<SEQUENCE>5

<FILENAME>ptn102.txt

<DESCRIPTION>LICENSE AGREEMENT

<TEXT>





                                LICENSE AGREEMENT







     This License Agreement (the "Agreement") is entered into as of February 19,

2001 by and between 3 Wishes Productions Inc. f/s/o Christina Aguilera

("Aguilera") and PTN MEDIA INC. ("PTNM") with reference to the following facts

and circumstances:



     PTNM desires to obtain, and Aguilera is willing to grant, an exclusive

license to use Aguilera's name, image, likeness and endorsement (herein the

"Licensed Property") in connection with the proposed advertisement, promotion

and sale of hand held computers running the Pa1mTM operating system,



     NOW, THEREFORE, for good and valuable consideration, the receipt and

adequacy of which is hereby acknowledged, the parties agree as follows:



     1. Terms of License,



          (a) Subject to the terms and conditions of the Agreement, Aguilera

hereby grants to PTNM an exclusive (solely with respect to hand held computers),

royalty-free (except as set forth herein), worldwide license (the "License") to

use, distribute, display and transmit Aguilera's full name (and parts thereof),

image, likeness, and endorsement (the "Licensed Property") only in the form, for

the purposes and in the manner, as expressly approved in writing in advance, by

her in connection with the proposed manufacture, advertisement, distribution and

sale of certain approved hand-held computers (the "Licensed Products") and in

the channels of distribution expressly approved in writing in advance by

Aguilera. PTNM shall have the exclusive right to subcontract manufacturing in

connection with the License, subject in all events to the express prior written

consent of Aguilera. The parties shall list products approved, as Licensed

Products, on Schedule I attached hereto and initialed. Any new item sought to be

included, as a Licensed Product must be set forth in an updated Schedule I

expressly authorized and executed by Aguilera. The Licensed Products may be

advertised and promoted immediately after execution of this Agreement, but

they shall not be offered for sale prior to August 01, 2001 (the "On-Sale

Date").



          (b) PTNM shall cause the Licensed Products to be produced in strict

conformance with the approvals as given by Aguilera and shall pay Aguilera a

royalty equal to twelve percent (12%) of the proceeds received from the sale of

the Licensed Products after deducting the direct invoiced cost from the

manufacturer. Payments shall be reported to Aguilera and accounted for within

thirty (30) days after the end of each calendar quarter hereunder, and





                                       1

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each accounting shall include payments of the share to Aguilera. Late payments

shall accrue interest at 1.5% per month. In addition, PTNM hereby agrees to

guarantee Aguilera an annual minimum royalty hereunder of one hundred thousand

dollars ($100,000.00), which in the first year of the Agreement shall be paid

upon execution by PTNM and in the second year of the Agreement shall be paid to

Aguilera one year from the date of the photo shoot set forth below. In addition,

PTNM agrees to deliver a stock certificate representing shares equal to fifty

thousand dollars ($50,000.00), based on the closing price of PTNM common stock

on the date of Aguilera's signing, within fifteen (15) days of final execution.

The annual minimum royalty payments contemplated thereby, excluding the PTNM

common stock acquired by Aguilera as set forth herein, shall be treated as an

advance against the royalty payments due hereunder. Subject to the terms of the

Agreement, Aguilera shall continue to own all right, title and interest in and

to the Licensed Property; Aguilera shall, however, have no right, title or

interest in or to the products or any content therein, and PTNM shall have sole

contact with the manufacturer in connection with the development, format,

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