<PAGE>

                           WEB SITE LICENSE AGREEMENT

     This Web Site License Agreement between Double M Holdings, Inc. f/s/o Mandy
Moore, (Fed. ID. #59-3609670) ("MOOR") c/o William Morris Agency, Inc., 1325
Avenue of the Americas, New York, NY 10019, Attn. Glenn A. Gulino ("MOORE"), and
PTN MEDIA, INC., a Delaware Corporation, with offices located at 2750 S. State
Street Ann Arbor, Michigan 48104 ("PTN").

     PTN desires to acquire from MOORE certain rights pursuant to this
non-exclusive License Agreement for an on-line Internet service and, MOORE is
willing to grant such license and to render her services as hereinafter
provided. In consideration of the mutual agreements and covenants set forth in
this Agreement, the parties agree as follows:

     1.   Establishment of Service. PTN will design, produce and maintain a
designated area of approved content accessible to users of the Internet at
www.fashionwindow.com/mandymoore (the "Service"). Access to the Service will be
free of charge. PTN may also develop "premium features", as well as a "boutique"
that will permit visitors to the service to purchase approved merchandise
licensed, endorsed or selected by MOORE ("Boutique Merchandise"); any such
Boutique Merchandise would contain such content and be offered at prices and on
terms, as may be mutually agreed by PTN and MOORE. In connection with the
service, PTN will, at its sole cost and expense:

          (a)  Design and Maintenance. Maintain full responsibility for the
               design, technical development, production, maintenance (including
               customer phone support), and fulfillment related to the Service.

          (b)  Marketing and Content. Coordinate all on-line marketing efforts
               and work closely with MOORE and her representatives regarding new
               content areas, Boutique Merchandise and other initiatives to
               ensure that MOORE maximizes its association with PTN; and

          (c)  Customer Service and Billing. Be responsible for all customer
               service, (excluding distribution, fulfillment, and shipping of
               Boutique Merchandise - if any) technical support, billing, credit
               card authorization and processing associated with the Service and
               the sale of Boutique merchandise. In the event Moore authorizes
               the sale of Boutique Merchandise pursuant to this Agreement, PTN
               shall be responsible for distribution, fulfillment and shipping
               on a fee basis and upon terms and conditions as are mutually
               agreed to in writing by the parties hereto.

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     2.   Use of MOORE's Name and Likeness.

          (a)  MOORE grants to PTN the nontransferable right to use her name and
               approved likeness as reasonably necessary to create, distribute,
               and promote the Service and to repackage and reformat information
               contained in, or related to, the Service for promotional,
               advertising and distribution-for-profit uses, in electronic media
               as set forth herein. MOORE acknowledges and agrees that PTN will
               advertise Fashionwindow.com in select print media and such
               advertisements wilt be subject to MOORE's sole approval where
               said print advertisement incorporates MOORE's name and likeness.
               PTN acknowledges that MOORE will not accept uses that are in
               conflict with MOORE's existing or prospective agreements and
               shall notify MOORE of the intended use of her name and likeness
               before they are used and any such use shall be subject to MOORE's
               prior written approval. Notwithstanding the foregoing, PTN
               acknowledges that nothing contained herein obligates MOORE to
               expressly endorse Fashionwindow.com.

          (b)  For this limited purpose, upon execution by PTN, MOORE shall
               provide for PTN's use, unpublished photographs of herself, with
               respect to which MOORE has full ownership rights. In addition,
               MOORE shall be available for a photo shoot (set up by PTN) for up
               to eight (8) hours, including meal breaks and rest periods, at a
               mutually agreed upon time. Moore shall have a reasonable right of
               approval as to the photographer and Moore shall approve the hair
               and make-up artist in her sole discretion. No payment is owed by
               PTN to MOORE for this photo shoot or resulting from the photo
               shoot, except that PTN will bear all costs and expenses
               associated with the photo shoot production, as agreed between the
               parties. During the Contract Period, PTN shall have the exclusive
               right to use photographs obtained through this photo shoot and
               approved by MOORE, solely for the creation, promotion and
               advertising of the Service as set forth above. Notwithstanding
               the foregoing, MOORE shall have the limited right to use said
               photographs for certain off-line merchandise and marketing
               endeavors subject to PTN's written consent, such consent shall
               not be unreasonably withheld. All of PTN's rights to use the
               photos shall cease upon termination of this Agreement. Upon the
               termination of this Agreement, PTN shall assign and transfer all
               ownership rights in the photographs to Moore for her exclusive
               use in perpetuity.

