MONEYWORLD MAGAZINE

                          ADVERTISING INSERT AGREEMENT
                         GULF ATLANTIC PUBLISHING INC.

THIS AGREEMENT is made this 7th day of March, 1997, between GULF ATLANTIC
PUBLISHING INC., a Florida corporation (hereinafter "GAP"), and FREDERICK
BREWING COMPANY, (hereinafter the "Client").

                                    RECITALS

1.   The Client wishes to retain GAP for an Insert (AD) in MoneyWorld Magazine.

2.   GAP is willing to provide such services as are more fully described herein.

NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:

1.  Furnishing of Information by Client. The Client shall furnish to GAP
    information about the Client such as copies of disclosure and filing
    materials, financial statements, business plans, promotional information and
    background of the Client's officers and directors ("Information Package").
    The Client understands that the sole purpose for providing GAP with the
    Information Package is for utilization in the preparation of the Ad. GAP is
    not obligated to assess the financial viability of the Client. GAP may rely
    on, and assume the accuracy of the Information Package.

2.  Representations and Warranties of Client. The Client represents that all
    information included in the Information Package furnished to GAP shall
    disclose all material facts and shall not omit any facts necessary to make
    statements made on behalf of the Client not misleading.

3.  Covenants of the Client. The Client covenants and warrants that any
    information submitted for dissemination will be truthful, accurate, in
    compliance with all copyright laws and all other applicable laws and
    regulations and will not be submitted in connection with any improper or
    illegal act or deed.

                                                                       JL    KB
                                                                       -----,---
                                                                        Initials



<PAGE>



4.  Based on the Information Package, GAP will perform the services more
    fully described in Exhibit "A", and follow the procedures outlined below
    4(A), 4(B), and 4(C).

    (a) Preparation of Proofs. GAP shall prepare proofs of the agreed upon
        materials and information, as set for dissemination, for the Client's
        review and approval;

    (b) Correction and Changes of Proofs. GAP shall make all corrections and
        changes that the Client may request.

    (c) Sign Offs. All approvals, corrections and change of proofs by the Client
        shall be signed by a duly authorized representative of the Client. The
        Client hereby designates the individual(s) listed in Exhibit "C" hereof
        as authorized representatives for purposes of this paragraph 4(a), (b)
        and (c); and GAP may rely upon this designation.

5.  Compensation. Refer to Exhibit "B".

6.  It is understood and agreed by the Parties that the above compensation in
    U.S. currency, or free trading shares of the Company, should be paid timely
    upon execution of this Agreement. GAP will retain the option, but is not
    compelled to begin it's performance under this Agreement prior to the
    payment of such compensation in U.S. currency or free trading shares.

7.  Assumption of Liability and Indemnification. The Client assumes and claims
    all responsibility and liability for the content of all information
    disseminated on behalf of the Client which have been approved by Client. The
    Client shall indemnify and hold GAP, its subsidiaries and parent company
    harmless from and against all demands, claims or liability arising for any
    reason due to the context of information disseminated on behalf of the
    Client. This indemnity shall include any costs incurred by GAP including,
    but not limited to, legal fees and expenses incurred both in administrative
    proceedings, at trial and appellate levels, in settlement of claims and
    payment of any judgment against GAP.

8.  Assignment and Delegation. Neither party may assign any rights or delegate
    any duties hereunder without the other party's express prior written
    consent.

                                                                       JL    KB
                                                                       -----,---
                                                                        Initials
                                      -2-

<PAGE>



9.  Entire Agreement. This writing contains the entire agreement of the parties.
    No representations were made or relied upon by either party, other than
    those expressly set forth. Furthermore, the Client understands that GAP
    makes no guarantees, assurances or representations in regard to the results
    of the running of Advertising in its publication MoneyWorld Magazine. No
    agent, employee or other representative of either party is empowered to
    alter any of the above terms, unless done in writing and signed by an
    executive officer of the respective parties.

10. Controlling Law and Venue. This Agreement's validity, interpretation and
    performance shall be controlled by and construed under the laws of the State
    of Florida. The proper venue and jurisdiction shall be the Circuit Court in
    Orange County, Florida.

11. Prevailing Party. In the event of the institution of any legal proceedings
    or litigation, at the trial level or appellate level, with regard to this
    Agreement, the prevailing party shall be entitled to receive from the
    non-prevailing party all costs, reasonable attorney's fees and expenses.

12. Failure to Object not a Waiver. The failure of either party to this
    Agreement to object to, or to take affirmative action with respect to any
    conduct of the other which is in violation of the terms of this Agreement
    shall not be construed as a waiver of the violation or breach, or of any
    future violation, breach or wrongful conduct.

13. Notices. All notices or other documents under this Agreement shall be in
    writing and delivered personally or mailed by certified mail, postage
    prepaid, addressed to the representative or Company as follows:

COMPANY:       GULF ATLANTIC PUBLISHING INC.
               1801 Lee Road, Suite 301
               Winter Park, FL  32789
               Attention:  Joseph H. Landis, President

CLIENT:        FREDERICK BREWING COMPANY
               4607 Wedgewood Blvd.
               Frederick, MD  21703
               Attention:  Kevin E. Brannon, Chairman/CEO
                                                                      JL    KB
                                                                      -----,---
                                                                       Initials
                                                                       
                                      -3-

<PAGE>



14. Headings. Headings in this Agreement are for convenience only and shall not
    be used to interpret or construe its provisions.

