CONFIDENTIAL

                                                               EXECUTION VERSION
                                                                    CONFIDENTIAL


THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
STATE LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS.

THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY
AND LEGAL COUNSEL FOR THE COMPANY.


                               WARRANT TO PURCHASE
                        4,000,000 SHARES OF COMMON STOCK
                                       OF
                         DME INTERACTIVE HOLDINGS, INC.
                             A DELAWARE CORPORATION

                                     ISSUED
                                FEBRUARY 2, 2000

         THIS CERTIFIES THAT, for value received, America Online, Inc. (as the
context requires, "AOL" or the "WARRANTHOLDER") is entitled to purchase, on the
terms hereof, four million (4,000,000) shares (subject to adjustment as set
forth herein, "WARRANT STOCK"), of common stock, par value $.001 per share
("COMMON STOCK") of DME Interactive Holdings, Inc., a Delaware corporation (the
"COMPANY"), at a purchase price and upon the terms and conditions as set forth
herein.

1.       EXERCISE OF WARRANT.

         The terms and conditions upon which this Warrant may be exercised and
the shares of Common Stock covered hereby that may be purchased, are as follows:

         1.1. EXERCISE.

                  (a) This Warrant is being issued pursuant to the Strategic
         Agreement, dated as of the date hereof (as same may be amended, the
         "STRATEGIC AGREEMENT"), between AOL, CompuServe Interactive Services,
         Inc. ("COMPUSERVE"), the Company and Places of Color, Inc
         (collectively, the "PARTIES"). All terms used but not defined herein
         shall have the meanings set forth in the Strategic Agreement. This
         Warrant may be exercised, in whole or in part, with respect to all of
         the Warrant Stock, at any time or from time to time on or after that
         date which is eighteen (18) months from the Launch Date (as such term
         is defined in the Strategic Agreement if (i) the Parties agree to
         extend the initial eighteen (18) month term of the Strategic Agreement
         pursuant to Section 9.1 of the Strategic Agreement or (ii) AOL or
         CompuServe enters into an agreement substantially similar to the
         Strategic Agreement with the Company or any of its Affiliates (as such
         term is defined in the rules and regulations promulgated under the
         Securities Act of 1933, as amended).




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                  (b) Notwithstanding the foregoing, this Warrant may not be
         exercised under any circumstances after 5:00 p.m., New York, New York
         time on that date which is three (3) years from the date this Warrant
         may be exercised pursuant to Section .1(a) above (the "TERMINATION
         DATE"), after which time this Warrant shall terminate and shall be void
         and of no further force of effect.

         1.2. EXERCISE PRICE. The purchase price for the shares of Common Stock
to be issued upon exercise of this Warrant shall be $8.563 per share, subject to
adjustment as set forth herein (the "EXERCISE PRICE").

         1.3. METHOD OF EXERCISE. The exercise of the purchase rights evidenced
by this Warrant shall be effected by (a) the surrender of this Warrant, together
with a duly executed copy of the form of Election to Purchase attached hereto,
to the Company at its principal office and (b) the delivery of the Exercise
Price multiplied by the number of shares for which the purchase rights hereunder
are being exercised, payable (x) by certified check, corporate check, or wire
transfer of immediately available funds payable to the Company's order or (y) on
a net basis, such that, without the exchange of any funds, the Warrantholder
receives that number of shares otherwise issuable (or other consideration
payable) upon exercise of this Warrant less that number of shares of Warrant
Stock having an aggregate fair market value (as defined below) at the time of
exercise (I.E., the date a duly executed Election to Purchase is delivered to
the Company) equal to the aggregate Exercise Price that would otherwise have
been paid by the Warrantholder for the shares of the Warrant Stock issuable. In
connection with such exercise the holder shall, if requested by the Company,
include confirmation of the accuracy of the representations set forth in Section
12 and otherwise as reasonably requested by the Company to evidence compliance
with any applicable securities laws as of the date of exercise. For purposes of
the foregoing, "FAIR MARKET VALUE" of the Warrant Stock on any date shall be the
average of the Quoted Prices of the Common Stock of the Company for 5
consecutive trading days ending the trading day prior to such date. The "QUOTED
PRICE" of the Common Stock as reported by Nasdaq or, if the principal trading
market for the Common Stock is then a securities exchange, the last reported
sales price of the Common Stock on such exchange which shall be consolidated
trading if applicable to such exchange, or if neither so reported or listed, the
last reported bid price of the Common Stock. In the absence of quotation or
listing, such determination as to "Quoted Price" shall be made in good faith by
the Board of Directors of the Company after taking into consideration all
factors it deems appropriate, including, without limitation, recent sale and
offer prices of the capital stock of the Company in private transactions
negotiated at arm's length.

