Web Site Development Agreement - Hydrogen Media Inc. and The Publishing Co. of North America Inc.


                         WEB SITE DEVELOPMENT AGREEMENT

         This Web Site Development Agreement (the "Agreement") is entered into
and effective this 24th day of May, 2000 (the "Effective Date") by and between
Hydrogen Media, Inc., a Florida corporation ("HMI"), and The Publishing Company
of North America, Inc. a NASDAQ listed company ("Client").

TERMS AND CONDITIONS

1.   DEVELOPMENT OF THE WEB SITE. Client hereby retains HMI to design and
     develop, and HMI hereby agrees to design and develop, a Web Site in
     accordance with (1) the project outline set forth on EXHIBIT A (Project
     Outline) and (2) the Production Package (including, the Gantt Chart and
     Site Map) developed jointly by Client and HMI (the "Web Site"). The Project
     Outline and Production Package are collectively referred to herein as the
     "System Specifications." The parties shall work together in a joint effort
     to accomplish the tasks and objectives set forth in the System
     Specifications. HMI shall be responsible for delivering and performing only
     those professional services specifically identified in the System
     Specifications. Any modifications to the System Specifications shall be
     pursuant to the Change Order process set forth below.

2.   ACCEPTANCE OF DELIVERABLES. Client shall execute a written approval upon
     completion of each of the deliverables identified in the System
     Specifications. HMI shall rely on such written approval as Client's
     acceptance of such deliverable, including, but not limiting to, acceptance
     of its design, content, layout, color, format, navigation, and
     functionality. Any modifications to the deliverable(s) after execution of
     the written approval by Client shall be subject to the Change Order process
     set forth below.

3.   CHANGE ORDERS. In the event Client desires to make any modifications to the
     System Specifications or a deliverable, Client and HMI shall enter into a
     Change Order in the form attached hereto as EXHIBIT B (the "Change Order").
     The Change Order will include: the scope of services to be provided by HMI,
     the scope of services to be provided by Client, the deliverable schedule,
     and the cost/payment schedule for the modifications. If the Change Order is
     acceptable to Client, HMI and Client shall execute the Change Order. All
     Change Orders shall be effective upon execution by both parties, and shall
     be attached to and incorporated into this Agreement. In the event of a
     conflict between the terms of this Agreement and a Change Order, the terms
     of this Agreement shall govern.

4.   SUPPORT AND MAINTENANCE. Any support and maintenance services, updates,
     versions, or new releases shall be contracted under a separate agreement
     between HMI and Client. Maintenance and support for any third party
     products or equipment may be available through the respective
     vendor(s)/manufacturer(s) of such content and equipment and HMI may assign
     third party rights to Client at HMI's sole discretion. Such assignment
     shall not be unreasonably withheld.

5.   TRAINING. Prior to the launch of the Web Site, HMI will provide five (5)
     hours of verbal training (via telephone, seminar, one-on-one, or in person
     at Client's discretion) for Client's staff. Any additional training after
     such five (5) hours shall be executed pursuant to HMI's Change Order
     process or contracted under a separate agreement between HMI and Client.

6.   CLIENT RESPONSIBILITIES. Client agrees to perform all tasks assigned to
     Client as set forth in this Agreement, the System Specifications, or a
     Change Order, and to provide all assistance and cooperation to HMI in order
     to complete timely and efficiently the Web Site. HMI shall not be deemed in
     breach of this Agreement, the System Specifications, a Change Order, or any


     milestone in the event HMI's failure to meet its responsibilities and time
     schedules is caused by Client's failure to meet (or delay in) its
     responsibilities and time schedules set forth in the System Specifications,
     a Change Order, or this Agreement. In the event of any such failure or
     delay by Client, (i) all of HMI's time frames, milestones, and/or deadlines
     shall be extended by the product of the number of days of Client's failure
     multiplied by two (2); and (ii) Client shall continue to make timely
     payments to HMI as set forth in this Agreement, the System Specifications,
     and any Change Order(s) as if all time frames, schedules, or deadlines had
     been completed by HMI. Client shall be responsible for making, at its own
     expense, any changes or additions to Client's current systems, software,
     and hardware that may be required to support operation of the Web Site.
     Unless otherwise contracted with HMI or reflected in a Change Order, Client
     shall be responsible for initially populating and then maintaining any
     databases on the Web Site as well as providing all content for the Web
     Site. With the execution of a Change Order specifically asking HMI to
     assesses the Client's systems, software and hardware from time to time, HMI
     may agree to perform this function at normal HMI rates.

