EXHIBIT 4.2 ----------- AGREEMENT

                                                                    EXHIBIT 4.2
                                                                    -----------
                                    AGREEMENT

The following Agreement sets forth the terms and conditions by and between Xxxxx
and Xxxxxx Xxxxxx (Balise) on one hand, and Dick and Xxxxxxx Xxxxxx (Xxxxxx) on
the other hand, whereas Balise agrees to purchase and Xxxxxx agrees to sell one
boat lift and one Proline Boat with motor and trailer:

1)   Items Being Purchased (Property): One boat lift, 1998 180 SU Proline Boat
     (Hull ID # PLCSW048K798), 1998 115 HP Mercury Outboard Engine (Serial #
     OG677183), 1998 Fastload Aluminum Trailer (Serial # 40AB12214VY0013333),
     one 1999 installed Great White 24Volt Foot Operated Trolling Motor, and any
     and all accessories that the parties further agreed was to come with the
     transaction.

2)   Payment: For consideration of items being purchased, Balise shall provide
     Xxxxxx 8,000 shares of restricted common stock (Stock) of The Publishing
     Company of North America, Inc. (PCNA). The Stock shall be unsaleable for a
     period of one year from the date of this Agreement as long as Balise
     remains an affiliate of PCNA. After one year the stock may be sold and
     Balise agrees to pay for the legal opinion on the stock for such sale to
     occur, and to work closely with Xxxxxx in lifting the restrictive legend
     from the stock certificate.

3)   Option: Xxxxxx shall have the option, starting on the one-year anniversary
     date of this Agreement and continuing for a period of thirty days
     thereafter, to resell the 8,000 shares of stock back to Balise for the sum
     of Fourteen Thousand Dollars ($14,000). In doing so, Xxxxxx shall notify
     Balise by certified mail within the thirty day period, at 0000 Xxxxx Xxxx
     Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (or other address as supplied by Balise).
     Upon receipt of such notification, Balise shall provide to Xxxxxx the sum
     of Fourteen Thousand Dollars and Xxxxxx shall provide back to Balise the
     8,000 shares of PCNA common stock in certificate form.

4)   Nonpayment: Upon receiving notification from Xxxxxx to exchange the Stock
     for $14,000, Balise shall have 15 days to provide full and complete
     payment. In the event 15 days elapses and Balise has not made payment,
     Balise shall be in default and interest shall, from then, on accrue at the
     rate of 18% per annum on any unpaid balance, until such time that full
     payment is made. If in default, Balise agrees to pay any and all customary
     collection expenses, including but not limited to attorneys fees and court
     costs.

5)   Effective Date: The effective date of this Agreement shall be the date as
     executed by both parties. The effective date shall be the date used in
     calculating the holding period for the Stock.

6)   Transfer of Title/Ownership: Xxxxxx shall retain title to the property and
     maintain all insurance coverage until such time that Balise delivers the
     Stock certificates to Xxxxxx.

Both Xxxxxx and Balise agree to the terms and conditions contained herein:



                                               
/s/ Xxxxxxx X. Xxxxxx       June 1, 1999           /s/ Xxxxx X. Xxxxxx       June 1, 1999
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Xxxxxxx X. Xxxxxx                Date             Xxxxx X. Xxxxxx                Date

/s/ Xxxxxxx X. Xxxxxx       June 1, 1999           /s/ Xxxxxx X. Xxxxxx      June 1, 1999
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Xxxxxxx X. Xxxxxx                Date             Xxxxxx X. Xxxxxx               Date