EXHIBIT 10.6

Exclusive Distribution Contract with Multiadd.

<PAGE>

                        EXCLUSIVE DISTRIBUTION AGREEMENT
                                     between
                                  Multiadd Ltd
                                       and
                     New Millennium Media International Inc.

Multiadd Ltd, hereinafter referred to as the "Company", and New Millennium Media
International   Inc.,   hereinafter   referred  to  as  the  "Distributor",   in
consideration  of the promises  made herein and  intending to be legally  bound,
agree as follows:

                               ARTICLE 1. RECITALS

     1.01 The Company is a corporation duly organised,  validly existing, and in
good standing under the Laws of England.  The Company has its registered  office
at Faulkner House, Victoria Street, St. Albans, Herts, ALI 3SE.

     1.02 The Distributor is a corporation duly organised, validly existing, and
in good standing under the law of the State of Colorado. The Distributor has its
principle  office and place of  business  at 101  Philippe  Parkway,  Suite 305,
Safety Harbor, Florida, 34695, USA

     1.03 The Company is engaged in the  manufacture  and sale of poster display
machines,  commonly known as  "Eyecatcher"  and "MultiAdd  display  units".  The
Company is in  possession  and  control of a Patent  Licence  Agreement  between
Maurice Grosse ("Licensor") and Multiadd Ltd ("Licensee").

     1.04  (a) The  Distributor  represents  that  they  possess  the  technical
facilities and ability to promote the sale and use of the products  manufactured
by the Company and is desirous of developing  demand for and selling and leasing
such Product on an exclusive basis in the Territory hereinafter described.

          (b) The Company is desirous of having the  Distributor  develop demand
for and sell and lease its Product in such Territory on the Terms and Conditions
set forth herein.

          INTERPRETATION

     1.05 In this Agreement, unless the context otherwise requires:

     "FORCE  MAJEURE"  means,  in relation to either  party,  any  circumstances
     beyond the reasonable control of that party (including, without limitation,
     any strike, lockout or other form of industrial action)

     "PRODUCT" means a poster changing machine incorporating elements of

                                       1
<PAGE>

     the  United  States  Patent  No.   4901460  (and   including  any  casings,
     containers,  attachments  or accessories  housing,  or sold, in conjunction
     with the poster changing  machine and together  comprising the total of the
     product  required  by the  customer)  and  "Products"  shall  be  construed
     accordingly

     "INTELLECTUAL  PROPERTY" means any patent,  copyright,  registered  design,
     trade mark or other industrial or intellectual property right subsisting in
     the Territory in respect of the Product,  and  applications  for any of the
     foregoing

     "RESTRICTED INFORMATION" means any information which is disclosed to either
     Party by the other party  pursuant to or in connection  with this Agreement
     (whether  orally or in  writing,  and  whether or not such  information  is
     expressly stated to be confidential or marked as such)

     "TERRITORY" means the 50 United States

     "TRADE MARKS" means:

          (a) the trade  marks  registered  in the name of the  Company of which
     particulars are given in Schedule C; and

          (b)  such  other  trade  marks  as are  used by the  Company  on or in
     relation to the Product at any time during this Agreement

     1.06 Any  reference in this  Agreement to "writing" or cognate  expressions
includes a reference to telex, cable, facsimile transmission or comparable means
of communication.

     1.07 Any reference in this Agreement to any provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or extended at
the relevant time.

     1.08 The headings in this Agreement are for convenience  only and shall not
affect its interpretation.

                           ARTICLE 2. DISTRIBUTORSHIP

     2.01 (a) The Company appoints the Distributor as the exclusive  distributor
for the sale and lease of the Product at either  wholesale or retail  within the
Territory. The Territory so described may be subsequently enlarged,  reduced, or
otherwise changed in area with the mutual written consent of the parties hereto.

          (b) During the  continuance of this  Agreement,  the Company shall not
     appoint any other or  different  person,  firm,  organisation,  entity,  or
     corporation to sell or lease the Product in the Territory.

                                       2
<PAGE>

          (c) During the  continuance of this  Agreement,  the Company shall use
     its best  endeavours  to restrict  all of its  distributors  or agents from
     selling or leasing the Product in the territory of another  distributor  or
     agent.

     2.02 The  Distributor  accepts the appointment to develop demand for and to
sell and lease the  Product  within  the  Territory  and will make all sales and
leases hereunder in accordance with this Agreement.

     2.03  Unless  terminated  as  hereinafter  provided  in  Section  10,  this
Agreement and the appointment of the Distributor  hereunder  shall,  continue in
force  until  December  31,  2001 and shall be  automatically  renewed  annually
thereafter and govern all transactions between the parties hereto.

