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ARXA International Energy Inc. June 4, 1998 L. Craig Ford110 Cypress Station Dr. #280Houston, TX 77090 This is a seven month Agreement and Understanding between ARXA INTERNATIONAL ENERGY INC. and International Buying Power Corporation. We propose to do the following: 1) Disseminate a one page "highlighter" by fax and operate an intense telemarketing follow-up campaign to new brokers. We would target these brokers primarily instead of those already contacted previously. There will be 10A/E's on the phone daily. 2) Use an extensive mass faxing program to reach thousands of new brokers in a very short time. This creates an instant audience of informed brokers. Follow up calls will turn at least 20% of them into supporters. 3) Use a mass lead faxing program to brokers, of high net worth individuals who have been identified as stock buyers by Investors Business Daily, Barrons and other sources including specific leads from the Company. This builds immediate relief support and incentive for brokers who work the stock through an "Investor Lead Generation Program". 4) We will seek to make ARXA INTERNATIONAL ENERGY INC. its products and financial prospects known not only to individual retail stockbrokers, but also broker-dealers, market makers and other members of the financial community. International Buying Power Corporation, in providing the foregoing services, shall be responsible for all costs incurred except company will be responsible for mailing out due diligence requests. Your cost in expense fees will be as follows: $15,000 worth of free-trading common stock or cash or a combination of both upon signing contract. $15,000 worth of free-trading common stock or cash or a combination of both on 2nd contract month and 3rd contract month. $10,000 worth of free-trading common stock or cash or a combination of both on 4th contract month, 5th contract month and 6th contract month. In addition we will initiate an option program beginning month 4 as proposed below. This contract can be renewed upon completion.Page Two of Proposal ------------------------------------------------------------------------------- QUANTITY OPTION PRICE TOTAL $ TO COMPANY -------- ------------ ------------------ 200,000 .75 150,000 150,000 1.00 150,000 120,000 1.25 150,000 100,000 1.50 150,000 ------- ------- 570,000 600,000 One of the major challenges posed to a company requiring equity financing to fund that growth is lack of sufficient market capitalization. First, International Buying Power Corporation increases distribution and retail volume which results in INCREASED MARKET CAPITALIZATION. Through our database of 50,000 stockbrokers targeted to buy stock (preferably retail), we feel that a goal of bringing in supportive buying on a daily basis is realistic. Depending on the company's revenue growth, International Buying Power Corporation would determine the goals for a realistic price of the stock value and set those standards for over a 3 month contract which would be negotiable at the end of 3 months. You will gain a proper and orderly retail market for your stock. This program, as outlined, affords you the greatest coverage in developing broker interest and higher market capitalization with a support database of stockbrokers who take positions in your company's stock and increase volume. The bottom line is volume. In order to create a database of stockbrokers who turn around and create a database of investors for any stock, it takes 1) manpower, 2) an accomplished database of trusted stockbrokers who support undervalued companies, 3) a team of investor relations people who are not order takers or clerks, 4) professionals who know the capital markets, 5) the guys who write the tickets and 6) constant energy on the phones and faxes daily, 8 hours a day. THAT'S WHAT IT TAKES! WE ACCOMPLISH ALL THAT AND MORE.* --------------------------- ------------------------ Terry Ritchie Charles T. Tamburello CEO VP Trading/Sales International Buying Power Corp. International Buying Power Corp. ---------------------------L. Craig FordARXA International Energy Inc. |