          (c)  PTN shall have the non-exclusive right to use the MOORE name, and
               all approved images, on the Web and on-line networks subject to
               MOORE's prior approval. PTN shall obtain all clearances and
               consents required for such uses hereunder.

          (d)  All rights of PTN to use the MOORE name, likeness and web
               address, www.fashionwindow.com/mandymoore in relation to the
               Service shall cease immediately upon termination of this
               Agreement.

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     3.   Services to be Provided.

          (a)  MOORE shall be available for one (1) promotional appearance per
               year not to exceed four (4) hours each, to be arranged by PTN at
               a mutually agreeable time and place, subject to MOORE's
               availability, to promote the Service. PTN shall pay all
               reasonable expenses associated with the Promotional Appearances.
               All promotional appearances shall include one (1) first class
               airfare, two (2) coach airfares, first class ground
               transportation, one hundred ($100) per diem each for MOORE, her
               manager and guardian, and three (3) first class hotel
               accommodations for MOORE.

          (b)  MOORE shall approve and provide a voice recording of herself
               welcoming persons to the Service at PTN's approved expense;

          (c)  At least once per quarter, MOORE shall be available (by telephone
               or in-person at her option) at mutually agreed upon times (with
               no more than one hour of actual time on-line per occasion), to
               conduct exclusive interviews and/or chat sessions.

     4.   MOORE's Availability. MOORE acknowledges and agrees to devote such
     time as reasonably necessary toward performances of her duties hereunder.
     Whenever MOORE is available, PTN understands and agrees that any such
     occasion is subject to MOORE's personal and professional schedule.

     5.   Payments by PTN.

          (a)  Initial Contract Period. Upon execution PTN shall transfer to
               MOORE Full title, ownership, and interest in one hundred
               twenty-five thousand dollars ($125,000.00) of PTN Media common
               stock (the "Initial Stock Payment). It is further agreed that one
               (1) year after execution hereof, in the event MOORE has not sold
               or transferred the Initial Stock Payment (evidenced by the stock
               certificate or certified broker's statement) and to the extent
               the total value of said Initial Stock Payment (as reflected in
               the Wall Street Journal one year from the execution hereof) is
               less than one hundred thousand dollars ($ 100,000.00), PTN shall
               transfer to MOORE additional PTN Media common stock such that the
               total value of said Initial Stock Payment is not less than one
               hundred thousand dollars ($l00,000.00).

          (b)  Option Contract Period. Subject to the Terms and conditions set
               forth in paragraph 8.(b) herein, on the Anniversary Date hereof,
               PTN shall transfer to MOORE full title, ownership, and interest
               in an additional one hundred twenty-five thousand dollars
               ($125,000.00) of PTN Media common stock (the "Second Stock
               Payment). It is further agreed that one (1) year after transfer
               hereof, in the event MOORE has not sold or transferred the
               Initial Stock Payment (evidenced by the stock certificate or
               certified broker's statement) and to the extent the total value
               of said Second Stock Payment (as reflected in the Wall Street


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               Journal one year from the transfer hereof) is less than one
               hundred thousand dollars ($100,000.00), PTN shall transfer to
               MOORE additional PTN Media common stock such that the total value
               of said Second Stock Payment is not less than one hundred
               thousand dollars ($100,000.00).