     2.04 The Distributor  shall be entitled to describe itself as the Company's
"Authorised  Distributor" for the Product,  but shall not hold itself out as the
Company's  agent for sales or leases of the Product or as being entitled to bind
the Company in any way.

     2.05 The  Distributor  shall not sell any of the Product which it purchases
from the  Company  through a sales  agent or to a  sub-distributor  without  the
express written  permission of the Company,  such consent not to be unreasonably
withheld, PROVIDED THAT the Distributor shall at all times be responsible to the
Company for the acts deeds or occasions of any such agent or sub-distributor.

     2.06 Nothing in this Agreement shall entitle the Distributor to:

          (a) any  priority  of supply in relation to the Product as against the
     Company's other distributors or customers; or

          (b) any right or remedy  against the Company if any of the Product are
     sold in the Territory by any person or entity  outside the Territory  other
     than the Company.

     2.07 If in any period of this  Agreement  the number of units  ordered  and
paid for falls  short of the  values for such  period as shown in  Section  5.08
then,  the Company shall be entitled,  by giving not less than one weeks written
notice to the Distributor  within one month after the end of that period of this
Agreement, to:

          (a) terminate  the  restrictions  on the Company  specified in Section
     2.01(b); or

          (b) terminate this Agreement.

     2.08 The Distributor shall not during the continuance of this Agreement:

          (a) obtain the Product (or any goods which  compete  with the Product)
     for resale or lease from any person or entity other than the Company;

          (b) be concerned or interested, either directly or indirectly, in the

                                       3
<PAGE>

     manufacture  or  distribution  in the  Territory of any goods which compete
     with the Product;

          (c) seek customers,  establish any branch or maintain any distribution
     depot for the Product in any country which is outside the Territory; or

          (d) sell the Product to any customer which is:

               (1) outside the Territory; or

               (2) within the Territory if to the  knowledge of the  Distributor
          that  customer  intends to resell the Product in any country  which is
          outside the Territory.

                                ARTICLE 3. ORDERS

     3.01  (a) All  orders  the  Company  receives  for  the  Product  from  the
Distributor  are subject to  acceptance  by the Company,  and the Company  shall
promptly notify the Distributor of any orders that it rejects or cannot fulfil.

          (b) The Company will use its best  endeavours to supply the Product to
     the Distributor in accordance with the Distributor's orders.

          (c) The Company  shall not be under any  obligation  to  continue  the
     manufacture  of all or any of the  Product,  and shall be  entitled to make
     such alterations to the specifications of the Product as it may think fit.

          (d) Each of the orders for the  Product  shall  constitute  a separate
     contract,  and any  default  by the  Company in  relation  to any one order
     shall,  except in the event of Force Majeure or Section  3.03,  entitle the
     Distributor to terminate this Agreement in the manner hereunder.

          (e) The Distributor shall, in respect of each order for the Product to
     be supplied hereunder, be responsible for:

               (1) ensuring the accuracy of the order;

               (2) providing the Company with any information which is necessary
          in order to enable the  Company to fulfil the order and to comply with
          all labelling,  marketing and other applicable  legal  requirements in
          the Territory; and

               (3) obtaining  any necessary  import  licences,  certificates  of
          origin  or  other  requisite  documents,  and  paying  all  applicable
          customs, duties and taxes in respect of the importation of the Product
          into the Territory and their sale or lease in the Territory.

     3.02 The  Distributor  shall  give the  Company  not less than one  month's
written notice of its estimated  requirements of the Product for each month, and
shall  promptly  notify the  Company of any  changes in  circumstances  that may
affect its requirements.

     3.03 Upon receipt and  confirmation of each order the Company shall as soon
as is practicable inform the Distributor of the Company's estimated delivery

                                       4
<PAGE>

date for the  consignment.  The Company shall use all  reasonable  endeavours to
meet  the  delivery  date  and  the  Company  shall  have  no  liability  to the
Distributor if,  notwithstanding such endeavours,  there is any unforeseen delay
in delivery.

     3.04 The  title to any  consignment  of the  Product  shall not pass to the
Distributor until the Company has received payment in full of the price thereof.

     3.05 Risk of loss of or damage to any consignment of the Product shall pass
to the Distributor  from the time the Company notifies the Distributor that such
consignment  has been placed in a despatch area,  clearly  labelled for delivery
and is available  for  collection or from the time of delivery to the carrier at
the Company's premises, whichever is earlier.

     3.06 The standard conditions of sale of the Company from time to time shall
apply to all sales of the Product to the Distributor pursuant to this Agreement,
except  to the  extent  that  any of the  same is  inconsistent  with any of the
provisions of this Agreement, in which case the latter shall prevail.

