Share Exchange Agreement - The Publishing Co. of North America Inc., Martin L. Hoffman and rfpNOW.com Inc.

                            SHARE EXCHANGE AGREEMENT

         THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered
into as of this 1st day of June, 2000 (the "Effective Date") by and between The
Publishing Company of North America, Inc., a Florida corporation (the "Company")
and Martin L. Hoffman, the sole shareholder of rfpNOW.com, inc., a Florida
corporation (the "Shareholder").

         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.        EXCHANGE OF SHARES.
                  ------------------

         1.1 Exchange. On the terms and subject to the conditions set forth in
this Agreement, at the Closing the Shareholder will sell, convey, transfer and
assign to the Company, and the Company will purchase and accept from the
Shareholder all right, title and interest in and to the issued and outstanding
shares of common stock of rfpNOW.com, inc. owned by Shareholder in exchange for
90,000 shares of restricted common stock of the Company.

         1.2 Assets. As of the date of Closing, the assets of rfpNOW.com, inc.
shall consist of the Contracts, Intellectual Property, Tangible and Intangible
Assets and Records and Documents described in Section 1.2 (a) through (d) hereof
(collectively, the "Assets"), free and clear of all liens.

                  (a) Contracts. All rights and benefits of the Shareholder
under all agreements associated with the Assets, any and all other license and
other agreements (if any), including, without limitation, those set forth on
Schedule 1.2 (a). "Contracts" means all contracts, agreements and other
arrangements whether written or oral, to which rfpNOW.com, inc. is a party as to
which the breach, non-performance, failure to renew, or cancellation could have
a material adverse effect on the Assets.

                  (b) Intellectual Property. All rights, title and interest in
and to, all United States and foreign licenses, copyrights (registered and
unregistered) and copyright applications, and Computer Software and other rights
associated with the foregoing, existing now or in the future with respect to the
Assets, including, without limitation the right to sue for past infringement
thereof and all other proprietary rights that rfpNOW.com, inc. owns, licenses,
or possesses the right to use with respect to the Assets (collectively, the
"Intellectual Property"). The Intellectual Property is listed on Schedule 1.2
(b). "Computer Software" means all computer source codes, programs, data files,
and other software (including both applications software and 


                                   Page E-11



operating software), including all machine readable code, printed listings of
code, documentation, and related property and information relating to the
Assets.

                  (c) Tangible and Intangible  Assets.  All tangible and 
intangible  personal  property rights of rfpNOW.com, inc. in and to the Assets 
(the "Tangible and Intangible Assets"), which are reflected on Schedule1.2(c).

                  (d) Records and Documents. All books, records, files, papers,
databases, and other data (whether such information is stored in print, on
electronic media, or pursuant to any audio or video recording) located at
rfpNOW.com, inc.'s facilities or elsewhere in rfpNOW.com, inc.'s custody or
control (directly or indirectly), or pertaining to the Assets, all of which are
reflected on Schedule 1.2(d), except that Shareholder may retain duplicate
copies and computer files for the sole purpose of reference, updating and
correction, but for no other purpose.

         1.3 Closing Date. The closing ("Closing") shall occur on or before June
9, 2000 (the "Closing Date"). The Closing will take place at 10:00 a.m. at the
offices of Michael Harris, P.A., 1645 Palm Beach Lakes Blvd., Suite 550, West
Palm Beach, Florida, 33401, or, at such other date, time and place or manner, as
may be agreed upon by the parties.

SECTION 2.        PURCHASE PRICE.
                  --------------

         2.1 Purchase Price. The Company shall convey, transfer, assign 90,000
unregistered shares of common stock of the Company ("Common Stock") in exchange
for all of the issued and outstanding shares of common stock of rfpNOW.com, inc.
held by Shareholder. The shares of Common Stock may resold in the future under
Rules 144 or 144A under the Securities Act of 1933 (the "Securities Act"),
subject to compliance with all of the provisions of the Rules. Rule 144 provides
that securities may be resold after a one-year holding period from the date of
payment subject to compliance with the Rule. Among other things, an order to
sell the securities may only be placed after Form 144 has been mailed to the
Securities and Exchange Commission, the securities must be sold to or through a
broker-dealer, the volume limitations must be met (i.e., the greater of 1% of
the outstanding shares or the average weekly trading volume for the four weeks
preceding the filing of Form 144) and there can be no solicitation of any buy
orders. Rule 144A applies to sales to institutions which are "qualified
institutional buyers".