          (c)  Where applicable, PTN will make any further payments due to MOORE
               under this Agreement on a quarterly basis, within fifteen (15)
               days following the end of the applicable calendar month. A
               statement showing in reasonable detail how such payment was
               computed shall accompany each such payment.

          (d)  PTN shall keep true and complete books and records in which all
               information necessary to determine and verify all fees and
               payments contemplated hereunder shall be reflected along with the
               amounts payable to M00RE under the terms of this Agreement. PTN
               shall maintain such books and records for a period of at least
               three (3) years after the termination of the Contract Period.
               During the contract Period, and for a period of two (2) years
               after the Contract Period, MOORE shall have the right, at its
               expense and upon reasonable notice to PTN, to examine or have
               examined by its authorized representative, PTN's books and
               records, at PTN's principal place of business, in order to
               determine or verify all amounts due, and the accuracy of any
               reports furnished by PTN under this Agreement. In the event that
               an error is discovered in the calculation of the amounts payable
               by PTN to MOORE, the party that received the benefit of the error
               shall promptly thereafter pay to the other the amount of
               overpayment. If any underpayment by PTN for any period examined
               by MOORE is five percent (5%) or more, PTN shall pay MOORE's
               reasonable out-of-pocket costs with respect to such examination
               and the next subsequent re-examination. MOORE's receipt of any
               statement, or any payment does not preclude it from challenging
               the correctness of that statement or payment.

          (e)  PTN shall reimburse MOORE promptly upon receipt of an invoice for
               all reasonable out-of-pocket expenses incurred by MOORE under
               this Agreement and approved in writing by PTN. Upon execution
               hereof, PTN shall transfer to the William Morris Agency full
               title and ownership to $12,500.00 worth of PTN Media common stock
               ("Initial Commission Payment).

          (f)  Subject to the terms and conditions set forth herein, one year
               from execution hereof, PTN shall transfer to the William Morris
               Agency full title and ownership to an additional $12,500.00 worth
               of PTN Media common stock ("Final Commission Payment").

     6.   Provisions of Content, Additional Responsibilities of PTN and MOORE.

          (a)  For purposes of this Agreement, the phrase "MOORE Information"
               means all information created and/or delivered by MOORE to PTN
               for inclusion in the Service, including any trademark, service
               mark, trade name or logo, or other intellectual property, whether


                                                                               4
<PAGE>
               or not registered, included in such information. MOORE shall
               deliver Moore Information on a monthly basis. Said Moore
               Information shall be no less than five hundred (500) words or two
               hundred fifty (250) words supplemented with any "on-line
               exclusive" photo (tour photos, etc.) of her choice. MOORE,
               through her stylist, trainer and manager, shall be solely
               responsible for the content of all MOORE Information, and
               represents and warrants to PTN that to the best of MOORE's
               knowledge (i) all MOORE information: (A) that will be accurate
               and MOORE'S own and original creation, except for information
               validly licensed for use by MOORE or in the public domain; (B)
               will consist only of information that MOORE is authorized to use
               and to authorize PTN to use as contemplated in this Agreement;
               (C) to the best of MOORE's knowledge, will not constitute a libel
               or defamation or conflict with any copyright, right of privacy or
               other rights of any third party; and (D) will conform to all
               applicable federal, state and local laws and regulations; and
               (ii) MOORE, her guardians and representatives, has the full right
               and authority to grant the rights and consents set forth herein.
               PTN shall be entitled at any time to bring any concerns it has
               regarding MOORE Information to the attention of MOORE, whereupon
               the parties will cooperate in good faith to address PTN's
               concerns. Subject only to the next sentence, PTN shall distribute
               MOORE Information only as transmitted by MOORE, and shall not
               authorize any third party to modify or edit such Information
               without MOORE's prior written consent.

