Infomercials Production Agreement - Attorneys.com Inc. and Martin L. Hoffman


                                    AGREEMENT

         THIS AGREEMENT (the "Agreement") is made and entered into this 22nd day
of August, 2000 (the "Effective Date") by and between Attorneys.com, Inc.
(formerly The Publishing Company of North America, Inc.), a Florida corporation
(the "Purchaser") and Martin L. Hoffman, (the "Seller").

         WHEREAS Purchaser desires to retain the services of the Seller to
produce streaming media legal content programs (`Infomercials') and Seller
agrees to produce same upon the terms and conditions hereafter set forth,

         NOW THEREFORE, in consideration of the mutual promises and the
covenants and promises hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto intending to be legally bound hereby agree as follows:

Section 1.        Production of Infomercials.
                  --------------------------

1.1      Seller's Obligation. Seller shall write and produce 5 Infomercials for
         Purchaser for display at Purchasers website, which is currently in
         production. In this regard, Seller will provide the following services:
         scripting, set preparation, audio and video technicians, studio
         equipment, audio and video editing, casting, services of a director,
         light and grips, cameras, production and compression for the web and a
         final CD Bum or other appropriate media containing final files. It is
         the intention of the parties that the Purchaser and/or Purchaser's
         technical department will be delivered a finished product suitable for
         display on the web. Seller's obligations hereunder shall be completed
         and fulfilled upon delivery of the compressed Infomercials to
         Purchaser; Seller shall have no obligation to load the Infomercials
         onto Purchaser's website.

1.2      Content. The Infomercials shall each deal with a specific area of law
         and shall be informative, entertaining, and in good taste. Artistic
         form and content shall be determined by Seller, subject to the terms of
         this Agreement. Each Infomercial shall be not less than 12 minutes in
         length, and may be broken down into several segments. Seller will
         provide a rough transcript of each Infomercial to Purchaser for
         approval before filming. Approval, subject to edits as provided, if
         any, will be returned to Seller within 48 hours of receipt by
         Purchaser. Purchaser may provide Seller with introductory material to
         be incorporated into each Infomercial describing Purchaser's services.
         The Infomercials shall address the following areas of law: Personal
         Injury/Accidents; Choosing an Attorney/Fees; Family Law/Divorce;
         Criminal Law and Procedure; and Bankruptcy. Purchaser may substitute a
         content area by giving Seller written notice within 5 days after
         execution of this Agreement by all parties.


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1.3      Time for Performance. Seller shall deliver the completed Infomercials
         to Purchaser not later than 12 weeks from the date of execution of this
         Agreement by all parties. In the event delivery is not complete within
         12 weeks, Purchaser shall have the option of extending the time of
         performance or shall reduce the purchase price by 20% for each
         undelivered Infomercial.

Section 2.        Purchase Price.
                  --------------

2.1      Purchase Price. The Purchaser shall pay the Seller, as the purchase
         price for the Infomercials, (a) $100,000 and 12,500 unregistered shares
         of Common Stock of the Purchaser ("Common Stock").

2.2      Manner of Payment of Purchase Price. The Purchaser shall pay the
         Purchase Price as follows:

         (a)       The Purchaser shall pay to Seller the sum of $50,000 upon
                   execution of this Agreement by all parties;

         (b)       The Purchaser shall pay to Seller the sum of $25,000 upon
                   completion of the shooting of all 5 Infomercials. Upon
                   request, Seller will provide Purchaser with a copy of the raw
                   footage.

         (c)       The Purchaser shall deliver to the Seller 12,500 unregistered
                   shares of Common Stock issued in the name of the Seller as
                   shareholder of record on the stock transfer records of the
                   Purchaser and the balance of $25,000 upon delivery of the
                   compressed Infomercials to Purchaser or its agents.

2.3      Registration Rights.

         (a)       Piggyback Registration.