         2.2      Registration Rights.

                  (a)       Piggyback Registration.

                           (i) Each time that the Company proposes for any
reason to register any of its Common Stock under the Securities Act in
connection with the proposed offer and sale of its Common Stock , 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 Company shall promptly give written notice of such Proposed
Registration to


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Shareholder, and shall offer to Shareholder the right to request inclusion of
his Common Stock issued pursuant to the terms of the Agreement in the Proposed
Registration.

                           (ii) The Shareholder shall have 30 days from the
receipt of such notice to deliver to the Company a written request specifying
the number of shares of Common Stock that Shareholder intends to sell in the
Proposed Registration, as well as information on Shareholder's intended method
of disposition.

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

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

                           (v) If the offering is to be an underwritten
offering, and Shareholder proposes to distribute its shares of Common Stock
through such underwritten offering, Shareholder agrees to enter into an
underwriting agreement with the underwriter or underwriters selected for such
underwriting by the Company. The Shareholder may withdraw his Common Stock from
such offering at any time until the day prior to the effective date by written
notice to the Company and the managing underwriter.

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

                  (b) Preparation and Filing. If and whenever the Company 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 Company shall, as
expeditiously as practicable:

                           (i) prepare and file with the Securities and Exchange
Commission (the "Commission") a registration statement for 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 therewith as


                                   Page E-13



may be necessary to keep such registration statement effective until the earlier
of (A) the sale of all Common Stock covered thereby or (B) three months after
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 Shareholder such number of
copies of any prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as such holder
may reasonably request, to facilitate the public sale or other disposition of
such shares of Common Stock issued to Shareholder 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 (except to the extent provided in Section
2(a)(iv)) and do all other acts or things which may be necessary or advisable to
enable Shareholder to consummate the public sale or other disposition in such
jurisdictions of such Common Stock; provided, however, that the Company 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 required to be
delivered under the Securities Act, notify Shareholder 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 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 Company has delivered preliminary or
final prospectuses to Shareholder and after having done so the prospectus is
amended to comply with the requirements of the Securities Act, the Company shall
promptly notify Shareholder and Shareholder , if requested, shall immediately
cease making offers of his Common Stock and return all prospectuses to the
Company. The Company shall promptly provide Shareholder with revised
prospectuses and, following receipt of the revised prospectuses, Shareholder
shall be free to resume making offers of the Common Stock.

                  (c) Expenses. The Company shall pay all expenses incurred in
complying with this Section 2.2, including, without limitation, all registration
and filing fees (including all expenses incident to filing with the NASD
Regulation, Inc.), fees and expenses of complying


                                   Page E-14



with securities and blue sky laws, printing expenses, and fees and disbursements
of the Company's counsel; provided, however, that all underwriting discounts and
selling commissions, attorneys' fees of Shareholder, if any, and selling
expenses applicable to the Common Stock issued to Shareholder and covered by
registration effected pursuant to this Section 2.2 hereof, shall be borne by
Shareholder.

SECTION 3.        REPRESENTATIONS AND WARRANTIES.
                  ------------------------------

         3.1 Shareholder's Representations and Warranties. The Shareholder
hereby represents and warrants to the Company, all of which representations and
warranties are true, complete, and correct in all respects as of the date hereof
and will be as of the Closing Date, as follows:

                  (a) Organization and Qualification. rfpNOW.com, inc. is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation. rfpNOW.com, inc. has all requisite
power and authority to own those properties and conduct those businesses
presently owned or conducted by it, and is duly qualified to do business as it
is now being conducted and is in good standing as a foreign corporation in each
other jurisdiction where the property owned, leased or used by it or the conduct
of its business makes such qualification necessary. The copies of the articles
of incorporation and bylaws of rfpNOW.com, inc., which have been (or will be, at
least two days before the Closing Date) delivered to the Company, are complete
and correct and are in full force and effect at the date hereof.

