Advertising Agency Agreement - The Publishing Co. of North America and McCann-Erickson Southwest


                            MCCANN-ERICKSON SOUTHWEST

June 1, 2000

Mr. Peter S. Balise
President & CEO
The Publishing Company of North America
186 P.C.N.A. Parkway
Lake Helen, Florida 32744

Dear Peter:

We are delighted to have been chosen the advertising agency for your
Attorneys.com venture. We are anxious to get started and we are sending this
letter of agreement for the project we discussed.

Scope of Work
-------------
McCann-Erickson will provide the following services:

     1.  Develop a communications strategy, including the proprietary
         McCann-Erickson strategic tools - the Brand Footprint(TM)and Selling
         Strategy(TM).

     2.  Explore multiple creative avenues, including a spokesperson and assist
         in hiring spokesperson and creating storyboards should one be selected.

     3.  Upon agreement to a creative direction, write and produce the TV and
         radio commercials including billboard advertising if appropriate.

     4.  Design a media kit template, including some inexpensive packaging and
         some blank letterhead to be used for enclosures

     5.  Design identity package

     6.  Create a CD ROM that will include a filmed introduction, the TV spots
         and a filmed conclusion

     7.  Design a logo/identity package

     8.  Attorneys.com shall have the right to select all outside vendors
         including a director and post-production personnel

FEES
The manpower fee to deliver the above services is $512,206. We are willing to
accept 33% or $169,028 in PCNA unregistered common stock ( the "Stock") with
piggy-back registration rights, and $343,557 in cash. The Stock will be earned
in three equal, consecutive monthly payments, beginning June 30, 2000. The
number of shares of Stock shall be determined based upon the average of the
daily closing prices as reported by Nasdaq for the month then ended, less a 20%
discount. The unregistered shares of Stock shall have piggyback registration
rights as specified in Exhibit A.

o    Please understand that the fees cover only agency time; all out-of-pocket
     costs will be billed to you at cost.

o    The fee has been discounted to accommodate your request to keep startup
     costs low. We offer this discount because we will be conducting the media
     planning and placement for a period of one year 


     after the creative is completed. Should you decide to use a firm other than
     McCann-Erickson to plan or place media, during the one-year period after
     the creative is completed, there will be an additional fee charged of
     $200,000. McCann-Erickson's media fees will be within industry standards.
     Further, if for some reason you were not to place media, this fee would not
     be charged.

TERMS

     o   All fees must be paid in advance of work commencing.

     o   Out-of-pocket costs will be paid on the vendor's terms. It has been our
         experience that most expect dot.coms to pay cash in advance, and in
         television production, pre-payment is standard practice for all
         clients.

     o   Out-of-pocket costs will be estimated and presented for approval before
         work commences. No out-of-pocket costs will be assessed without
         approval.

     o   This project is expected to take no more than three months to complete.

I hope you find these fees and terms agreeable. If you do, please sign the
document as indicated below. If you have any questions or issues, please call me
as soon as possible to resolve. As media becomes a more immediate issue, we will
look to create a more ongoing, long-term agreement between our two companies.


We are thrilled to be working with you and anxious to get started. Thank you for
selecting us as your agency. I assure you that Attorneys.com will get the best
of what we have to offer.


Best regards,

/s/ Mark Denesuk           
--------------------------
Mark Denesuk
Executive Vice President
General Manager



Terms Accepted:

/s/ Peter S. Balise                         
--------------------------
Peter Balise
President & CEO
The Publishing Company of North America


                          REGISTRATION RIGHTS AGREEMENT


         This Agreement is entered into as of this 1st day of June, 2000 by and
between The Publishing Company of North America, Inc., a Florida corporation
(the "Company") and McCann-Erickson Southwest ("Holder").

         WHEREAS, Holder has agreed tp perform corporate and investor relations
services and agreed to receive common stock of the Company (the "Common Stock")
pursuant to that certain agreement (the "Agreement") by and between the Company
and the Holder as of June 1, 2000; and

         WHEREAS, the Company has agreed to grant Holder piggyback registration
rights with respect to the Common Stock purchased.

         NOW, THEREFORE, in consideration of the Holder's execution of the
Agreement, the Company agrees as follows:

         1.       Definitions.

                   In addition to terms defined herein, the following
definitions apply:

                  a.     The terms "REGISTER", "REGISTERED"and "REGISTRATION"
                         refer to a registration effected by preparing and
                         filing a registration statement in compliance with
                         the Securities Act of 1933, and the declaration or
                         order of the effectiveness of such registration
                         statement.

                  b.     The term  "REGISTRABLE  SECURITIES"  means the  shares 
                         of  common  stock of the  Company owned by Holder .

                  c.     The term "SECURITIES ACT" means the Securities Act of 
                         1933, as amended.