         1.4. ISSUANCE OF SHARES. In the event that the purchase rights
evidenced by this Warrant are exercised in whole or in part in accordance with
the terms of this Warrant, a certificate or certificates for the purchased
shares shall be issued to the Warrantholder as soon as practicable. The Warrant
Stock shall be stamped or imprinted with a legend in substantially the following
form:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
         OR APPLICABLE STATE LAWS. THIS SECURITY MAY NOT BE SOLD, TRANSFERRED,
         PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
         APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS."


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<PAGE>


         In the event the purchase rights evidenced by this Warrant are
exercised in part, the Company will also issue to the Warrantholder a new
warrant within a reasonable time representing the unexercised purchase rights.

         1.5 EXERCISE OF WARRANTS ON TERMINATION DATE. If as of the Termination
Date the Warrants are in the money based on the cash or other property to be
received, such exercise shall take place automatically with respect to all then
outstanding and exercisable (but not exercised) Warrants (the "TERMINATION DATE
EXERCISE"), on a net exercise basis, immediately prior to the Termination Date;
PROVIDED, HOWEVER, that the Company may condition such exercise on the delivery
by the Warrantholder of a duly completed Election to Purchase and the reasonable
satisfaction of the Company that all applicable securities laws have been
complied with, which the Company shall give notice to the Warrantholder of
within ten (10) days prior to the Termination Date. No such Termination Date
Exercise shall take place if such issuance would not comply with applicable
securities laws, whereupon the Termination Date shall occur as scheduled.

2.       CERTAIN ADJUSTMENTS.

         2.1. STOCK DIVIDENDS. If at any time while this Warrant remains
outstanding and unexpired, the Company pays a dividend or makes a distribution
with respect to the Common Stock payable in shares of Common Stock, then the
Exercise Price shall be adjusted, as of the record date of stockholders
established for such purpose (or if no such record is taken, as at the date of
such payment or distribution), to that price determined by multiplying the
Exercise Price in effect immediately prior to such payment or distribution by a
fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution. The Warrantholder
shall thereafter be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of shares of Common Stock (calculated to the nearest
whole share) obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of shares of Common Stock issuable upon
the exercise hereof immediately prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment. The
provisions of this Section 2.1 shall not apply under any of the circumstances
for which an adjustment is provided under Sections 2.2, 2.3 or 2.4.

         2.2. MERGERS, CONSOLIDATIONS OR SALE OF ASSETS. If at any time while
this Warrant remains outstanding and unexpired, there shall be a capital
reorganization of the shares of the Company's capital stock (other than a
combination, reclassification, exchange or subdivision otherwise provided for
herein), or a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving corporation (collectively,
a "CORPORATE TRANSACTION"), then lawful provision shall be made so that such
successor corporation or entity shall assume this Warrant such that the
Warrantholder shall thereafter be entitled to receive, upon exercise of this
Warrant, during the period specified in this Warrant and upon payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such Corporate
Transaction to which a holder of the securities deliverable upon exercise of
this Warrant would have been entitled under the provisions of the agreement in
such Corporate Transaction if this Warrant had been exercised immediately prior
to such Corporate Transaction. Appropriate adjustment (as determined in good
faith by the Company's Board of Directors after taking into consideration all
factors it deems appropriate, including, without limitation, recent sale and
offer prices of the capital stock of the Company in private transactions
negotiated at arm's length) shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the Warrantholder
after the Corporate Transaction to the end that the provisions of this Warrant