                              ARTICLE 4. PRICING AND PAYMENT

     4.01 All of the Product to be supplied to the Distributor  pursuant to this
Agreement  shall be sold on an Ex-Works  basis,  and accordingly the Distributor
shall, in addition to the price, be liable for arranging and paying all costs of
packaging, transport and insurance of each consignment.

     4.02 Where the Company  agrees to arrange for  transport  and  insurance as
agent for the  Distributor  the Company does so as the agent and the Distributor
shall be responsible  for acts,  deeds or omissions of the Company whilst acting
in  this  capacity  as if  such  acts,  deeds  or  omissions  were  that  of the
Distributor,  the Company shall provide the Distributor with a schedule of costs
prior to making final arrangements for shipment and insurance coverage,  and the
Distributor shall not unreasonably  withhold its approval of such costs, and the
Distributor  shall  reimburse to the Company the full costs  thereof and all the
applicable  provisions of this Agreement shall apply with respect to the payment
of such costs as they apply to payment of the price of the Product.

     4.03 The  prices  for the  Product to be  supplied  hereunder  shall be the
Company's  Ex-Works  net  wholesale  prices  as  described  in  Schedule  A, and
accordingly the Company shall:

          (a) supply to the  Distributor  up to date  Ex-Works  price lists from
     time to time; and

          (b) give the  Distributor  not less than ninety days notice in writing
     of any  alteration in such price lists,  and the prices as so altered shall
     apply to all of the Product ordered on or after the applicable

                                       5
<PAGE>

     date of the increase.

     4.04 Full  payment of any order must be received by MultiAdd  within 7 days
of the order being placed.

     4.05 If the  Distributor  fails  to pay for any of the  Product  within  15
(fifteen)  days after the date of the  invoice  thereof,  the  Company  shall be
entitled (without prejudice to any other right or remedy it may have) to:

          (a) cancel or suspend any further  delivery to the  Distributor  under
     any order;

          (b) sell or  otherwise  dispose  of any of the  Product  which are the
     subject  of any  order  by the  Distributor,  whether  or not  appropriated
     thereto, and apply the proceeds of sale to the overdue payment; and

          (c) charge the  Distributor  interest  on the price at the rate of 10%
     (ten per cent) per annum above the National  Westminster Bank plc base rate
     in force  from  time to time  from the date the  payment  became  due until
     actual  payment is made  (irrespective  of  whether  the date of payment is
     before or after any judgement or award in respect of the same).

     4.06 All prices for the Product are exclusive of any applicable value added
or any other sales tax, for which the Distributor shall be additionally liable.

     4.07 All payments shall be made by the  Distributor in sterling  (GBP),  at
the option of the Company, by:

          (a) cash;

          (b) SWIFT payment to such bank account as the Company may from time to
     time notify in writing to the Distributor;

                        ARTICLE 5. MARKETING AND SUPPORT

     5.01 The Distributor  shall use its best endeavours to promote the sale and
lease of the Product  throughout the Territory and, subject to compliance by the
Company of its  obligations  under  Section  3.01(b),  to satisfy  market demand
therefor.

     5.02 The  Distributor  shall  be  entitled,  subject  as  provided  in this
Agreement,  to promote and market the Product in the Territory in such manner as
it may think fit,  and in  particular  shall be  entitled to resell or lease the
Product to its customers at such prices as it may determine.

                                       6
<PAGE>

     5.03 The  Distributor  shall  maintain such stocks of the Product as may be
necessary to meet its customers' requirements.

     5.04 In  connection  with the  promotion  and  marketing of the Product the
Distributor shall:

          (a)  make  clear,  in all  dealings  with  customers  and  prospective
     customers,  that it is acting as  distributor  of the Product and not as an
     agent of the Company;

          (b)  comply  with all  legal  requirements  from time to time in force
     relating to the storage and sale or lease of the Product;

          (c) provide to the Company copies of its up to date price lists;

          (d) provide the  Company on a quarterly  basis with a report,  in such
     form as the  Company  may  reasonable  require,  of sales and leases of the
     Product  which it has made in the  preceding  quarter and  containing  such
     other information as the Company may reasonably require;

          (e) from time to time consult with the Company's  representatives  for
     the  purpose  of  assessing  the state of the market in the  Territory  and
     permit them to inspect any premises or documents used by the Distributor in
     connection with the sale or lease of the Product;

          (f) at the request of the  Company  provide to it copies of such sales
     aids,  including  (without  limiting  the  foregoing)   catalogues,   sales
     brochures and sales manuals, as relate to the Product;

          (g) use in relation to the Product only such advertising,  promotional
     and selling materials as are approved in writing by the Company, and if the
     Company does not reject submitted advertising within 48 (forty-eight) hours
     of receipt then the submitted advertising shall be deemed approved;