7.   PROJECT MANAGERS. Client and HMI shall assign a Project Manager for
     managing the implementation of the Web Site. The Project Managers shall be
     responsible for: (i) managing the day-to-day activities under this
     Agreement, (ii) serving as liaisons between the parties, (iii) assigning
     and scheduling the appropriate personnel to perform all of the required
     services under this Agreement, and (iv) authorizing and executing any and
     all Change Order(s). Client hereby acknowledges and agrees that the Client
     Project Manager shall have the proper authority and power to execute and
     perform the duties and responsibilities set forth in this Section. HMI
     hereby acknowledges and agrees that the HMI Project Manager shall have the
     proper authority and power to execute and perform the duties and
     responsibilities set forth in this Section.

8.   MARKETING. Client hereby grants HMI the right to use the name and service
     marks of Client in its marketing materials or other oral, electronic, or
     written promotions, which shall include naming Client as a client of HMI
     and a brief scope of services provided. In addition, Client hereby grants
     HMI the right to display its logo (or other identifying information) and a
     hyperlink to HMI's Web site (currently www.hydrogenmedia.com) on the home
     page of the Web Site. Any use of HMI logos or links on Client's Web Site
     must be approved in writing by Client. Either party may elect to issue a
     press release related to this Agreement. In doing so, any release shall be
     approved by the other party and such approval shall not be unreasonably
     withheld.

9.   COMPATIBILITY. Unless otherwise specifically identified in the System
     Specifications or a Change Order: (i) the Web Site is compatible solely
     with Netscape Navigator version 4.0 and higher, America On-line version 4.0
     and higher, and the domestic versions of Internet Explorer version 4.0 and
     higher, (ii) the Web Site is not compatible with interactive television
     protocols, and (iii) the Web Site shall function at resolutions of 640 x
     480.

10.  FEES, EXPENSES, AND PAYMENT.

     10.1  Web Site Development Investment. Client agrees to pay HMI a total of
           $411,442.00 for development of the Web Site (the "Development
           Price"). The Development Price shall be payable as follows: (a) 40
           percent or USD$164,576.80 due and payable upon execution of this
           Agreement and (b) 60 percent or USD$246,865.20 payable in the form of
           unregistered common stock ("Stock") of Client in four tranches as
           follows:

           a.)   A number of shares of Stock having an aggregate value of
                 $61,716.30 as defined below shall be paid by Client on each of
                 the following dates (in 2000): June 30, July 28, August 25, and
                 the Launch Date.

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           b.)   The value of the Stock shall be based upon the average of the
                 daily closing prices as reported by Nasdaq for the week ended
                 by each payment date, less a 20% discount.

           c.)   Said Stock shall have piggyback registration rights as
                 specified in Exhibit C.

           d.)   Upon the written request of HMI, it shall be permitted to
                 transfer 13% of its Stock to Jennifer Esno.

           e.)   The issuance of the Stock to HMI and the transfer of Stock to
                 Jennifer Esno shall be subject to their execution of investment
                 letters and other customary documentation acknowledging receipt
                 of Client's public information in order to comply with the
                 federal and applicable state securities laws.

     10.2  Expenses. Client shall reimburse HMI for reasonable out-of-pocket
           travel expenses (collectively, "Expenses"), including transportation,
           lodging, mileage, and meals incurred in rendering HMI's professional
           services. HMI shall obtain Client's prior written authorization
           before incurring any individual expense or cost in excess of
           USD$250.00 (or USD$3,000.00 in the aggregate). All Expenses not paid
           directly by Client shall be paid within fourteen (14) days of receipt
           of HMI's invoice. All Expense reimbursements shall be made at HMI's
           direct out-of-pocket costs, without any markup for overhead,
           administrative costs, or otherwise.

     10.3  Taxes. Client shall pay, reimburse, and/or hold HMI harmless for all
           sales, use, transfer, privilege, tariffs, excise, and all other taxes
           and all duties, whether international, national, state, or local,
           however designated except income taxes, which are levied or imposed
           by reason of the performance of the professional services under this
           Agreement or by use of the Web Site, except income taxes.