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<PAGE>

(including adjustment of the Exercise Price then in effect and the number of
shares of Common Stock issuable under this Warrant) shall be applicable after
the Corporate Transaction, as near as reasonably may be, in relation to any
shares or other property deliverable after the Corporate Transaction upon
exercise of this Warrant. The provisions of this Section 2.2 shall similarly
apply to successive reorganizations, consolidations or mergers.

         2.3. RECLASSIFICATION. If the Company at any time shall, by
subdivision, combination or reclassification or securities or otherwise, change
any of the securities issuable under this Warrant into the same or a different
number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as a result of such change with respect to the
securities issuable under this Warrant immediately prior to such subdivision,
combination, reclassification or other change.

         2.4. SUBDIVISION OR COMBINATION OF SHARES. If at any time while this
Warrant remains outstanding and unexpired, the number of shares of Common Stock
outstanding is decreased by a combination of the outstanding shares of Common
Stock, then the Exercise Price shall be proportionately increased in the case of
a combination of such shares, or shall be proportionately decreased in the case
of a subdivision of such shares, and the number of shares of Common Stock
issuable upon exercise of the Warrant shall thereafter be adjusted to equal the
product obtained by multiplying the number of shares of Common Stock issuable
under this Warrant immediately prior to such Exercise Price adjustment by a
fraction (A) the numerator of which shall be the Exercise Price immediately
prior to such adjustment, and (B) the denominator of which shall be the Exercise
Price immediately after such adjustment.

         2.5. LIQUIDATING DIVIDENDS, ETC. To the extent permitted under
applicable law, if the Company at any time while the Warrant remains outstanding
and unexpired makes a distribution of its assets to the holders of its Common
Stock as a dividend in liquidation or by way of return of capital or other than
as a dividend payable out of earnings or surplus legally available for dividends
under applicable law or any distribution to such holders made in respect of the
sale of all or substantially all of the Company's assets (other than under the
circumstances provided for in the foregoing Sections 2.1 through 2.4), the
holder of this Warrant shall be entitled to receive upon the exercise hereof, in
addition to the shares of Common Stock receivable upon such exercise, and
without payment of any consideration other than the Exercise Price, an amount in
cash equal to the value of such distribution per share of Common Stock
multiplied by the number of shares of Common Stock which, on the record date for
such distribution, are issuable upon exercise of this Warrant (with no further
adjustment being made following any event which causes a subsequent adjustment
in the number of shares of Common Stock issuable upon the exercise hereof), and
an appropriate provision therefor should be made a part of any such
distribution. The value of a distribution which is paid in other than cash shall
be determined in good faith by the Board of Directors.

         2.6. NOTICE OF ADJUSTMENTS. Whenever any of the Exercise Price or the
number of securities purchasable under the terms of this Warrant at that
Exercise Price shall be adjusted pursuant to Section 2 hereof, the Company shall
promptly notify the Warrantholder in writing of such adjustment, setting forth
in reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise
Price and number of shares of Common Stock or other securities issuable at that
Exercise Price after giving effect to such adjustment. Such notice shall be
mailed (by first class and postage prepaid) to the registered Warrantholder. In
the event of:


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<PAGE>



         (a) The taking by the Company of a record of the holders of any class
of securities of the Company for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right for which no
adjustment is required by the operation of this Section 2,

         (b) Any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all of the assets of the Company to any other person or any
consolidation or merger involving the Company for which no adjustment is
required by the operation of this Section 2, or

