Exhibit 10.8(6)


                          LICENSE AND SUPPLY AGREEMENT


This License and Supply Agreement ("Agreement") is entered into this 25th day of
February, 2002 ("Effective Date") by and between Motorola, Inc., a Delaware
corporation having a place of business at 8000 West Sunrise Boulevard,
Plantation, Florida 33322 ("Motorola") and PTN Media Inc., a Michigan
corporation having a principal place of business at 2750 South State, Ann Arbor,
Michigan 48104 ("PTN Media"). Motorola and PTN Media are each sometimes referred
to herein as a "Party" and collectively as the "Parties".

                                    RECITALS

     WHEREAS, Motorola is a manufacturer of wireless phone products that have
removable and replaceable faceplates and battery doors;

     WHEREAS, PTN Media has acquired certain rights to the trademarks and rights
of publicity owned by recording artist Christina Aguilera, including the rights
to sublicense such trademarks and rights of publicity;

     WHEREAS, PTN Media desires to sublicense its rights in the rights of
publicity and trademarks of Christina Aguilera to Motorola to allow Motorola to
manufacture or have manufactured and sell or have sold to PTN Media only an
aftermarket accessory kit ("Kit") for Motorola's phone products that includes at
least a phone faceplate and/or battery door bearing the name, image, likeness
and/or endorsement of Christina Aguilera and packaging materials bearing the
trademarks and/or the image, name, likeness and/or endorsement of Christina
Aguilera;

     WHEREAS, PTN Media desires to buy from Motorola or a mutually agreed upon
third party and Motorola desires to sell or have sold to PTN Media such Kit and
authorize PTN Media as a distributor of such Kit in certain retail channels;

     NOW THEREFORE, in consideration of the foregoing premises, and mutual
covenants, promises and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, with the intention to be legally bound hereby, the Parties agree
as follows:

                              TERMS AND CONDITIONS

1.   Definitions. The following terms shall be defined as follows for the
     purposes of this Agreement:

     1.1  "Christina Aguilera's Property Rights" shall mean all worldwide rights
          in and to (a) all trademarks owned by Christina Aguilera; and (b)
          Christina Aguilera's name, image, likeness, endorsement and/or other
          rights of publicity.

     1.2  "Daltek" shall mean Daltek Inc. of Dalton, Georgia U.S.A.

     1.3  "F.O.B. Point" shall mean the shipping dock of Daltek

     1.4  "Kit" shall mean the aftermarket accessory kit for Motorola's phone
          products that (a) has been approved for distribution and sale by PTN
          Media and Motorola, (b) bears one or more Motorola trademarks, and (c)
          includes (i) a phone faceplate and/or battery door that includes
          Christina Aguilera's name, image, likeness, and/or endorsement; and
          (ii) packaging materials bearing the trademarks and/or the image,
          name, likeness and/or endorsement of Christina Aguilera, and/or
          Motorola.

2.   License. PTN Media hereby grants to Motorola, during the term of this
     Agreement, a worldwide, royalty-free, non-exclusive license of PTN Media's
     rights in and to Christina Aguilera's Property Rights to (a) manufacture or
     have manufactured the Kit; (b) sell or have sold the Kit to PTN Media; and
     (c) advertise or otherwise promote PTN Media's sales of the Kit.

3.   Products and Prices. This Agreement is for sales of Kits only and does not
     create any obligation on Motorola with respect to any other products or
     services of Motorola. The parties agree that PTN Media will purchase Kits,
     subject to availability, from Daltek. In the event that Motorola decides to
     supply the Kits directly to PTN Media at some time in the future, the
     Parties will amend this Agreement to reflect the volumes, prices, payment
     terms, and approximate delivery times relating to Motorola's direct supply
     of the Kits. Motorola, Daltek or another mutually agreed upon third party
     will package each Kit, at their own expense, in retail packaging that will
     be mutually agreed upon by both Parties.

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4.   Worldwide Sales. PTN Media may resell the Kits worldwide. If PTN Media
     sells Kits through PTN Media's web site or catalog, PTN Media agrees to
     sell the Kits to end-user customers only in mutually agreed upon packaging.