     10.4  Other Fees. Unless otherwise provided in this Agreement or in a
           Change Order, payment for all other services rendered by HMI shall be
           contracted under a separate agreement between HMI and Client.

     10.5  Form of Payment. All payments made to HMI under this Agreement shall
           be in United States currency in the form of company check, cashier's
           check, or electronic wire transfer.

     10.6  Payment of Invoices. All invoices shall be paid by Client within
           fourteen (14) days of receipt. Payments not made within such time
           period shall be subject to late charges equal to the lesser of (i)
           one and one-half percent (1.5%) per month of the overdue amount or
           (ii) the maximum amount permitted under applicable law. HMI may
           suspend all services on seven (7) days written notice until the
           amounts outstanding are paid in full.

11.  INTELLECTUAL PROPERTY RIGHTS AND LICENSE.

     11.2  Web Site. Except as otherwise set forth in this Section 11.2, Client
           and HMI agree that upon payment in full of the fees associated with
           the design and development of the Web Site, Client shall own all
           worldwide right, title, and interest in and to the Web Site
           (including, its source code and documentation) (the "Custom
           Programming"). Client and HMI agree that HMI shall retain a
           world-wide, royalty-free, non-exclusive, transferable, and perpetual
           right and license to the Custom Programming including, but not
           limited to, the right to modify, amend, create derivative works,
           rent, sell, assign, lease, sublicense, or otherwise alter or transfer
           the Custom Programming. Client shall be responsible for researching,
           obtaining, and filing all trademark, copyright, patent, or other
           intellectual property protections for the Web Site, its look and
           feel, any logos, any "tag lines," or any other Web Site content or
           documentation designed or developed by HMI for Client. Client and HMI
           also agree that the design and development of Client's Web Site may
           include source code, documentation, and/or application programs that
           were previously written or developed by HMI and modified to meet
           Client's specific requirements (the "HMI Content"). HMI shall own all
           worldwide right, title, and interest in and to the HMI Content, but
           shall provide Client (upon payment in full of the fees associated
           with the design and development of the Web Site) a worldwide,
           royalty-free, non-exclusive, transferable and perpetual right and
           license to use the HMI Content. HMI agrees that it either owns or
           will own any rights that it claims to own and which HMI assigns to
           Client. HMI will assign any intellectual property rights to Client
           that are consistent with this paragraph 11.

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     11.3  Third Party Licenses. In addition to any other fees set forth in this
           Agreement, Client shall be required to purchase any applicable third
           party licenses for any third party products that are necessary for
           HMI to design and develop the Web Site. Such third party products may
           include, but are not limited to: server-side applications, clip art,
           "back-end" applications, music, stock images, or any other
           copyrighted work which HMI deems necessary to purchase on behalf of
           Client to design and develop the Web Site. In the event any such
           third party product exceeds $250.00 per product (or $3000.00 in the
           aggregate), HMI shall obtain Client's prior written consent before
           incorporating such third party product into the Web Site. HMI shall
           provide Client with a list of all third party products upon launch of
           the Web Site.

12.  TERM AND TERMINATION.

     12.2  Term. This Agreement shall be effective as of the Effective Date and
           shall continue in effect until complete payment of the Development
           Price or until earlier terminated as provided in this Agreement or
           until the contracted services as outlined in Exhibit A have been
           completed.

     12.3  Termination for Cause. This Agreement may be terminated by either
           party upon written notice to the other, if the other party breaches
           any material obligation provided hereunder and the breaching party
           fails to cure such breach within thirty (30) days of receipt of the
           notice

     12.4  Effect of Termination. Client shall pay HMI for all services rendered
           and work performed up to the effective date of termination for any
           reason subject to Client's rights to only pay fair value if Client
           terminates for cause. HMI shall provide Client with an invoice for
           the foregoing fees within thirty (30) days of the effective date of
           the termination. Client shall pay the invoice within fourteen (14)
           days of receipt.

