Advertising And Media Agreement

EXHIBIT 10.36


Advertising and Media Agreement by and
between the Registrant and Marketing Direct
Concepts, Inc., dated April 1, 1997


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EXHIBIT 10.36


ADVERTISING AND MEDIA AGREEMENT


This ADVERTISING AND MEDIA AGREEMENT ("Agreement") is entered into as of April 1, 1997, by and between Marketing Direct Concepts, a Nevada Corporation located at 333 N. Rancho Suite 900 Las Vegas, NV 89106 (hereinafter referred to as "MDC") and China Resources Development, Inc. a Nevada Corporation located at 23 F, Office Tower, Convention Plaza, 1 Harbour Rd, Wan Chai, Hong Kong (hereinafter referred to as the "Company").


1. PUBLIC RELATIONS CAMPAIGN.


The company hereby engages MDC to design and perform a national financial public relations campaign for the benefit of the Company which shall be comprised of the following two components (collectively, the "Campaign"):


(a) Advertisement in regional and/or national periodical publications
including: (i) inclusion in MDC's proprietary in-flight magazine series
which includes the in-flight magazines of United, Delta, Northwest,
U.S. Air, American and South West; (ii) nationally published magazines
such as Smart Money, Financial World, Golf, Inc., and Worth; (iii)
periodic inclusion of the Company in the MDC Stock Report, a monthly
newsletter authored by MDC focusing upon emerging growth public
companies (collectively, the "Print Media"). The Company shall not
appear in all of the foregoing magazines and MDC reserves the right,
subject to the restrictions set forth in this Agreement, to select in
consultation with the Company the proper combination of Print Media to
be utilized in the Campaign.


(b) MDC will maintain an Internet Web site with current information on the
Company which will be updated upon a written request of the Company
(which shall be no more than twice every 30 days) (the "Internet
Media") This Internet service shall be provided for two years from date
here of, and as compensation MDC will receive the Restricted Securities
as set forth in Exhibit B.


It is agreed that the term of the Campaign shall commence upon execution of this Agreement and shall terminate once the full value of the Campaign is reached as set forth in Exhibit A hereto. However, the term of this Agreement is one year from the date of execution.


In connection with the Campaign, MDC shall provide Company management, distribution, follow-up, and tracking data regarding inquiries from prospective investors to the financial community, including stockbrokers, financial consultants, financial advisors or any other person or persons who are part of MDC's database, who may directly or indirectly want to participate in contacting said prospective investors on behalf of the Company. MDC shall provide the toll free phone number 1-888-STOCKUP (888-786-2587) to prospective investors for inquiries on the Company. The Company shall be responsible for the expense of the inbound telemarketing service; (telephone service only not to exceed $1000.00 per month) MDC shall provide a detailed invoice to the Company monthly, and the Company shall reimburse MDC for the expense of answering incoming calls within 10 days of receipt of such invoice at the rate of $.30 per minute.


Attached hereto as Exhibit A is a description of the financial scope of the Campaign. Attached hereto as Exhibit B is a calculation of the compensation due MDC under this Agreement. Attached hereto as Exhibit C are guidelines for providing material on behalf of Company's advertisements. Attached hereto as Exhibit D is the price list used for calculating the cost of services and advertising provided by MDC on behalf of the Company. Attached hereto as Exhibit E is the description of the Demand Registration Rights provided to MDC by the Company pursuant to paragraph 2 (b) (i)


While the Campaign shall constitute the sole obligation of MDC under this Agreement, the parties understand that MDC may become involved, with the consent of the Company and in the sole discretion of


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MDC, with other components of the Company's financial operations including an introduction to an asset recovery and barter specialist to potentially improve the Company's cash flow. MDC reserves the right to seek separate compensation for this additional service.


2. REPRESENTATIONS, WARRANTIES AND COVENANTS.


(a) MDC. MDC hereby represents, warrants and/or covenants to the
Company as follows:


(i) MDC shall utilize its best efforts to design the Campaign in a
manner most beneficial to the Company, however, it is understood
that MDC makes no representations or warranties regarding the
eventual impact of the Campaign upon the market and price for the
Company's securities.


(ii) MDC shall, at the direction of the Company, prepare copy for
publication based on information provided by the Company. MDC
shall provide the Company with a copy of all Print Media it
intends to utilize; the Company shall have three (3) business
days to approve such Print Media. After the expiration of
(3)three business days, MDC will make a second request for
approval for response due in (24) twenty-four hours. If no
response is received to the second request within (24)
twenty-four hours, then the Company shall be deemed to have
approved such Print Media. It is understood that MDC shall not be
obligated to make an independent investigation of any information
provided by the Company and that MDC shall have the right to rely
exclusively upon the accuracy of statements and documents
provided by the Company to MDC.


(iii) MDC's activities at all times will comply with all applicable
laws.


(iv) MDC has all necessary licenses, permits, etc., to conduct its
affairs and to receive compensation.


(v) MDC is aware of restrictions on the use and publication of
material non-public information.


