ADMINISTRATION AND MARKETING SERVICES AGREEMENT

ADMINISTRATION AND MARKETING SERVICES AGREEMENT (this "Agreement"), dated as of March 22, 2002 and effective as of April 1, 2002 by and between GARCIA BALDWIN, INC. d/b/a MARKET VISION ("Market Vision") and INMARK SERVICES, INC. ("Inmark").

RECITALS

WHEREAS, Market Vision and Inmark desire to enter into an arrangement whereby Inmark provides Market Vision with administrative, accounting, financial, marketing and project support services upon the terms set forth in this Agreement.

WHEREAS, it is the intention of the parties to assure that each such party shall maintain sole discretion and authority over decisions as to corporate and operational polices pertaining to their individual entities and accordingly the services provided by Inmark as set forth in the Agreement are to be construed to comply and conform with such intention and neither party shall be entitled to contract or make commitments on behalf of the other party.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto agree as follows:

1. ADMINISTRATIVE, ACCOUNTING AND FINANCIAL SERVICES. During the term of this Agreement, Inmark for and on behalf of and in the name of Market Vision shall

(i) process and record all of Market Vision's financial and accounting transactions;

(ii) maintain all related books and records; and

(iii) prepare monthly financial statements, aged accounts receivable and payable statements, work in process status reports and bank account reconciliations;

1.1. Financial statements shall be prepared in accordance with generally accepted accounting standards and practices.

1.2. Inmark shall submit monthly financial statements and reports to Market Vision within forty-five days subsequent to each respective month end.

1.3. It is further agreed and understood that the aforementioned services exclude the preparation of Market Vision's corporate income tax returns. Market Vision shall engage its own designated tax return preparer and, to the extent required, independent accountants to audit and report on Market Vision's financial statements and Market Vision shall solely bear the respective costs thereof.

2. MARKETING AND PROJECT SUPPORT SERVICES. During the term of this Agreement, Inmark shall

(i) assist Market Vision in the selling of Market Vision's services; and

(ii) provide contract administration and related project support services for Market Vision client engagements, from inception of such engagements through their completion.

2.1. In providing the aforementioned services, in addition to the utilization of Inmark's facilities and other support personnel as may be reasonably required, Inmark shall dedicate, and allocate the time thereof, of specific personnel to Market Vision as follows:

SERVICES FEE

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