         2.        Company Registration.

                  a.       PIGGYBACK. If at any time or from time to time, the
                           Company shall decide to register any of its Common
                           Stock, either for its own account or the account of a
                           security holder or holders, in a registration
                           statement covering the sale of Company's Common Stock
                           under the Securities Act, the Company will: (1)
                           promptly give to Holder written notice thereof (which
                           shall include a list of the jurisdictions in which
                           the Company intends to attempt to qualify such Common
                           Stock under the applicable blue sky or other state
                           securities laws if the Common Stock is not a "covered
                           security" within the meaning of the National
                           Securities Markets Improvement Act of 1996); and (2)
                           include in such registration statement (and any
                           related qualification under blue sky laws) all the
                           Registrable Securities specified in a written
                           request, made within 30 days after receipt of such
                           written notice from the Company, except as set forth
                           in Section 2 b. below.



                  b.       UNDERWRITING. In the event that the registration
                           statement filed pursuant to Section 2 shall be for an
                           underwritten public offering, the right of Holder to
                           registration pursuant to Section 2 shall be
                           conditioned upon the Holder's participation in the
                           underwriting and the inclusion of such Holder's
                           Registrable Securities in the underwriting to the
                           extent provided herein. The Holder proposing to
                           distribute its Common Stock through such underwriting
                           shall (together with the Company and any shareholders
                           distributing their Common Stock through such
                           underwriting) enter into an underwriting agreement in
                           customary form with the managing underwriter or
                           underwriters selected for such underwriting by the
                           Company. Notwithstanding any other provision of this
                           Section 2, if the managing underwriter determines
                           that marketing factors require a limitation of the
                           number of shares to be underwritten, the managing
                           underwriter may limit the number of Registrable
                           Securities to be included in the registration and
                           underwriting, or may exclude the Registrable
                           Securities entirely from such registration and
                           underwriting. The Company shall so advise the Holder
                           and the number of shares of Registrable Securities
                           that may be included in the registration and
                           underwriting shall be allocated among the Holder and
                           any other selling shareholders in proportion
                           (excluding warrants or their equivalent issued to the
                           underwriter of a registered public offering which may
                           be included in their entirety), as nearly as
                           practicable, to the respective amounts of securities
                           entitled to inclusion in such registration held by
                           the Holder and such selling shareholders at the time
                           of filing the registration statement. If the
                           Registrable Securities are excluded, no securities
                           may be sold for the account of any shareholders or
                           securityholders. If the Holder disapproves of the
                           terms of any such underwriting, it may elect to
                           withdraw therefrom by written notice to the Company
                           and the underwriter. Any Registrable Securities
                           excluded or withdrawn from such underwriting shall
                           not be transferred in a public distribution prior to
                           90 days after the effective date of the registration
                           statement relating thereto.

         3.       Expenses of Registration. Except as provided herein, the
                  Company shall pay all expenses incurred in connection with a
                  registration pursuant to Section 2 hereof. Expenses incurred
                  in connection with any registration or qualification pursuant
                  to this Agreement include, without limitation, all
                  registration, filing, and qualification fees, printing
                  expenses, fees and disbursements of counsel for the Company,
                  and expenses of any special audits incidental to or required
                  by such registration; provided, however, that such expenses
                  shall not include fees of legal counsel to the Holder, selling
                  expenses of the Holder, or underwriting fees, discounts, or
                  commissions relating to Registrable Securities.

         4.       Registration Procedures. In the case of each registration or
                  qualification effected by the Company pursuant to this
                  Agreement, the Company will keep Holder advised in writing as
                  to the initiation of each registration or qualification and as
                  to the completion thereof. The Company will use its best
                  efforts to:


                  a.       keep such registration and qualification effective
                           for a period of 60 days or until the Holder has
                           completed the distribution described in the
                           registration statement relating thereto, whichever
                           first occurs; and

                  b.       furnish such number of prospectuses and other
                           documents incident thereto as Holder from time to
                           time may reasonably request.

         5.       Indemnification.

                  a.       The Company will indemnify Holder, each of the
                           Holder's officers and directors, and each person
                           controlling such Holder, with respect to such
                           registration or qualification effected pursuant to
                           this Agreement, and each underwriter, if any, and
                           each person who controls any underwriter of the
                           Registrable Securities held by or issuable to Holder,
                           against all claims, losses, damages, and liabilities
                           (or actions in respect thereto) arising out of or
                           based on any untrue statement or alleged untrue
                           statement of a material fact ("Untrue Statement")
                           contained in any prospectus, offering circular or
                           other document (including any related registration
                           statement, notification or the like) incident to any
                           such registrations or qualification, or based on any
                           omission or alleged omission to state therein a
                           material fact required to be stated therein or
                           necessary to make the statements therein not
                           misleading ("Omission"), and will reimburse Holder,
                           each of the Holder's officers and directors, and each
                           person controlling Holder, each such underwriter and
                           each person who controls any such underwriter, for
                           any legal and any other expenses reasonably incurred
                           in connection with investigating or defending any
                           such claim, loss, damage, liability or action.
                           Provided, however, the Company will not be liable in
                           any such case to the extent that any such claim,
                           loss, damage or liability arises out of or is based
                           on (i) any Untrue Statement or Omission based upon
                           written information furnished to the Company by an
                           instrument duly executed by Holder or an underwriter
                           specifically for use therein, (ii) failure to
                           register or qualify the Common Stock under any state
                           securities law or (iii) the failure of an
                           underwriter, broker-dealer sales or agent to be
                           registered under any state securities laws (clauses
                           (i), (ii) and (iii) are collectively, the "Excluded
                           Provisions").