                  (b) Authorization; No Restrictions, Consents or Approvals. The
Shareholder has full power and authority to enter into and perform this
Agreement. This Agreement has been duly executed by the Shareholder and
constitutes the legal, valid, binding and enforceable obligation of the
Shareholder, enforceable against the Shareholder in accordance with its terms.
The execution and delivery of this Agreement, the exchange of Shares and the
consummation by rfpNOW.com, inc. of the transactions contemplated herein, do not
and will not on the Closing Date (i) conflict with or violate any of the terms
of the articles of incorporation and bylaws of rfpNOW.com, inc. or any
applicable law relating to the Shareholder or rfpNOW.com, inc., (ii) conflict
with, or result in a breach of any of the terms of, or result in the
acceleration of any indebtedness or obligations under, any agreement, obligation
or instrument by which the Shareholder rfpNOW.com, inc. is bound or to which any
property of the Shareholder or rfpNOW.com, inc. is subject, or constitute a
default thereunder, (iii) result in the creation or imposition of any lien on
any of the assets of the Shareholder or rfpNOW.com, inc., (iv) constitute an
event permitting termination of any agreement or instrument to which the
Shareholder or rfpNOW.com, inc. is a party or by which any property or asset of
the Shareholder or rfpNOW.com, inc. is bound or affected, pursuant to the terms
of such agreement or instrument, or (v) conflict with, or result in or
constitute a default under or breach or violation of or grounds for termination
of, any license, permit or other governmental authorization to which the
Shareholder or rfpNOW.com, inc. is a party or by which the Shareholder or
rfpNOW.com, inc. may be bound, or result in the violation by the Shareholder or
rfpNOW.com,


                                   Page E-15



inc. of any laws to which the Shareholder or rfpNOW.com, inc. may be subject,
which would materially adversely affect the transactions contemplated herein. No
authorization, consent or approval of, notice to, or filing with, any public
body or governmental authority or any other person is necessary or required in
connection with the execution and delivery by the Shareholder of this Agreement
or the performance by the Shareholder of his obligations hereunder.

                  (c) Capitalization. The authorized capitalization of
rfpNOW.com, inc. consists of 500 shares of common stock, $ 1.00 par value, 500
of which are issued and outstanding and owned by the Shareholder.

                  (d) Subsidiaries. rfpNOW.com, inc. has no subsidiaries and
does not own any interest in any corporation, partnership, joint venture,
limited liability company, association, trust or entity.

                  (e) Brokers' Fees. rfpNOW.com, inc. has no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Company
could become liable or obligated.

                  (f) No Operations. rfpNOW.com, inc. was organized on April 9,
1999 and has never conducted operations or incurred any liability.

                  (g) Assets. rfpNOW.com, inc. has good and marketable title to
the Assets, free and clear of any lien, which Assets are reflected on Schedules
1.2 (a), (b), (c) and (d). Such Assets are not subject to any Contracts other
than those listed on Schedule 1.2 (a).

                  (h) Employees. rfpNOW.com, inc. does not now have, or has ever
had employees.

                  (i) Intellectual Property and Tangible and Intangible Assets.
rfpNOW.com, inc. owns or possesses all right, title and interest (or holds valid
licenses) to use, whether or not registered, all Intellectual Property and
Tangible and Intangible Assets . Schedules 1.2 (b) and (c) set forth a complete
and accurate list of all such Intellectual Property and Tangible and Intangible
Assets (identifying those owned and those licensed), including all United
States, state and foreign registrations or applications for registration thereof
and all agreements (including, without limitation, agreements pursuant to which
the Shareholder has granted licenses to third parties to use any Intellectual
Property or Intangible Asset) relating thereto. All actions reasonably necessary
to maintain the registered Intellectual Property and Tangible and Intangible
Assets have been taken by rfpNOW.com, inc. rfpNOW.com, inc. is not required to
pay any royalty, license fee or similar compensation with respect to the Assets
in connection with the current or prior conduct of its business. The use by
rfpNOW.com, inc. of any of the Intellectual Property or Tangible and Intangible
Assets does not violate the proprietary rights of any other person and no claims
have been asserted by any person with respect to the use of the Assets by
rfpNOW.com, inc. No person is infringing upon the Assets. rfpNOW.com, inc. has
taken reasonable security measures to protect the secrecy, confidentiality and
value of the Intellectual


                                   Page E-16



Property. Except as set forth in Schedule 3.1(i), no person, other than
rfpNOW.com, inc., owns or has any proprietary, financial or other interest,
direct or indirect, in whole or in part, in the Assets. rfpNOW.com, inc. is not
a party to any confidentiality, secrecy or similar agreements with third
parties.