15. Time. For all intents and purposes, time is of the essence with this
    Agreement.

16. Agreement Not To Hire. The Client understands and appreciates that GAP has
    invested a tremendous amount of time, energy and expertise in the training
    of its employees to be able to provide the very service that Client desires.
    Client further understands that should an employee be enticed to leave, then
    GAP will be damaged in an amount the parties are incapable of calculating at
    this time. Therefore, the Client agrees not to offer employment to any
    employee or subcontractor of GAP, nor to allow any officer or director of
    Client to offer such employment with Client or any other company with whom
    officers and directors of Client are employed or hold a financial stake for
    a period of three (3) years.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.


BY:  /s/ Joseph H. Landis
--------------------------
Joseph H. Landis
President


BY:  /s/ Kevin E. Brannon
--------------------------
Kevin E. Brannon
Chairman/CEO


                                      -4-




<PAGE>


                            ADVERTISING INSERT ORDER
                                  EXHIBIT "A"

I.  ADVERTISING and PRINTING SERVICES

    A.   MoneyWorld Magazine - Lead Generation mailing (1,000,000 - 1 Million
         print run Total).

               A minimum Eighteen page, four color magazine will be created of
               which:

                       /x/ $ 75,000          Junior Page
                       / / $125,000          2 Page Spread
                       / / $275,000          4 Page Spread

        advertorial will be dedicated to the Client.

        Creative concept, color separations, copy work and printing 1 Million
        Copies Mailed (of which 30,000 copies will be mailed to brokers).

    B.   Growth Industry Report - Four page, follow-up mail piece designed for
         additional informational purposes that is mailed to respondents. A
         total of 7,500 will be printed and mailed to respondents via first
         class mail.

    C.   Lead Tracking Summary maintained for all response leads generated and
         provided.

    D.   Supply Companies with copies of all Inquiries in either, Diskett or
         Labels.

    E.   Supply company in separate Diskett or Labels Broker Inquiries
                                                                       JL    KB
                                                                       -----,---
                                                                        Initials

                                      -1-


<PAGE>


                                  EXHIBIT "B"

                               PAYMENT AGREEMENT

                              made by and between

                           FREDERICK BREWING COMPANY

                                      and

                         GULF ATLANTIC PUBLISHING INC.

THIS AGREEMENT is made this 7th day of March, 1997, and will serve as
confirmation of payment terms for services to be provided FREDERICK BREWING
COMPANY, ("CLIENT") whereby GULF ATLANTIC PUBLISHING INC. ("GAP") has agreed to
perform said services as defined in the "Advertising Insert Only."

                                     TERMS

A. CLIENT will pay to GAP,
     /x/     $ 75,000        Junior Page
     / /     $125,000       2 Page Spread
     / /     $275,000       4 Page Spread

B. This Agreement is subject to compliance with the rules of the Exchanges and
   Securities Commissions on which Client is listed and registered.

C. It is understood and agreed by the Parties that the above compensation in
   U.S. currency, or free trading shares of the Company, should be paid timely
   upon execution of this Agreement. GAP will retain the option, but is not
   compelled to begin it's performance under this Agreement prior to the
   payment of such compensation in U.S. currency or free trading shares.

D. In the event of termination of the Agreement by Client, GAP shall be fully
   released and forever discharged by Client from any further obligations or
   liabilities with respect to the Advertising Insert and any results therefrom,
   save and except liabilities arising from GAP's own negligence during the term
   of this Agreement. Concurrently, Client shall be fully released and forever
   discharged by GAP from any and all obligations of further payments or
   liabilities with respect to the "Advertising Insert." This release in no way
   affects Point #7, Page 2 of the "Advertising Insert."


                                                                       JL    KB
                                                                       -----,---
                                                                        Initials
                                                                       
                                      -1-

<PAGE>


                                   EXHIBIT "B"
                                    continued


E. Shares shall be made free trading through the registration that is mutually
   agreed upon by the Company's attorney and GAP's attorney.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.

BY: /s/ Joseph H. Landis
    ------------------------------
       Joseph H. Landis
       President




BY: /s/ Kevin E. Brannon
    -----------------------------
       Kevin E. Brannon
       Chairman/CEO

                                      -2-

<PAGE>



                                  EXHIBIT "C"

FREDERICK BREWING COMPANY hereby designates the following person or persons to
act on its behalf for purposes of signing off on all copies pursuant to
Paragraph 4 of this Advertising Insert. GAP may rely upon the signature of any
of the following:

/s/ Kevin E. Brannon                              /s/ Kevin E. Brannon
-------------------------------                   -----------------------------
DIRECTOR (Please Sign)                            DIRECTOR (Please Print)



-------------------------------                    ----------------------------
PRESIDENT (Please Sign)                            PRESIDENT (Please Print)



-------------------------------                    ----------------------------
VICE-PRESIDENT (Please Sign)                       VICE-PRESIDENT (Please Print)