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                              PARTNERING AGREEMENT

This Agreement is entered into as of October _27_, 2000 (the "Effective Date")
by and between FragranceDirect.com, Inc., a Delaware corporation, with its
principal office at 2750 South State Street, Ann Arbor, MI 48104 (the "Company")
and TWEC.com, LLC, a New York Corporation, with offices at 38 Corporate Circle,
Albany, NY 12203 (the "Partner").

                                    RECITALS

WHEREAS the Company operates an e-commerce website that sells fragrances and spa
products targeted at both men and women, located at
http://www.fragrancedirect.com (the "Company Site");

WHEREAS Partner operates an entertainment-focused e-commerce website that
targets both men and women, located at http://www.twec.com (the "Partner Site");

WHEREAS Partner and Company (collectively "Parties"; individually "Party") wish
to enter into this Agreement where joint marketing promotions will be run on
both the Partner and Company's websites and Partner will receive bottles of
perfumes for giveaway and marketing promotions from Fragrance Direct and
Fragrance Direct will receive marketing and advertising promotions from
TWEC.com.

NOW THEREFORE, in consideration of the Recitals and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
Parties agree as follows:

     1.   OBLIGATIONS OF PARTIES

          1.1  Partner's Obligations:

               During the term of this Agreement:

               (a)  As mutually agreed by the Parties from time to time in a
                    Program Addendum (as hereinafter defined), offer a variety
                    of special offers for, or discounts on, product purchases on
                    TWEC.com to Fragrance Direct customers.

               (b)  Participate in joint development and approval of creative
                    for each new promotion and deliver all necessary artwork
                    (logo, etc.) to Fragrancedirect.com. Prior to signature of
                    each program development and creative requirements will be
                    outlined in the addended agreement.

          1.2  Company's Obligations:

               During the term of this Agreement:

               (a)  As mutually agreed by the Parties from time to time in a
                    Program Addendum, offer a variety of special offers for, or
                    discounts on, product purchases on FragranceDirect.com to
                    TWEC.com customers on the TWEC.com homepage and Women's page

               (b)  Offer special discount to TWEC customers on their purchases
                    at Fragrance Direct.com. Discount will be mutually agreed to
                    by both parties and rolled out for the holiday season;

               (c)  Participate in joint development and approval of creative
                    for each new promotion and deliver all necessary artwork
                    (logo, etc.) to TWEC.com in a timely manner;

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          1.3  Ongoing promotions

               (a)  TWEC.com and FragranceDirect.com will continue to work
                    together on new and ongoing promotions. Prior to the
                    commencement of each new promotion, the development and
                    creative requirements and the related fees will be defined
                    and documented in an addendum to this Agreement signed by
                    both Parties (each, a "Program Addendum"). Except as
                    expressly provided in a Program Addendum, in the event of
                    any conflict or inconsistency between a Program Addendum and
                    this Agreement, the terms and conditions established in this
                    Agreement shall control.

               (b)  Any mutual promotions where user emails are required on
                    either site will have an opt-out function and both companies
                    will share the email addresses of those users who have not
                    optedout of promotions.

               (c)  Both Parties will work with each other's marketing team to
                    create a comprehensive marketing plan for the initial
                    one-year term. Each Party agrees to begin work within 10
                    days of signature of this Agreement and will complete the
                    plan within 60 days.

               (d)  FragranceDirect.com through it's parent, PTN MEDIA INC. may
                    make the following talent available for online chats: Mandy
                    Moore, Daisy Fuentes, Downtown Julie Brown, and Chely Wright
                    and other talent (TBD). FragranceDirect.com will use its
                    best efforts to secure such promotion opportunities but
                    makes no representation or warranty that will be able to do
                    so due to a number of factors including artists professional
                    availability.

               (e)  Promotion of TWEC.COM on the Julie Show is subject to
                    availability, show context, and promotional opportunities.

          1.4  Consideration

               (a)  Payment terms for each additional promotion will be clearly
                    defined in the related Program Addendum.

               (b)  Invoices will be provided by both companies to the other
                    within 30 days of signature of this Agreement.

     2.   TERM AND TERMINATION

          2.1  Term: The term of this Agreement shall commence on the Effective
               Date and shall continue for one (1) year. Thirty (30) days prior
               to end of then current term, both Parties agree to negotiate in
               good faith the option of entering into a renewal term.

          2.2  Termination: Either Party may terminate this Agreement: (i)
               immediately upon written notice if at any time the other Party is
               in material breach of any warranty, representation, term, or
               condition of this Agreement and fails to cure that breach within
               thirty (30) days after written notice thereof; or (ii) upon sixty
               (60) days written notice to the other Party, without cause.