         (c) Any voluntary or involuntary dissolution, liquidation, or
winding-up of the Company, the Company will mail (by first class and postage
prepaid) to the Warrantholder, at its last address at least ten (10) days prior
to the earliest date specified therein as described below, a notice specifying:

                           (i) The date on which any such record is to be taken
         for the purpose of such dividend, distribution or right, and the amount
         and character of such dividend, distribution or right; and

                           (ii) The date on which any such reorganization,
         reclassification, transfer, consolidation, merger, dissolution,
         liquidation or winding-up is expected to become effective and the
         record date for determining shareholders entitled to vote thereon.

         Failure to give any notice required under this Section 2.6, or any
defect in such notice, shall not affect the legality or validity of the
underlying corporate action taken or transaction entered into by the Company.

3.       FRACTIONAL SHARES.

         No fractional shares shall be issued in connection with any exercise of
this Warrant. In lieu of the issuance of such fractional share, the Company
shall make a cash payment equal to the then fair market value of such fractional
share as determined under Section 1.3.

4.       RESERVATION OF COMMON STOCK.

         The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant, a sufficient number of shares of Common
Stock to effect the exercise of the entire Warrant and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the exercise of the entire Warrant, in addition to such other remedies as
shall be available to the holder of this Warrant, the Company will use its
reasonable efforts to take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes.



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<PAGE>


5.       PRIVILEGE OF STOCK OWNERSHIP.

         Other than as set forth herein, prior to the exercise of this Warrant
and the issuance to the Warrantholder of certificates representing the resulting
shares of Common Stock, and except as otherwise provided herein, the
Warrantholder shall not be entitled, by virtue of holding this Warrant, to any
rights of a Stockholder of the Company, including (without limitation) the right
to vote, receive dividends or other distributions or be notified of Stockholder
meetings, and such holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company, except as
required by law.

6.       LIMITATION OF LIABILITY.

         No provision hereof, in the absence of affirmative action by the holder
hereof to purchase the securities issuable under this Warrant, and no mere
enumeration herein of the rights of privileges of the holder hereof, shall give
rise to any liability of such holder for the purchase price or as a Stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.

7.       TRANSFERS, EXCHANGES AND REGISTRATION RIGHTS.

         (a) This Warrant may be transferred or assigned to any Affiliate (as
such term is defined in the rules and regulations promulgated under the
Securities Act of 1933, as amended) of AOL in whole or in part at any time or
from time to time on or after February 2, 2000, PROVIDED such transfer complies
with all applicable federal and state securities laws and the requirements of
any legend on this Warrant.

         (b) The Warrant Stock issuable hereunder shall be entitled to those
registration rights as set forth in that certain Investor Rights Agreement
between the Company and AOL dated as of the date hereof.

8.       PAYMENT OF TAXES.

         The Company shall pay all stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of the securities issuable under
this Warrant. The Company shall not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issue of
any certificate for shares of the securities issuable under this Warrant in any
name other than that of the Warrantholder, and in such case, the Company shall
not be required to issue or deliver any stock certificate until such tax or
other charge has been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.

9.       NO IMPAIRMENT OF RIGHTS.

         The Company hereby agrees that it will not, through the amendment of
its Certificate of Incorporation or otherwise, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate in order to
protect the rights of the Warrantholder against impairment.



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<PAGE>


10.      SUCCESSORS AND ASSIGNS.

         The terms and provisions of this Warrant shall be binding upon the
Company and the Warrantholder and their respective successors and assigns.

11.      LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and in case of
loss, theft or destruction, upon receipt of an indemnity or security reasonably
satisfactory to the Company, and upon reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new warrant of
like tenor and dated as of such cancellation, in lieu of this Warrant.

