<SEQUENCE>7

<FILENAME>0007.txt

<DESCRIPTION>GENERAL AGREEMENT

<TEXT>





<PAGE>



                               GENERAL AGREEMENT



     THIS AGREEMENT, between PTN Media (PTN), and NeoHand, Inc. ("Licensee")

sets forth the terms and conditions pursuant to which PTN grants to Licensee the

rights to use certain content ("Content") developed by PTN and more particularly

described in Attachment A, as part of Licensee's software Fashionwindow.com

Workouts by neohand ("The Software") more particularly described in Attachment

A.



     In consideration of the mutual promises contained herein, the parties

hereby agree as follows:



     1. Limited Use License.



     a. Grant of License. PTN hereby grants Licensee a nonexclusive, worldwide,

limited license to use, reproduce, distribute, and create derivative works of

the Content, but only through The Software, subject to the provisions of this

license and only to end users pursuant to a license agreement substantially in

the form attached hereto as Attachment C. Private label of The Software created

by Licensee or in cooperation with a third party, are excluded from this

license. Licensee may distribute the Content only through the agreed Software

format described in Attachment A.



     b. Ownership, Copyright and Trademarks. PTN shall retain all right, title

and interest (subject to the license granted herein) in and to all Content.

Derivative works created by Licensee including all or part of the Content shall

be the joint property of the parties and all use of such derivative works shall

be limited by the terms of this Agreement. Licensee shall include in all

displays and other expressions of Content the copyright provisions, trademarks,

trade names, and use restrictions stated herein and reasonably altered by PTN

from time to time (including without limitation those set forth in Attachment A

hereto). Neither party shall use any content or marks, logos or other

identifiers of the other party in any manner other than as is expressly provided

for in this Agreement, without the other party's prior written approval. The

parties acknowledge and agree that: (i) they shall not use the other party's

marks in a manner likely to diminish the other party's marks' commercial value;

(ii) they shall not knowingly permit any third party to use the other party's

marks unless authorized to do so in writing by the other party; (iii) all

goodwill associated with parties' use of the other party's marks shall inure to

other party; (iv) the parties' marks are and shall remain the sole property of

the party owning the marks before entering into this Agreement; (v) nothing in

this Agreement shall confer in either party any right of ownership in the other

party's marks, and the parties shall not make any, representation to that

effect, or use the other party's marks in a manner that suggests that such

rights are conferred.



     c. Editing Content. Except to correct obvious typographical errors, the

information may not be edited or added to without the prior written approval of

PTN. Information which does not serve Licensee's editorial purposes may be

deleted by Licensee with notice or advance approval, except that portions of

information less than a paragraph in length may not be deleted



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     a. Pricing/Royalties for Content. In consideration of licenses granted

under this Agreement, Licensee agrees to pay PTN in accordance with the payment

of fees as set forth in Attachment B hereto.



     b. Right to Inspect. Licensee agrees that PTN may upon reasonable notice

and during Licensee's normal business hours examine Licensee's records and books

of account relating to use of the Content for the sole purpose of determining

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