NAUGHTY AMERICA TERMS AND CONDITIONS

This Agreement contains the complete terms and conditions that apply to your participation as a member of the Naughty America Affiliate Program (the "Program") operated by La Touraine, Inc. (hereinafter, "Company," "we" or "us).

As used in this Agreement, "you" or "your" means the applicant/participating affiliate.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HERE OF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF. Enrollment in this Program.

To begin the enrollment process, you will submit a completed Program Application through our website http://www.naughtyamerica.com. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We will reject your application if we determine that you have provided inaccurate or incomplete signup information, determine that you are under 18 years of age (21 in some jurisdictions) or determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, "Content Restrictions"). Again, you must be at least eighteen (18) years of age (or older if legal age of majority is more than 18) to participate in this Program. Posting of Statistics on Various Webmaster Boards.

Upon agreeing to these terms and conditions, you hereby grant naughtyamerica staff the right to post your username and daily join totals on various webmaster boards for the purpose of contest statistics. If you do not wish to have your username and/or stats displayed, please notify ace@naughtyamerica.com. We will use only username and stats for statistics displays. To enroll in any contest, give-away, or bonus plan, you must agree to these terms. Utilizing Links on Your Site.

Affiliate License Granted:

As an affiliate website of COMPANY ("Affiliate Site"), you are granted a revocable, non-exclusive, non-transferable license to access and download promotional banners, videos, photographs, other promotional materials, and/or promotional materials created by you, provided that such materials are approved by Program in writing ("Promotional Items"), for use on site(s) owned by you ("Referral Sites") in order to refer traffic to websites owned, controlled and/or operated by us (the "Sites" or "Site Names"). Promotional Items are licensed to you for the limited purposes of advertising, marketing and promoting Member Sites. Any and all licenses granted to you pursuant to this agreement shall immediately cease and revert to Program upon the termination or cancellation of this agreement. you may use any form of promotion you choose, consistent with the terms of this Agreement however, you cannot employ deceptive language or misleading URL's in the Links, and you CANNOT MARKET BY SENDING UNSOLICITED COMMERCIAL E-MAILS!!! (As used herein, UCE, or "Spam" refers to the transmission of unsolicited commercial e-mails, i.e., not derived from a verifiable opt-in program or sent absent a prior business relationship with the recipient). Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited commercial e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. (For further guidelines on this topic, please see Section 5, below.)

As an affiliate website of COMPANY, you may use the softcore content provided and any promotional materials provided for you hosted or not hosted by said COMPANY in any form of promotion you choose, consistent with the terms of this Agreement. However, content of a sexually explicit nature cannot be used for promotion or any other means unless you are granted access by said COMPANY after signing a contract stating that you will make reasonable attempts to download and keep 18 USC Section 2257 ("2257") records provided by said COMPANY. It is also required that you provide a hyperlink on your root domain that is solely stated as and links solely to a 2257 Documentation statement page, where you as an affiliate state that all models under your website domain are 18 years of age or older. With the provisions above satisfied you are able to proceed with promotions of sexually explicit material by the COMPANY, consistent with the terms in this agreement.

License Restrictions.

Allowable promotional links may contain COMPANY's trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by COMPANY. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.Although you are hereby granted a revocable, non-exclusive, non-transferable license to use the Site Names in connection with referring traffic to the Sites, you are not, as a part of this non-exclusive, revocable license, permitted to bid on, purchase or otherwise register/use the Site Names or use the words "Official", "Officially", "Official Site" or similar language in connection with the Site Names as keywords (sometimes referred to as "AdWords") on Internet search engines, such as google.com, ask.com, yahoo.com, msn.com, etc.; use the Site Names in association with any similar or competing website or service; or register any domain name which incorporates or is a "misspelling" or "typo" of any of the Site Names. You agree that in the event you violate any part of this section of this Agreement, you will be immediately terminated from the Program, any monies earned but not yet paid will be forfeited, and that you will cooperate fully in transferring any items forbidden by this section to Program as the rightful owner. The license granted to you hereunder permits you to post portions of videos, hosted on Programs servers, which have been provided to you by Program for promotional purposes. You are not permitted to use any portions of trade-marked site videos which have not been provided to you by Program that are not hosted on Programs servers. Posting by you, pursuant to this license, must be done in compliance with the applicable Terms of Use for the service/website on which such clips are posted.