(b) THE COMPANY. The Company hereby represents, warrants and/or
covenants to MDC that:


(i) The Company agrees that it shall make all payments due under
this Agreement promptly as required by this Agreement. If, during
the term of this Agreement, the Company falls 30 or more days in
arrears on its payments to MDC, then MDC reserves the right to:
(i) immediately suspend the Campaign and (ii) withhold all
prospective investor leads pending timely payment by the Company.
Nothing contained herein shall require MDC to suspend the
Campaign or release the Company to pay its financial obligations
due hereunder. If the Company falls 60 or more days in arrears on
its payments to MDC, then in addition to any and all other rights
granted under applicable laws, MDC shall have the right to demand
registration of the Restricted Securities (or the securities into
which the Restricted Securities may be exercised/converted)
("Demand Registration Rights") as set forth in Exhibit E.


(ii) All information provided by the Company to MDC: (a) shall be
true, complete and accurate in all material respects and (b)
shall not omit information material to the operations of the
Company which is relevant to the advertorial pieces and shall be
disseminated pursuant to a press release provided to the Dow
Jones wire service prior to appearing in any MDC media. (ii) MDC
shall provide a series of guidelines, set forth in Exhibit C
hereto, regarding public disclosure of information and the
Company agrees to comply with such guidelines, as long as such
guidelines do not conflict with any of those provided by the
NASD, SEC or any other regulatory agency. In the event the
Company fails to comply with any of the foregoing


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requirements, then MDC's obligation to conduct the Campaign and
to provide potential investor leads shall be suspended until the
Company is in full compliance. Upon execution of this agreement
the Company shall appoint a company representative who shall be
the sole point of contact with MDC, brokers introduced by MDC and
prospective investors. The Company further represents that the
Company shall provide MDC with an immediate written update in the
event circumstances change causing information provided to MDC to
be materially inaccurate. The Company represents that it shall at
all times, commencing upon the date of this Agreement and
terminating upon the sale of all Restricted Securities by MDC,
comply in all material respects with applicable state and federal
securities laws including, but not limited to (i ) complying with
all notice and filing requirements and (ii) with certification
that the Company is listed in good standings with S & P. It is
understood that the design and implementation of a national media
campaign is an expensive endeavor requiring many months of
advanced planning, thus in the event the Company breaches this
subsection, and such breach shall continue for ten (10) business
days after Company's receipt of written notice of such breach of
MDC, then MDC shall have the following remedies: (a) Demand
Registration Rights; (b) immediate termination of the Campaign;
and (c ) immediate demand for all amounts due under this
Agreement.


(iii) During the first thirty days of this Agreement, at all times
during regular business hours, upon reasonable notice,
representative(s) from MDC will have full access to the books and
records of the Company, provided such documents are "public"
information, in order to insure that the Company is a suitable
client, such determination as to suitability to be made by MDC in
its sole discretion. In the event MDC determines that the Company
is not a suitable client, MDC shall return to the Company all
cash, shares and options issued by the Company to MDC hereunder,
with the exception of reasonable expenses. After the period of
thirty days has expired, the Company will, upon reasonable
notice, allow representative(s) of MDC access to books and
records, provided such documents are public information, for
ongoing consulting purposes. Should, during the term of this
Agreement, MDC determine in its sole discretion that the Company
is an unsuitable client, the Campaign may be immediately
terminated by MDC pursuant to a written notice to the Company. In
the event MDC elects to terminate the Campaign under this
subsection, then: (i) it shall be obligated to return all
unearned cash compensation; (ii) it shall be obligated to return
all unearned Restricted Securities and warrants, on a pro rata
basis calculated by dividing the total number of dollars spent
into the amount designated to be spent as stated in Exhibit A
hereto attached. The amount spent will be determined by adding up
all media, advertising, or other services provided as designated
in Exhibit D hereto attached. Company recognizes all media or
services that have been reserved for placement will also apply
against dollars spent. Upon cancellation MDC will provide proof
of all media and/or services both that have run, and that are
scheduled to run.


(iv) The Company agrees to indemnify and hold harmless MDC and each
of its officers, directors, and agents, employees and controlling
persons (collectively "Indemnified Persons") to the fullest
extent permitted by law, from any and all losses, claims,
damages, expenses (including reasonable fees, disbursements, and
other charges of counsel), actions, proceedings or investigations
(whether formal or informal), or threats thereof (all of the
foregoing being hereinafter referred to as "Liabilities"),
actually incurred by MDC as the proximate result of the Company
providing MDC inaccurate and false information. In connection
with the Company's obligation to indemnify for expenses as set
forth above the Company further agrees to reimburse each
Indemnified Person for all expenses (including reasonable fees,
disbursements and charges of counsel) as they are incurred by
such Indemnified Person. In order to provide for just and
equitable contribution in any case in which any person entitled
to indemnification hereunder makes claim for indemnification
pursuant hereto but it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction
and expiration of time to appeal or the denial of the last right
of appeal) that such


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indemnification may not be enforced in such case notwithstanding
the fact that this Section provided for indemnification, then and
in each such case the Company and MDC shall contribute to the
aggregate losses, claims, damages or liabilities to which they
may be subject (after any contribution from others) in such
proportion taking into consideration the relative benefits
received by each party in connection with this Agreement, the
parties' relative knowledge and access to information concerning
the matter with respect to which the claim was assessed, the
opportunity to correct and present any statement or omission and
other equitable considerations appropriate under the
circumstances; and provided, that, in any such case, no person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities and Exchange Act of 1934) shall
be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.


(v) The Company agrees to the following: (i) MDC shall be notified
(30) thirty business days prior to the commencement of any equity
or debt raised by the Company; provided, however, the Company
shall not sell any securities pursuant to Regulation S of the
Securities Act ...