          (b)  Transmission of MOORE Information. MOORE shall transmit to PTN
               all MOORE Information and updates thereof necessary for inclusion
               in the Service (including any Boutique Merchandise) on a monthly
               basis. Information and updates shall be transmitted by telephone
               or electronically in a format to be agreed upon by PTN and MOORE,
               on a pre-scheduled basis and/or as such information and updates
               become available, as the case may be. PTN shall provide MOORE
               with a Service number or numbers that will allow MOORE to gain
               access to the Service at no cost or charge for purposes of
               electronically delivering MOORE Information and content updates.
               All content supplied by MOORE shall be consistent with the
               editorial standards used by PTN for content displayed on the
               Service (which standards PTN reserves the right to amend from
               time to time) provided PTN timely and accurately conveys such
               standards to MOORE.)

          (c)  Right, Title and Interest to MOORE Information. All right, title
               and interest in MOORE Information, MOORE Information, and MOORE's
               name and likeness are and shall remain MOORE's, subject to the
               rights and license granted to PTN herein. Subject to the
               limitations set forth herein, PTN shall have the right, at no
               cost, to use, display (privately or publicly) and distribute
               MOORE Information, or any portion thereof, on the Service or in
               connection with any demonstration, promotion or advertisement of
               the Service; to enter MOORE Information into PTN's computer
               database; and to store, process, retrieve and transmit the same
               on the Service during the Term. PTN shall have the exclusive


                                                                               5
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               Internet broadcast rights only to the MOORE Information created
               by MOORE pursuant to this Agreement. Any use of the MOORE name
               and likeness, or MOORE Information, shall be subject to MOORE's
               prior consent (which consent shall not be unreasonably withheld).
               PTN's rights hereunder shall include the right to offer
               subscribers the option of printing and downloading MOORE
               Information or any portion thereof as a function of the Service
               generally.

          (d)  Operation of Service: Non-MOORE Information, Charges for Service.
               PTN will have sole discretion to determine all aspects of the
               operation of the Service and all matters relating to the content,
               structure and sequence of material appearing on the Service. PTN
               represents and warrants to MOORE that, to the best of PTN's
               knowledge, all content on the Service other than MOORE
               Information (to the extent not revised, modified or deleted by
               PTN) ("Non-MOORE Information"), (A) will be accurate and PTN's
               own and original creation, except for information validly
               licensed for use by PTN or in the public domain; (B) will consist
               only of information that PTN is authorized to use; (C) will not
               constitute a libel or defamation or conflict with any copyright,
               right of privacy or other rights of, any third party; and (D)
               will conform to all applicable federal, state and local laws and
               regulations.

          (e)  Non-MOORE Information. PTN has the full right and authority to
               grant the rights and consents set forth herein. MOORE shall be
               entitled at any time to bring any concerns it has regarding
               Non-MOORE Information to the attention of PTN, whereupon the
               parties will cooperate in good faith to address MOORE's concerns.
               Nothing in this Agreement shall limit PTN's rights regarding
               charges for any aspect of the Service (including any product or
               service offered by PTN, whether alone or in conjunction with
               others, through means of the Service). All right, title and
               interest to PTN's name, trade name(s), trademark(s) and service
               mark(s) ("PTN Trademarks") are and shall remain PTN's. Nothing
               herein shall be deemed to grant MOORE any proprietary rights to
               any of PTN's trade name(s), trademark(s) or service mark(s).
               MOORE shall have the right to use PTN Trademarks in connection
               with advertising and promoting the Service, subject to PTN's
               prior written consent, not to be unreasonably withheld.

          (f)  Compliance with Applicable Law. PTN will be solely responsible to
               ensure that all aspects of the Service (other than the MOORE
               Information, to the extent not modified or revised by PTN),
               including the promotion thereof, shall comply with applicable
               law.

          (g)  Subscriber Agreement. PTN will distribute a subscriber agreement
               prohibiting republication, redistribution, public broadcast,
               public display, resale, offering for resale or other commercial
               exploitation of copyrighted or trademarked materials published in
               the Service without the copyright or trademark owner's consent.


                                                                               6
<PAGE>

          (h)  Compliance with Industry Standards. PTN represents and agrees
               that the Service will at all times during the Agreement be a
               first-class service, in content and technical quality, and that
               the Service will comply with all on-line broadcasting industry
               standards.

