CARPE DIEM BELGIUM is an Internet multimedia server centre providing online services for adults which has developed an original partnership concept with website operators (Partners) intended to promote its activities. CARPE DIEM BELGIUM is registered in the Registry of Commerce of Brussels under registration number 0873801536, having its headquarters in Brussels, rue Jourdan, 41 - 1060, Belgium.

THE PARTNER publishes an Internet site which handles traffic intended for adults and wishing to promote the CARPE DIEM BELGIQUE sites on its own site by means of links and advertising banners.

THIS BEING STATED, THE PARTIES HAVE AGREED ON THE FOLLOWING :

ARTICLE 1 - OBJECT :

The object of this contract is to breakdown and specify the conditions of the Partner's commitment to CARPE DIEM BELGIQUE to promote the CARPE DIEM BELGIQUE sites on its own site, using links, advertising banners or promotional sites.

ARTICLE 2 - OBLIGATIONS OF CARPE DIEM BELGIQUE :

CARPE DIEM BELGIQUE undertakes to remunerate the Partner at the rates indicated in Article 6, as well as all applicable taxes;

2.2. CARPE DIEM BELGIQUE undertakes to provide the Partner access to the connection hours generated by its sites and various sales in the form of on-line statistics.

2.3. In addition to the services provided in this Article, the Parties may conclude agreements stipulating additional services. In the event that such agreements were concluded, the additional services they stipulate will be governed by this contract and its possible appendices.

ARTICLE 3 - PARTNER'S OBLIGATIONS :

3.1. The partnership agreement can be signed only by an adult partner. Consequently, the partner certifies that he is of age and that his electronic signature is valid.

3.2. The PARTNER alone is responsible for the contents of the Web site and for the damages which may result from the use or display thereof;

3.3. THE PARTNER denies himself any type of spam (email, newsgroups)in order to generate the turnover.

3.4. The PARTNER undertakes to handle, under his sole responsibility, the creation, development, contents, updating and any modifications concerning the Partner's site.

3.5. The PARTNER undertakes to respect the Net Etiquette when promoting CARPE DIEM BELGIQUE's services. Any failure to meet this commitment will incur the immediate termination of this contract, without damages.

3.6. The PARTNER undertakes not to mislead the end user concerning the price of the communication and not to modify the connection kit provided by CARPE DIEM BELGIQUE. Any failure to meet this commitment will incur the immediate termination of this contract.

3.7. The PARTNER undertakes to promote CARPE DIEM BELGIQUE's services on sites whose content is according to the Belgian law.

ARTICLE 4 - REMUNERATION :

4.1. CARPE DIEM BELGIQUE wil transfer the PARTNER a percentage of the turnover generated by the latter depending on the table that is present on the online statistics area made available by the company. (This table may be changed at any moment without prior notification on the part of CARPE DIEM BELGIQUE).

4.2. CARPE DIEM BELGIQUE undertakes to provide the PARTNER access to the connection hours and various sales in the form of on-line statistics.

4.3. The PARTNER is entitled to performance premiums amounting to a 10% commission on all kit sales, ex. tax, generated by the new Partners hired by the PARTNER if he respects each and all of the conditions linked with the granting of said premiums. In such a case, these performance premiums are considered as an integral part of the price of the services.

4.4. If the percentage of any tax which applies is modified, or if a new tax is added during the performance of the contract, the entire amount of such new percentages or tax applies and the total price will be adjusted accordingly.

4.5. Payment terms & conditions. The payment of the portion owed to the PARTNER will be made by check or transfer 30 days following the end of the month.

4.6. The Partner has the right to ask his commissions generated during the last 24 months. In the event that this delay is exceeded he will not have any longer the property right and the commission will be automatically lost.

ARTICLE 5 - THE CONTENT OF THE PARTNER'S SITE :

The PARTNER declares and guarantees that the material, services and any other contents accessible on the Partner's site are not offered in violation of the intellectual property rights of any third party whomsoever. The PARTNER declares and guarantees, furthermore, that the material, services and any other contents are not, and cannot be considered as contrary to any legal, regulatory provision or any other directive issued by a public authority, and could not be considered as shocking for a public not accustomed to content of an adult nature.

5.2. CARPE DIEM BELGIQUE may validly suspend, without further notice, and/or terminate this contract immediately, if the material, services or any other contents accessible on the Partner's site did not meet the conditions of this clause. Furthermore, CARPE DIEM BELGIQUE is entitled to terminate this contract, without notice, if the initial object of the contents of the Partner's site is modified substantially, without its approval.

ARTICLE 6 - SECURITY AND CONFIDENTIALITY :

6.1. The PARTNER is responsible for any loss or unauthorized access to the Partner's data available on its own system.

6.2. The PARTNER is responsible for keeping all documents and instruments communicated by CARPE DIEM BELGIQUE, in accordance with this contract, and beyond the reach of unauthorized persons.

ARTICLE 7 - RELATIONSHIPS BETWEEN PARTIES :

As the parties are independent contractors, this agreement is binding upon them only for the purposes mentioned herein. Consequently, the provisions of this contract cannot be interpreted as creating any association or company between the parties, or as entrusting any mandate whatsoever to one of them. Moreover, neither of the parties may bind the other in any manner whatsoever, otherwise than in compliance with the provisions of this agreement.

ARTICLE 8 - INTELLECTUAL PROPERTY RIGHTS :

All intellectual property rights and all technical solutions pertaining to the use of the graphic elements provided by CARPE DIEM BELGIQUE or any other right and solution offered by CARPE DIEM BELGIQUE in accordance with this agreement are the property of CARPE DIEM BELGIQUE and shall not be the object of any use not stipulated in the agreement.

ARTICLE 9 - DURATION OF THE CONTRACT :

9.1. The Contract is being concluded for an initial term of one year with effect from the day it is electronically signed. At the end of this initial term, it will be renewed by tacit agreement for one year unless a registered letter is sent at least two months prior to the expiry of the contract.

9.2. Any amendment in this agreement will be made in an additional clause appearing in an appendix.

ARTICLE 10 - EARLY TERMINATION OF THE CONTRACT :

10.1 In the event that one of the Parties fails to respect any of the obligations incumbent upon it hereunder, this agreement may be terminated forthwith at the request of the other party, fifteen days following formal notice by registered letter with return receipt which has remained without effect.

10.2. The end of this agreement does not cause either party to lose a right nor does it release it from an obligation, in particular with respect to the confidentiality, intellectual property, limitation of the guarantee and limitation of liability. The said rights & obligations continue to exist after the end of this agreement.

ARTICLE 11 - MISCELLANEOUS :

11.1. Force majeure. Neither of the parties will be considered as being in default hereunder, if the execution of its obligations is entirely or partially delayed or impeded due to force majeure. Force majeure is an outside, unforeseeable, irresistible event making the execution of an obligation absolutely impossible.

11.2. CARPE DIEM BELGIQUE reserves the right to grant, transfer or assign to a third party, under any form, the rights and obligations arising from the present contract.

11.3. For any litigation that may arise between the Parties concerning the drafting, execution or interpretation of this agreement only the Commercial Court of Bruxelles will have jurisdiction.