          (h) maintain an active and suitably trained sales force;

          (i)   provide  and   maintain  at  their  own  expense  an   efficient
     installation and maintenance service on all of the Product installed in the
     Territory to the minimum  specification  as described in Schedule D, and in
     accordance with any additional reasonable  instructions issued from time to
     time by the Company; and

          (j) in connection with the maintenance of service on the Product,  the
     Distributor  shall  carry in stock  an  adequate  quantity  of  repair  and
     replacement parts, as the Company may reasonably require,  and provide at a
     reasonable  price to the  Distributor.  In determining  the number of parts
     that the Distributor is expected to stock,  the Company will be governed by
     the number of its products in the Distributor's Territory to be serviced.

     5.05 (a) The Company shall from time to time provide the  Distributor  with
such samples, catalogues, brochures and up to date information concerning the

                                       7
<PAGE>

Product in the Company's standard format as the Company may consider appropriate
in order to assist the  Distributor  to produce same in their own format for the
sale or lease of the Product in the Territory,  and the Company shall  endeavour
to answer as soon as practicable any technical enquiries  concerning the Product
which are made by the Distributor or its customers.

          (b) The Company agrees to provide at the Company's expense  operating,
marketing and technical and customer  service  support to the Distributor to the
minimum  as  described  in  Schedule  B  hereinafter,  and the  Distributor  may
reasonably  request further  marketing and technical support from the Company at
the expense of the Distributor.

     5.06 The  Distributor  may charge to and collect from each person or entity
that it sells or leases the Product acquired hereunder the following items, with
no additional royalties or fees payable to the Company:

          (a) freight charges; and

          (b) installation,  service, maintenance charges to be set forth on the
     invoice they render to the purchaser or lessee.

     5.07  Notwithstanding  the  obligations of the Company in Section  2.01(c),
where  the  sale  or  lease  of the  Product  is made  in the  territory  of one
distributor and installation is made in the territory of another distributor:

          (a) Subject to the  provisions  of  Subsection  (b) the gross  profit,
     being the difference between the selling distributor's regular cost and the
     actual selling price,  resulting from the sale or lease shall be divided as
     follows:  30% of the gross profit to the selling distributor and 70% to the
     distributor in whose  territory the  installation is made PROVIDED THAT the
     Company  shall  have no  responsibility  to  determine  the  accuracy  of a
     distributor's  report of gross profit nor in any manner for the debt of one
     distributor to another distributor.

          (b) In case of removal or resale of the Product by the  purchaser  for
     use in another territory, Subsection (a) shall not apply.

          (c) If any dispute arises between the  distributors  over the division
     of gross  profits as referred to in  Subsection  (a) they shall  submit the
     dispute to the  Company,  and its  decision  thereon  shall be binding  and
     final.

          (d)  Nothing in this  Section  shall be  construed  so as to allow any
     distributor  the right to sell,  transfer,  assign,  lease,  or license the
     Product in the Territory  without the express prior written  consent of the
     Distributor.

     5.08 In the event that the  Distributor's  purchases  from the  Company are
less than the minimum value  hereinafter  set forth,  the Company shall have the
right to terminate  this Agreement as provided in Section 10. The minimum quotas
are:

                                       8
<PAGE>

Through the period January 1st 2000 - 31st March 2000
(pound) 30,000.00
Through the period 1st April 2000 - 31st June 2000
(pound) 30,000.00
Through the period 1st July 2000 - 31st September 2000
(pound) 30,000.00
Through the period October 1st - 31st December 2000
(pound) 30,000.00

The  minimum  value  for each  succeeding  quarter  thereafter  will be  (pound)
30,000.00.

     5.09 The  Company  agrees to  provide  Product  to the  Distributor  at the
minimum rate of 20 units per month,  providing the  Distributor  has ordered and
paid for such Product in the manner herein described.

                        SECTION 6. INTELLECTUAL PROPERTY

     6.01 The Company hereby  authorises the  Distributor to use any Trade Marks
held by the Company from time to time in the  Territory on or in relation to the
Product  for the  purposes  only of  exercising  its rights and  performing  its
obligations  under this Agreement and,  subject as provided in Section 5.08, the
Company shall not so authorise any other person or entity.

     6.02 The  Distributor  shall  ensure that each  reference to and use of any
Trades Marks by the Distributor is in a manner from time to time approved by the
Company  and  accompanied  by an  acknowledgement,  in a  form  approved  by the
Company,  that  the  same is a trade  mark  (or  registered  trade  mark) of the
Company.

