PRIVATE ENTERTAINMENT PARTNER TERMS & CONDITIONS and SERVICE AGREEMENT

The Private Entertainment Partner Program offers an opportunity for operators of adult-oriented Internet web sites ("Hosts" or "Partners") to direct traffic to Private Entertainment Partner Sites and earn a commission each time one of those visitors purchases a product.

The terms and conditions of this Agreement are as follows:

1. How the Program Operates:

1.1 Visitors to your Site shall be directed to Private Entertainment Partner Program Sites via an Internet hypertext transfer link. Private Entertainment shall designate and design the appearance and syntax of the hypertext transfer links which will appear at your Site -- although you may choose to display banners, text links, exit consoles, or full page promotional ads at your Site.

1.2 Upon sign-up you will be provided with instructions as to how to generate & install the HTML code which will display Private Entertainment Partner Program Sites text links, banners, exit consoles and/or full page ads on your web Site. You must install the HTML code as instructed in order to receive proper credit. The following actions shall be cause for denial of payment and immediate termination and may result in legal action at Private Entertainment's discretion: spamming, illegal content, and any falsification of transactions. The above list is not meant to be exhaustive of prohibited conduct.

1.3 Upon sign-up you will be asked to enter a password. Please remember it, as you will need it in order to make changes to your account. After you submit your sign-up form, you will receive an e-mail confirmation and your unique Private Entertainment Partner Program Partner ID number. This number, when installed in hypertext transfer links, will ensure proper credit for referred purchases. Please also use this ID number whenever contacting Private Entertainment Webmaster-Partner Support.

Currently, the Private Entertainment Partner Program does not accept webmasters from the following countries: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Jordan, Kaliningrad, Kazakhstan, Korea (North and South), Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, and Yugoslavia. New accounts from these countries will not be paid.

1.4 Your commission shall be earned on each referred transaction, which occurs when a user, directed from your site, purchases a product from a Private Entertainment Site.

2. Site Owner/Operator Obligations:

2.1 You are required to provide a Federal Tax ID or Social Security Number before commission payments can be made to you. Private Entertainment's Partner Program will register a 1099 for all U.S. domestic entities or a 1042-s for all foreign entities to whom we issue combined yearly payments of $600.00 or more. Any falsification of Social Security or Tax ID numbers shall be cause for denial of payment and immediate account termination. It is the responsibility of the Partner to keep all account information with Private Entertainment's Partner Program up-to-date and accurate. It is also the responsibility of the Host to periodically check their e-mail to stay informed of changes to Private Entertainment programs. The Partner is solely responsible for providing accurate address/delivery information to ensure proper delivery of payment. Since payments are computer-generated, inaccurate/improper address information will delay payment.

2.2 The Partner is also responsible to take all reasonable steps necessary to comply with all applicable state, federal and local laws, if any, regarding access to adult-themed and/or sexually explicit materials by minors or residents of areas where such materials are likely to be deemed in violation of community standards or to form the basis of obscenity prosecutions (herein, "Policing Prohibited Access").

3. Rights Granted:

3.1 Private Entertainment grants to the person or entity, who is the owner/operator of an Internet Site (hereinafter "Site Operator" or "Partner") the non-exclusive right to direct (refer) users or visitors to their web Site to Private Entertainment Partner Site(s).

3.2 Private Entertainment grants to the Partner a limited, non-exclusive, non-transferable license, during the term of this Agreement, to use graphics, including banners, and other intellectual properties (hereinafter "marks") owned by Private Entertainment and the Private Entertainment Partner Program for the sole purpose of marketing, advertising and promoting the Private Entertainment Partner Program Site(s). The Partner may not alter or modify the link, banner, or graphic, or any other marks, in any way, without the prior written permission of Private Entertainment. The license herein granted shall automatically and immediately cease upon the termination of this Agreement.