Commission:
The Program currently pays on an initial and recurring rev-share basis. Terms are as follows:

60/40: We will pay you a commission equal to 60% (sixty percent) of the initial sign up minus applicable processing fees or other fees associated with the transaction. 100% of the sale minus processing fees is given to the COMPANY, 13.5% is currently removed by processing company and is subject to change on any day without prior notice by the COMPANY. Of the remaining 86.5% from the sale you will be paid 60% of the 86.5% from the Company, totaling 51.9% for every trial, initial and or re-bill for the life of the membership. COMPANY retains 34.6% of the sale. This is the standard payout, and will be paid for all account creating, in a pay period, an average of $50 in commissions is required before submission to be paid on account.

The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following such notice or sooner. Note that a commission will only be paid if the visitor to our site can be tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor's payment to our site cannot be tracked directly to your site by our system or if the customer does not make full payment for services to us. No commission will be paid for signups by you or anyone within your organization. Commission Payment.

Commissions due and owing to you under the Program will be paid to you directly by the COMPANY. Affiliate Checks are mailed every week on Monday, accounts have a 2 week review period after having met the sufficient minimum monetary payout limit, prior to being paid out by the COMPANY. The billing period starts on Sunday, ends on Saturday, and is paid 14 days later. The minimum check amount per period is $50.00 and is subject to change by the COMPANY. Payments due and owing to you for a pay period of less than $50.00 will be rolled over into subsequent payment periods until at least $50.00 is reached, at which time you will receive payment. Payments will be in the form of a check in US dollars or whatever form of payment hereby granted on account payable to you, as identified in your application, and will be mailed to the street address indicated in your application. Processors Payment.

Payment is made to the COMPANY from the processor and is disbursed at the COMPANY's sole discretion as set forth above. You are hereby notified that the COMPANY currently accepts processing from our main processor Epoch Systems/Paycom, and secondary processors, CCbill, NYT, and Local Billing. You as an affiliate of the COMPANY are paid by the revenue accepted by our primary main processor according to the standard commissions set above, which is subject to change at the discretion of the COMPANY.

**Due to the minimal amount of sales in relation to charge backs from secondary processors, commissions are currently not deducted and paid out to you from payment accepted by the COMPANY from secondary processors; however this policy is subject to change at the COMPANY's discretion. Responsibility for Your Site.

Your Website:

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. You are not COMPANY's agent, and we shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 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 your site are not libelous or otherwise illegal. You are also required to adhere to the above requirements using our sexually explicit material set forth above. You must have express permission to use another party's copyrighted or other proprietary material.We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:

• Unsolicited commercial e-mail (see Section 5, above), IRC postings, forged header mailings or any other form of mailing, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-UBE policies of ISPs or state law;
• Provide inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;
• Attempt to cheat, defraud or mislead us in any way;
• Misrepresent to the public the terms and conditions or content of our sites or your sites;
• Promote passwords, MP3, or Warez;
• Own or operate a website in connection with a person who is under 18 years of age.

Subject to the limitations in the paragraph above and pursuant to the license granted to you herein, Program will permit you to use any and all Site Names that you may choose in connection with promoting the Sites so long as such website domain name(s) registered by you does not infringe on Program's, Program's affiliated entities' or any third party's intellectual property rights, defame, insult or otherwise harass anyone, and does not promote or suggest any illegal activity. Again, you understand and agree that the limited, revocable license granted herein is limited by the conditions set forth above including, without limitation, the limitation that you are not permitted to register or use any domain names that are substantially similar to the Site Names or any website names belonging to any of our affiliated entities.

You agree to register with Program all domain names you use, own, create, manage and/or control in connection with this Agreement. Program will not compensate you for any referrals to the Sites, for which you would otherwise be due a payment for under this Agreement, if the referring site is not registered with Program. Should Program compensate you for any referral(s) from a site or sites not registered with the Program, you hereby acknowledge and agree that such payment is in error and that you are not in any way entitled to further payments for referrals from such site(s). You further acknowledge and agree to inform Program of any such payment error and that such erroneous payments may stop at any time with no liability to you by Program.

Representations to Program

You hereby represent and warrant that you will put safeguards in place, including, but not limited to an "age verification" page, so that no persons who have not yet attained the Age of Majority may view any and all Promotional Items which may contain explicit images. You further represent and warrant that you will not "deep link" so that a person referred to the Sites does not first have to confirm that he/she is at least the Age of Majority.