5.   Channels/Accounts. PTN Media may sell the Kits to any retail customers or
     in any retail channels only.

6.   Purchases. All purchase orders by PTN Media will be submitted to Daltek or
     as otherwise agreed upon by the Parties.

7.   Construction. Any change to the terms and conditions of this Agreement must
     be made in the form of an amendment signed by both Parties. Terms and
     conditions specified in purchase orders, invoices or other writings are
     subordinate to and shall not alter the terms and conditions of this
     Agreement in any manner.

8.   Delivery. Except as otherwise agreed in writing by the Parties or by PTN
     Media and Daltek, all deliveries will be made to PTN Media at the F.O.B.
     Point. Title to the Kits sold will pass to PTN Media at the F.O.B. Point.
     PTN Media will be invoiced for freight charges unless otherwise agreed by
     Daltek.

9.   Force Majeure. Neither Party shall be liable for any delay or failure to
     perform due to any cause beyond its reasonable control. Causes include, but
     are not limited to, strikes, acts of God, interruptions of transportation
     or inability to obtain necessary labor, materials or facilities, or default
     of any supplier. Notwithstanding the foregoing, in the event either Party
     is unable to wholly or partially perform for a period greater than
     forty-five (45) calendar days because of any cause beyond its control,
     either Party may terminate any delayed order without any liability.

10.  Intellectual Property.

     10.1 Notwithstanding any provision of this Agreement to the contrary, each
          Party shall retain all rights in their respective intellectual
          property and any proprietary materials. Except as expressly provided
          under this Agreement, no license under any patents, copyrights, trade
          secrets or any other intellectual property rights, express or implied,
          are granted by either Party under this Agreement.

     10.2 As between PTN Media and Motorola, in the event that intellectual
          property is created jointly by employees or individuals acting on
          behalf of either Party, these joint proprietary materials are, and
          shall at all times remain, the joint property of Motorola and PTN
          Media, including without limitation, all worldwide intellectual
          property rights embodied in, related to, or represented by such joint
          proprietary materials. Each Party shall be free to use the jointly
          owned intellectual property without requiring the consent of the other
          Party or providing an accounting to the other Party, except to the
          extent that such joint materials include the trademark(s) of either
          Party or the intellectual property rights of third parties, including
          Christina Aguilera, in which case written approval of the appropriate
          property owner or licensee must be obtained prior to using the joint
          materials. However, neither Party shall license or assign its rights
          in the jointly owned intellectual property to third parties without
          the prior written consent of the other Party.

11.  Warranty.

     11.1 To PTN Media. Motorola warrants that each faceplate and battery door
          forming part of a Kit will be free from defects in material and
          workmanship, and will meet the product's applicable specifications.
          The duration of such warranty is for a period of one (1) year from the
          date of delivery of the Kit to PTN Media at the F.O.B. Point.
          Motorola's sole and exclusive obligation hereunder is to issue credit
          or replace, in Motorola's sole discretion, any faceplate or battery
          door sold hereunder with any defect warranted against, provided that
          Motorola receives notice of the defect during the one-year warranty
          period and any defective faceplates or battery doors are returned to
          Motorola at a location to be designated by Motorola. All return
          handling is to be handled exclusively via PTN Media. This one-year
          warranty is the complete and total warranty for faceplates or battery
          doors manufactured by or on behalf of Motorola. Motorola does not
          warrant the installation, maintenance, decorating or service of the
          Kits. Motorola disclaims any and all liability for damage caused by

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          equipment, including packaging, not furnished by Motorola, which is
          attached to, or used in conjunction with, the Kits or any portion
          thereof. Motorola shall also not be responsible for any damage caused
          by PTN Media or its carrier during transportation of the Kits for
          resale to PTN Media's customers. Motorola's warranty applies to
          warrantable defects only and does not apply to repairs or replacements
          necessitated by catastrophe, misuse, abuse, accident, fault or
          negligence of PTN Media or others. Any faceplate or battery door
          returned to Motorola during the warranty period that is determined to
          be free of any warrantable defects in material and workmanship and to
          conform to the applicable Motorola specifications shall be returned to
          PTN Media at PTN Media's expense. EXCEPT AS STATED ABOVE, MOTOROLA
          DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
          LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR ANY
          SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR BREACH OF WARRANTY
          EVEN IF MOTOROLA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH
          DAMAGES AND EVEN IF SUCH DISCLAIMER FRUSTRATES THE ESSENTIAL PURPOSE
          OF THIS AGREEMENT.

