1 - Affiliate Program

Coldfair offers to Company an opportunity to market certain Coldfair's Sponsor Sites by directing Internet end user traffic. In exchange for such marketing, Coldfair will pay Company a commission for each successful sale according to the conditions established in this agreement.

Company acknowledges and understands that Coldfair's Sponsor Sites will not be part of the Company's website, and contain sexually explicit adult entertainment services and/or adult oriented products.

2 - Connecting Partner's Sites and record of the traffic

2.1 The connection between the Sponsor Sites and Company's site is made by affiliate URL.

2.2 Company will use an original format of the affiliate URL.

2.3 The Link containing affiliate URL can be placed on word or banner. The link will redirect every visitor to Sponsor Sites.

2.4 Coldfair is responsible for design and delivery of graphics signs and banners that are posted on disposal to Company.

2.5 Company can choose one or more options when it is connecting with Sponsor Sites:

. link on the whole Sponsor site. Affiliate URL is redirecting traffic on a welcoming Private page.

· link on only one part of Sponsor site. This affiliate URL redirects traffic only on a one specific topic of Sponsor site.

· link on a special offer or on a targeted service on Sponsor site. Company is free to choose between any services or products from Private offer.

2.6 Record of the traffic: Coldfair will provide Company with on-line access to Coldfair's record application.

3 - Options for financial compensation

3.1. At the time of joining the Affiliate Program, Company chooses in the website as a model of financial compensation for the successful membership sale on www.private.com a commission payment as per Exhibit A of this Agreement.

3.3. For the rest of the services and products, Company will be paid exclusively through a commission as per Exhibit A of this Agreement.

4 - Financial Terms

4.1 Coldfair payout dates are the 1st and the 15th day of each month.

4.2 Coldfair will pay at latest thirty (30) days in arrears of the successful payment by the customer.

4.3 The minimum amount that will be forwarded is of two hundred (200.00 ?) Euro. Payments due and owing for a pay period less than 200.00 ? will be rolled over into subsequent payment periods until at least 200.00 ? is reached, unless a transfer fee of 5.00 ? is paid.

4.4 Coldfair will be entitled to hold payments for a period of six months if fraudulent transactions exceed 2.5% of Company's monthly transactions. After that period, Coldfair will pay Company the balance of successful sales, if any, after deduction of refunds and /or chargebacks.

5 - Term and termination of the Agreement.

5.1 The Term of this Agreement will start at the Effective Date and it will end when terminated by either party.

5.2 Either party may terminate this Agreement at any time, with or without cause, by giving the other party seven (7) days prior written notice of termination. Notice by e-mail is considered sufficient notice to terminate this Agreement.

5.3 If this Agreement is terminated because Company have violated the terms of this Agreement, then it will not receive any fee payments, even for fees earned prior to the date of termination.

5.4 If this Agreement is terminated for any other reason, Company will earn the fee on sales occurring during the term of the Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned.

5.5 Coldfair reserves the right to withhold the final payment for a reasonable time to ensure that the correct amount is paid, in accordance with Section 4.5

5.6 Right after the termination of this agreement, Company will remove from its site all links, logos, graphic samples, texts, names or any other Coldfair's signs, together with all other material that Company was able to use after signing this contract.

6 - Marketing and promotion

6.1 As used herein, "Spam" refers to the transmission of unsolicited bulk e-mails, i.e., not derived from a verifiable opt-in program or sent absent a prior business relationship with the recipient.

6.2 Any activity by Company or on its behalf that Coldfair determines or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in the immediate termination of this agreement as a result of the default of the contract.

6.2 The marketing of Sponsor Sites is strictly prohibited if done through the transmission of unsolicited bulk email. Company must have a prior business relationship with the e-mail recipient, including but not limited to having obtained their e-mail address through a verifiable opt-in procedure.

6.3 Company will have strictly forbidden the transmission of e-mail to e-mail recipients under the legal age, according to the local applicable law and/or to countries where the promotion of the content of the Sponsor Sites is illegal.

6.4 Company will maintain electronic records of the manner in which it obtain e-mail addresses for use in mailings in case of complaints.

