Financial Public Relations Services Agreement - The Publishing Co. of North America Inc. and Interwest Associates


                  FINANCIAL PUBLIC RELATIONS SERVICES AGREEMENT

         This Financial Public Relations Services Agreement ('Agreement') is
made as of the 8th day of July, 1999, by and between THE PUBLISHING COMPANY OF
NORTH AMERICA, INC. 186 PCNA PARKWAY, LAKE HELEN, FL 32744, a Florida
corporation hereinafter referred to as 'PCNA' or 'Client,' and INTERWEST
ASSOCIATES, 10 IMA LOA COURT, SUITE 1000, NEWPORT BEACH, CA 92663 hereinafter
referred to as 'ITWA'.

HEREAFTER, the Client and ITWA are referred to collectively as 'Parties' and
singularly as 'Party'.

         R E C I T A L S
         - - - - - - - -

         A.   The Client is a leader in the publishing of city, county and state
              bar association print directories throughout the United States and
              selling advertising in those directories. The Client is embarking
              upon a new Internet business direction featuring a legal portal, a
              legal superstore, and an online vendor directory.

         B.   The Client seeks assistance in communicating with the
              broker-dealer and investment community, and desires to increase
              the awareness of its common stock prospects among high producing
              retail stockbrokers, market makers, small/micro-cap fund managers
              and securities analysts.

         C.   ITWA specializes in providing public and investor relations
              services to assist companies in establishing and maintaining good
              relationships with brokerage firms, and in communicating
              effectively with investors, shareholders, market makers,
              securities analysts and others in the investment community.

         D.   The Client desires to engage ITWA to provide services in
              connection with the financial public relations needs of PCNA.

         THEREFORE, the Client hereby engages the services of ITWA and in
consideration of the mutual pledge herein contained, the parties hereby agree as
follows:

1.   TERM. This Agreement shall commence on the date first above written and
     shall continue until a date twelve (12) months after the date of this
     Agreement unless extended by mutual written agreement of the parties to
     this Agreement. ITWA has the right to terminate this Agreement in its sole
     discretion if Client violates or proposes to violate any applicable federal
     or state law, rule or regulation. PCNA may also terminate this Agreement in
     its sole discretion. ITWA may terminate this Agreement with prior 30-day
     notice in the event that the client should fail to compensate ITWA any or
     part of the compensation set forth in Section 5 of this Agreement. ITWA may
     terminate Agreement if the payment has not been received by the Client, as
     specified under Section 5 of this Agreement, within fifteen (15) days from
     the date the payment is due.

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2.   SERVICES. ITWA shall provide consulting services to PCNA in connection with
     the establishment of good relations by PCNA with the investment community,
     which include the following services:

     (a)  Develop, implement and maintain an ongoing stock market support system
          with the general objective of expanding stockbroker awareness of PCNA
          activities, and hence to generate interest in PCNA's stock.

     (b)  Develop, implement and maintain a system to keep existing stockholders
          informed with regards to PCNA's activities and potential, build a
          national network of stockbrokers who are informed about and interested
          in PCNA, and develop leads for select brokers to assist them in their
          marketing of PCNA's stock.

     (c)  Seek to obtain market makers for PCNA's stock.

     (d)  Seek to obtain analyst coverage and reports with respect to PCNA and
          its business, including follow-up coverage when applicable.

         Services provided by ITWA are hereby acknowledged by the parties to
this Agreement to be limited to those specified herein and are not intended to
include any securities brokerage services.

3.   USE OF AGENTS OR ASSISTANTS. To the extent reasonably necessary to enable
     ITWA to perform its duties as set forth in Section 2 hereunder, ITWA shall
     be authorized to engage the services of any agent which it deems proper,
     and it may further employ, engage, or retain the services of such other
     persons or corporations ('Agents') to aid or assist it in the proper
     performance of its duties. Any Agents engaged by ITWA shall be subject to
     all of the restrictions imposed upon ITWA by this Agreement, and ITWA shall
     use its best efforts to ensure that any Agents are bound by the
     restrictions.