     11.2 To End-User. Motorola warrants each faceplate and battery door to the
          end-user or consumer only in accordance with the Limited Warranty
          included with the faceplate and battery door (as such Limited Warranty
          may be revised by Motorola from time to time to be applicable to Kits
          shipped by Motorola on or after the effective date of the revision),
          and makes no representation or warranty of any other kind, express or
          implied. EXCEPT AS OTHERWISE PROVIDED IN THE LIMITED WARRANTY,
          MOTOROLA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.  Other Representations and Warranties.

     12.1 By PTN Media. PTN Media hereby represents and warrants to Motorola
          that: (i) PTN Media has the power and authority to enter into and
          perform its obligations according to the terms of this Agreement; (ii)
          PTN Media has no restrictions that would impair its ability to perform
          its obligations and grant all rights contemplated by this Agreement;
          (iii) PTN Media has not and will not enter into any agreement that is
          inconsistent with its obligations hereunder; (iv) PTN Media has
          obtained and currently holds valid and sufficient rights, including
          rights in Christina Aguilera's Property Rights, to license the rights
          granted to Motorola herein; and (v) the content of the Kit and the
          distribution thereof shall comply with all applicable federal, state,
          and local laws and regulations.

     12.2 By Motorola. Motorola hereby represents and warrants to PTN Media that
          Motorola: (i) has the power and authority to enter into and perform
          its obligations according to the terms of this Agreement; (ii) has no
          restrictions that would impair its ability to perform its obligations
          contemplated by this Agreement; and (iii) has not and will not enter
          into any agreement that is inconsistent with its obligations
          hereunder.

13.  Technical Assistance. In the event that Motorola renders technical advice,
     facilities and/or services to PTN Media in connection with PTN Media's
     purchase, use or distribution of any Kits, Motorola's faceplate and battery
     door warranty shall remain solely as provided and limited under Section 11,
     and Motorola shall incur no liability associated with the rendering of such
     advice, facilities and/or services. Motorola provides any such technical
     advice, facilities, and/or services "AS IS" and PTN Media accepts any such
     advise, facilities and/or services at its own risk.

14.  Motorola Intellectual Property Indemnity.

     14.1 Motorola agrees to defend, at its expense, any suits against PTN Media
          based upon a claim that any faceplate or battery door furnished
          hereunder by Motorola or Daltek directly infringes a valid U.S. patent
          or copyright or misappropriates a trade secret and to pay costs and
          damages finally awarded based upon such claim in any such suit,
          provided that: (1) such claim is not subject to PTN Media's indemnity
          obligation as set forth in Section 16 below; (2) Motorola is promptly
          notified by PTN Media in writing as soon as reasonably practicable
          after PTN Media first becomes aware of the claim of infringement or
          misappropriation, but in no event later than fifteen (15) calendar
          days of the date on which PTN Media first received notice of such

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          claim; and (3) at Motorola's request and expense, Motorola is given
          sole control of the suit and all requested assistance for defense of
          same through appeal. Motorola shall not be liable for any settlement
          made without its written consent. If the use or sale of any
          faceplate(s) or battery door(s) furnished under this Agreement is
          enjoined as a result of such suit, Motorola at its option and at no
          expense to PTN Media, will: (1) obtain for PTN Media the right to use
          or sell such faceplate(s) or battery door(s); (2) substitute an
          equivalent product reasonably acceptable to PTN Media and extend this
          indemnity thereto, or (3) accept the return of the Kit(s) and
          reimburse PTN Media the purchase price thereof, less a reasonable
          charge for prior use, if any, of the Kit(s). If the infringement is
          alleged prior to completion of delivery of the Kit(s), Motorola shall
          have the right to decline or require Daltek to decline to make further
          shipments without being in breach of this Agreement.