     12.5  Return of Proprietary or Confidential Information. Within ten (10)
           days after the termination or expiration of this Agreement, each
           party shall return to the other all Proprietary or Confidential
           Information of the other party (and any copies thereof) in the
           party's possession or, with the approval of the party, destroy all
           such Proprietary or Confidential Information. "Proprietary or
           Confidential Information" shall include, but is not limited to,
           written or oral contracts, trade secrets, know-how, business methods,
           business policies, memoranda, reports, records, computer retained
           information, notes, or financial information. Proprietary or
           Confidential Information shall not include any information which: (i)
           is or becomes generally known to the public by any means other than a
           breach of the obligations of the receiving party; (ii) was previously
           known to the receiving party or rightly received by the receiving
           party from a third party; (iii) is independently developed by the
           receiving party; or (iv) is subject to disclosure under court order
           or other lawful process.

13.  LIMITED WARRANTIES.

     13.2  Web Site. HMI warrants that for a period of ninety (90) days from
           launch of the Web Site, the Web Site will operate in accordance with
           all the material terms of the System Specifications. All warranty
           claims not made in writing within such period shall be deemed waived.
           As the sole and exclusive remedy of Client for breach of the
           foregoing warranty, HMI shall, at its option, either correct the
           nonconformity or refund to Client the dollar amount attributable to
           the number of actual hours HMI spent developing the defective portion
           of the Web Site. HMI shall not be liable for failures caused by third
           party hardware or software (including Client's own systems), misuse
           of the Web Site, or the negligence or willful misconduct of Client.

     13.3  Performance of Professional Services. HMI warrants that the
           professional services will be performed in a workmanlike and
           professional manner by appropriately qualified personnel.

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14.  DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE Web
     Site IS PROVIDED on an "AS IS" and "AS AVAILABLE" basis, AND HMI EXPRESSLY
     DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT
     LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
     PARTICULAR PURPOSE.

15.  LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
     OTHER OR ANY THIRD PARTY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
     ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE WEB SITE,
     OR FOR ANY CLAIM BY ANY THIRD PARTY. THE TOTAL LIABILITY FOR ALL DAMAGES,
     LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING
     NEGLIGENCE), OR OTHERWISE) TO THE OTHER SHALL NOT EXCEED THE DEVELOPMENT
     PRICE (AS DEFINED IN SECTION ERROR! REFERENCE SOURCE NOT FOUND.). THIS
     LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET
     FORTH ABOVE FAIL IN THEIR ESSENTIAL PURPOSE.

16.  THIRD PARTY DISCLAIMER. HMI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS
     OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR
     ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

17.  INDEMNIFICATION OBLIGATIONS.

     17.2  Client Indemnity. Client shall indemnify and hold harmless HMI (and
           its subsidiaries, affiliates, officers, agents, co-branders or other
           partners, and employees) from any and all claims, damages,
           liabilities, costs, and expenses (including, but not limited to,
           reasonable attorneys' fees and all related costs and expenses)
           incurred by HMI as a result of any claim, judgment, or adjudication
           against HMI related to or arising from (a) any photographs,
           illustrations, graphics, audio clips, video clips, text, data or any
           other information, content, display, or material (whether written,
           graphic, sound, or otherwise) provided by Client to HMI (the "Client
           Content"), or (b) a claim that HMI's use of the Client Content
           infringes the Intellectual Property rights of a third party. To
           qualify for such defense and payment, HMI must: (i) give Client
           prompt written notice of a claim; and (ii) allow Client to control,
           and fully cooperate with Client in, the defense and all related
           negotiations.

     17.3  HMI Indemnity. HMI shall indemnify and hold harmless Client (and its
           subsidiaries, affiliates, officers, agents, co-branders or other
           partners, and employees) from any and all claims, damages,
           liabilities, costs, and expenses (including, but not limited to,
           reasonable attorneys' fees and all related costs and expenses)
           incurred by Client as a result of any claim, judgment, or
           adjudication against Client arising from a claim that Client's use of
           the HMI Content, as permitted under this Agreement, infringes
           Intellectual Property rights of a third party. To qualify for such
           defense and payment, Client must: (i) give HMI prompt written notice
           of a claim; and (ii) allow HMI to control, and fully cooperate with
           HMI in, the defense and all related negotiations. HMI shall have no
           obligation to indemnify Client under this Section to the extent the
           infringement arises from (i) the Client Content, (ii) specifications
           provided by Client or its agents; (iii) derivative works of the Web
           Site created by Client, (iv) use of the Web Site in combination with
           non-HMI approved third party products, including hardware and
           software, (v) modifications or maintenance of the Web Site by a party
           other than HMI, (vi) misuse of the Web Site, and (vii) failure of
           Client to implement any improvement or updates to the Web Site, if
           the infringement claim would have been avoided by the use of the
           improvement or updates.