6.5 Company will have strictly forbidden the transmission of e-mail that makes use of or contains invalid or forged headers, invalid or non-existent domain names or other means of deceptive addressing ("counterfeit e-mail").

6.6 Company will have strictly forbidden the transmission of e-mail that is relayed from any third party's mail servers without the permission of that third party, or which employs similar techniques to hide or obscure the source of the e-mail.

6.7 Company will have strictly forbidden the harvesting or collection of screen names from any ISP service for the purpose of sending unsolicited e-mail.

6.8 The transmission of unsolicited bulk e-mail, including the transmission of counterfeit e-mail, may result in civil and criminal penalties against the sender under applicable federal and/or state law.

7 - License

Coldfair grants Company a non-exclusive and limited license to utilize Coldfair or Private Group' s names, titles and logos, trademarks, trade names and other similar identifying material to advertise, market, promote and publicize in any manner the Sponsor Sites solely for the purposes described herein and during the Term.

8 - Intellectual Property

Company will not register any website or trademark which includes the word PRIVATE, or any of the other trademarks of the Private Group. This Section will survive the termination or expiration of this Agreement.

9 - Coldfair Representations and Warranties

9.1 Coldfair warrants and represents that it is the sole owner of all intellectual property rights and Trademarks with respect to the Sponsor Sites and that its content and advertising material will not violate or infringe upon a patent, copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any person, nor will the same constitute a libel or defamation of any person or entity.

9.2 Coldfair warrants and represents that the content of the Sponsor site complies with 18 USC 2257 of the United States of America.

10 - Company Representations and Warranties.

10.1 Company warrants that it has provided accurate and complete signup information.

10.2 Company warrants that during the term of this agreement its web site is not and will not contain directly or through other links the following forbidden contents: violence, bestiality, any kind of discrimination (religion, national, racial, sexual...), illegal activities and/or contents that jeopardize intellectual properties and rights.

10.3 Company will be solely responsible for the development, operation and maintenance of its site and for all materials that appear on its site.

10.4 Company is not a Coldfair agent.

10.5. Company shall be solely responsible for ensuring that materials posted on its site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on the site are not libelous or otherwise illegal

10.6. Company warrants that traffic will not come or will not be obtained from illegal sources.

11 - Indemnification.

Either party hereby agree to indemnify, defend and hold harmless the other party, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys fees and costs) of any nature whatsoever incurred or suffered by the other party (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that the use of the Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made herein; or (iii) or any claim related to the web site.

12 - Disclaimer of Warranties; Limitation of Liability.

12.1 Coldfair will use commercially reasonable efforts to maintain operability and functioning of the Sponsor Sites; however, Coldfair does not warrant that the Sponsor Sites will function without interruption or that they will be error free. Company's sole remedy and Coldfair's sole liability in the event of any failure of or problem with the operability and functioning of the Sites shall be Coldfair's taking of reasonably prompt action to correct such failure, problem or error or Company's election to terminate this Agreement.

12.2 Except as otherwise expressly provided in this Agreement, Coldfair disclaims all warranties, express, implied or statutory, including without limitation, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. In the event that, as a matter of law, Coldfair may not disclaim any such warranty, the scope and duration of such warranty shall be the minimum permitted under applicable law.

12.3 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (I) ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT; OR, (II) FOR DAMAGES EXCEEDING THE TOTAL AMOUNT OF TOTAL COMMISSION PAID OR PAYABLE TO THE OTHER PARTY HEREUNDER. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING LIMITATION REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

12.4 Company doesn't have any responsibility regarding the end-user.

12.5 Coldfair is not liable for any indirect, special or any other damage done to Company for which could be prove that is a result of participation in the Affiliate Program.

12.6 Coldfair is not liable for any damage that is connected with unpaid commission if it is a result of unprofessional use of affiliate URL or erasing cookies.

12.7 Coldfair is not liable for any damage done by a mistake in server's work.

13 - Confidentiality.