     14.2 This indemnity does not extend to any suit based upon any infringement
          or alleged infringement arising from faceplate(s) or battery door(s)
          furnished by Motorola or Daltek that are: (1) altered in any way by
          PTN Media or any third party if the alleged infringement would not
          have occurred but for such alteration and Motorola did not authorize
          such alteration; (2) combined with any other products or elements not
          furnished by Motorola if the alleged infringement would not have
          occurred but for such combination and Motorola did not authorize such
          combination; or (3) designed and/or manufactured in accordance with
          PTN Media's designs, specifications, or instructions if the alleged
          infringement would not have occurred but for such designs,
          specifications, or instructions. In no event shall Motorola indemnify
          PTN Media or be liable in any way for royalties payable based on a per
          use basis, or customer revenues derived by PTN Media therefrom, or any
          royalty basis other than a reasonable royalty based upon revenue
          derived by Motorola from PTN Media from sales or license of the
          infringing faceplate(s) or battery door(s).

     14.3 THE INDEMNITY PROVIDED IN THIS SECTION 14 IS THE SOLE, EXCLUSIVE, AND
          ENTIRE LIABILITY OF MOTOROLA AND THE REMEDIES PROVIDED IN THIS SECTION
          14 SHALL BE PTN MEDIA'S EXCLUSIVE REMEDIES AGAINST MOTOROLA FOR
          INTELLECTUAL PROPERTY INFRINGEMENT, OR TRADE SECRET MISAPPROPRIATION,
          WHETHER DIRECT OR CONTRIBUTORY, AND IS PROVIDED IN LIEU OF ALL
          WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO,
          INCLUDING, WITHOUT LIMITATION, THE WARRANTY AGAINST INFRINGEMENT
          SPECIFIED IN THE UNIFORM COMMERCIAL CODE.

15.  Motorola's Product Liability Indemnity.

     15.1 Motorola agrees to defend, at its expense, any suits against PTN Media
          based upon a claim by a third party that a material defect in any
          faceplate(s) or battery door(s) furnished hereunder by Motorola or
          Daltek caused death or bodily injury to such third party and to pay
          costs and damages finally awarded based upon such claim in any such
          suit; provided that Motorola is: (1) notified by PTN Media in writing
          within fifteen (15) calendar days of the date on which PTN Media first
          received notice of the claim; and (2) at Motorola's request and
          expense, given sole control of the suit and all requested assistance
          for defense of same through appeal. Motorola shall not be liable for
          any settlement made without its written consent.

     15.2 This indemnity does not extend to any suit based upon death or bodily
          injury arising from faceplate(s) or battery door(s) furnished by
          Motorola or Daltek that are: (1) altered in any way by PTN Media or
          any third party if the alleged death or bodily injury would not have
          occurred but for such alteration and such alteration was not
          authorized by Motorola; (2) combined with any other products or
          elements not furnished by Motorola if the alleged death or bodily
          injury would not have occurred but for such combination and such
          combination was not authorized by Motorola; or (3) designed and/or
          manufactured in accordance with PTN Media's designs, specifications,
          or instructions if the alleged death or bodily injury would not have
          occurred but for such designs, specifications or instructions.

     15.3 THE INDEMNITY PROVIDED IN THIS SECTION 15 IS THE SOLE, EXCLUSIVE, AND
          ENTIRE LIABILITY OF MOTOROLA AND THE REMEDIES PROVIDED IN THIS SECTION
          15 SHALL BE PTN MEDIA'S EXCLUSIVE REMEDIES AGAINST MOTOROLA FOR CLAIMS
          BY THIRD PARTIES FOR DEATH OR BODILY INJURY AND IS PROVIDED IN LIEU OF
          ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO.

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16.  PTN Media's General Indemnity. PTN Media shall indemnify and hold harmless
     Motorola, its affiliates and subsidiaries, and its and their respective
     officers, directors, employees, agents, customers, successors and assigns
     (each an "Indemnified Party") from and against any judgments, losses,
     damages, liabilities, costs or expenses (including, but not limited to,
     reasonable attorneys' fees and legal expenses) of any kind incurred by an
     Indemnified Party and associated with or arising from: (i) any breach or
     claimed breach of PTN Media's representations and warranties; and (ii) any
     third party claim or action brought against an Indemnified Party alleging
     that any content of the Kit supplied by PTN Media, including without
     limitation any image, likeness, name, or endorsement of Christina Aguilera
     (a) infringes, misappropriates or violates in any manner, any intellectual
     property right, right of publicity, right of privacy, moral right, or any
     other proprietary right of a third party; or (b) contains material or
     information that is fraudulent, deceptive, misleading, obscene, defamatory,
     trade libelous, libelous, slanderous, or unlawfully harassing or injurious,
     or is in violation of personal or property rights, regulation or law, or
     other common law or statutory rights. The foregoing indemnity will be in
     addition to, and not in lieu of, all other legal rights and remedies that
     Motorola may have. PTN Media agrees that it will, upon Motorola's request
     and at PTN Media's expense, defend or assist Motorola in the defense of any
     action brought against Motorola for which PTN Media has an indemnity
     obligation hereunder.

