This PLEDGE AGREEMENT (this "Agreement") is dated as of August 14, 1998 by and among LIFESTYLE
MEDIA ACQUISITION CORPORATION, a Pennsylvania corporation (the "Pledgor"), and DOUGLAS
LAMBERT and JENNY LAMBERT, each an individual (together the "Pledgees").
The Pledgor is the owner of 100 shares of the common stock, par value $.01 per share (the "Shares"), of
Lifestyle Media Properties, Inc., a Delaware corporation (the "Corporation"), which Shares constitute all of the
outstanding shares of common stock of the Corporation. The Pledgor and the Pledgees have entered into a
Stock Purchase Agreement dated August 7, 1998 (the "Purchase Agreement") pursuant to which the Pledgor is
acquiring from the Pledgees all the outstanding shares of stock of Lifestyle Media Corporation, a Florida
corporation (the "Company"), and the Pledgees have agreed to sell and assign to the Corporation certain
trademarks owned by the Pledgees. Pursuant to the Purchase Agreement, the Pledgor is obligated to make
certain payments of purchase price in annual installments to the Pledgees as set forth in Section 1.03(c) of the
Purchase Agreement in an aggregate amount of $1,674,595 together with interest thereon (the "Obligations"),
which Obligations are evidenced by a Term Note dated the date hereof executed by the Pledgor in favor of the
Pledgees (the "Note").
The Pledgor has agreed, in order to secure the Obligations, to execute and deliver this Agreement. Therefore, in
consideration of the mutual promises set forth herein, the parties hereto, intending to be legally bound hereby,
agree as follows.
1. Pledge. The Pledgor hereby pledges to the Pledgees, and grants to the Pledgees a security interest in, the
following (collectively, the "Pledged Collateral"):
(i) the Shares; and
(ii) all additional shares of stock or other securities of the Corporation from time to time acquired by the Pledgor
after the date hereof.
2. Secured Obligations. This Agreement secures,