Marketing Agreement

CONTINENTAL CAPITAL & EQUITY CORPORATION


195 Wekiva Springs Road
Suite 2000 Longwood, Florida 32779 Phone: (407) 682-2001 Fax: (407) 682-2544


MARKET ACCESS PROGRAM
MARKETING AGREEMENT


THIS AGREEMENT (the "Agreement") made and entered into this 10th day of May, 1999, by and between CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 195 Wekiva Springs Road, Suite 200, Longwood, FL 32779 (hereinafter referred to as "CCEC,") and FIBERCHEM, INC. located at 1181 Grier Drive, Building B, Las Vegas, Nevada 89119, (hereinafter referred to as "Company.")


WITNESSETH: For and consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:


1. EMPLOYMENT. Company hereby hires and employs CCEC as an independent contractor; and CCEC does hereby accept its position as an independent contractor to the Company upon the terms and conditions hereinafter set forth.


2. TERM. The term of this Agreement shall be for 9 months.


3. DUTIES AND OBLIGATIONS OF CCEC. CCEC shall have the following duties and obligations under this Agreement:
3.1 Establish a financial public relations methodology designed to increase awareness of the Company within the investment community.
3.2 Assist the Company in the implementation of its business plan and in accurately disseminating information to the marketplace, which information has been provided by the Company.
3.3 To expose the Company to a broad network of active retail brokers, financial analysts, institutional fund managers, private investors and active financial newsletter writers.
3.4 Prepare Company due diligence reports, corporate profile and fact sheets.
3.5 Conduct a tele-marketing campaign to the investment community and brokerage community and conduct tele-conferences with a CCEC moderator, Company executive(s), and brokers, financial analysts, fund managers and the like.
3.6 Feature the Company's corporate profile or fact sheet on CCEC's web site(s).
3.7 Fax broadcast press releases, broker updates, Company newsletters to brokers, institutional fund managers, financial analysts, and accredited investors.
3.8 E-mail press releases, corporate announcements, broker updates, Company news developments to a targeted e-mail database of brokers, institutional fund managers, financial analysts, and accredited investors.
3.9 The duties and obligations of CCEC as outlined above shall be performed at CCEC's sole discretion until such time as Company has satisfied compensation requirements as outlined in sections 4.1, 4.2 and 4.3.


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INITIAL-Company INITIAL-CCEC


ALL OF THE FOREGOING CCEC PREPARED DOCUMENTATION CONCERNING THE COMPANY, INCLUDING, BUT NOT LIMITED TO, DUE DILIGENCE REPORTS, CORPORATE PROFILE, FACT SHEETS, AND QUARTERLY NEWSLETTERS, SHALL BE PREPARED BY CCEC FROM MATERIALS SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED BY THE COMPANY PRIOR TO DISSEMINATION BY CCEC.


4. CCEC'S COMPENSATION. Upon the execution of this Agreement, Company hereby covenants and agrees to pay CCEC as follows:
4.1 Nine hundred ninety nine thousand (999,000) restricted shares payable upon execution of this agreement. Said shares shall be registered for free trade status by Company immediately upon execution of this Agreement and Company agrees that the registration of these shares will be effective within ninety days of the execution of this Agreement, otherwise Company agrees to pay CCEC a cash penalty of $10,000 per month or partial month that such registration is not effective, unless such failure is beyond the reasonable control of the company.
4.2 In addition, CCEC has the option to purchase six hundred thousand (600,000) shares of the Company's common stock as follows: 200,000 shares of the Company's common stock @ $0.18; 200,000 shares of the Company's common stock @ $0.50; 200,000 shares of the Company's common stock @ $1.00. The Company agrees to issue CCEC piggyback registration rights for the common shares underlying the options or warrants listed above within a 90 day period from the date of execution of this Agreement, otherwise the Company agrees to pay CCEC a cash penalty of $10,000 per month or partial month that such registration is not effective, unless such failure is beyond the reasonable control of the company. The term of the options or warrants shall expire 36 months from the day the Registration Statement registering the underlying shares of the option or warrant is deemed effective. The Company agrees to issue piggy-back registration rights to the Common Shares referenced above for resale by CCEC pursuant to its filing of an SEC Registration Statement on Form S-3, or such other applicable form as may be appropriate.
4.3 CCEC recognizes that the acquisition of Company shares involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company; (ii) they may not be able to liquidate their investment; (iii) transferability of the shares is extremely limited; and (iv) CCEC could suffer the loss of their entire investment.


5. CCEC'S EXPENSES AND COSTS. Company shall pay all reasonable costs and expenses incurred by CCEC, its directors, officers, employees and agents, in carrying out its duties and obligations pursuant to the provisions of this Agreement, excluding CCEC's general and administrative expenses and costs, but including and not limited to the following costs and expenses; provided all costs and expense items in excess of $500.00 (Five Hundred U.S. Dollars) must be approved by the Company in writing prior to CCEC's incurrence of the same:


5.1 Travel expenses, including but not limited to transportation, lodging and food expenses, when such travel is conducted on behalf of the Company.
5.2 Seminars, expositions, money and investment shows.
5.3 Radio and television time and print media advertising costs, when applicable.
5.4 ...