You further warrant that you have all legal rights, free from any and all encumbrances and third party claims, to all images, text, script(s), applications, logos and functional elements appearing on all Referral Sites.

You represent and warrant that you will only advertise on services and providers which permit such advertisement and that you will not advertise our Sites on any website or service which promotes any activity or which may be covered under the section of this Agreement entitled "Termination". You understand and agree that if you advertise for any service or provider which does not permit such advertising, including, without limitation, Myspace and Craigslist, you may be terminated if you do not immediately remove such advertisement after being notified that such advertisement is not permitted.

Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.

You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the affiliate Trademarks), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Procedure Relating to Alleged or Actual Third Party Rights Infringement by a Participating Webmaster.

Upon COMPANY's receipt of a proper notice of alleged copyright, trademark, service mark or publicity rights violation by Your participating website. The COMPANY will notify You and ask that You provide written documentation of your right to use the allegedly infringing material in your website. That documentation must be: (a) a license of the rights; (b) consent from the rights holder or their agent; or (c) a written statement from You or Your attorney (in either email or fax form) explaining Your claim to have a lawful right, or a legal defense, to display the allegedly infringing material.

If You do provide COMPANY with appropriate rights documentation (a, b or c, above), COMPANY will forward that documentation to the rights holder or their agent, as appropriate. Should the rights. holder/agent not be satisfied, COMPANY will provide the rights holder/agent with Your contact information in order that they may contact You and pursue any remaining dispute with You directly.

If you fail to provide the COMPANY an appropriate written response (a, b or c, above), You will have ten (10) days from the date of COMPANY's original notification to You to remove the complained of content. Should you fail to remove said content within ten days, the referring URL containing the complained of content will be blocked and any funds otherwise due and payable to You relating to the referring URL will be forfeited, UNTIL SUCH TIME AS YOU PROVIDE AN APPROPRIATE WRITTEN RESPONSE. You will also be placed in an infringer database, and should repeated complaints be made against you for rights violations, COMPANY has the right to permanently terminate You from the Naughty America program.

4.) Term of the Agreements.

The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Modification.

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change. Relationship of Parties.

Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and the COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement. Limitation of Liability.

We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement. Disclaimers.

We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Representations and Warranties.

You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide COMPANY with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith. Confidentiality.

We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to COMPANY, customer and vendor lists relating to COMPANY and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. Should you received a court notice, complaint or subpoena requesting or seeking to compel disclosure of Confidential Information, you shall immediately inform COMPANY and COMPANY shall have the right, and be given the opportunity, to obtain a protective order to prevent disclosure of such Confidential Information. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information. Indemnification.

You hereby agree to indemnify, defend and hold harmless COMPANY, 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 us (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 our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site. Miscellaneous.

Terminated accounts cannot later apply to the Program without our express written consent. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Any dispute or claim arising under or with respect to this Agreement which is incapable of resolution will be resolved by arbitration before one (1) arbitrator in Los Angeles, California in accordance with the Rules for Commercial Arbitration of the American Arbitration Association ["AAA"]. The appointing agency shall be the AAA and the arbitrator shall apply California law to both interpret this Agreement and fashion an award.

Each party shall have the right to take no more than two (2) depositions of potential witnesses, and each shall have the right to serve no more than two (2) sets of interrogatories, none of which shall include more than twenty (20) Interrogatories. Additional discovery shall be in the discretion of the arbitrator. All discovery shall be completed within three (3) months after the selection of the arbitrator, unless this period of time is extended by the arbitrator for good cause.

The decision or award of the arbitrator shall be final and binding upon the parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction.

NOTICE: YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INVOLVING THIS AGREEMENT TO BE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. IN SO AGREEING YOU ARE ALSO GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. NEVERTHELESS YOUR AGREEMENT TO THIS ARBITRATION IS VOLUNTARY.

Should either of us institute any legal action or administrative proceeding regarding any dispute or matter (other than enforcement of any arbitration award or relief) covered by this Agreement by any method other than arbitration, the responding party shall be entitled to recover from the other party all costs, expenses and attorneys' fees incurred as a result of such action. The prevailing party shall be entitled to recover from the other party all costs, expenses and attorneys' fees incurred in any legal action or administrative proceeding to enforce any arbitration award or relief.