     6.03 The Distributor shall not:

          (a) make any modifications to the Product or their packaging;

          (b)  alter,  remove or tamper  With any Trade  Marks,  Patent  Labels,
     numbers,  or other  means of  identification  used on or in relation to the
     Product;

          (c) use any of the Trade Marks in any way which might  prejudice their
     distinctiveness or validity or goodwill of the Company therein;

          (d) use in  relation  to the  Product  any trade  marks other than the
     Trade Marks without obtaining the prior written consent of the Company; or

          (e) use in the  Territory any trade marks or trade names so resembling
     any trade mark or trade names of the Company as

                                       9
<PAGE>

     to be likely to cause confusion or deception.

     6.04  Except as  provided  in Section  7.01 the  Distributor  shall have no
rights in  respect  of any trade  names or Trade  Marks  used by the  Company in
relation  to the  Product or the other  Intellectual  Property  rights of or the
goodwill  associated  therewith,  and the Distributor hereby  acknowledges that,
except as expressly provided in this Agreement,  it shall not acquire any rights
in respect  thereof and that all such rights and goodwill are, and shall remain,
vested in the Company.

     6.05 The  Distributor  shall,  at the expense of the  Company,  after prior
written  consent,  take all such steps as the Company may reasonably  require to
assist  the  Company in  maintaining  the  validity  and  enforceability  of the
Intellectual Property of the Company during the term of this Agreement.

     6.06 The  Distributor  shall at the  request of the  Company  execute  such
registered  user Agreements or licenses in respect of the use of any Trade Marks
in the  Territory  as the  Company may  reasonably  require,  provided  that the
provisions  thereof shall not be more onerous or restrictive than the provisions
of this Agreement.

     6.07 The  Distributor  shall not do or authorise  any third party to do any
act which would or might  invalidate or be  inconsistent  with any  Intellectual
Property of the Company and shall not omit or authorise  any third party to omit
to do any act which, by its omission, would have that effect or character.

     6.08 The  Distributor  shall  promptly  and fully notify the Company of any
actual,   threatened  or  suspected   infringement   in  the  Territory  of  any
Intellectual Property of the Company which comes to the Distributors notice, and
any claim by any third party so coming to its notice that the importation of the
Product into the Territory,  or their sale therein,  infringes any rights of any
other  person,  and the  Distributor  shall at the  request  and  expense of the
Company do all such things as may be  reasonably  required to assist the Company
in taking or resisting any  proceedings in relation to any such  infringement or
claim.

                           ARTICLE 7. CONFIDENTIALITY

     7.01  Except as provided  by  sections  7.02 and 7.03,  the Parties to this
Agreement  shall at all times during the continuance of this Agreement and after
its termination:

          (a)  use  its  best  endeavours  to keep  all  Restricted  Information
     confidential and accordingly not to disclose any Restricted  Information to
     any other person; and

          (b) not use any Restricted Information for any purpose other than

                                       10
<PAGE>

the performance of the obligations under this Agreement.

     7.02 Any Restricted Information may be disclosed by the Distributor to:

          (a) any customers or prospective customers;

          (b) any governmental or other authority or regulatory body; or

          (c) any  employees  of the  Distributor  or any of the  aforementioned
     persons, to such extent only as is necessary for the purposes  contemplated
     by this Agreement, or as is required by law and subject in each case to the
     Distributor using its best endeavours to ensure that the person in question
     keeps  the same  confidential  and does  not use the  same  except  for the
     purposes for which the disclosure is made.

     7.03 Any  Restricted  Information  may be used by the  Distributor  for any
purpose, or disclosed by the Distributor to any other person, to the extent only
that:

          (a) it is at the date hereof, or hereafter  becomes,  public knowledge
     through  no  fault  of the  Distributor  (provided  that  in  doing  so the
     Distributor  shall not disclose  any  Restricted  Information  which is not
     public knowledge); or

          (b) it can be shown by the Distributor, to the reasonable satisfaction
     of the  Company,  to have been known to it prior to its being  disclosed by
     the Company to the Distributor.

                  ARTICLE 8. WARRANTIES, LIABILITY AND INSURANCE

     8.01  Subject as herein  provided the Company  warrants to the  Distributor
that:

          (a) all of the  Product  supplied  hereunder  will be of  merchantable
     quality and will comply with any specification agreed for them;

          (b) the Trade  Marks of which  registration  particulars  are given in
     Schedule  C are  registered  in the  name of the  Company  and  that it has
     disclosed  to the  Distributor  all trade marks and trade names used by the
     Company in relation to the Product at the date of this Agreement; and

          (c) it is not aware of any rights of any third party in the  Territory
     which would or might render the sale of the  Product,  or the use of any of
     the Trade Marks on or in relation to the Product, unlawful.