17.  Limitation of Liability. EXCEPT FOR THIRD PARTY CLAIMS ARISING UNDER
     SECTION 14 OR 15, MOTOROLA'S TOTAL LIABILITY FOR ANY AND ALL COSTS,
     DAMAGES, CLAIMS, INDEMNIFIABLE CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF
     OR IN CONNECTION WITH THIS AGREEMENT OR KIT(S) SUPPLIED UNDER THIS
     AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT RECEIVED BY MOTOROLA FROM PTN
     MEDIA OR DALTEK IN CONNECTION WITH THE KITS PURCHASED BY PTN MEDIA WITH
     RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED, AND IN NO EVENT SHALL
     MOTOROLA BE LIABLE TO PAY PTN MEDIA OR ANYONE CLAIMING ON BEHALF OF PTN
     MEDIA ANY AMOUNTS IN EXCESS OF SUCH AMOUNT. IN NO EVENT WILL MOTOROLA BE
     LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL,
     SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
     LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
     COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT
     SUCH MAY BE DISCLAIMED BY LAW.

18.  Logos And Trademarks. In order that each Party may protect its trademarks,
     trade names, corporate slogans, corporate logo, product designations, and
     the goodwill associated with the foregoing, neither Party will have any
     right to use the trademarks, trade names, corporate slogans, corporate logo
     or product designations of the other Party in the sale, lease, distribution
     or advertising of any products of the other Party or on any product
     container, component part, business forms, sales, advertising and
     promotional materials, as a part of an Internet domain name or on or in
     connection with other business supplies or materials, whether in writing,
     orally or otherwise, except with the express prior written consent of such
     other Party.

19.  Party Relationship. Each Party will be deemed to be an independent
     contractor and not an agent, joint venturer, or representative of the
     other, and neither Party may create any obligations or responsibilities on
     behalf of or in the name of the other. Under no circumstances may either
     Party hold itself out to be a partner, employee, franchisee,
     representative, servant or agent of the other Party. Neither Party will
     impose or create any obligation or responsibility, express or implied, or
     make any promises, representations or warranties on behalf of the other
     Party, other than as expressly provided herein.

20.  Covenant Not to Compete.

     20.1 By PTN Media. PTN Media shall not, during the term of this Agreement
          and for a period of six (6) months following the termination or
          expiration of this Agreement, license any of its rights in or to
          Christina Aguilera's Property Rights to any wireless service providers
          or any third party manufacturer or seller of wireless phone products
          without first obtaining Motorola's prior written consent thereto.

     20.2 By Motorola. Motorola shall not, during the term of this Agreement and
          for a period of six (6) months following the termination or expiration
          of this Agreement, manufacture or have manufactured, sell or have
          sold, or distribute or have distributed a faceplate and/or a battery
          door for use with Motorola's i50sx(TM) cellular phone that includes
          the name, image and/or likeness of any pop music female recording
          artist whose recordings are primarily purchased by consumers in the
          fifteen (15) to twenty (20) age group, without first obtaining PTN
          Media's prior written consent thereto.

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21.  Protection of Business.

     21.1 PTN Media agrees that it will not in any manner use its knowledge of
          Motorola's business for the benefit of any other party or divulge to
          others information or data concerning Motorola's business affairs,
          including the names of customers, names of employees, number or
          character of contracts, marketing strategies and prices, terms or
          particulars of Motorola's business. PTN Media will, in all things and
          in good faith, protect the good will of Motorola's business and keep
          confidential its knowledge of such business affairs acquired prior to
          and during the terms of this Agreement.