          (i)  Database from Service. PTN shall own all information received
               through the Service, including all names, addresses, mail, and
               other information relating to users of the Service obtained by
               PTN through the Service, except that MOORE shall have access to
               the mailing list obtained through the Service to use for her own
               purposes. PTN agrees not to use any information obtained through
               the Service in any way to imply an endorsement by MOORE of any
               product or service during or following the termination of this
               Agreement, except boutique Merchandise approved by MOORE.

     7.   Exclusivity

          (a)  During the term of this Agreement and subject to the remainder of
               this Section, MOORE shall not: (i) license the use of the MOORE
               name or likeness for any competing beauty, fashion or lifestyle
               web site or home page featuring MOORE or (ii) be employed by, act
               as a consultant to or otherwise render services similar in the
               aggregate to those provided hereunder with respect to fashion,
               beauty or lifestyle for any on-line service. This Paragraph does
               not prohibit MOORE from maintaining her own web-site, advertising
               on other sites, providing services for other non-competing sites
               or on-line services such as performing in a program to be
               broadcast over the Internet, having the MOORE name or the
               likeness on the web-sites of MOORE's licensees or others, or
               participating in on-line interviews or articles. The following
               MOORE licensees are not subject to or governed by this Agreement:
               (1) Neutrogena Inc.; (2) mandy.com or mandymoore.com; and (3)
               artistdirect.com.

          (b)  MOORE is not responsible for initiating action against, enjoining
               or otherwise attempting to dissuade any person or entity not
               licensed by MOORE, which in contravention of this Agreement uses
               the MOORE name or likeness in promoting or advertising any
               products or services which are the same as or similar to or
               directly competitive with the service. MOORE shall not incur any
               liability to PTN or any third party arising out of any such
               activity by any such person or entity. MOORE agrees that at PTN's
               sole cost and expense, MOORE shall give such reasonable
               assistance to PTN as may be required to cause any such person or
               entity to cease and desist from such activities, or in connection
               with any lawsuit or other proceeding by PTN against such person
               or entity.

          (c)  During the Term hereof, PTN shall not enter into a similar
               Agreement for the Site with another teen female performer
               appealing to the same demographic audience as MOORE.


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     8.   Contract Period

          (a)  Initial Contract Period. The Initial Contract Period will begin
               on the execution date of this Agreement (the "Execution Date")
               and will continue for a period of one (1) year from the date the
               Service is launched (the "Anniversary Date"), unless terminated
               earlier or extended as provided herein. Said Service shall be
               launched no later than ninety (90) days after the full execution
               of this Agreement (the "Launch Date").

          (b)  Option Contract Period. On the Anniversary Date hereof, if PTN
               Media common stock is trading at a minimum of twenty-five percent
               (25%) greater than the trading price, established as of the
               Execution Date and as reflected in the Wall Street Journal on
               said Execution Date, AND the average hits/visits to
               fashionwindow.com has increased by an average of twenty-five
               percent (25%), measured from said Launch Date to the Anniversary
               Date (collectively, the "Benchmarks"), then one (1) additional
               year form the Anniversary Date hereof shall be added to the Term
               of this Agreement solely at PTN's discretion. If only one of the
               aforementioned Benchmarks is met, then either party hereto may
               elect to terminate this Agreement upon the Anniversary Date.

          (c)  Morals. If at any time during the Contract Period the commercial
               association of PTN with MOORE is substantially impaired by reason
               of her conviction of a felony or commission of an act involving
               moral turpitude, PTN shall have the right to terminate this
               Agreement, no later than thirty (30) days after learning of such
               event, on thirty (30) days written notice to MOORE. MOORE shall
               keep all compensation paid to date and PTN shall no longer have
               the right to use any MOORE Information after termination as set
               forth hereunder.