                  b.       Holder will, if Registrable Securities held by or
                           issuable to such Holder are included in the Common
                           Stock as to which such registration or qualification,
                           is being effected, indemnify the Company, each of its
                           directors and officers who sign such registration
                           statement, each underwriter, if any, of the Company's
                           Common Stock covered by such a registration
                           statement, and each person who controls the Company
                           and each underwriter within the meaning of the
                           Securities Act, against all claims, losses, damages
                           and liabilities (or actions in respect thereof)
                           arising out of or based on any Excluded Provisions.

                  c.       Each party entitled to indemnification under this
                           Section 5 (the "Indemnified Party") shall give notice
                           to the party required to provide indemnification (the
                           "Indemnifying Party") promptly after such Indemnified
                           Party has actual knowledge of any claim as 


                           to which indemnity may be sought and shall permit the
                           Indemnifying Party to assume the defense of any such
                           claim or any litigation resulting therefrom, provided
                           that counsel for the Indemnifying Party, who shall
                           conduct the defense of such claim or litigation,
                           shall be approved by the Indemnified Party (whose
                           approval shall not be unreasonably withheld), and the
                           Indemnified Party may participate in such defense at
                           such party's expense. No Indemnifying Party, in the
                           defense of any such claim or litigation, shall,
                           except with the consent of the Indemnified Party,
                           consent to entry of any judgment or enter into any
                           settlement which does not include as an unconditional
                           term thereof the giving by the claimant or plaintiff
                           to such Indemnified Party of a release from all
                           liability in respect to such claim or litigation. If
                           the Indemnified Party fails to execute a release or
                           other settlement agreement under circumstances where
                           all of the conditions of the preceding sentence have
                           been met, the Indemnifying Party shall have no
                           further obligation to the Indemnified Party pursuant
                           to this Agreement or otherwise.

         6.       Information by Holder. The Holder of Registrable Securities
                  included in any registration shall (i) furnish to the Company
                  such written information regarding such Holder and the
                  distribution proposed by such Holder as the Company may
                  request in writing and as shall be required in connection with
                  any registration, qualification, or compliance referred to in
                  this section, and (ii) execute an agreement in customary form
                  as to compliance with Regulation M promulgated under the
                  Securities Exchange Act of 1934.

         7.       Rule 144 Reporting. With a view to making available to the
                  Holder the benefits of certain rules and regulations of the
                  Securities and Exchange Commission (the "SEC") which may
                  permit the sale of the Registrable Securities to the public
                  without registration, the Company agrees when required by law
                  to:

                  a.       Make and keep public information available as those
                           terms are understood and defined in SEC Rule 144;

                  b.       Use its best efforts to file with the SEC in a timely
                           manner all reports and other documents required of
                           the Company under the Securities Act and the
                           Securities Exchange Act of 1934;

                  c.       So long as you own Registrable Securities to furnish
                           to Holder forthwith upon its request a written
                           statement by the Company as to its compliance with
                           the reporting requirements of said Rule 144 and of
                           the Securities Act and the Securities Exchange Act of
                           1934, a copy of the most recent annual or quarterly
                           report of the Company, and such other reports and
                           documents so filed by the Company as you may
                           reasonably request in availing itself of any rule or
                           regulation of the SEC allowing it to sell any such
                           securities without registration.

         8.       Assignability. This Agreement shall be binding upon and inure
                  to the benefit of the respective successors and assigns of the
                  parties hereto.



         9.       Governing Law. This Agreement and any dispute, disagreement,
                  or issue of construction or interpretation arising hereunder
                  whether relating to its execution, its validity, the
                  obligations provided herein or performance shall be governed
                  or interpreted according to the internal laws of the State of
                  Florida without regard to choice of law considerations.

         10.       Amendment. Any modification, amendment or waiver of this
                  Agreement or any provisions hereof shall be in writing and
                  executed by the Company and Holder.

         11.      Conflict. In the event of any conflict between the terms of
                  this Agreement and any other agreement describing the
                  registration rights, the terms of this Agreement shall
                  control.


         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
day and year first above written.

                                                The Publishing Company of
                                                North America, Inc.


/s/ James M. Koller                             By:  /s/ Peter S. Balise        
-------------------------                       --------------------------------
                                                Peter S. Balise, President

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                                                McCann-Erickson Southwest

/s/ Carolyn Reber                               By:  /s/ Mark Denesuk           
-------------------------                       --------------------------------
                                                Authorized Signature

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