     21.2 Motorola agrees that it will not in any manner use its knowledge of
          PTN Media's business for the benefit of any other party or divulge to
          others information or data concerning PTN Media's business affairs,
          including the names of customers, names of employees, number or
          character of contracts, marketing strategies and prices, terms or
          particulars of PTN Media's business. Motorola will, in all things and
          in good faith, protect the good will of PTN Media's business and keep
          confidential its knowledge of such business affairs acquired prior to
          and during the terms of this Agreement.

22.  Waiver. The failure of either Party to insist, in any one or more
     instances, upon the performance of any of the terms or conditions herein or
     to exercise any right hereunder will not be construed as a waiver or
     relinquishment of the future performance of any such terms or conditions or
     the future exercise of such right, but the obligation of the other Party
     with respect to such future performance will continue in full force and
     effect.

23.  Term and Termination. The term of this Agreement will be one (1) year from
     the Effective Date. Nothing contained in this Agreement will be deemed to
     create any express or implied obligation on either Party to renew or extend
     this Agreement or to create any right to continue this Agreement on the
     same terms and conditions contained herein. Either Party may terminate this
     Agreement at will upon sixty (60) calendar days prior written notice to the
     other Party. Additionally, either Party may terminate this Agreement
     immediately if the other Party: (i) assigns any of its rights under this
     Agreement or materially violates the provisions of Sections 4, 21, 29 or 30
     herein; (ii) if applicable, fails to make any payment when due and fails to
     cure such breach within ten (10) calendar days after written notice
     thereof; (iii) makes an assignment for the benefit of its creditors, or a
     receiver, trustee in bankruptcy or similar officer is appointed to take
     charge of its assets; (iv) files for relief under state or federal
     bankruptcy laws or has an involuntary petition filed against it not
     dismissed within thirty (30) calendar days; (v) discloses terms of this
     Agreement in violation of Section 31 below; or (vi) has a change in its
     ownership.

24.  Effect of Termination. Upon the effective date of the termination of this
     Agreement for any reason: (i) Motorola may, if Motorola is directly
     supplying Kits to PTN Media, cancel all of PTN Media's unshipped orders for
     Kits, regardless of previous acceptance; (ii) all amounts due from one
     Party to the other, if any, shall become immediately due and payable; and
     (iii) Motorola shall have no liability for any damages or compensation due
     to termination of this Agreement, including, without limitation, possible
     claims under state franchise law, claims for loss of present or future
     profits, reimbursement for any investments or expenditures made in
     connection with this Agreement, or for any goodwill of a business.

25.  Survival of Terms. The terms, provisions, representations and warranties
     contained in this Agreement that by their sense and context are intended to
     survive the performance thereof by either or both Parties will so survive
     the completion of performances and termination of this Agreement,
     including, without limitation, both Party's indemnification obligations
     arising under Sections 14, 15 and 16, the limitation of liability set forth
     in Section 17, and the making of any and all payments due under this
     Agreement.

26.  Government Sales. In the event that PTN Media elects to sell Kits to a
     governmental entity, PTN Media does so solely at its own option and risk.
     Except as Motorola expressly accepts specific terms in writing, Motorola
     makes no representations with respect to the ability of its goods, services
     or prices to satisfy any statutes, regulations, or provisions relating to
     such governmental sales.

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27.  Dispute Resolution. The Parties agree that any claims or disputes will be
     submitted to non-binding mediation prior to initiation of any formal legal
     process; provided, however, that this provision shall not preclude either
     Party from resorting to judicial proceedings if: (i) good faith efforts to
     resolve the dispute under mediation are unsuccessful; or (ii) the claim or
     dispute relates to intellectual property rights; or (iii) interim relief
     from a court is necessary to prevent serious and irreparable injury to the
     Party or to third parties.

28.  Notices. All notices required under this Agreement will be sent by fax,
     overnight courier or registered or certified mail to the appropriate Party
     at its address stated below (or to a new address if the other Party has
     been properly notified of the change):

          If to Motorola:
              Motorola, Inc.
              8000 West Sunrise Boulevard
              Plantation, FL 33322
              Attn.:  Vice President and Director of U.S. Market Operations,
                      iDEN Subscriber Group
              Fax: (954) 723-6177

          With a copy to:
              Motorola, Inc.
              8000 West Sunrise Boulevard
              Plantation, FL 33322
              Attn.:  Law Department
              Fax: (954) 723-3871

          If to PTN Media:
              PTN Media Inc.
              455 East Eisenhower Parkway
                Suite 15
              Ann Arbor, MI 48108
              Attn:  Peter Klamka
              Fax:  (___) _____________

     A notice will not be effective until the addressee actually receives it.
     Either Party may change its address by a notice given to the other Party in
     the manner set forth above.