     8.02 In the  event of any  breach  of the  Company's  warranty  in  Section
8.01(a)  (whether  by  reason  of  defective  materials,  production  faults  or
otherwise) the Company's liability shall be limited to:

          (a) replacement of the Product in question; or

          (b) at the  Company's  option,  repayment of the price (where this has
     been paid).

                                       11
<PAGE>

     8.03  Notwithstanding  anything  to the  contrary  in this  Agreement,  the
Company shall not,  except in respect of death or personal  injury caused by the
negligence  of the  Company,  be  liable  to the  Distributor  by  reason of any
representation  or  implied  warranty,  condition  or other  term or any duty at
common law, or under the express terms of this Agreement,  for any consequential
loss or damage  (whether for loss of profit or otherwise and whether  occasioned
by the  negligence  of the  Company  or its  employees  or agents or  otherwise)
arising  out of or in  conjunction  with  any  act or  omission  of the  Company
relating  to the  manufacture  or supply  of the  Product,  their  resale by the
Distributor or their use by any customer.

     8.04 Except for a  fraudulent  act by an  employee,  officer or director of
either party related to this Agreement, the parties to this Agreement agree that
any claim or  dispute  arising  out of or related  to this  Agreement  shall not
subject the Company's nor the Distributor's  individual  employees,  officers or
directors to any personal  legal  exposure  for the risks  associated  with this
Agreement.  Therefore,  and  notwithstanding  anything to the contrary contained
herein,  the Company and the Distributor  agree that as their sole and exclusive
remedy, any claim, demand or suit shall be directed and/or asserted only against
the Company or the Distributor and not against any of its employees, officers or
directors.

     8.05 Within 30 days of the  execution  of this  Agreement  the  Distributor
shall take out Product Liability Insurance for the Company's products within the
Territory of an  appropriate  value,  subject to any State Laws,  providing such
value has a minimum  initial  cover of  $1,000,000.00  and which shall rise to a
minimum of $2,500,000.00  after 1000 units have been installed and $5,000,000.00
after 2000 units have been installed,  within the Territory, and the Distributor
shall furnish the Company with evidence that such cover has been taken out.

     8.06 Each party to this Agreement  shall not be  responsible  for the other
party's legal costs however such costs are incurred.

                            ARTICLE 9. FORCE MAJEURE

     9.01 If either party is affected by Force Majeure it shall forthwith notify
the other party of the nature and extent thereof.

     9.02 Neither  party shall be deemed to be in breach of this  Agreement,  or
otherwise  be liable to the  other,  by reason of any delay in  performance,  or
non-performance,  of any of its  obligations  hereunder  to the extent that such
delay or

                                       12
<PAGE>

non-performance  is due to any Force  Majeure;  and the time for  performance of
that obligation shall be extended accordingly.

     9.03 If the Force Majeure in question  prevails for a continuous  period in
excess of six months,  the parties shall enter into bona fide discussions with a
view  to  alleviating  its  effects,   or  to  agreeing  upon  such  alternative
arrangements as may be fair and reasonable.

                      ARTICLE 10. DURATION AND TERMINATION

     10.01 This Agreement  shall come into force on the day specified in Section
15 and, subject as provided in Sections 2.03, 10.02 and 10.03, shall continue in
force until December 31 2001 and thereafter unless or until terminated by either
party  giving  to the  other not less  than 3  (three)  months'  written  notice
expiring at or at any time after the end of that period.

     10.02 The Company shall be entitled to terminate this Agreement:

          (a) as provided in Section 2.07; or

          (b) by  giving  not less  than  thirty  days'  written  notice  to the
     Distributor if:

               (1) there is at any time any material  change in the  management,
          ownership or control of the Distributor; or

               (2) the  Distributor  at any time  challenges the validity of any
          Intellectual Property of the Company.

     10.03 Either party shall be entitled  forthwith to terminate this Agreement
by written notice to the other if:

          (a) the other  party  commits any breach of any of the  provisions  of
     this  Agreement  and, in the case of a breach capable of remedy (except for
     non-payment  by the  Distributor)  fails to remedy the same  within 30 days
     after receipt of a written notice giving full particulars of the breach and
     requiring it to be remedied

          (b) an encumbrancer  takes  possession or a receiver is appointed over
     any of the property or assets of that other party;

          (c) that the other party becomes subject to an administration order;

          (d) that  the  other  party  goes  into  liquidation  (except  for the
     purposes  of  amalgamation  or  reconstruction  and in such manner that the
     company or entity resulting therefrom  effectively agrees to be bound by or
     assume the obligations imposed on that other party under this Agreement);

          (e) anything  analogous to any of the  foregoing  under the law of any
     jurisdiction occurs in relation to that other party; or

                                       13
<PAGE>

          (f) that  other  party  ceases,  or  threatens  to cease,  to carry on
     business.