                  (j) Disclosure. No statement, representation or warranty by
the Shareholder in this Agreement, including the Schedules hereto, contains any
untrue statement of material fact, or omits to state a material fact, necessary
to make such statements, representations and warranties not misleading. There is
no fact known to the Shareholder which has specific application to the Assets,
and, so far as the Shareholder can reasonably foresee, materially threatens in
the future, the Assets which has not been set forth in this Agreement or the
Schedules hereto.

         3.2 Company's Representations and Warranties. The Company hereby
represents and warrants to the Shareholder, all of which representations and
warranties are true, complete, and correct in all respects as of the date hereof
and will be as of the Closing Date, as follows:

                  (a) Organization and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation. The Company has all requisite power
and authority to own those properties and conduct those businesses presently
owned or conducted by it, and is duly qualified to do business as it is now
being conducted and is in good standing as a foreign corporation in each other
jurisdiction where the property owned, leased or used by it or the conduct of
its business makes such qualification necessary, except in any case where a
failure so to qualify would not have a material adverse effect on the Company.
The copies of the articles of incorporation and bylaws of the Company, which
have been delivered to the Shareholder, are complete and correct and are in full
force and effect at the date hereof.

                  (b) Authorization; No Restrictions, Consents or Approvals. The
Company 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 its obligations hereunder has been duly
taken. This Agreement has been duly executed by the Company and constitutes the
legal, valid, binding and enforceable obligation of the Company, enforceable
against the Company in accordance with its terms.

                  (c) Disclosure. No statement by the Company in the documents
described in the receipt attached hereto, contains any untrue statement of a
material fact, or omits to state any material fact, necessary to make such
statements, in the light of the circumstances under which they were made, not
misleading. The Company knows of no material fact which specifically applies to
the Company and (so far as the Company can reasonably foresee) materially
threatens the Company or its business, which has not been disclosed in such
documents, or disclosed to the shareholder.

                  (d) No Broker. The Company has used no broker, and knows of no
broker, which may have a claim against Shareholder for brokerage of this
transaction.


                                   Page E-17



SECTION 4.        COVENANTS PRIOR TO CLOSING.
                  --------------------------

         The Shareholder covenants that, except as otherwise consented to in
writing by the Company, from and after the date hereof until the Closing or the
earlier termination of this Agreement the Shareholder (i) will use reasonable
efforts consistent with past practice to preserve the Assets, (ii) shall not
shall not enter into any contract, lease, license, obligation, indebtedness,
commitment, purchase or sale relating to the Assets; and (iii) shall not enter
into or assume any mortgage, pledge, conditional sale or other title retention
agreement, or permit any Lien to be placed upon the Assets.

SECTION 5.        CLOSING.
                  -------

         5.1 Conditions to the Company's Obligations. The obligations of the
Company under this Agreement, (including, without limitation, the obligation to
consummate and effect the exchange of shares), shall be subject to satisfaction
of the following conditions, unless waived by the Company:

                  (a) The Shareholder shall have performed in all material
respects all agreements, and satisfied in all material respects all conditions
on its part to be performed or satisfied hereunder at or prior to the Closing
Date.

                  (b) All representations and warranties of the Shareholder
herein shall have been true and correct in all material respects when made (or
will have been made true and correct by the Closing Date), shall have continued
to have been true and correct in all material respects at all times subsequent
thereto, and shall be true and correct in all material respects on and as of the
Closing Date as though made on, as of and with reference to such Closing Date.

                  (c) There shall not have occurred any material adverse change
with respect to the Assets or rfpNOW.com, inc.

                  (d) The Shareholder shall have executed and delivered to the
Company all documents necessary to transfer all issued and outstanding shares of
common stock of RfpNOW.com, inc. to the Company, as contemplated by this
Agreement.

