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                                                              EXHIBIT 10.2(B)(c)



              SECOND AMENDMENT TO MEDIA NETWORK SERVICES AGREEMENT

         This Second Amendment to the Media Network Services Agreement (the
"Amendment") is made and entered as of this 14th day of December, 1999, by and
between 7-Eleven, Inc., formerly known as The Southland Corporation ("7-Eleven")
and NGN Next Generation Network formerly known as Mentus Media Corp. and The
Mentus Group, Inc. ("NGN").

         WHEREAS, 7-Eleven and NGN entered into that certain Media Network
Services Agreement on or about April 18, 1995 (the "Media Agreement") as amended
by the First Amendment dated April I, 1998 ("First Amendment'); and

         WHEREAS, 7-Eleven and NGN desire to amend the Media Agreement a second
time for the purposes set forth below.

         NOW, THEREFORE, for and in consideration of the mutual covenants,
promises and conditions contained herein, the parties agree to amend the Media
Agreement as follows:

         1. Section 2 -HARDWARE AND HARDWARE INSTALLATION.

         Section 2.01 is amended as follows:

                  "(a) NGN will, at its sole cost and expense, de-install the
         existing Hardware consisting of the video monitor and related equipment
         in the Stores as the Overhead Pack Merchandisers ("OPM") are removed
         from the OPM Stores and will relocate the Hardware to a mutually agreed
         upon more visible location at the OPM Store."

         The Hardware Installation Rollout Schedule referenced in section 2.03
of the Media Agreement ("Installation Schedule") as previously amended by the
First Amendment is amended as follows:

                  (b) "NGN shall complete the Hardware Installation in at least
         4,800 total Stores no later than November 30, 2000. NGN will install,
         at its sole cost and expense, the new counter mounted flat video
         screens and the related hardware and wiring, including any necessary
         telephone lines as set forth in Exhibit A (the "'New Hardware") in all
         new Stores that are opened by 7-Eleven during the Term in ADI areas
         where NGN has previously installed the Hardware or in ADI areas where
         NGN intends to install the Hardware or New Hardware. NGN and 7-Eleven
         will discuss and agree upon a New Hardware Installation Schedule for
         the remaining Stores based on mutually agreed upon ADI areas. The New
         Hardware Installation Schedule is attached herein as Exhibit C.


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                  (c) 7-Eleven acknowledges that the New Hardware Installation
         referenced in subsection (b) above is contingent upon the removal of
         the OPM in the OPM Stores. As such, NGN shall complete the hardware
         Installation in the OPM Stores no later than ninety (90) days after the
         OPM has been removed from the OPM Stores.

                  (d) NGN shall pay 7-Eleven liquidated damages (and not as a
         penalty) the amount of $150,000 on or before December 31, 2000, if for
         whatever reason, the Hardware Installation has not been completed in at
         least 4,800 Stores by November 30, 2000. Except as provided in (e)
         below, the liquidated damages shall represent 7-Eleven's sole remedy
         against NGN in the event the Installation Schedule is not met.

                  (e) If, for whatever reason, the Hardware has not been
         installed in at least 4,800 total Stores by May 30, 2001, 7-Eleven may
         immediately terminate the Media Agreement upon thirty (30) days written
         notice to NGN.

                  (f) 7-Eleven agrees to waive the liquidated damages of
         $100,000 under section 2 (b) of the First Amendment to Media Network
         Services Agreement provided that NGN: (i) pays 7-Eleven the Program Fee
         set forth in section 2 of the Amendment by December 21, 1999; and (ii)
         meets its obligations under the Media Agreement and the Amendment.

                  (g) The New Hardware Installation deadlines set forth in
         subparagraph (b), (c) and (d) above shall he extended by one (1) day
         for each day of any delay by NGN in meeting the Hardware Installation
         Schedule that is caused solely by the actions of 7-Eleven, its agents
         or participating franchisees. Prior to the Installation Schedule being
         extended, NGN shall provide 7-Eleven with written notice of any claimed
         delay caused solely by 7-Eleven."

         2. Section 6 - PROGRAM FEE.

         Section 6.02 of the Media Agreement is amended as follows:

                   "(a) For the 1999 Fee Year only, NGN will pay t7-Eleven on or
         before December 21st 1999, $1,500,000 which represents a partial
         payment of the difference between the Program Fees paid and the Annual
         Minimum Payment. The balance of the Program Fees for the 1999 Fee Year
         will be paid by NGN on or before January 31, 2000. Program Fees for all
         subsequent Fee Years will be paid according to the Media Agreement."

         Except as provided by this Amendment, all of the terms and conditions
in the Media Agreement shall remain in full force and effect and it constitutes
the legal and binding obligations of NGN and 7-Eleven.

         The Amendment, along with the Media Agreement and First Amendment is
the entire agreement between the parties and supersedes all prior agreements or
representations, whether written or oral or through course of dealing between
the parties.

IN WITNESS WHEREOF, the parties have executed the Amendment as of the day and
year first set out above.



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                                            7-ELEVEN, INC.

Attest: ________________________            By: ____________________________
         Assistant Secretary
                                            Its: ____________________________


                                            NGN NEXT GENERATION NETWORK

                                            By: _______________________________

                                            Its: _______________________________