12.      SECURITIES LAW MATTERS.

         Warrantholder represents to the Company as follows:

         (a) the Warrants and Common Stock to be acquired by Warrantholder
pursuant hereto will be acquired for its own account and not with a view to, or
intention of, distribution thereof in violation of the Securities Act of 1933
(the "SECURITIES ACT") or any applicable state securities laws, and such
securities will not be disposed of in contravention of the Securities Act or any
applicable state securities laws;

         (b) the Warrantholder understands that (a) the Warrants and Common
Stock issuable on exercise have not been registered under the Securities Act,
nor qualified under the securities laws of any other jurisdiction, (b) such
securities cannot be resold unless they subsequently are registered under the
Securities Act and qualified under applicable state securities laws, unless the
Company determines that exemptions from such registration and qualification
requirements are available, and (c) this Warrant does not grant the
Warrantholder any right to require such registration or qualification;

         (c) Warrantholder is familiar with the term "accredited investor" as
defined in Rule 501 under the Securities Act and investor is an "accredited
investor" within the meaning of such term in Rule 501 under the Securities Act;

         (d) Warrantholder is sophisticated in financial matters and the market
for Internet companies and is able to evaluate the risks and benefits of the
investment in the Warrants and Common Stock issuable on exercise;

         (e) Warrantholder is able to bear the economic risk of its investment
in the Warrants and the Common Stock issuable on exercise for an indefinite
period of time; and

         (f) Warrantholder has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of securities and
has had full access to such other information concerning the Company as investor
has requested.


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13.      SATURDAYS, SUNDAYS, HOLIDAYS.

         If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall be a Saturday or Sunday
or shall be a legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day not a legal holiday.

14.      GOVERNING LAW.

         This Warrant shall be construed, interpreted, and the rights of the
Company and the Warrantholder determined in accordance with the internal laws of
the State of Delaware, without regard to the conflict of laws provision thereof.

15.      BENEFITS OF THIS WARRANT.

         Nothing in this Warrant shall be construed to give any person other
than the Company and the registered Warrantholder any legal or equitable right,
remedy or claim.

16.      COUNTERPARTS.

         This Warrant may be exercised in counterpart with each constitution; an
original and together constituting but one and the same Warrant.

                                                  (signature page follows)





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         IT WITNESS WHEREOF, PNV Inc. has caused this Warrant to be duly
executed and delivered to the Warrantholder identified below on the date first
set forth above.

                                  DME Interactive Holdings, Inc.



                                  By:  /s/ DARIEN DASH
                                       -----------------------
                                       Chief Executive Officer



Dated:  February 2, 2000
Address for Notice:
DME Interactive Holdings, Inc..
519 East Palisade
Englewood Cliffs, New Jersey 07632
Attention:  Darien Dash, President & CEO
Fax:  (201) 816-1564





ACKNOWLEDGED AND ACCEPTED:

America Online, Inc.


By: /S/ DAVID COLBURN
    -------------------
  Name:  David Colburn
  Title: President-Business Affairs

Address for Notice:
22000 AOL Way
Dulles, VA  20166
Attention:  General Counsel





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                              ELECTION TO PURCHASE
                              --------------------






DME Interactive Holdings, Inc..
519 East Palisade
Englewood Cliffs, New Jersey 07632

Ladies and Gentlemen:

         The undersigned hereby elects to purchase, pursuant to the provisions
of the Warrant dated February 2, 2000 held by the undersigned, _________ shares
of the Common Stock of DME Interactive Holdings, Inc., a Delaware corporation.

         Payment of the per share purchase price required under such Warrant
[accompanies this Election to Purchase.][shall be made pursuant to the net
exercise provision contained in Section 1.3 of the Warrant.]

         The undersigned hereby confirms the representations made in Section 12
of the Warrant are true and correct as of the date of this Election to Purchase.

Dated: ___________________, 200_


                                    ____________________________________
                                    Print Name of Warrantholder




                                    By__________________________________



                             Address: ___________________________________

                                      ___________________________________

                                      ___________________________________




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