     9.   Confidentiality. All information disclosed by either party to the
     other party, including but not limited to the terms and conditions of this
     Agreement or any other agreement between the parties, trade secrets of the
     party, any nonpublic information relating to any party's product plans,
     designs, ideas, concepts, costs, prices, finances, marketing plans,
     business opportunities, personnel, research, development or know-how and
     any other nonpublic technical or business information of a party, that is
     marked "Confidential" or identified by the disclosing party in writing as
     confidential before or within thirty days after disclosure to the receiving
     party, will be treated as confidential by the receiving party and not
     disclosed to any third party without the disclosing party's prior written
     consent. "Confidential Information" as referred to in this Section does not
     include (a) information that is generally available to the public other
     than as a result of disclosure in violation of this Agreement, (b)
     information already known or which becomes known to the receiving party
     from a third party source which is not, to the receiving party's knowledge,
     under an obligation of confidentiality, (c) information independently
     developed by the receiving party (as shown by competent documentation), and
     (d) otherwise confidential information that is required to be disclosed by
     law, including administrative or judicial action. Any breach of these
     confidentiality provisions will entitle the injured party to seek
     injunctive relief and damages.


                                                                               8
<PAGE>

     10.  Insurance. PTN agrees to provide and maintain for the Term hereof and
     one year thereafter, at its own expense, product liability insurance with
     limits of no less than $3,000,000.00 and within (30) days from the date
     hereof, PTN will submit to Licensor a fully paid policy or certificate of
     insurance naming Licensor and MOORE as insured parties, requiring that the
     insurer shall not terminate or materially modify such policy without
     written notice to Licensor at least twenty (20) days in advance thereof.

     11.  Indemnification.

          (a)  PTN Indemnification. PTN hereby indemnifies and agrees to defend
               and hold MOORE free and harmless from and against all claims,
               costs, liabilities, judgments, expenses or damages (including
               reasonable attorneys' fees) (collectively, "Damages") arising out
               of or in connection with (i) any information, other than MOORE
               Information (to the extent not deleted, modified or revised by
               PTN), displayed on the Service, (ii) any breach of any
               representation, warranty or covenant of PTN hereunder, (iii) any
               use of or reference to MOORE's name or logo or MOORE's name or
               likeness not expressly permitted hereunder or based upon PTN's
               use of any intellectual property other than MOORE's name or logo
               or MOORE's name or likeness; except to the extent any such
               Damages arise from the gross negligence or willful misconduct of
               MOORE or its employees or MOORE, or (iv) any products produced by
               PTN, its agents or licensees relating to the Service hereunder.

          (b)  No Liability for Punitive or Consequential Damages.
               Notwithstanding anything stated or implied to the contrary
               herein, in no event shall either party be liable to the other for
               exemplary, punitive or consequential damages, even if advised of
               the possibility of such damages, in any manner arising out to
               this Agreement or the breach of any term, covenant,
               representation, warranty or obligation contained herein.

          (c)  Notification. Each party shall notify the other as soon as
               reasonably possible of any claim of which it becomes aware.

     12.  Remedies.

          (a)  Injunctive Relief. In the event either party materially breaches
               this Agreement, PTN and MOORE agree that, in addition to any and
               all other remedies available at law or in equity, the
               non-breaching party shall be entitled to seek injunctive relief
               to the extent permitted by law from further violation of this
               Agreement, during any proceeding as well as on final
               determination thereof, without prejudice to any other right of
               either party.

          (b)  MOORE's Liability not to Exceed Remuneration Paid to MOORE by
               PTN. Notwithstanding anything to the contrary herein, in the
               event PTN incurs any expenses, damages or other liabilities
               (including, without limitation, reasonable attorneys' fees) in



                                                                               9
<PAGE>


               connection with this Agreement or Moore's services, MOORE's
               liability to PTN hereunder shall not exceed the remuneration,
               excluding reimbursement of expenses, actually paid to MOORE by
               PTN hereunder.

