<SEQUENCE>11

<FILENAME>0011.txt

<DESCRIPTION>MERCHANT AND PARTNER NETWORK AGREEMENT

<TEXT>





<PAGE>







                     MERCHANT AND PARTNER NETWORK AGREEMENT



     This Merchant and Partner Network Agreement (the "Agreement") is effective

as of the 8th day of May, 2000 (the "Effective Date") by and between Dynamic

Trade Inc. ("Network") and PTN Media ("Merchant").



                                   BACKGROUND



     Network is in the business of providing networked services between Internet

commerce Web sites (as such services are described more fully in Section 1(g)

hereof, (the "Services")). Merchant owns and maintains an on-line storefront on

the World Wide Web, accessible to the public with a URL of

www.fragrancedirect.com the "Merchant Site"). Network desires to provide the

Services to the Merchant, and Merchant desires to appoint Network to provide the

Service, all in accordance with the terms of this Agreement.



                                   AGREEMENT



     NOW THEREFORE, in consideration of the foregoing and the mutual covenants

and conditions contained herein, the parties agree as follows:



1. DEFINITIONS



   (a) "Network Commission" shall mean 3% of the Net Sales Price.



   (b) "Network Fee" shall equal $0.00 per month.

       One time set up fee equal to $2,500 due at signing.



   (c) "Payment Period" shall mean the interval at which payments shall be made

       to Network and Partner Sites pursuant to Section 5(o). The Payment Period

       shall be Calendar Monthly. Minimum Payment shall be $50.00.



   (d) "Net Sales Price" shall mean the price at which Products are actually

       sold by Merchant to a Qualified Customer, exclusive of transportation and

       packaging costs, insurance, duties, taxes and other governmental charges,

       commercial, trade and cash discounts actually granted by Merchant.



   (e) "Products" shall mean those products available for sale on the Merchant

       Site at any time during the term of this Agreement.



   (f) "Qualified Customer" shall be a person who has accessed the Merchant

       Site via a link from a Partner Site that is facilitated by Services and

       who purchases from the Merchant Site within 90 days of such initial

       visit.



   (g) "Services" to be performed by Network for Merchant under the

       ConnectCommerce(TM) suite of services include (i) working on Merchant's

       behalf to secure and enroll appropriate Partner Sites for Merchant; (ii)

       providing the system that links the Merchant Site to Partner Sites; (iii)

       providing a server upon which the requisite software is housed; (iv)

       tracking purchases by Qualified Customers through the Partner Network;

       (v) billing Merchant for Partner Site Commissions; and (vi) dispersing

       funds delivered to Network as payment of Partner Site Commissions which

       meet payment criteria established by Network.



   (h) "Partner Site" shall mean sites on the World Wide Web that agree to

       provide a hypertext link or links that will direct third parties from

       such site to the Merchant Site in exchange for payment by Merchant to

       Partner Site of a commission for Products sold by Merchant to Qualified

       Customers.



   (i) "Partner Site Commissions" shall mean the percentage of Net Sales (as

       defined in the respective Partner Agreement) to which each Partner Site

       is entitled under its respective Partner Agreement. Standard Partner

       Site Commission shall be 5% of Net Sales Price. Partner Site Commissions

       shall vary from Partner Site to Partner Site with maximum Partner Site

       Commission equivalent to 8%. All Partner Site Commissions above and

       beyond this maximum shall be pre-approved by Merchant and have been

       adjusted so as to compensate for all returned and canceled orders.





<PAGE>



2. TERM



   (a) Term. This Agreement shall commence on the Effective Date and shall

continue for a period of one year (the "Initial Term"). This Agreement shall

automatically renew annually thereafter for one year terms on the same terms and

conditions of this Agreement unless otherwise agreed to in writing by the

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