PTN Media
Attn: Peter Klamka
455 E. Eisenhower
Ann Arbor, MI 48105

Cloudy Productions Ltd.
United Talent Agency
Attn: Lisa Jacobson
9560 Wilshire Blvd.
4th Floor
Beverly Hills, CA 92012

Re: Amendment to Palm, Inc. - PTN Media Agreement dated October 5, 2000


Dear Peter and Lisa,

As you know, we have recently been discussing alternative methods to move the
existing inventory of Claudia Schiffer Edition Palm Vx handhelds (CS Units)
ordered by PTN Media (PTN) pursuant to a purchase order issued on December 1,
2000 (the "Purchase Order"). The contract Palm, Inc. (Palm) signed with PTN
permits distribution only through the Claudia Schiffer web site. Since sales via
that channel have not met our mutual expectations, we all agree it is
appropriate to broaden distribution as more fully set forth below. What follows
is the agreement Palm, PTN and Cloudy Productions Ltd. via United Talent Agency
have made. It if it is consistent with your understanding, please sign the
letter where indicated and fax it back to me.

     1.   Palm will offer the CS Units directly to U.S. and Canadian customers
          via its Store on the Palm.com website.
     2.   For a period up to one (1) year from the date hereof unless further
          approved by Cloudy Productions, Palm will also make the product
          available to its standard distribution channels in both the U.S. and
          Canada. It is understood that such channels do not include specialty
          fashion. Any use of the name, image or likeness of Ms.Schiffer in any
          packaging, promotional or advertising materials, shall be approved in
          advance by Cloudy Productions.
     3.   Depending on sales, Palm will withhold inventory according to its
          standard practices in order to support customer service requests. No
          fee (Paragraph 5) shall be due for such units.
     4.   Palm will pay to PTN the sum of $20.00 for every CS Unit sold and paid
          for, net of any returns. The foregoing shall be inclusive of any and
          all royalties or fees due to either PTN or Cloudy Productions
          (relating to Ms. Schiffer) for the sales of these units, including any
          fees due for the third party software contained on the CS CD. PTN
          hereby authorizes and directs such sum to be paid directly to the
          order of Cloudy Productions (at the address above), which payment
          consists of $10 per unit as cloudy Productions' share of the $20
          royalty, and $10 per unit as a partial payment by PTN to Cloudy
          Productions on account of PTN's outstanding obligations due to Cloudy
          Productions.


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     5.   By signing this letter, both PTN and Cloudy Productions agree that
          Palm has full rights and authority to sell the CS Units as set forth
          herein. To the extent necessary, PTN and Cloudy Productions hereby
          grant such rights to Palm for this limited purpose.
     6.   PTN will provide to Palm documentation sufficient for Palm to
          distribute the software contained in the CS Unit software CD,
          including distribution in Canada and via Palm's standard channels.
          There will be no charge to Palm for such rights.
     7.   PTN agrees to indemnify and hold Palm harmless from any claim brought
          by any third party arising out of or related to Palm's right to
          distribute the CS Unit and CS Unit software CD.
     8.   To the extent Palm is able to sell the units, PTN will be relieved of
          its responsibilities under the Purchase Order placed by PTN for the
          units. PTN shall remain obligated for any unsold CS Units. Cloudy
          Productions shall have no responsibility with respect thereto.
     9.   Any unsold units remaining in inventory as of March 30, 2001 may be
          reworked by Palm into non-CS Units and sold as such. PTN will pay to
          Palm $30.00 per unit to rework such units. Upon payment of the rework
          fee, PTN shall be relieved of its responsibilities for such units
          under the Purchase Order. If PTN desires to take delivery of any
          remaining inventory it will make payment for same prior to March 31,
          2001 or Palm may proceed as described without need of notice to PTN.
     10.  Palm will supply the quantity of CS Units sold by Palm to PTN Media
          and Cloudy Productions by March 30, 2001.

This document will serve as an amendment to the Palm, Inc. - PTN Media agreement
dated October 5, 2000, the terms of which shall control except as otherwise
changed herein.

Sincerely,

/s/  Denny Riley
Denny Riley
Sr. Director, OEM Sales
Palm, Inc.

By signing on the attached signature page, each party agrees to the terms set
forth.


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Palm, Inc.
----------

Printed Name:  Dennis Riley
Title:  Sr. Director OEM
Signature:  /s/  Dennis Riley
Date:  3-15-01

PTN Media
---------

Printed Name:  Peter Klamka
Title:  CEO
Signature:  /s/  Peter Klamka
Date:  3-15-01

United Talent Agency/for Cloudy Productions Ltd.
------------------------------------------------

Printed Name:  Gudrun Schiffer
Title:  Director
Signature:  /s/  Gudrun Schiffer
Date:  28-Feb-2001