     17.4  Promptly after receipt by a person entitled to indemnification
           pursuant to the foregoing Section 17.1 or 17.2 (the "Indemnified
           Party") of notice of the commencement of any action, the Indemnified
           Party will, if a claim in respect thereof is to be or has been made

                                       5


           against a party who has agreed to provide indemnification under
           Section 17.1 or 17.2 (an "Indemnifying Party"), promptly notify in
           writing the Indemnifying Party of the commencement thereof; but the
           omission to so notify the Indemnifying Party will not relieve it from
           any liability which it may have to the Indemnified Party except to
           the extent the Indemnifying Party is prejudiced by the delay or
           failure to notify it. In case any such action is brought against an
           Indemnified Party, and it notifies the Indemnifying Party of the
           commencement thereof, the Indemnifying Party will be entitled to
           participate in, and, to the extent that it may wish, jointly with any
           other Indemnifying Party similarly notified, to assume the defense
           thereof, subject to the provisions herein stated, with counsel
           reasonably satisfactory to the Indemnified Party, and after notice
           from the Indemnifying Party to the Indemnified Party of its election
           to so assume the defense thereof, the Indemnifying Party will not be
           liable to the Indemnified Party under this Section 17 for any legal
           or other expenses subsequently incurred by the Indemnified Party in
           connection with the defense thereof other than reasonable costs of
           investigation. The Indemnified Party shall have the right to employ
           separate counsel in any such action and to participate in the defense
           thereof, but the fees and expenses of such counsel shall not be at
           the expense of the Indemnifying Party if the Indemnifying Party has
           assumed the defense of the action with counsel reasonably
           satisfactory to the Indemnified Party; provided that the fees and
           expenses of such counsel shall be at the expense of the Indemnifying
           Party if (i) the employment of such counsel has been specifically
           authorized in writing by the Indemnifying Party or (ii) the named
           parties to any such action (including any impleaded parties) include
           both the Indemnified Party or parties and the Indemnifying Party and,
           in the judgement of counsel for the Indemnified Party, it is
           advisable for the Indemnified Party or parties to be represented by
           separate counsel (in which case the Indemnifying Party shall not have
           the right to assume the defense of such action on behalf of the
           Indemnified Party or parties, it being understood, however, that the
           Indemnifying Party shall not, in connection with any one such action
           or separate but substantially similar or related actions in the same
           jurisdiction arising out of the same general allegations or
           circumstances, be liable for the reasonable fees and expenses of more
           than one separate firm of attorneys for the Indemnified Party or
           parties. No settlement of any action against an Indemnified Party
           shall be made without the consent of the Indemnifying Party and no
           Indemnifying Party, in the defense of any such claim or action,
           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.


18.  CONFIDENTIALITY. The parties agree to hold each other's Proprietary or
     Confidential Information in strict confidence. The parties agree not to
     make each other's Proprietary or Confidential Information available in any
     form to any third party or to use each other's Proprietary or Confidential
     Information for any purpose other than as specified in this Agreement. Each
     party's Proprietary or Confidential Information shall remain the sole and
     exclusive property of that party. The parties agree that in the event of
     use or disclosure by the other party other than as specifically provided
     for in this Agreement, the non-disclosing party may be entitled to
     equitable relief. Notwithstanding termination or expiration of this
     Agreement, HMI and Client acknowledge and agree that their obligations of
     confidentiality with respect to Proprietary or Confidential Information
     shall continue in effect for a total period of three (3) years from the
     Effective Date.

                                       6


19.  FORCE MAJEURE. Except with regard to payment obligations, either party
     shall be excused from delays in performing or from failing to perform its
     obligations under this Agreement to the extent the delays or failures
     result from causes beyond the reasonable control of the party, including,
     but not limited to: default of subcontractors or suppliers; failures or
     default of third party software, vendors, or products; acts of God or of
     the public enemy; U.S. or foreign governmental actions; strikes;
     communications, network/internet connection, or utility interruption or
     failure; fire; flood; epidemic; and freight embargoes.