                  (e) The Shareholder shall have delivered to Company an
opinion, dated the Closing Date, substantially in a form reasonably satisfactory
to the Company which shall include the subject matter contained in Section 3.1
(a) (b), (c) and (g).

         5.2 Conditions to the Shareholder's Obligations. The obligations of the
Shareholder under this Agreement, (including, without limitation, the obligation
to consummate and effect the share exchange) shall be subject to satisfaction of
the following conditions, unless waived by the Shareholder:


                                   Page E-18



                  (a) The Company shall have performed in all material respects
all agreements, and satisfied in all material respects all conditions on its
part to be performed or satisfied hereunder, at or prior to the Closing Date.

                  (b) All of the representations and warranties of the Company
herein shall have been true and correct in all material respects when made,
shall have continued to have been true and correct in all material respects at
all times subsequent thereto, and shall be true and correct in all material
respects on and as of the Closing Date as though made on, as of, and with
reference to such Closing Date.

         5.3 The Shareholder's Closing Documents. At the Closing, the
Shareholder shall deliver to the Company, in form and substance reasonably
satisfactory to the Company, all consents required under the Contracts, and
appropriate documents to effect or evidence the sale, conveyance, assignment and
transfer to the Company of the issued and outstanding shares of common stock of
rfpNOW.com, inc. as contemplated hereby and necessary to place the Company, in
full possession and enjoyment of all issued of outstanding shares of common
stock of rfpNOW.com, inc. as contemplated hereby, including the following:

                  (a) A certificate evidencing the issued rfpNOW.com, inc.
outstanding shares of common stock of rfpNOW.com, inc., registered in the name
of the Company.

                  (b) Copies of rfpNOW.com, inc.'s bylaws and resolutions
adopted by the board of directors of rfpNOW.com, inc. authorizing the execution
and delivery of, and performance of the Shareholder's obligations under, this
Agreement, certified by the Secretary or an Assistant Secretary of rfpNOW.com,
inc..

                  (c) A certified copy of rfpNOW.com, inc.'s articles of
incorporation, including amendments, if any, together with a certificate of good
standing for rfpNOW.com, inc. issued by the Secretary of State of the
jurisdiction of its incorporation and dated not more than 20 business days prior
to the Closing Date.

SECTION 6.        SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
                  -----------------------------------------------------------

         6.1 Survival of Representations and Warranties and Covenants. The
representations, warranties, covenants, and obligations of the Company and the
Shareholder set forth in this Agreement and in any certificate, agreement, or
instrument delivered in connection with the transactions contemplated hereby,
shall survive the Closing for a period of three years.

         6.2 Indemnification by the Shareholder. In addition to and not in
limitation of the Shareholder's indemnification obligations set forth elsewhere
in this Agreement, Shareholder shall, defend, indemnify, and hold harmless the
Company and its affiliates and its respective officers, directors, shareholders,
agents and employees (individually, a "Company Indemnitee" and collectively the
"Company Indemnitees"), from and against any and all claims, losses,
deficiencies, liabilities, obligations, damages, penalties, punitive damages,
costs, and expenses 


                                   Page E-19



(including, without limitation, reasonable legal, accounting and consulting
fees), whether or not resulting from third party claims (collectively,
"Losses"), suffered by a Company 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 Shareholder
in this Agreement or in any document, certificate or affidavit delivered by the
Shareholder pursuant to the provisions of this Agreement;

                  (b) any obligation, liability, debt or commitment of
rfpNOW.com, inc. which is not disclosed herein, whether or not paid by the
Company; and

                  (c) 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
Company Indemnitees is alleged to be liable pursuant to any successor or similar
theory of liability).

         6.3 Indemnification By The Company. The Company shall defend, indemnify
and hold harmless, the Shareholder from and against any and all Losses, suffered
by the Shareholder, which arise out of or result from any inaccuracy or
misrepresentation in or breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in any
document, certificate or affidavit delivered by the Company pursuant to the
provisions of this Agreement.

         6.4 Indemnification Payments. All indemnity payments, whether by the
Company or the Shareholder, to be made under this Agreement, shall be made in
immediately available funds.