     10.04 For the purpose of Section  10.03(a),  a breach  shall be  considered
capable  of remedy  if the party in breach  can  comply  with the  provision  in
question in all respects other than as to the time of performance (provided that
time of performance is not of the essence).

     10.05  Any  waiver by either  party of a breach  of any  provision  of this
Agreement  shall not be considered as a waiver of any  subsequent  breach of the
same or any other provision thereof.

     10.06 The rights to terminate this Agreement given by this Section shall be
without prejudice to any other right or remedy of either party in respect of the
breach concerned (if any) or any other breach.

                     ARTICLE 11. CONSEQUENCES OF TERMINATION

     11.01 Upon the termination of this Agreement for any reason:

          (a) the Company shall be entitled (but not obliged) to repurchase from
     the  Distributor  all or part of any stocks of the Product then held by the
     Distributor  at the price paid by the  Distributor  to the Company for such
     stocks or the value at which  they  stand in the books of the  Distributor,
     whichever is lower; provided that:

               (1) the Company  shall be  responsible  for arranging and for the
          cost of, transport and insurance; and

               (2) the  Distributor  may sell  stocks for which it has  accepted
          orders from customers prior to the date of termination,  or in respect
          of  which  the  Company  does  not,  by  written  notice  given to the
          Distributor  within seven days after the date of termination  exercise
          its right to repurchase, and for those purposes and to that extent the
          provisions of this Agreement shall continue in full force and effect;

          (b) the  Distributor  shall,  except  where  the  breach  causing  the
     termination has been committed by the Company, at its own expense within 30
     days send to the Company or  otherwise  dispose of in  accordance  with the
     directions  of the Company all samples of the Product and any  advertising,
     promotional  or  sales  material  relating  to  the  Product  then  in  the
     possession of the Distributor;

          (c) outstanding  unpaid invoices rendered by the Company in respect of
     its  products  shall  become  immediately  payable by the  Distributor  and
     invoices in respect of the Product  ordered  prior to  termination  but for
     which an invoice has not been submitted shall be payable  immediately  upon
     submission of the invoice;

          (d) the  Distributor  shall cease to promote,  market or advertise the

                                       14
<PAGE>

     Product  or to make any use of any of the Trade  Marks  other  than for the
     purpose of selling  stock in respect of which the seller does not  exercise
     its right to repurchase;

          (e) the Distributor shall at its own expense,  except where the breach
     causing the  termination  has been committed by the Company,  join with the
     Company in procuring the  cancellation  of any registered  user  agreements
     entered into pursuant to Section 6.06;

          (f) the  provisions  of  Sections 7 and 8 shall  continue  in force in
     accordance with their respective terms;

          (g) the  Distributor  shall  have no claim  against  the  Company  for
     compensation  for loss of  distribution  rights,  loss of  goodwill  or any
     similar loss; and

          (h)  subject  as  otherwise  provided  herein  and  to any  rights  or
     obligations  which have accrued prior to  termination,  neither party shall
     have any further obligation to the other under this Agreement.

                         ARTICLE 12. NATURE OF AGREEMENT

     12.01 The  Company  shall be  entitled  to perform  any of the  obligations
undertaken  by it and to  exercise  any of the  rights  granted to it under this
Agreement  through any other  company  which at the relevant time is its holding
company or  subsidiary  (as  defined by s736 of the  Companies  Act 1985) or the
subsidiary  of any such  holding  company  and any act or  omission  of any such
company  shall for the  purposes  of this  Agreement  be deemed to be the act or
omission of the Company.

     12.02 The Company may assign this Agreement and the rights and  obligations
thereunder.

     12.03 This Agreement is personal to the Distributor,  which (subject to the
provisions of Section  2.05) may not without the written  consent of the Company
whose approval shall not be  unreasonably  withheld,  assign,  mortgage,  charge
(otherwise than by floating  charge) or dispose of any of its rights  hereunder,
or subcontract or otherwise delegate any of its obligations hereunder.

     12.04 Subject as provided in section 4.02,  nothing in this Agreement shall
create,  or be deemed to create,  a partnership or the relationship of principle
and agent or employer and employee between the parties.

     12.05 This Agreement contains the entire agreement between the parties with
respect to the subject matter  thereof,  supersedes all previous  agreements and
understandings between the parties with respect thereto, and may not be modified
except by an instrument in writing signed by the duly authorised representatives
of the parties.

                                       15
<PAGE>

     12.06 Each party acknowledges that,  entering into this Agreement,  it does
not do so on the basis of, and does not rely on, any representation, warranty or
other  provision  except  as  expressly  provided  herein,  and all  conditions,
warranties or other terms  implied by statute or common law are hereby  excluded
to the fullest extent permitted by law.

