1. Private.com

1.1. SUBSCRIPTIONS

Customers will pay their monthly or annual subscription either in US dollars or in Euros. Coldfair will pay the Company in Euros. If the customer pays in US dollars, Coldfair will convert the US currency to Euros according to the exchange rate of the day on which the customer pays.

"Revenue" means the monthly amount paid to Coldfair by the customers directed from the Company's web site, excluding processing fees, refunds, chargebacks, shipping or handling cost and taxes.

Coldfair will pay the Company the following commission fees:

50% of Revenue for Revenues less than 20,000 ? in the relevant calendar month.

55% of Revenue for Revenues between 20,001 ? and 49,999 ? in the relevant calendar month.

60% of Revenue for Revenues between 50,000 ? and 79,999 ? in the relevant calendar month.

65% of Revenue for Revenues between 80,000 ? and 99,999 ? in the relevant calendar month.

70% of Revenue for Revenues over 100,000 ? in the relevant calendar month.

1.2 DIALLERS

"Revenue" means the monthly amount paid to Coldfair by the customers directed from the Company's web site.

Coldfair will pay the Company the following commission fees:

50% of Revenue for Revenues less than 20,000 ? in the relevant calendar month.

55% of Revenue for Revenues between 20,001 ? and 49,999 ? in the relevant calendar month.

60% of Revenue for Revenues between 50,000 ? and 79,999 ? in the relevant calendar month.

65% of Revenue for Revenues between 80,000 ? and 99,999 ? in the relevant calendar month.

70% of Revenue for Revenues over 100,000 ? in the relevant calendar month.

1.3 MEMBERSITE UPSELLS

Coldfair will pay the Company the following commission fees from the amount paid to Coldfair by the customers directed from the Company's web site, excluding processing fees, refunds, chargebacks, shipping or handling cost and taxes:

25% of any Shop sale

15% of any Live content

15% of any DivX downloads

1.4 WEBMASTER REFERRAL

Coldfair will pay the Company a 5% 1st tier referral for every active webmaster that they refer to the program. This will be applicable for webmasters who choose either revenue share or flat fee option. This 5% fee will be deducted from Coldfair's share and not the referred webmaster.