         6.5 Procedure for Third Party Claims.

                  (a) Notice to the indemnifying party shall be given promptly
after receipt by the Shareholder or the Company 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. If 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) For actions where 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 


                                   Page E-20



participate in the defense of such action, the cost of such participation to be
at its own expense. The indemnifying party shall pay the reasonable attorneys'
fees and expenses of the party seeking indemnification to the extent that such
fees and expenses relate 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.

         6.6 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. Section 6.6 shall not
limit, impair or modify any provisions of this Agreement or otherwise impose any
additional liability or obligation on the Company for any liability or
obligation of the Shareholder ,other than the Company's obligation to indemnify
the Shareholder hereunder.

         6.7 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 6 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 7.        GENERAL PROVISIONS.
                  ------------------

         7.1 Documentary Taxes. Each party shall pay any documentary or other
taxes, arising from the issuance of any capital stock by such party.

         7.2 No Third Party Beneficiaries. Nothing in this Agreement shall it be
construed, to confer any rights or benefits upon any person (including, but not
limited to, any employee or former employee of the Shareholder) other than the
parties hereto, and solely to the extent provided in Section 6, the Shareholder
and the Company Indemnitees, and no other person ,shall have any rights or
remedies hereunder.

         7.3 Specific Performance. Each of the parties acknowledges and agrees
that the other parties would be damaged irreparably if any of the provisions of
this Agreement are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, each party agrees that the other party
shall be entitled, without the necessity of pleading or proving irreparable harm
or lack of an adequate remedy at law or posting any bond or other security, to


                                   Page E-21



an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof. Any such claim for specific performance shall be brought and
determined in the appropriate federal or state court, in the State of Florida
and in no other forum. The parties hereby irrevocably submit to the jurisdiction
of any such Florida state court or federal court in Florida, in connection with
such claim for a specific performance.

         7.4 Severability. If 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.

         7.5 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.

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

         7.7 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-22




Notice to the Shareholder shall be sufficient if given to:

                                    Martin Hoffman
                                    4350 Player Street
                                    Hollywood, FL  33021
                                    Facsimile: (954) 923-0060

         With a copy to:            John P. Fenner, Esq.
                                    3998 FAU Boulevard
                                    Suite 200
                                    Boca  Raton, FL 33431
                                    Facsimile: (561) 620-8569

Notice to the Company shall be sufficient if given to:

                                   The Publishing Company of North America, Inc.
                                   186 P.C.N.A. Parkway
                                   Lake Helen, FL  32744
                                   Facsimile: (904) 228-0271
                                   Attention:  Peter S. Balise, President

         With a copy to:           Michael Harris, P.A.
                                   1645 Palm Beach Lakes Blvd., Suite 550
                                   West Palm Beach, FL 33401
                                   Facsimile:  (561) 478-1817
                                   Attention:  Michael D. Harris, Esq.

         7.8 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.

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

         7.10 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 Volusia 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 


                                   Page E-23



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.

         7.11 Tax Returns. The Shareholder agrees to file or cause to have filed
any federal, state, and local tax returns as required for the Company from the
time of its incorporation until the Closing Date. A copy of all such returns
will be provided to the Company as soon as practicable after their filing.


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


                       The Publishing Company of North America, Inc.


                       By:  /s/ Peter S. Balise                         
                            -----------------------------------
                            Peter S. Balise, President 
                                                       

                       By:  /s/ Martin Hoffman                     
                            ---------------------------------------
                            Martin Hoffman, sole shareholder of rfpNOW.com, inc.













                                   Page E-24




                                 SCHEDULE 1.2(A)
                                 ---------------

                          CONTRACTS OF RFPNOW.COM, INC.
                          -----------------------------

"Contracts" means all contracts, agreements and other arrangements whether
written or oral, to which rfpNOW.com, inc. is a party as to which the breach,
non-performance, failure to renew, or cancellation could have a material adverse
effect on the Assets, which Contracts are: there are two contracts with outside
authors which require crosslinks, in their materials, with the authors websites.


