4.   NO GUARANTEE. Nothing in this Agreement or in the ITWA statements to PCNA
     will be construed as a guarantee regarding the outcome of PCNA's future
     common stock price. ITWA makes no such promises or guarantees. ITWA's
     comments regarding the business and future prospects of PCNA, if any, are
     expressions of opinion only and are not intended for sale or solicitation
     of securities. All opinions and estimates included within any ITWA
     literature are for information purposes only and are not intended as an
     offer or solicitation with respect to the purchase or sale of any security.
     ITWA must comply with SEC guidelines with respect to being compensated for
     any financial marketing of PCNA's stock including Section 17(b) of the
     Securities Act of 1933.

5.   COMPENSATION AND EXPENSE REIMBURSEMENTS. In consideration for its services
     pursuant to this Agreement, ITWA shall receive the following compensation
     and expense reimbursements:

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     (a)  CASH
          The Client will pay to ITWA a fee equal to $6,000 upon the execution
          of this Agreement by both parties hereto, $5,000 on the 8th day of
          each month for the following two (2) months thereafter, and $3,000 for
          the next nine (9) months, for a total of twelve (12) months.

     (b)  WARRANTS
          As additional compensation, PCNA irrevocably grants to ITWA warrants
          to purchase 225,000 shares of its common stock (the 'Warrants'), fully
          vested and immediately exercisable at the prices listed below and
          until the expiration dates listed below. The shares underlying the
          Warrants shall be subject to restriction from sale, pledge, or
          hypothecation for periods of time described below (a 'Lock-up'), after
          which the shares underlying the Warrants shall be freely salable or
          otherwise tradable.

          No. of            Exercise          Lock-up on            Warrants
          Warrants          Price             sales until           expire after
          ----------------------------------------------------------------------
          25,000            $1.6875                   N/A           Jan. 7, 2001
          25,000            $2.5000          Aug. 8, 1999           Feb. 7, 2001
          25,000            $3.0000         Sept. 8, 1999           Mar. 7, 2001
          16,667            $3.5000          Oct. 8, 1999           Apr. 7, 2001
          16,667            $4.0000          Nov. 8, 1999           May  7, 2001
          16,667            $4.5000          Dec. 8, 1999           June 7, 2001
          16,667            $5.0000          Jan. 8, 2000           July 7, 2001
          16,667            $5.5000          Feb. 8, 2000           Aug. 7, 2001
          16,667            $6.0000          Mar. 8, 2000           Sep. 7, 2001
          16,667            $6.5000          Apr. 8, 2000           Oct. 7, 2001
          16,667            $7.0000          May. 8, 2000           Nov. 7, 2001
          16,664            $7.5000          June 8, 2000           Dec. 7, 2001

         (i)  Protection Against Dilution. If all or any portion of the Warrants
              are exercised subsequent to the occurrence of any stock dividend,
              stock split, combination or exchange of shares, reclassification
              or recapitalization of the Company's common stock, reorganization
              of the Company, consolidation with or merger into or sale or
              conveyance of all or substantially all of the Company's assets to
              another corporation or any other similar event, the holder of the
              Warrants exercising any shall receive, upon exercise of such
              Warrant at the exercise price, the aggregate number and class of
              shares which such holder would have received if the Warrant had
              been exercised immediately prior to such or exchange of shares,
              reorganization, consolidation, merger or sale or in the event of a
              stock dividend, stock split combination or recapitalization, the
              exercise price and the number of shares issuable upon exercise
              shall be proportionately adjusted.

         (ii) As soon as practicable, PCNA shall at its sole cost, except any
              counsel fees of ITWA, file a registration statement on Form S-3,
              or other available form, covering the public sale of the shares of
              common stock issuable upon exercise of the Warrants (the
              'Registerable Securities') and use its best efforts to have it
              declared effective with the Securities and Exchange Commission.

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         (iii)PCNA shall also:

                  (A)   Supply to ITWA two (2) executed copies of each
                        registration statement and a reasonable number of
                        copies of the final prospectus in conformity with
                        requirements of the Securities Act of 1933 (the
                        'Act') and the Rules and Regulations promulgated
                        thereunder and such other documents as ITWA shall
                        reasonably request.