20.  CHOICE OF LAW; VENUE; LIMITATION OF ACTIONS. This Agreement shall be
     governed and construed in accordance with the laws of the United States and
     the State of Florida, and the parties consent to the sole and exclusive
     jurisdiction of the state courts and U.S. federal courts having
     jurisdiction in Pinellas County, Florida for any dispute arising out of
     this Agreement. No action by HMI or Client arising under this Agreement may
     be brought at any time more than two (2) years after the facts occurred
     upon which the cause of action arose.

21.  INDEPENDENT CONTRACTOR STATUS. Client and HMI agree that HMI shall perform
     its duties under this Agreement as an independent contractor.

22.  NOTICES. Any written notice or demand required by this Agreement shall be
     sent by registered or certified mail (return receipt requested), personal
     delivery, overnight commercial carrier, or other guaranteed delivery to the
     other party at the address set forth herein. The notice shall be effective
     (a) as of the date of delivery if the notice is sent by personal delivery,
     overnight commercial courier or other guaranteed delivery, and (b) as of
     five (5) days after the date of posting if the notice is transmitted by
     registered or certified mail.

23.  ENTIRE AGREEMENT. This Agreement and all exhibits, schedules, and Change
     Order(s) set forth the entire agreement between the parties with regard to
     the subject matter hereof. No other agreements, representations, or
     warranties have been made by either party to the other with respect to the
     subject matter of this Agreement, except as referenced herein. This
     Agreement may be amended only by a written agreement signed by both
     parties.

24.  DISPUTES. Client and HMI agree to make a good-faith effort to resolve any
     disagreement arising out of, or in connection with, this Agreement through
     negotiation. Should the parties fail to resolve any such disagreement
     within ten (10) days, any controversy or claim arising out of or relating
     to this Agreement, including, without limitation, the interpretation or
     breach thereof, shall be submitted by either party to arbitration in
     Pinellas County, Florida and in accordance with the Commercial Arbitration
     Rules of the American Arbitration Association. The arbitration shall be
     conducted by one arbitrator, who shall be (a) selected in the sole
     discretion of the American Arbitration Association administrator and (b) a
     licensed attorney with at least ten (10) years experience in the practice
     of law and at least five (5) years experience in the negotiation of
     technology contracts or litigation of technology disputes. The arbitrator
     shall have the power to enter any award that could be entered by a judge of
     the state courts of Florida sitting without a jury, and only such power,
     except that the arbitrator shall not have the power to award punitive
     damages, treble damages, or any other damages which are not compensatory,
     even if permitted under the laws of the State of Florida or any other
     applicable law. The arbitrator must issue his or her resolution of any
     dispute within thirty (30) days of the date the dispute is submitted for
     arbitration. The written decision of the arbitrator shall be final and
     binding and enforceable in any court having jurisdiction over the parties
     and the subject matter of the arbitration. Notwithstanding the foregoing,
     this Section shall not preclude either party from seeking temporary,
     provisional, or injunctive relief from any court.

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25.  SEVERABILITY. In the event that a court finds any provision of this
     Agreement invalid and/or unenforceable, the parties agree that the
     remaining provisions shall remain valid and in force.

26.  WAIVER. Neither party shall be deemed by mere lapse of time (without giving
     notice or taking other action hereunder) to have waived any breach by the
     other party of any of the provisions of this Agreement. Further, the waiver
     by either party of a particular breach of this Agreement by the other party
     shall not be construed as, or constitute, a continuing waiver of such
     breach, or of other breaches of the same or other provisions of this
     Agreement.

27.  SURVIVAL. The following provisions shall survive termination or expiration
     of this Agreement: Sections 10 (Fees, Expenses, and Payment), 11
     (Intellectual Property Rights and License), 12 (Term and Termination), 14
     (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Third Party
     Disclaimer), 17 (Indemnification Obligations) 18 (Confidentiality), 20
     (Choice of Law; Venue; Limitation of Actions), 24 (Disputes), and 27
     (Survival).

28.  DAYS. Unless indicated otherwise, all references to "days" shall mean
     calendar days.

29.  COUNTERPARTS. This Agreement may be executed in two (2) or more
     counterparts and all counterparts so executed shall for all purposes
     constitute one agreement, binding on all parties.

30.  APPROVAL. This Agreement shall not be binding upon HMI until it has been
     approved by HMI's legal department and signed by an officer of HMI.

The parties have executed this Agreement by their duly authorized
representatives as of the Effective Date.