          2.3  Effect of Termination: Upon termination of this Agreement,
               Company will discontinue all links to the Partner Site. All
               payments that have accrued prior to termination or expiration of
               this Agreement will be paid in full within thirty (30) days
               thereof. Termination of this Agreement shall not act as a waiver
               of any breach of this Agreement or as a release of either Party
               from any liability for breach of such Party's obligations under
               this Agreement.

     3.   RIGHT TO USE PARTIES' TRADEMARKS

          Partner hereby grants to Company from the Effective Date until the
          termination of this Agreement, the non-exclusive, non-transferable,
          royalty free, worldwide license to use the name of Partner, as well as
          the trademarks of Partner in connection with the performance of this
          Agreement; provided, however, that each such use shall be subject to
          the prior written approval of Partner with respect to the use and
          presentation of Partner's name and marks, the quality of the materials
          in which they are used, and the quality of the goods with which they
          are associated.

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          Company hereby grants Partner from the Effective Date until the
          termination of the Agreement, the non-exclusive, non-transferable,
          royalty free, worldwide license to use the name of Company, as well as
          the trademarks of Company in connection with the performance of this
          Agreement; provided, however, that each such use shall be subject to
          the prior written approval of Company with respect to the use and
          presentation of Company's name and marks, the quality of the materials
          in which they are used, and the quality of the goods with which they
          are associated.

     4.   REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

          4.1  Company warrants and represents that: (a) it has the necessary
               rights to enter into this Agreement; (b) its entry into this
               Agreement will not cause any breach of its obligations to third
               parties; (c) Company's Site, to the best of its knowledge, does
               not infringe any personal, intellectual property, or other rights
               of any third party; and (d) in performing its obligations
               hereunder, Company will comply with all laws, rules and
               regulations of all governmental bodies having jurisdiction.
               Company hereby indemnifies and holds harmless Partner and its
               subsidiaries, affiliates, officers, employees and agents from and
               against any loss, liability, claim, damage, costs and expenses
               (including reasonable attorneys' fees and litigation expenses)
               arising out of or as a result of Company's breach of this
               Agreement or any breach of Company's representations and
               warranties herein.

          4.2  Partner warrants and represents that: (a) Partner has the
               necessary rights to enter into this Agreement; (b) its entry into
               this Agreement will not cause any breach of its obligations to
               third parties; (C) Partner's Content to the best of its
               knowledge, does not infringe any personal, intellectual property
               or other rights of any third party; and (d) in performing its
               obligations hereunder, Partner will comply with all laws, rules
               and regulations of all governmental bodies having jurisdiction.
               Partner hereby indemnifies and holds harmless Company and its
               subsidiaries, affiliates, officers, employees and agents from and
               against all claims, damages, costs and expenses (including
               reasonable attorneys' fees and litigation expenses) arising out
               of or as a result of Partner's breach of this Agreement or any
               breach of Partner's representations and warranties herein.

     5.   DISCLAIMER

          5.1  Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE
               TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR
               INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
               ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY IS
               ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING
               ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

     6.   CONFIDENTIALITY

          6.1  Each Party shall, during the term of this Agreement and also
               thereafter, keep in strict confidence and shall not use for any
               other purposes (except for such purposes granted or permitted
               under this Agreement) the execution of this Agreement itself and
               any substance thereof, and any confidential information of the
               other Party that comes into its possession pursuant to, as a
               result of, or in the performance of this Agreement.

          6.2  The confidentiality obligation shall not apply to any information
               that: (a) is generally known to the public without the default of
               the information-receiving party; (b) is independently developed
               by the information-receiving party; (c) the information-receiving
               party receives

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               from a third party who has no confidential obligation for such
               information; (d) is already known to the receiving party prior to
               receipt of such information; or (e) is disclosed pursuant to the
               valid legal process of a government agency.

     7.   MISCELLANEOUS

          7.1  Integration: This Agreement incorporates the entire
               understandings among the Parties with respect to its subject
               matter and may not be amended except by an instrument in writing
               signed by both Parties.

          7.2  Non-assignment: Neither Party's rights, duties or
               responsibilities under this Agreement may be assigned, delegated
               or otherwise transferred in any manner, without the prior written
               consent of the other Party, which consent shall not be
               unreasonably withheld or delayed. However, if either Party is
               wholly acquired or a majority of either Party or its business is
               acquired (greater than 50% ownership) by another company during
               the Term of this Agreement, Company may assign the Agreement to
               the acquiring Company. In such case, any acquiring company must
               assume all obligations of this Agreement.