                  (B)   Use its best efforts to cause the Registerable
                        Securities to be available to be sold in the State of
                        New York and registered or qualified under such other
                        securities acts or blue sky laws of such
                        jurisdictions as ITWA shall reasonably request as
                        long as such jurisdictions do not exercise a 'merit
                        review' of the offering and do any and all other acts
                        and things which may be necessary or advisable to
                        enable ITWA to consummate such proposed sale or other
                        disposition of the Registerable Securities in any
                        such jurisdiction; provided, however, that in no
                        event shall PCNA be obligated, in connection
                        therewith, to qualify to do business or to file a
                        general consent to service of process in any
                        jurisdiction where it shall not then be qualified.

                  (C)   Keep the registration statement effective until the
                        expiration date of the Warrants and cooperate in
                        taking such action necessary to permit the public
                        sale or other disposition of such Registerable
                        Securities by ITWA.

                  (D)   Indemnify and hold harmless ITWA and each
                        underwriter, within the meaning of the Act, who may
                        purchase from or sell for ITWA, any Registerable
                        Securities, from and against any and all losses,
                        claims, damages, and liabilities (including, but not
                        limited to, any and all expenses whatsoever
                        reasonably incurred in investigation, preparing,
                        defending or settling any claim) arising from (1) any
                        untrue or alleged untrue statement of material fact
                        contained in any such registration statement or any
                        prospectus contained therein or delivered thereunder,
                        or from (2) any omission to state therein a material
                        fact required to be stated therein or necessary to
                        make the statements therein not misleading, unless
                        each untrue statement or omission or such alleged
                        untrue statement or omission was based upon
                        information furnished or required to be furnished in
                        writing to PCNA by ITWA or underwriter expressly for
                        use therein, which indemnification shall include each
                        person, if any, who controls ITWA or underwriter
                        within the meaning of the Act. Provided, however,
                        that PCNA shall not be so obligated to indemnify ITWA
                        or underwriter or controlling person unless ITWA and
                        underwriter shall at the same time indemnify the
                        Company, its directors, each officer signing any
                        registration statement or any amendment to any
                        registration statement and each person, if any, who
                        controls PCNA within

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                        the meaning of the Act, from and against any and all
                        losses, claims, damages and liabilities (including,
                        but not limited to, any and all expenses whatsoever
                        reasonably incurred in investigation, preparing,
                        defending or settling any claim) arising from (3) any
                        untrue or alleged untrue statement of a material fact
                        contained in the registration statement or any
                        amendment thereto, or prospectus contained therein or
                        (4) 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, but the indemnity of ITWA, underwriter or
                        controlling person shall be limited to liability
                        based upon information furnished in writing to PCNA
                        by ITWA or underwriter or controlling person
                        expressly for use therein. The indemnity agreement of
                        PCNA herein shall not inure to the benefit of ITWA or
                        any such underwriter (or to the benefit of any person
                        who controls ITWA or such underwriter) on account of
                        any losses, claims, damages, liabilities (or actions
                        or proceedings in respect thereof) arising from the
                        sale of any such Registerable Securities by ITWA or
                        such underwriter to any person if such underwriter
                        failed to send or give a copy of the prospectus as
                        the same may then be supplemented or amended (if such
                        supplement or amendment shall have been furnished to
                        ITWA or the underwriter) to such person with or prior
                        to written confirmation of the sale involved. By its
                        signature, ITWA agrees to the indemnification
                        provided above.

         (iv) PCNA shall comply with the requirements of Section 5(b)(vi) and
              (vii) at its own expense, including legal, accounting, filing,
              state qualifications, and printing fees and costs, but excluding
              counsel fees for the selling stockholders.

         (v)  PCNA's obligation under Section 5(b)(vi) and (vii) shall be
              conditioned, as to each such public offering, upon a timely
              receipt by PCNA in writing of:

                  (A)   Information as to the terms of such public offering
                        furnished by or on behalf of ITWA or underwriter
                        intending to make a public distribution of its
                        Registerable Securities; and

                  (B)   Such other information as PCNA may reasonably require
                        from ITWA and any underwriter for inclusion in such
                        registration statement.