HMI                                     CLIENT
---                                     ------
HYDROGEN MEDIA, INC.                    THE PUBLISHING COMPANY OF NORTH AMERICA,
                                        INC.

By: /s/ Kevin V. Hourigan, C.O.O.   
   ---------------------------------
                                        By: /s/ Peter S. Balise
                                           -------------------------------------
Name: Kevin V. Hourigan             
     -------------------------------
                                        Name: Peter S. Balise
                                             -----------------------------------
Title: Chief Operating Officer      
      ------------------------------
                                        Title:
                                              ----------------------------------
Address:
                                        Address:
3063 Tech Drive
St. Petersburg, FL  33716               186 P.C.N.A. Parkway
                                        Lake Helen, FL  32744


LEGAL DEPARTMENT APPROVAL:

This Agreement was approved by the HMI legal department on the 24th day of May,
2000.


         /s/ Michael Beatty                          
         ----------------------------
         Approved HMI officer

                                       8


                                    EXHIBIT A
                                    ---------

                                 PROJECT OUTLINE

The scope of the project is as follows:

ATTORNEYS.COM
PROJECT SCOPE

PHASE ONE SITE DEVELOPMENT DETAILS






***CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION


















SITE CONTENT AND FUNCTIONALITY


**CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION

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**CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION












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                                    EXHIBIT B
                                    ---------

                             CHANGE ORDER NO. _____

     This CHANGE ORDER NO. _____ (hereinafter referred to as the "Change Order")
is effective as of the _____ day of _______________ 2000 by and between HYDROGEN
MEDIA, INC. ("HMI"), a Florida corporation and ________________________, a
_______________ corporation ("Client").

     WHEREAS, Client and HMI entered into that certain Web Site Development
Agreement dated as of the _____ day of ________________ 2000 (the "Agreement")
for the development of the Web Site.

     WHEREAS, Sections 1 (Development of the Web Site), 2 (Acceptance of
Deliverables), and 3 (Change Orders) of the Agreement, require HMI and Client to
enter into a Change Order prior to the modification of the System Specifications
or a deliverable, setting forth the details and specifications necessary for
completion of the modifications.

     NOW, THEREFORE, in consideration of the mutual promises described below,
HMI and Client, intending to be mutually bound, agree to the following terms and
conditions:

     1.    SCOPE OF SERVICES. HMI shall perform the services as described in
           SCHEDULE I attached.

     2.    CLIENT SCOPE OF SERVICES. Client shall perform the services as
           described in SCHEDULE II.

     3.    COMMENCEMENT AND COMPLETION OF SERVICES. Unless otherwise agreed in
           writing by the parties, the services shall be completed in accordance
           with the deliverable schedule attached hereto as SCHEDULE III.

     4.    PAYMENT. Payment to HMI for performance of the services described in
           this Change Order shall be as set forth in SCHEDULE IV.

     5.    LOCATION OF PERFORMANCE. The services described above shall be
           performed at HMI.

     6.    HMI PROJECT MANAGER. The HMI Project Manager for performance of the
           services is _______________.

     7.    CLIENT PROJECT MANAGER. The Client Project Manager for performance of
           the services is _______________.

     9.    INCORPORATION BY REFERENCE. The terms and conditions of the Agreement
           are hereby incorporated by reference and made a part of this Change
           Order. When executed and dated by HMI, this Change Order (and any
           attached Schedule or other documentation) shall have effect as a
           binding contract as provided in Section 3 (Change Orders) of the
           Agreement. The parties intend that the terms and conditions of the
           Agreement and the Change Order be complementary with each other;
           however, in the event of a conflict between the terms and conditions
           of this Change Order and those of the Agreement, the terms and
           conditions of the Agreement shall take precedence and control over
           those of this Change Order.

HMI:                                          CLIENT:
----                                          -------
HYDROGEN MEDIA, INC. 
                                              ----------------------------------

By:                                           By:                               
     ----------------------------------            -----------------------------
Name:                                         Name:                             
       --------------------------------              ---------------------------
Title:                                        Title:                            
        -------------------------------               --------------------------
Date:                                         Date:                             
       --------------------------------              ---------------------------


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                                    EXHIBIT C
                                    ---------

                          PIGGYBACK REGISTRATION RIGHTS

[This exhibit was not completed at the time of execution of the agreement and
has not yet been completed as of the time of this filing.]