SHOPPERS ADVANTAGE INC.

PROMOTING, ADVERTISING AND SELLING TO NATIONAL BRAND MANUFACTURERS, PARTICIPATION IN A CONSUMERS ASSOCIATION TO ENCOURAGE THE SALE OF NATIONAL BRAND PRODUCTS TO CONSUMERS; PROMOTION AND ADVERTISING OF AN ASSOCIATION TO ENCOURAGE SALE OF NATIONAL BRAND PRODUCTS TO CONSUMERS BY DIRECT MAIL AND THROUGH THE MEDIA TO CONSUMERS; PUBLICATION AND CIRCULATION OF A CATALOGUE TO ASSOCIATION MEMBERS OF MERCHANDISE OBTAINABLE BY REDEMPTION OF PROOF OF PURCHASE COUPONS