                  (i)      Each time that the Purchaser proposes for any reason
                           to register any of its Common Stock under the
                           Securities Act of 1933 (the "Securities Act") in
                           connection with the proposed offer and sale of its
                           Common Stock for money, either for its own account or
                           on behalf of any other security holder ("Proposed
                           Registration"), other than pursuant to a registration
                           statement on Forms S-4, S-8 or any similar forms, the
                           Purchaser shall promptly give written notice of such
                           Proposed Registration to Seller, and shall offer to
                           Seller the right to request inclusion of their Common
                           Stock issued pursuant to the terms of the Agreement
                           in the Proposed Registration.

                  (ii)     The Seller shall have 30 days from the receipt of
                           such notice to deliver to the Seller a written
                           request specifying the number of shares of Common


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                           Stock that Seller intends to sell in the Proposed
                           Registration, as well as information on Seller's
                           intended method of disposition.

                  (iii)    In the event that the Proposed Registration by the
                           Purchaser is, in whole or in part, an underwritten
                           public offering, the Purchaser shall so advise Seller
                           and any request must specify that their Common Stock
                           be included in the underwriting on the same terms and
                           conditions as the shares of Common Stock, if any,
                           otherwise being sold through underwriters under such
                           registration.

                  (iv)     Upon receipt of a written request, the Purchaser
                           shall promptly use its best efforts to cause all such
                           shares of Common Stock held by Seller to be
                           registered under the Securities Act (and included in
                           any related qualifications under blue sky laws or
                           other compliance), to the extent required to permit
                           sale or disposition as set forth in the Proposed
                           Registration.

                  (v)      In the event that the offering is to be an
                           underwritten offering, and Seller proposes to
                           distribute its shares of Common Stock through such
                           underwritten offering, Seller agrees to enter into an
                           underwriting agreement with the underwriter or
                           underwriters selected for such underwriting by the
                           Purchaser.

                  (vi)     Notwithstanding the foregoing, if in its good faith
                           judgment the managing underwriter determines and
                           advises the Purchaser in writing that the inclusion
                           of the Common Stock issued to Seller pursuant to the
                           Agreement in the underwritten public offering,
                           together with any Common Stock offered by the
                           Purchaser would interfere with the successful
                           marketing of such securities, the managing
                           underwriter may exclude the Common Stock from the
                           Proposed Registration as long as all shares of Common
                           Stock owned by the Purchaser's officers, directors
                           and 5% shareholders are excluded.

         (b)      Preparation and Filing. If and whenever the Purchaser is under
                  an obligation pursuant to this Agreement to use its best
                  efforts to effect the registration of any shares of its Common
                  Stock, the Purchaser shall, as expeditiously as practicable:

                  (i)      prepare and file with the Securities and Exchange
                           Commission (the "Commission") a registration
                           statement with respect to such securities and use its
                           best efforts to cause such registration statement to
                           become and remain effective in accordance with
                           Section 2(b) hereof;

                  (ii)     prepare and file with the Commission such amendments
                           and supplements to such registration statement and
                           the prospectus used in connection 


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                           therewith as may be necessary to keep such
                           registration statement effective until the earlier of
                           (A) the sale of all Common Stock covered thereby or
                           (B) the expiration of three months from the effective
                           date of the registration statement, and to comply
                           with the provisions of the Securities Act with
                           respect to the sale or other disposition of all
                           Common Stock covered by such registration statement;

                  (iii)    furnish to the Seller such number of copies of any
                           summary prospectus or other prospectus, including a
                           preliminary prospectus, in conformity with the
                           requirements of the Securities Act, and such other
                           documents as such holder may reasonably request in
                           order to facilitate the public sale or other
                           disposition of such shares of Common Stock issued to
                           Seller pursuant to this Agreement;

                  (iv)     use its best efforts to register or qualify the
                           Common Stock covered by such registration statement
                           under the securities or blue sky laws of New York and
                           up to three other states that do not impose what is
                           commonly referred to as merit review and all other
                           acts or things which may be necessary or advisable to
                           enable Seller to consummate the public sale or other
                           disposition in such jurisdictions of such Common
                           Stock; provided, however, that the Purchaser shall
                           not be required to consent to general service of
                           process for all purposes in any jurisdiction where it
                           is not then subject to process, qualify to do
                           business as a foreign corporation where it would not
                           be otherwise required to qualify or submit to
                           liability for state or local taxes where it is not
                           liable for such taxes;

