Joint Venture Agreement

This agreement, made an entered into as of the second day of May, 1996, by and among:


ADVANCED MEDIA, INC., a New York corporation with principal offices situated as 80 Orville Drive, Bohemia, New York 11716 (hereinafter referred to as "AMI");


PERFORMANCE CONCEPTS, INC., an Ohio corporation with principal offices situated at 7855 Division Drive, Mentor, Ohio 44060 (hereinafter referred to as "PCI").


The foregoing may be referred to hereinafter both individually as the "VENTURER" and collectively as the "VENTURERS."


WITNESSETH:


WHEREAS, AMI and PCI desire to form a joint-venture (hereinafter referred to as the "Venture") for the term and upon the conditions set forth hereinafter;


NOW, THEREFORE, for and in consideration of the terms, conditions and covenants stated herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby stated, AMI and PCI agree to the following:


ARTICLE I:
BASIC STRUCTURE


1.1. FORM. AMI and PCI hereby form the Venture and agree to be governed by
the Laws of the State of New York.


1.2. NAME. The business of the Venture shall be conducted under the name of
AMI/PCI Joint-Venture.


1.3. PLACE OF BUSINESS. The principal offices and places of business of the
Venture shall be jointly located at 80 Orville Drive, Bohemia, New York
and 7855 Division Drive, Mentor, Ohio, or such other place as the
VENTURERS may from time to time designate.


1.4. TERM: The Venture shall commence on April 11, 1996 and shall continue
until terminated by mutual consent of the parties or should the parties
successfully complete a merger with each other.


1.5. PURPOSE: The purpose of the Venture shall be to exploit any opportunity
which the joint venture partners mutually deem as beneficial to be
included in the venture. The initial opportunity for which the joint
venture has been formed is for the purpose of the development and
service of the VitaPak/BNE kiosk project for General Nutrition Centers
on behalf of General Nutrition Corporation ("GNC"). To the extent that
new projects are agreed to be included in the venture, this section
shall be amended.


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ARTICLE II:
FINANCIAL ARRANGEMENTS


2.1. INITIAL CONTRIBUTIONS OF THE VENTURERS. No initial capital
contributions from the VENTURERS shall be required, as GNC will be
paying each VENTURER separately.


2.2. PERCENTAGE SHARE OF PROFITS. The Percentage Share of Profits of each
VENTURER shall be 50% each.


2.3. RECEIPTS, EXPENSES, ACCOUNTING. It is expressly understood that all
receipts and expenses of the Venture including licensing and service
fees shall be shared equally by the VENTURERS. In the event that a
VENTURER expends more than its pro rata share of budgeted expenses than
the other, it shall be entitled to reimbursement from the other
VENTURER on a monthly basis. The budget is appended in Exhibit B and
shall be updated on a mutually agreed upon basis, as necessary. Budget
overruns are the responsibility of the respective parties. Each party
agrees to account for all receipts received from GNC in connection with
the Venture.


2.4. BUDGET. Attached in Exhibit A are the budget concepts and factors to be
considered in income and expense resolution. As final numbers for the
pilot project, roll out and any subsequent projects (see Section 1.5),
such agreements shall be appended to this agreement as exhibits and
shall become part of this agreement, as Exhibit B.


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