13.1 During the Term of this Agreement and thereafter, each party will use and reproduce the other party's Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other party's Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. "Confidential Information" refers to (i) each party's trade secrets, business plans, strategies, methods and/or practices, (ii) any other information relating to either party or its business that is not generally known to the public and (iii) the terms and conditions of this Agreement.

13.2 Specifically, the amount of the fees paid by Coldfair is confidential and will not be shared with third parties.

14 - Exclusivity.

Neither party will grant the other party any kind of exclusivity.

15 - Changes in the Terms of this Agreement

Coldfair is keeping the specific and unconditional right to change any regulation of this agreement in accordance with its needs and without any previous written or oral notice. New terms of this contract are taking effect when they are published on the Internet web site www.privatecash.com, therefore Company must regularly look over Coldfair site. Coldfair can send a written notice about changes, but this agreement doesn't commit it to do that. If the Company doesn't agree with some changes, it can terminate the agreement immediately, according to the terms of this agreement. If the Company doesn't send written notice about the termination of the agreement, within fifteen (15) days after changes has published, it will be consider that Company has agree with all changes made.

16 - Relationship of Parties.

Coldfair and Company are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.

17 - Choice of Law.

This Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, will be governed by, and all questions with respect thereto will be determined by, the laws of Spain.

18 - Entire Agreement.

This Agreement constitutes the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements between the parties concerning the subject matter.

19 - Survival.

Termination of this Agreement shall not impair any rights of Coldfair relating to any terms set forth herein regarding confidentiality, trademark ownership and others which by their nature extend beyond its termination, which shall continue beyond such termination.

20 - Notices.

All notice required to be given under this Agreement must be given in writing and delivered either in hand, by certified mail, return receipt requested, postage pre-paid, or by Federal Express or other recognized overnight delivery service, all delivery charges pre-paid, and addressed:

If to Coldfair Holdings Ltd.:

 

If to Company:

c/o Milcap Media Group

 

_________________

Attn. Legal Department

 

Attn. ____________

Carretera de Rubí, 22

 

_________________

08190 Sant Cugat del Vallés

 

_________________

Spain

 

_________________

Tel. + 34 93 590 70 70

 

Tel. _____________

Fax + 34 93 675 17 01

 

Fax _____________

Email: info@privatecash.com

 

Email ___________

21 - Severability.

Each provision of this Agreement will be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

22 - Force Major.

Neither party will be responsible for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods or accidents.

23 - Waiver.

The failure of either party to insist upon strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver that party's right to assert or rely upon any such provision or right in that or any other instance.

24 - Headings.

The headings to the Sections and Subsections of this Agreement are merely for convenience and do not affect the meaning of the Agreement.

25 - Assignment.

Company shall not have the right to assign this Agreement.

26 - Signature.

This agreement will be executed and delivered via facsimile or through email written confirmation.

IN WITNESS WHEREOF, the parties have caused their authorized representatives to execute this Agreement:

COLDFAIR HOLDINGS LTD.

 

_____________________________

By: __________________________

 

By: __________________________

Name: ________________________

 

Name: ________________________

Title: _________________________

 

Title: _________________________

EXHIBIT A

FINANCIAL COMPENSATION

1. WWW.PRIVATE.COM

1.1. SUBSCRIPTIONS

1.1.1. Commission fee

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

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

1.1.2.c Coldfair will pay Company the following commission fees:

50% of Revenue for Revenues less to 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 DIALERS

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

1.2.2 Coldfair will pay Company the following commission fees:

50% of Revenue for Revenues less to 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.

1.2.3. If according to Section 1.1.1. of this Exhibit A Company is to be paid a commission fee, then Company will receive from Coldfair for the addition of Revenues under Sections 1.1.1 and 1.1.1.b, the amounts established under Section 1.1.2.c above.

1.3 MEMBERSITE UPSELLS

Coldfair will pay Company the following commission fees from the amount paid to Coldfair by the customers directed from 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 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.

2. WWW.PRIVATESHOP.COM

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

35% of any DVD, Magazine, DivX download sale made in www.private.com/shop

3. WWW.PRIVATESPEED.COM

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

35% of any ticket sales

4. WWW.PRIVATECLIPS.COM

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

35% of any ticket sales