     12.07 If any  provision  of this  Agreement  is held by any  court or other
competent  authority  to be  void  or  unenforceable  in  whole  or  part,  this
Agreement. shall continue to be valid as to the other provisions thereof and the
remainder of the affected provision.

                     ARTICLE 13. ARBITRATION AND PROPER LAW

     13.01 Any dispute arising out of or in connection with this Agreement shall
be referred to the  arbitration  in London of a single  arbitrator  appointed by
agreement  between  the parties or, in default of  agreement,  nominated  on the
application  of  either  party by the  President  for the time  being of The Law
Society.

     13.02 This Agreement  shall be governed by and construed in all respects in
accordance  with the Laws of  England,  and each  party  hereby  submits  to the
exclusive jurisdiction of the English Courts.

                         ARTICLE 14. NOTICES AND SERVICE

     14.01 Any  notice  or other  information  required  or  authorised  by this
Agreement  to be given by either party to the other may be given by hand or sent
(by  first  class  pre-paid  post,  telex,  cable,   facsimile  transmission  or
comparable means of communication) to the other party at the address referred to
in Section 14.04.

     14.02 Any notice or other  information  given by post  pursuant  to Section
14.01 which is not returned to the sender as undelivered shall be deemed to have
been given on the day after the envelope  containing the same was so posted: and
proof that the envelope  containing any  such notice or information was properly
addressed, pre-paid, registered and posted, and that it has not been so returned
to the  sender,  shall be  sufficient  evidence  that such  notice has been duty
given.

     14.03 Any  notice or other  information  sent by  telex,  cable,  facsimile
transmission or comparable means of  communication  shall be deemed to have been
duly sent on the date of  transmission,  provided that a confirming copy thereof
is sent by first class pre-paid post to the other party at the address  referred
to in Section 14.04 within 24 hours after transmission.

                                       16
<PAGE>

14.04  Service  of any  legal  proceedings  concerning  or  arising  out of this
Agreement  shall be effected by causing the same to be  delivered to the Company
Secretary of the party to be served at its registered  office or to such address
within  England and Wales as may from time to time be notified in writing by the
party concerned.

                           ARTICLE 15. NOTIFICATION.

     15.01 As soon as  practicable  after the  execution,  of this Agreement the
Company shall procure that  particulars  of this Agreement are duly furnished to
the Director  General or Fair Trading in accordance  with the  provisions of the
Restrictive  Trade Practices Act 1976 and accordingly  none of the provisions of
this Agreement other than this provision shall come into force,  and none of the
parties shall give effect thereto, until the day after such step has been taken.

                                   SCHEDULE A

                                      PRICE

                              1117  (pound)  770.00
                              1722  (pound)  820.00
                              2030  (pound) 1637.00
                              3040  (pound) 2346.00
                              4060  (pound) 3011.00
                              4872  (pound) 3406.00

The following  volume  discounts can be applied to each individual order placed.
2-10 units 10%, 11-50 units, 20%, 51-100 units 30%, 100 units+ 40%

                                   SCHEDULE B

                                     SUPPORT

                                      None

                                   SCHEDULE C

                                   TRADE MARKS

                                       17
<PAGE>

                                      none

                                   SCHEDULE D

Provide:

(1) a Customer Warranty similar to that set by the Company's customer commitment
in the U.K. anywhere within the Territory:

"Multiadd Ltd warrants to the user that if this Machine is or becomes  defective
and the defect results from faulty  materials and or workmanship  and not in any
way from accident,  misuse or mishandling by the user or other we shall,  at our
sole option,  repair or replace such defective  machines or part thereof free of
charge on the following basis

A.   In the case of components,  parts and workmanship for a period of 12 months
     from the date of purchase and

B.   provided that the glass screen, poster carriers and fluorescent lamps shall
     be excluded from this warranty.

This warranty is valid in the United Kingdom only and is not  transferable.  For
non UK please refer to your Distributor.

This warranty shall be null and void if the Machine is tampered with, misused or
abused, or if the serial number plate is defaced or removed.

This does not affect your statutory right. " ; and

(2) A Maintenance / Service  Operation  offering  regular  routine visits to any
Product installed anywhere within the Territory.

(3) A 3 (three)  working day  response to a breakdown  call-out  for the Product
anywhere within the Territory.

SIGNED /s/
       .............................
for and on behalf of the Company.

Print Name (illegible)
           .........................

Date 9th December, 1999
     ...............................

SIGNED by: /s/ John Thatch
           .........................
for and on behalf of the Distributor.

Print Name John Thatch, Pres.
           .........................

Date 12-09-99
     ...............................

                                       18