     13.  Relationship of the Parties. The parties to this Agreement are
     independent contractors, and this Agreement shall not be construed to
     create a partnership, joint venture, employment or principal agent
     relationship between the parties. Each party shall be solely responsible to
     compensate any employees, agents or representatives employed or engaged by
     it to perform duties under this Agreement and for all taxes, imposts,
     duties and all charges of any governmental authority arising from its
     activities under this Agreement. Neither PTN nor MOORE, nor any other
     person or entity employed by either PTN or MOORE, are authorized to make
     any warranty concerning the other party or incur or assume any obligation
     or liability for the other party and nothing in this Agreement gives or is
     intended to give any rights of any kind to any third party, except as
     expressly set forth herein.

     14.  Amendment, Waiver. No amendment to this Agreement shall be valid
     unless such amendment is in writing and is signed by both of the parties to
     this Agreement. Any of the terms and conditions of this Agreement may be
     waived at any time in writing by the party entitled to the benefit thereof,
     but a waiver in one instance shall not be deemed to constitute a waiver in
     any other instance. A failure to enforce any provision of this Agreement
     shall not operate as a waiver of the provision or of any other provision
     hereof.

     15.  Severability. In the event that any provision of this Agreement shall
     be held to be invalid, illegal or unenforceable in any circumstances, the
     remaining provisions shall nevertheless remain in full force and effect and
     shall be construed as if the unenforceable portion or portions were
     deleted.

     16.  Governing Law. This Agreement shall be governed by and construed and
     enforced in accordance with the laws of the State of California.

     17.  Jurisdiction. Any and all suits or actions, whether federal or state,
     for any breach of this Agreement, or otherwise arising out of this
     Agreement, shall be filed and prosecuted in any court of competent
     jurisdiction in the City of Los Angeles, State of California. The parties
     hereto hereby consent and submit to the jurisdiction of the courts in the
     City of Los Angeles, State of California.

     18.  Notices. All notices or other communications hereunder shall be in
     writing and shall be deemed to be given or made; on the same business day
     when sent by confirmed facsimile, on the next business day after mailing
     when delivered by overnight courier or on the fifth business day after
     mailing if sent by first-class, registered or certified mail to the
     following address or addresses or such other address or addresses as the
     parties may designate in writing in accordance with this Section:

          If to PTN:                 PTN MEDIA INC.
                                     2750 S. State Street
                                     Ann Arbor, MI  48105


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<PAGE>


          with a copy to:            Bernard R. Cahill II, Esq.
                                     Cahill Law Office
                                     Music Row
                                     706 18th Avenue S.
                                     Nashville, TN 37203
                                     615-242-6777 phone
                                     615-255-4366 fax

          If to MOORE:               Mandy Moore
                                     C/o Glenn A. Gulino
                                     William Morris Agency, Inc.
                                     1325 Avenue of the Americas
                                     New York, NY 10019
                                     212-903-1129 phone
                                     212-903-1406 fax

          With copy to:              Jess L. Rosen, Esq.
                                     Greenberg Traurig
                                     Ivy Place
                                     3423 Piedmont Rd., N.E. 2nd Fl.
                                     Atlanta, GA 30306
                                     404-240-1125 phone
                                     404-237-5260 fax

     19.  Assignment. This Agreement shall be binding upon and inure to the
     benefit of the parties and their respective successors and permitted
     assigns. Neither party may assign its rights or obligations hereunder
     without the prior written consent of the other party.

     20.  Execution in Counterparts. This Agreement may be executed by the
     parties in counterparts, each of which when so executed and delivered shall
     be deemed to be an original and all of which when taken together shall
     constitute one and the same agreement. This Agreement may be executed by
     facsimile, and signatures on a facsimile copy hereof shall be deemed
     authorized original signatures.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement as of
     the date set forth below.

DOUBLE M HOLDINGS, INC.                      PTN MEDIA, INC.

/s/  DON L. MOORE                            By: /s/ PETER KLAMKA
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Name:  DON L. MOORE                          Name:  Peter Klamka
Title: PRESIDENT                             Title: President