[Exhibit 10.3 - Management Services Agreement]

                          MANAGEMENT SERVICES AGREEMENT

      MANAGEMENT  SERVICES  AGREEMENT dated as of June 9, 2004 (the "Agreement")
between  MANUFACTURERS  MARKETING  GROUP,  INC., a New Jersey  corporation  (the
"Company"),  and UNITED GROCERS CLEARING HOUSE,  INC., a New Jersey  corporation
(the "Manager").

                                   BACKGROUND

      The  Manager  has been  providing  the  Company  with  various  management
services  relating to the Company's coupon  redemption  business  pursuant to an
oral arrangement between the Manager and the Company.  The parties now desire to
enter into this Agreement to codify the terms of their prior oral arrangement.

      NOW, THEREFORE,  in consideration of the mutual promises contained herein,
the parties hereto, intending to be legally bound, agree as follows:

      1.    Engagement of the Manager.  Subject to the terms and  conditions set
forth in this Agreement,  the Company hereby engages the Manager to provide, and
the Manager  hereby  agrees to furnish or cause to be  furnished to the Company,
the services as more particularly set forth in Section 2 of this Agreement.

      2.    Duties of the Manager.  During the Term (as hereinafter  defined) of
this  Agreement,  the  Manager  shall  provide,  or  cause to be  provided,  the
following services:

            (a)   Receive packages of coupons,

            (b)   Re-ship  coupons  to the  Company's  subcontractor,  which  is
currently located in Mexico,

            (c)   Receive coupon shipment data,

            (d)   Handle billing of manufacturers for processed coupons,

            (e)   Mail checks to those persons submitting coupons,

            (f)   Use of computer systems and software,

            (g)   Use of postal and  shipping  equipment  and  payment of postal
expenses,

            (h)   Printing of envelopes,

            (i)   Use of telephone, fax and other office equipment,

            (j)   Use of office  facilities  and  utilities  at 3 Dundar Road in
Springfield, New Jersey,

            (k)   Use  of   employees   to   provide   coupon   processing   and
administrative services and other reasonable services requested by the Company,


<PAGE>

            (l)   Provision   of  general   administrative,   operational,   and
managerial  services and the provision of such other  management and operational
services as the Company may from time to time reasonably require.

      3.    Management Fee. As  compensation  for the services to be provided by
the Manager  hereunder,  the Company  shall pay the Manager an annual fee in the
amount of $125,000 (the  "Management  Fee"). The Management Fee shall be payable
in twelve monthly  payments at the beginning of each calendar month. The parties
agree that $4,700 of such  Management  fee is allocable to the 3,800 square feet
of office and administrative space utilized by the Company hereunder.

      4.    Representations and Warranties of the Company and the Manager.  Each
of the parties to this  Agreement  represents and warrants to the other that (i)
it has the power,  authority and right to enter into this Agreement and to carry
out and perform the terms, covenants and conditions of this Agreement, (ii) that
the  execution,  delivery  and  performance  of this  Agreement  has  been  duly
authorized,  if  necessary,  by all  necessary  corporate  action and (iii) this
Agreement is a valid and binding agreement of such party.

      5.    Term.  This  Agreement  shall be effective as of the date hereof and
shall  remain in full force and effect  for a period of twelve  months  from the
date hereof and thereafter  shall renew for successive  terms of one-year unless
either  party  gives  to the  other  party  90  days  prior  written  notice  of
termination.

      6.    Scope.  The parties  hereto  recognize that in performing its duties
hereunder, the Manager shall be acting as an independent contractor, and nothing
contained in this agreement shall be construed to constitute the Company and the
Manager as partners or joint  venturers,  any such intent being hereby expressly
disclaimed.

      7.    Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the Company  and the Manager and their  respective  successors
and assigns.

      8.    Notices.  All notices,  requests,  demands and other  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been  given if given to the last known  address of the  recipient
(a) when received,  if delivered in person,  (b) when sent, if sent by facsimile
transmission with receipt confirmed or (c) three (3) business days following the
mailing  thereof,  if mailed by  certified  first class mail,  postage  prepaid,
return receipt requested.

      9.    Waiver. A waiver by a party hereto of a breach of any term, covenant
or condition of this Agreement by the other party hereto shall not operate or be
construed as a waiver of any other or  subsequent  breach by such other party of
the same or any other term, covenant or condition hereof.

      10.   Entire  Agreement;  Amendments.  This  Agreement  is intended by the
parties hereto as a final  expression of their agreement and  understanding  and
exclusive  statement  of the terms hereof and  supersedes  any and all prior and
contemporaneous  agreements  and  understandings  relating  thereto.  No waiver,
modification,  change or amendment of any of the  provisions  of this  Agreement
shall be valid  unless in  writing  and  signed by the party  against  whom such
claimed waiver, modification, change or amendment is sought to be enforced.

      11.   Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York,  without giving effect to the
conflict of laws principles thereby.


                                       2
<PAGE>

      12.   Titles;  Counterparts;   Facsimile  Execution.  The  titles  of  the
Sections of this  Agreement  are  inserted  merely for  convenience  and ease of
reference  and shall  not  affect or modify  the  meaning  of any of the  terms,
covenants or conditions of this Agreement. This Agreement may be executed in two
or more  counterparts,  each of which  shall be  deemed an  original  and all of
which,  together,  shall  constitute  one  and  the  same  original  instrument.
Facsimile  execution and delivery of this Agreement is legal,  valid and binding
for all purposes.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and the year first above written.

                              MANUFACTURERS MARKETING GROUP, INC.


                              By:   /s/ William C. Martucci
                                  --------------------------------------------
                                  Name: William C. Martucci
                                  Title: Chief Executive Officer

                              UNITED GROCERS CLEARING HOUSE, INC.


                              By:   /s/ William C. Martucci
                                 ---------------------------------------------
                                  Name: William C. Martucci
                                  Title: Chief Executive Officer


                                       3