          7.3  Severability: If any provision of this Agreement is held by a
               court of competent jurisdiction to be unenforceable, invalid or
               void in any respect, no other provision of this Agreement shall
               be affected thereby and all other provisions of this Agreement
               shall nevertheless be carried into effect.

          7.4  Remedies: All rights and remedies of the Parties are separate and
               cumulative. No right or remedy, whether exercised or not, shall
               be deemed to be to the exclusion of or to limit or prejudice any
               other rights or remedies that the Parties may have. The Parties
               shall not be deemed to waive any of their rights or remedies
               under this Agreement, unless such waiver is in writing and signed
               by the party to be bound. No delay or omission on the part of
               either party in exercising any right or remedy shall operate as a
               waiver of such right or remedy or any other right or remedy. A
               waiver on any one occasion shall not be construed as a bar to or
               waiver of any right or remedy on any future occasion.

          7.5  Independent Contractors: Parties are independent contractors, and
               nothing in this Agreement shall be construed to create a joint
               venture, partnership, or agency relationship.

          7.6  Force Majeure: A party will not be deemed to have materially
               breached this Agreement to the extent that performance of its
               obligations or attempts to cure any breach are delayed or
               prevented by reason of an act of God, fire, natural disaster,
               accident, act of government, or any other cause beyond the
               reasonable control of that party; provided that the party whose
               performance is delayed or prevented promptly notifies the other
               party of the nature and duration of the force majeure event.

          7.7  Governing Law: This Agreement shall be construed and governed in
               accordance with the laws of the State of New York, and the
               parties consent to jurisdiction and venue in the state and
               federal courts sitting in the State of New York. In any action or
               suite to enforce any right or remedy under this Agreement or to
               interpret any provision of this Agreement, the prevailing party
               shall be entitled to recover its costs, including reasonable
               attorney's fees.

          7.8  Notices: All notices, demands, requests, consents or other
               communications regarding this Agreement shall be effective in
               writing only, and shall be deemed to have been received two (2)
               business days after they are mailed by certified or registered
               U.S. mail, return receipt requested, postage prepaid or delivered
               to a nationally recognized express delivery service.

          7.9  Facsimile Counterparts: This Agreement may be signed in fax
               counterpart copies, all of which taken together shall be deemed
               one original.

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IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized representative the day and year first written above.

TWEC.com, LLC                               FragranceDirect.com
By: /s/ William Tynan                       By: /s/ Peter Klamka
   --------------------------------            ---------------------------------
Name:   William Tynan                       Name:   Peter Klamka
     ------------------------------               ------------------------------
Title:  General Manager, E-Commerce         Title:  President
     ------------------------------               ------------------------------
Date:   11/3/00                             Date:   (illegible)
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          Addendum 1 to Partnering Agreement Dated as of October , 2000
                                 by and between
                           FragranceDirect.com, Inc.
                                      and
                                 TWEC.com, LLC

                                 Fall Promotion

     1.   OBLIGATIONS OF PARTIES

          1.1  Partner's Obligations:

               (a)  Fall promotion: Provide fulfillment and shipping and
                    handling of "gift with purchase" fragrances supplied by
                    Fragrance Direct for this particular Fall Promotion.

               (b)  Promote Fragrance Direct's "free gift with purchase" offer
                    on the TWEC giveaway page and on other areas of the site,
                    and on other TWEC partner promotion areas.

               (c)  Will build "gift with purchase" page that will reside on the
                    TWEC.com website and is expected to go live by October 13th,
                    based on approval.

          1.2  Company's Obligations:

               (a)  Fall Promotion: Supply TWEC.com with 48 promotional size
                    bottles of Candies fragrance for Women and 48 promotional
                    size bottles of Cool Water fragrance for Men to be given
                    away to TWEC.com's customers as a "gift with purchase," or
                    some other giveaway from Fragrance Direct. The fragrance
                    will be shipped to Sandra Farinella at TWEC.com;

               (b)  Company will promote the "gift with purchase" on multiple
                    areas of the Company Site, and on other Fragrance Direct
                    partner promotion areas.

     2.   Consideration

               (c)  Fragrance Direct will invoice TWEC.com for the cost of the
                    promotional fragrances totaling $1,200.00

               (d)  TWEC.com will invoice Fragrance Direct for the cost of
                    marketing promotions totaling $1,200.00



TWEC.com, LLC                               FragranceDirect.com
By: /s/ William Tynan                       By: /s/ Peter Klamka
   --------------------------------            ---------------------------------
Name:   William Tynan                       Name:   Peter Klamka
     ------------------------------               ------------------------------
Title:  General Manager, E-Commerce         Title:  President
     ------------------------------               ------------------------------
Date:   11/3/00                             Date:
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