                                   Page E-25




                                 SCHEDULE 1.2(B)
                                 ---------------

                    INTELLECTUAL PROPERTY OF RFPNOW.COM, INC.
                    -----------------------------------------





































                                   Page E-26





                                 SCHEDULE 1.2(C)
                                 ---------------

               TANGIBLE AND INTANGIBLE ASSETS OF RFPNOW.COM, INC.
               --------------------------------------------------

TANGIBLE ASSETS
---------------


INTANGIBLE ASSETS
-----------------

A.  Twenty-six  (26)  completed  consumer-oriented  articles,  each  covering an
area of the law listed  below, in Oracle and electronic text format:

1.       Annulment
2.       Attorneys and Fees
3.       Automobile Accidents
4.       Bankruptcy
5.       Business Organizations
6.       Child Custody, Visitation and Support
7.       Consumer Protection
8.       Corporations
9.       Courts and Legal System
10.      Criminal Law and Procedure
11.      Divorce
12.      Estate Planning
13.      Home Purchase and Sale
14.      Intellectual Property
15.      Malpractice
16.      Marriage
17.      Medicare and Medicaid
18.      Mortgages
19.      Personal Injury/Accidents
20.      Powers of Attorney/Living Wills
21.      Product Liability
22.      Social Security
23.      Trusts
24.      Wills
25.      Worker's Compensation
26.      U.S. Immigration

(At the end of each article, a list will be included of relevant terms that are
intended to be incorporated as part of a boolean search for content.)


                                   Page E-27



B. The total content of the Legal Q & A section now featured on the
Lawyerpages.com Web site, comprising 36 topic areas, including Hiring an
Attorney, as follows:

       ABORTION                                      ESTATE PLANNING-ESTATE AND
       --------                                      --------------------------
       ACCIDENTS-NEGLIGENCE                          GIFT TAX
       --------------------                          --------
       ADOPTION                                      HEALTH INSURANCE
       --------                                      ----------------
       AUTOMOBILE INSURANCE                          HOMEOWNERS INSURANCE
       --------------------                          --------------------
       BANKRUPTCY                                    IMMIGRATION
       ----------                                    -----------
       CHILD CUSTODY                                 INSURANCE
       -------------                                 ---------
       CHILDREN                                      LANDLORD-TENANT
       --------                                      ---------------
       CORPORATIONS-BUSINESS                         LIFE INSURANCE
       ---------------------                         --------------
       COURTS AND LEGAL SYSTEM                       MALPRACTICE
       -----------------------                       -----------
       CREDIT                                        MARRIAGE
       ------                                        --------
       CRIMINAL LAW                                  MEDICARE
       ------------                                  --------
       DEATH ISSUES                                  MORTGAGES
       ------------                                  ---------
       DISABILITY INSURANCE                          REAL ESTATE-HOME PURCHASE
       --------------------                          -------------------------
       DISCRIMINATION-AMERICANS WITH DISABILITIES    SOCIAL SECURITY
       -------------------------------------------   ---------------
       ACT (ADA)                                     TITLE INSURANCE
       ---------                                     ---------------
       DIVORCE-ANNULMENT                             TRUSTS
       -----------------                             ------
       DOMESTIC VIOLENCE                             WILLS AND PROBATE
       -----------------                             -----------------
                                                     WORKERS COMPENSATION
                                                     --------------------


C. The entire legal dictionary now featured on the Lawyerpages.com web site, in 
its most recent revision.


                                   Page E-28




                                 SCHEDULE 1.2(D)
                                 ---------------

                    RECORDS AND DOCUMENTS OF RFPNOW.COM, INC.
                    -----------------------------------------
































                                   Page E-29




                                 SCHEDULE 3.1(I)
                                 ---------------

                            PERMITTED USE OF CONTENT
                            ------------------------


1)       The Company grants to the Shareholder, to rfpNOW.com, inc., and to
         Findacorp, Inc. (collectively, "Findacorp"), an irrevocable and
         non-transferable five-year license allowing Findacorp to continue to
         feature on the Lawyerpages.com web site, the current Legal Q & A
         content section now featured on the Lawyerpages.com Web site.

2)       The Company grants to Findacorp an irrevocable and non-transferable
         five-year license allowing Findacorp to continue to feature on the
         Lawyerpages.com web site, the current legal dictionary content now
         featured on the Lawyerpages.com web site.































                                   Page E-30
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