3.3 The rights granted herein shall be for reasonable, appropriate and lawful use, and on the express condition that the Partner continuously observes the Private Entertainment Partner Program's rule regarding Policing Prohibited Access.

4. Host Commission:

During a pay period month, you will receive 20% of all sales, before shipping and tax additions, on all orders which are referred through your account ID.

You will receive an additional 5% of all referral commissions earned by every First Tier (Sub-Partner) webmaster that you refer to the Private Entertainment Partner Program through your site.

Payments will be made on a monthly basis, as long as your account has accumulated the minimum payout of $20.00. Otherwise, accumulated payout will be carried over to the next month until your monthly total reaches the minimum payout. All payments will be made by check in U.S. dollars unless otherwise arranged. All commission statistics during a month are closed on the last day of the month. Any Adjustments and/or Chargebacks from previous months sales will be applied to the current month commission statistics.

5. Representations and Warranties:

5.1 You, as Host, warrant and represent that you own or operate a lawful, and otherwise valid Internet web Site. You further represent that you have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein and that you are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by you; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude you from entering into this Agreement. You shall indemnify Private Entertainment and its owners, employees and assigns against any loss, damage, liability (including reasonable legal fees) which result from the use of any Private Entertainment materials not expressly authorized by this Agreement.

5.2 You, as Host, will not place any Private Entertainment Partner Program advertisement on any type of "password giveaway" "mp3" or "warez" Sites. If any Private Entertainment Partner Program advertisement is found on such a Site, the Partner's account will be subject to immediate termination and denial of payment.

5.3 As emphasized in the Acceptable Use Policy, you, as Host, will not engage in abusive spamming practices. If we receive ANY complaints about such activities, the Host's account will be subject to immediate termination and denial of payment. Please note that a network of contacts with AOL and other major ISP's is in place, and if you spam, you will be caught, and you will be terminated, and your account information will be turned over. If your account is caught spamming AOL, your account will be terminated, and your personal information will be forwarded to AOL's legal department. If your account is caught spamming ICQ, IRC, AOL AIM, MSN IM, USENET, MESSAGE BOARDS, your account will be terminated, and your personal information will be forwarded to the appropriate organization.

5.4 You, as Host, will continuously observe Private Entertainment Partner Program's rule regarding Policing Prohibited Access.

6. Disclaimer and Limitation of Liability:

Private Entertainment MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE PERFORMANCE OF THE LINK OR THE CONTENT OF Private Entertainment SITE(S) AND Private Entertainment EXPRESSLY DISCLAIMS ANY WARRANTIES, INCLUDING THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Private Entertainment shall not be held liable to the Partner or any other person or entity, including users of Private Entertainment's products or services, for any losses, injuries or damages of any kind, arising from or in connection with any mistakes, omissions, delays, errors, interruptions in the transmission or receipt of Private Entertainment's products, services or content.

7. Term and Termination of Agreement:

7.1 This agreement is subject to change without notice. Partners should check back here periodically for updates.

7.2 The term of this Agreement shall be indefinite. Private Entertainment reserves the right to terminate this Agreement at any time, without cause. Delivery of notice via e-mail shall be considered sufficient notice to the Host.

7.3 Upon termination of this Agreement you shall immediately cease using Private Entertainment's marks and remove Private Entertainment's banner(s) from your Site.

7.4 Any warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

7.5 Upon termination of this Agreement you shall be entitled to all unpaid commissions earned prior to the date and hour of termination. The Partner shall not be entitled to receive commissions for referrals delivered after the date of termination. Nor shall the Partner receive any payment if their account was terminated for illegal content, spamming, deception, fraud, falsification of sign-ups or failure to observe Private Entertainment's rules regarding Policing Prohibited Access.

8. Acceptance and Execution of Agreement:

By filling out and sending the sign-up form you are agreeing to be bound by the terms of this Agreement and Private Entertainment is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the form is forwarded to Private Entertainment.

REVISED 08/02/01