                  (v)      at any time when a prospectus relating thereto
                           covered by such registration statement is required to
                           be delivered under the Securities Act, notify Seller
                           of the happening of any event as a result of which
                           the prospectus included in such registration, as then
                           in effect, includes an untrue statement of a material
                           fact or omits to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading in light of-the circumstances
                           then existing and, at the request of such holder, as
                           promptly as practicable prepare, file and furnish to
                           such holder a reasonable number of copies of a
                           supplement to or an amendment of such prospectus as
                           may be necessary so that, as thereafter delivered to
                           the purchasers of such shares, such prospectus shall
                           not include an untrue statement of a material fact or
                           omit to state a material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading in light of the circumstances then
                           existing;

                  (vi)     if the Purchaser has delivered preliminary or final
                           prospectuses to Seller and after having done so the
                           prospectus is amended to comply with the requirements
                           of the Securities Act, the Purchaser shall promptly
                           notify

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                           Seller and Seller and, if requested, they shall
                           immediately cease making offers of their Common Stock
                           and return all prospectuses to the Purchaser. The
                           Purchaser shall promptly provide Seller with revised
                           prospectuses and, following receipt of the revised
                           prospectuses, Seller shall be free to resume making
                           offers of the Common Stock.

         (c)      Expenses. The Purchaser shall pay all expenses incurred in
                  complying with this Section 2.3, including, without
                  limitation, all registration and filing fees (including all
                  expenses incident to filing with the NASD Regulation, Inc.),
                  fees and expenses of complying with securities and blue sky
                  laws, printing expenses, and fees and disbursements of the
                  Purchaser's counsel for the holders of their Common Stock;
                  provided, however, that all underwriting discounts and selling
                  commissions, attorneys' fees of Seller, if any, and selling
                  expenses applicable to the Common Stock issued to Seller and
                  covered by registration effected pursuant to this Section 2.3
                  hereof shall be borne by Seller.

Section 3.        Intellectual Property 
                  --------------------- 

3.1      Ownership of Content. The Seller owns or possesses all right, title and
         interest (or holds valid licenses) to use, whether or not registered,
         all intellectual property being sold hereunder, however Purchaser shall
         be responsible for any U.S. or foreign registrations or applications
         for registration thereof. The use by the Purchaser of any of the
         intellectual property provided hereunder does not violate the
         proprietary rights of any other Person and no claims have been asserted
         by any Person with respect to the produced Infomercials. The Seller has
         taken reasonable security measures to protect the secrecy,
         confidentiality and value of the intellectual property provided
         hereunder. No person, other than the Seller, owns or has any
         proprietary, financial or other interest, direct or indirect, in whole
         or in part, in the Infomercials. The Seller is not a party to any
         confidentiality, secrecy or similar agreements with third parties. Upon
         payment of the purchase price, all right, title and interest of the
         Seller shall be transferred to the Purchaser.

Section 4.        Authorization; No Restrictions, Consents or Approvals.
                  -----------------------------------------------------

The Purchaser has full power and authority to enter into and perform this
Agreement and all corporate action necessary to authorize the execution and
delivery of this Agreement and the performance of its obligations hereunder has
been duly taken. This Agreement has been duly executed by the Purchaser and
constitutes the legal, valid, binding and enforceable obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms.

Section 5.        Survival of Representations and Warranties; Indemnification.
                  -----------------------------------------------------------

5.1      Survival of Representations and Warranties and Covenants. The
         representations, warranties, covenants, and obligations of the
         Purchaser and the Seller set forth in this 


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         Agreement and in any certificate, agreement, or instrument delivered in
         connection with the transactions contemplated hereby, shall survive the
         for a period of one year from the Effective Date.