29.  Ethical Conduct. Both Parties will refrain from activities that are
     illegal, unethical or which might bring either Party or the Kits into
     disrepute, or which might constitute or represent a serious conflict of
     interest, or which might give the appearance of impropriety. Both Parties
     will cooperate fully in any investigation or evaluation of such matters.
     Breach of this obligation by either Party will entitle the non-breaching
     Party to terminate this Agreement immediately without liability.

30.  Compliance with Laws. PTN Media and Motorola agree to comply with all laws
     and regulations including those dealing with the sale and distribution of
     the Kits purchased under this Agreement. PTN Media further agrees to comply
     with all United States laws and regulations regarding export licenses, or
     the control or regulation of export or re-export of Kits or technical data
     sold or supplied to PTN Media. Without limiting the generality of this
     provision, PTN Media specifically agrees not to sell any Kits covered by
     this Agreement to any party if such sale would constitute a violation of
     any law or regulation of the United States.

31.  Publicity. Neither Party shall issue a publicity release or other press
     announcement publicizing the terms or the existence of this Agreement to
     any third party without prior written consent from the other Party after
     that Party's review and approval of the form and content of such publicity
     release or other press announcement, which approval shall not be
     unreasonably withheld or delayed. PTN Media shall not imply or state to any
     person or entity that it is sponsored by, funded by, or in any way
     associated with Motorola other than as authorized by Motorola pursuant to
     this Agreement. Similarly, Motorola shall not imply or state to any person
     or entity that it is sponsored by, funded by, or in any way associated with
     PTN Media other than as authorized by PTN Media pursuant to this Agreement.
     Notwithstanding the foregoing, a Party may disclose the terms or the
     existence of this Agreement upon order of a court of competent jurisdiction
     or as otherwise required by law subject to first providing the other Party
     hereto with prompt written notice of any such court order or other legal
     requirement to allow the other Party to seek relief from such order or
     requirement. In the event that a Party breaches the provisions of this
     Section 31, the other Party may immediately terminate this Agreement.

<PAGE>


32.  General. Except as otherwise expressly permitted hereunder, no alterations
     or modifications of this Agreement will be binding upon either PTN Media or
     Motorola unless made in writing and signed by an authorized representative
     of each Party. If any term or condition of this Agreement will to any
     extent be held by a court or other tribunal to be invalid, void or
     unenforceable, then that term or condition will be inoperative and void
     insofar as it is in conflict with law, but the remaining rights and
     obligations of the parties will be construed and enforced as if this
     Agreement did not contain the particular term or condition held to be
     invalid, void or unenforceable. PTN Media may not assign any of its rights
     or obligations under this Agreement or appoint any subdealers or other
     agents or representatives (other than its employees) to distribute and
     market the Kits without Motorola's prior written approval. Motorola may not
     assign its rights or obligations under this Agreement to any third party
     without PTN Media's prior written consent. This Agreement will be governed
     by the laws of the State of Illinois, without regard to the conflicts of
     laws rules of such State. This Agreement may be executed in two or more
     counterparts, each of which, when so executed, shall be deemed an original,
     but all of which counterparts together shall constitute one and the same
     document.

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<PAGE>


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.



MOTOROLA, INC. by and through its           PTN MEDIA INC.
iDEN Subscriber Group


By:  /s/  Peter Aloumanis                   By: /s/   Peter Klamka
   ---------------------------------           ---------------------------------


Name:     Peter Aloumanis                   Name:     Peter Klamka
     -------------------------------             -------------------------------


Title:   Vice President & Director          Title:    Chairman and CEO
      ------------------------------              ------------------------------


Date: /s/  Peter Aloumanis                  Date:   February 25, 2002
     -------------------------------             -------------------------------



            [NEXT PAGE IS COUNTER-ENDORSEMENT BY CHRISTINA AGUILERA]