PARTNER TERMS & CONDITIONS and SERVICE AGREEMENT

The PECASH Affiliate Program offers an opportunity for operators of adult-oriented Internet web sites ("Hosts" or "Affiliates") to direct traffic to PECASH Affiliate 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 PECASH Affiliate Program Sites via an Internet hypertext transfer link. PECASH 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 PECASH Affiliate 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 PECASH'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 PECASH Affiliate Program Affiliate 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 PECASH Webmaster-Affiliate Support.

Currently, the PECASH Affiliate 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, Israel, Japan, 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 PECASH Affiliate 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. PECASH's Affiliate 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 Affiliate to keep all account information with PECASH's Affiliate 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 PEcash programs. The Affiliate 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 Affiliate 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 PECASH grants to the person or entity, who is the owner/operator of an Internet Site (hereinafter "Site Operator" or "Affiliate") the non-exclusive right to direct (refer) users or visitors to their web Site to PECASH Affiliate Site(s).

3.2 PECASH grants to the Affiliate 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 PECASH and the PECASH Affiliate Program for the sole purpose of marketing, advertising and promoting the PECASH Affiliate Program Site(s). The Affiliate may not alter or modify the link, banner, or graphic, or any other marks, in any way, without the prior written permission of PECASH. The Affiliate may not 'hot-link' to images, banners or graphics on the PEcash servers under any circumstances. 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 Affiliate continuously observes the PECASH Affiliate Program's rule regarding Policing Prohibited Access.

4. Host Commission:

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

Plan B. During a pay period month, you will receive 35% of all sales, before order shipping and tax additions, on all orders which are referred through your account.

You will receive an additional 2.5% of all referral commissions earned by every First Tier (First Level) webmaster that you refer to the PECASH Affiliate Program through your site. Each additionals Tier pays 1/2 of the previous Tier. Therefor, your Second Tier pays you 1.25%, your Third Tier pays you .75% and so on.

Payments will be made on a monthly basis, as long as your account has accumulated the minimum payout of $10.00. 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 PECASH and its owners, employees and assigns against any loss, damage, liability (including reasonable legal fees) which result from the use of any PECASH materials not expressly authorized by this Agreement.

5.2 You, as Host, will not place any PECASH Affiliate Program advertisement on any type of "password giveaway" "mp3" or "warez" Sites. If any PECASH Affiliate Program advertisement is found on such a Site, the Affiliate'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 PECASH Affiliate Program's rule regarding Policing Prohibited Access.

6. Disclaimer and Limitation of Liability:

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

PECASH shall not be held liable to the Affiliate or any other person or entity, including users of PECASH'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 PECASH's products, services or content.

7. Term and Termination of Agreement:

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

7.2 The term of this Agreement shall be indefinite. PECASH 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 PECASH's marks and remove PECASH'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 Affiliate shall not be entitled to receive commissions for referrals delivered after the date of termination. Nor shall the Affiliate receive any payment if their account was terminated for illegal content, spamming, deception, fraud, falsification of sign-ups or failure to observe PECASH'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 PECASH 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 PECASH.

REVISED 12/22/00