5.2      Indemnification by the Seller. In addition to and not in limitation of
         the Seller's indemnification obligations set forth elsewhere in this
         Agreement, the Seller shall, defend, indemnify, and hold harmless the
         Purchaser and its affiliates and its respective officers, directors,
         shareholders, agents and employees (individually, a "Purchaser
         Indemnitee" and collectively the "Purchaser Indemnitees"), from and
         against any and all claims, losses, deficiencies, liabilities,
         obligations, damages, penalties, punitive damages, costs, and expenses
         (including, without limitation, reasonable legal, accounting and
         consulting fees), whether or not resulting from third party claims
         (collectively, "Losses"), suffered by a Purchaser Indemnitee, which
         arise out of or result from:

         (a)      any inaccuracy or misrepresentation in or breach of any of the
                  representations, warranties, covenants or agreements made by
                  the Seller in this Agreement or in any document, certificate
                  or affidavit delivered by the Seller pursuant to the
                  provisions of this Agreement;

         (b)      any obligation, liability, debt or commitment of the Seller
                  which is not an , whether or not paid by the Purchaser; and

         (c)      any claims by any Person arising out of or due to the failure
                  to comply with the bulk transfers laws, fraudulent conveyance
                  or other laws for the protection of creditors of the State of
                  including, without limitation, any claims by any Person
                  against all or any part of the Assets.

         (d)      any other matter related to the use or ownership of the Assets
                  prior to the Closing (including, but not limited to, all acts,
                  omissions and conditions existing or occurring prior to the
                  Closing for which any of the Purchaser Indemnitees is alleged
                  to be liable pursuant to any successor or similar theory of
                  liability).

5.3      Indemnification by The Purchaser. The Purchaser shall defend, indemnify
         and hold harmless, the Seller and the Seller's respective officers,
         directors, agents and employees (individually, a "Seller Indemnitee"
         and collectively the "Seller Indemnitees") from and against any and all
         Losses, suffered by a Seller Indemnitee, which arise out of or result
         from (a) any inaccuracy or misrepresentation in or breach of any of the
         representations, warranties, covenants or agreements made by the
         Purchaser in this Agreement or in any document, certificate or
         affidavit delivered by the Purchaser pursuant to the provisions of this
         Agreement(b) any other matter related to the of the Assets after the
         Closing.

5.4      Indemnification Payments. All indemnity payments, whether by the
         Purchaser or the Seller, to be made under this Agreement shall be made
         in immediately available funds.

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5.5      Procedure for Third Party Claims.
         --------------------------------

         (a)      Notice to the indemnifying party shall be given promptly after
                  receipt by any Seller Indemnitee or Purchaser Indemnitee of
                  actual knowledge of the commencement of any action or the
                  assertion of any claim that will likely result in a claim by
                  it for indemnity pursuant to this Agreement. Such notice shall
                  set forth in reasonable detail the nature of such action or
                  claim to the extent known, and include copies of any written
                  correspondence or pleadings from the party asserting such
                  claim or initiating such action. The indemnified party shall
                  be entitled, at its own expense, to assume or participate in
                  the defense of such action or claim. In the event that the
                  indemnifying party assumes the defense of such action or
                  claim, it shall be conducted by counsel chosen by such party
                  and approved by the party seeking indemnification, which
                  approval shall not be unreasonably withheld.

         (b)      With respect to actions as to which the indemnifying party
                  does not exercise its right to assume the defense, the party
                  seeking indemnification shall assume and control the defense
                  of and contest such action with counsel chosen by it and
                  approved by the indemnifying party, which approval shall not
                  be unreasonably withheld. The indemnifying party shall be
                  entitled to participate in the defense of such action, the
                  cost of such participation to be at its own expense. The
                  indemnifying party shall be obligated to pay the reasonable
                  attorneys' fees and expenses of the party seeking
                  indemnification to the extent that such fees and expenses
                  related to claims as to which indemnification is payable under
                  Sections 6.2 or 6.3, as such expenses are incurred.