6.   MISCELLANEOUS EXPENSES. The Client will bear all of the costs relating to
     the preparation and presentation of materials to its stockholders and the
     investment community, which are not specified under Section 2 of this
     Agreement. Client agrees to reimburse ITWA on a monthly basis for all of
     the expenses incurred by ITWA that fall outside the scope of services as
     identified under Section 2, including but not limited to travel, lodging,
     lead generation, advertising, design and print costs, and related expenses.
     Provided, however, PCNA's liability for any individual costs shall not
     exceed $100 without the express written consent of PCNA's President.

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7.   DEVOTION OF TIME. ITWA shall devote a substantial amount of its time to the
     performance of its duties under this Agreement which is necessary for a
     satisfactory performance. Should the Client require additional services not
     included in the Agreement, ITWA shall make a reasonable effort to fit such
     additional services into its time schedule without decreasing the
     effectiveness of its performance or its duties hereunder.

8.   ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements,
     either oral or in writing, between the parties hereto with respect to the
     subject matter hereof, and no other agreement, statement, or promise
     relating to the subject matter of this Agreement which is not contained
     herein shall be valid or binding.

9.   ASSIGNMENT. Neither this Agreement nor any duties shall be assignable by
     ITWA without the prior written consent of the Client, although ITWA may
     delegate duties as contemplated in Section 3 herein. In the event of an
     assignment by ITWA to which the Client has consented, the assignee or his
     legal representative shall agree in writing with the Client to personally
     assume, perform, and be bound by the covenants, and agreements contained
     herein.

10.  SUCCESSORS AND ASSIGNMENT. Subject to the provision regarding assignment,
     this Agreement shall be binding on the heirs, executors, administrators,
     successors, and assigns of the respective parties.

11.  ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or
     interpret the provisions of this Agreement, or to collect any amounts
     payable pursuant to this Agreement, the prevailing party shall be entitled
     to full reimbursement of reasonable attorney's fees and costs in addition
     to any other relief to which it may be entitled.

12.  GOVERNING LAW. The validity of this Agreement and of any of its terms or
     provisions, as well as the rights and duties of the parties hereunder shall
     be governed by the law of the State of California.

13.  SEVERABILITY. In the event any provision of this Agreement is deemed
     unenforceable or ineffective, it shall not affect the enforceability or
     effectiveness of any other provision of this Agreement, and all other
     provisions of this Agreement shall remain in full force and effect.

14.  INDEMNIFICATION. The Client agrees to indemnify and hold ITWA and its
     partners, officers, directors, employees, agents and affiliates harmless
     from and against any and all loss, claim, damage, liability and expense
     (including, without limitation, costs of investigation, legal and other
     fees and expenses incurred in connection with, and any amounts paid in
     settlement of, any action, suit or proceeding or any claim asserted), to
     which ITWA may become subject under the United States or foreign securities
     laws or any applicable statute or regulation of jurisdiction, or at common
     law (whether tort, contract or any other basis), or otherwise, insofar as
     such loss, claim, damage, liability expense arises from, or is based upon,
     in whole or in part: (i) a material breach of this Agreement by the Client,
     or (ii) an untrue statement of a material fact or omission to state a
     material fact, or allegation of an untrue statement of a material fact or
     omission to state a material fact, by the Client in any documents or
     information provided to the investment

                                     Page 6


     community or to individual investors, which was necessary in order to make
     the statements made, in light of the circumstances under which they were
     made, not misleading, to the extent such breach, untrue statement or
     omission is the cause of the loss, claim, damage, liability or expense.

15.  NON-CIRCUMVENTION. ITWA will from time to time introduce potential funding
     sources and/or sales agents (collectively, the 'Contact' or 'Source') to
     the Client for the purpose of fulfilling obligation to the Client. The
     Client covenants not to circumvent ITWA, either directly or indirectly,
     with respect to any Contact/Source introduced to the Client by the ITWA.

