably
          necessary for Capital to determine whether or not to exercise such
          right of first refusal. The right of first refusal described in this
          subparagraph D shall be assignable by Capital to one or more of its
          members.

6. Miscellaneous. This Agreement expresses the whole agreement between the
parties with respect to the financing arrangement herein described, there being
no representations, warranties or other agreements (oral or written) not
expressly set forth or provided for herein. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Except as otherwise
provided in this Agreement, neither party shall have the right to assign its

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rights, duties or obligations hereunder without the prior written consent of the
other party; provided, that such consent shall not be unreasonably withheld in
the event of an assignment to a third party which purchases or acquires all or
substantially all of the assets of the proposed assignor. This Agreement shall
inure to the benefit of and bind each of the parties hereto, and their
respective heirs, representatives, successors and permitted assigns. Any and all
future agreements by the parties hereto to amend, change, extend, revise or
discharge this Agreement, in whole or in part, shall be binding upon the parties
to such agreement, even though such agreements may lack legal consideration,
provided, such agreements are in writing and executed by the party against whom
enforcement is sought. This Agreement shall be deemed to be a contract made
under the laws of the State of Minnesota and for all purposes it, plus any
related or supplemental documents and notices, shall be construed in accordance
with and governed by the laws of such state. Any notices required or permitted
to be given hereunder shall be deemed given three (3) business days after
placing the same in the U.S. Mail, postage paid, to the following address:

     If to Capital:                                 If to Media:

     I.S. Capital LLC                               In Store Media Systems, Inc.
     P.O. Box 67                                    15423 Bativia Drive
     Rosholt, WI  54473                             Aurora, CO  80011
     Attn: Derrick Bushman, President               Attn: President

Wherever possible, each provision of this Agreement and each related document
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement or any related document
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Agreement or such related documents. No failure on the part of either party to
exercise, and no delay in exercising any remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
remedy granted hereby or by any related document or by law. In the event any
part of this Agreement is found to be void, the remaining provisions of this
Agreement shall nevertheless be binding with the same effect as though the void
parts were deleted. The titles of the paragraphs and subparagraphs are placed
herein for convenient reference only and shall not to any extent have the effect
of modifying, amending or changing the expressed terms and provisions of this
Agreement. In the event of any action by Buyer or Seller to enforce any
provision of this Agreement, the prevailing party in any such action shall be
entitled to recover from the other party its costs (including reasonable
attorneys' fees) incurred in connection therewith.

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the date and year first above written.

In Store Capital LLC                           In Store Media Systems, Inc.


By:                                            By:
    -----------------------------------            -----------------------------
   Its:                                            Its:
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