         (c)      Both the indemnifying party and the indemnified party shall
                  cooperate fully with one another in connection with the
                  defense, compromise, or settlement of any such claim or
                  action, including, without limitation, by making available to
                  the other all pertinent information and witnesses within its
                  control.

         (d)      No indemnified party shall have the right to settle any action
                  brought against it without the consent of the indemnifying
                  party. The indemnifying party shall have the right to settle
                  any action brought against an indemnified party as long as the
                  indemnified party has been delivered a complete release as a
                  condition of the settlement.

5.6      Remedies Cumulative. The remedies provided for herein shall be
         cumulative and shall not preclude assertion by any party of any other
         rights or the seeking of any other remedies against any other party.
         Nothing contained in this Section 5.6 shall be construed in any way to
         limit, impair or modify any provisions of this Agreement or to
         otherwise impose any additional liability or obligation on the
         Purchaser at any time for any liability or obligation of the Seller
         other than the Purchaser's obligation to indemnify the Seller
         hereunder.

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5.7      Successors. The merger, consolidation, liquidation, dissolution or
         winding up of, or any similar transaction with respect to, the parties
         hereto shall not affect in any manner the obligations of the parties
         pursuant to Section 5 or any other term or provision of this Agreement,
         and the parties covenant and agree to make adequate provision for their
         liabilities and obligations hereunder in the event of any such
         transaction.

Section 6.        General Provisions.
                  ------------------

6.1      Severability. In the event any parts of this Agreement are found to be
         void, the remaining provisions of this Agreement shall nevertheless be
         binding with the same effect as though the void parts were deleted.

6.1      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument. The
         execution of this Agreement may be by actual or facsimile signature.

6.2      Benefit. This Agreement shall be binding upon and inure to the benefit
         of the parties hereto and their legal representatives, successors and
         permitted assigns.

6.3      Notices. Any notice, report, demand, waiver, consent or other
         communication given by a party under this Agreement shall be in
         writing, may be given by a party or its legal counsel, and shall deemed
         to be duly given upon delivery by Federal Express or similar overnight
         courier service which provides evidence of delivery, or when delivered
         by facsimile transmission if a copy thereof is also delivered in person
         or by overnight courier. Notices of address change shall be effective
         only upon receipt notwithstanding the provisions of the foregoing
         sentence.





                                   Page E-50





    
         Notice to the Seller
         shall be sufficient if given to:      Martin L. Hoffman
                                               4350 Player Street
                                               Hollywood, FL  33021
                                               Facsimile:  954-923-0060
         Notice to the Purchaser
         shall be sufficient if given to:      Attorneys.com, Inc.
                                               ATTN:  Peter S. Balise, President
                                               186 Attorneys.com Court
                                               Lake Helen, FL  32744
                                               Facsimile:  904-228-0276

7.       Oral Evidence. This Agreement constitutes the entire Agreement between
         the parties and supersedes all prior oral and written agreements
         between the parties hereto with respect to the subject matter hereof.

8.       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.

9.       Arbitration. Any controversy, dispute or claim arising out of or
         relating to this Agreement, or its interpretation, application,
         implementation, breach or enforcement which the parties are unable to
         resolve by mutual agreement, shall be settled by submission by either
         party of the controversy, claim or dispute to binding arbitration in
         Broward County, Florida (unless the parties agree in writing to a
         different location), before a single arbitrator in accordance with the
         rules of the American Arbitration Association then in effect. In any
         such arbitration proceeding the parties agree to provide all discovery
         deemed necessary by the arbitrator. The decision and award made by the
         arbitrator shall be final, binding and conclusive on all parties hereto
         for all purposes, and judgment may be entered thereon in any court
         having jurisdiction thereof.

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed under seal as of the date first above written.

ATTORNEYS.COM, INC.                                        MARTIN L. HOFFMAN



By:      /s/ Peter s. Balise                           /s/ Martin L. Hoffman   
     ---------------------------------------           -------------------------
         Peter S. Balise, President


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