16.  CONFIDENTIALITY. The parties agree to maintain as confidential, and not to
     disclose to any third party without the prior consent of the other party,
     any information of a proprietary nature which one party learns from the
     other party as part of the necessary process of performing their services
     and obligations under this Agreement, other than information (a) which was
     already public knowledge at the time it was learned by the party, or which
     subsequently came into the public domain through no fault of the receiving
     parties; (b) which is necessary or appropriate to disclose in order to
     comply with applicable laws, rules and regulations or enable a party to
     comply with this Agreement; (c) which was lawfully received by the
     receiving party from a third party free of an obligation of confidence to
     such third party; (d) which was already in the possession of the receiving
     party prior to the receipt thereof, directly or indirectly, from the
     disclosing party; (e) which is required to be disclosed in a judicial or
     administrative proceeding after all reasonable legal remedies for
     maintaining such information in confidence have been exhausted including,
     but not limited to, giving the disclosing party as much advance notice of
     the possibility of such disclosure as practical so the disclosing party may
     attempt to obtain a protective order concerning such disclosure; or (f)
     which is subsequently and independently developed by employees,
     consultants, or agents of the receiving party without reference to the
     confidential information disclosed under this Agreement.

17.  EQUITABLE RELIEF. The parties agree that money damages would not be a
     sufficient remedy for breach of the Non-Circumvention, confidentiality and
     other obligations of this Agreement. Accordingly, in addition to all other
     remedies that either party may have, each party shall be entitled to
     specific performance and injunctive or other equitable relief as a remedy
     for any breach of the non-circumvention, confidentiality and other
     obligations of the other party under this Agreement. The defaulting party
     agrees to waive any requirement for a bond in connection with any such
     injunctive or other equitable relief.

18.  NOTICES. Any notices given pursuant to this Agreement shall be in writing
     and shall be deemed received by the party to be notified upon personal
     delivery, facsimile, air courier, registered mail, return-receipt
     requested, or 72 hours after mailing by the notifying party by first class
     mail to the address set forth below the party's signature in this
     Agreement, or to such other different address as the party shall notify the
     other party in writing in accordance with the terms of this Agreement. It
     is also set forth in this Agreement that facsimile signatures are
     acceptable and bind the Parties to the terms of this Agreement.

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19.  INDEPENDENT CONTRACTORS. ITWA is an independent contractor with respect to
     the Client under this Agreement. No partnership, joint venture, employment
     or fiduciary relationship is intended between the parties to this
     Agreement. ITWA shall have sole discretion in determining the methods and
     means of performing its services under this Agreement, and in supplying the
     tools and instruments used by it pursuant to this Agreement.

20.  ARBITRATION. ANY CONTROVERSY OR CLAIM OF ANY KIND OR NATURE WITH REGARD TO
     THIS AGREEMENT WHETHER CONTRACT, TORT, OR OTHERWISE, SHALL BE SETTLED BY
     BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF
     THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY
     THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE
     PARTIES HERETO ACKNOWLEDGE THAT THIS PROVISION AFFECTS THEIR LEGAL RIGHTS
     AND AGREE TO BE BOUND UNDER ANY AND ALL CIRCUMSTANCES TO THE DETERMINATION
     OF SUCH BINDING ARBITRATION. THE PREVAILING PARTY IN ANY ARBITRATION
     INSTITUTED UNDER THIS AGREEMENT SHALL, IN ADDITION TO OTHER REMEDIES, BE
     ENTITLED TO BE REIMBURSED BY THE OTHER PARTY FOR ALL EXPENSES OF SUCH
     ARBITRATION, INCLUDING REASONABLE ARBITRATOR'S AND ATTORNEYS' FEES.


Executed as of the day and year first above written.


ITWA: INTERWEST ASSOCIATES               CLIENT: THE PUBLISHING CO. OF
                                                 NORTH AMERICA, INC.


By: /s/ Ajay Anand                       By: /s/ Peter S. Balise   
    ----------------------------             -----------------------------------
    Ajay Anand, Partner                      Peter S. Balise, President
    10 Ima Loa Court, Suite 1000             186 P.C.N.A. Parkway
    Newport Beach, CA 92660                  Lake Helen, FL 32744
    Telephone: (949) 645-8325                Telephone: (904) 228-1000, Ext. 305
    Facsimile: (949) 645-8559                Facsimile: (904) 228-0271
                                       


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