LICENSE AGREEMENT

This License Agreement (this "agreement") is made effective as of ________________________ between Exclusive Content Inc., 3958 Red Cedar Drive, Colorado Springs, CO 80906 a Colorado company and
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(Licensee)
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(Address)

In the agreement, the party who is granting the right to use the licensed property will be referred to as ("Licensor"), the party who is receiving the right to use the licensed property will be referred to as ("Licensee"). The parties agree as follows:

The following title names shall be referred to as ("Content") in this agreement, and is all of the content covered with this agreement. The Licensor agrees to license the following Titles to the Licensee.
1.___________________________
2.___________________________
3.___________________________
4.___________________________
5.___________________________

[1] Grant of License.
Licensor owns and distributes the content named above. In accordance with this agreement, Licensor grants Licensee a non-exclusive website license to distribute images on their website(s). Licensor retains title and ownership of the content. Licensee agrees not to sell or distribute the images via any physical method (such as diskette, CD-ROM, paper printing, or any other technology not specifically named in this document) without additional permission and payment of fees. Licensee may not alter the images to make them appear to be copyrighted property of anyone other than Licensor. Small URL's may be added to the images for the purposes of promotion. Editing of the images to make them suitable for sample images is acceptable.
Creation of "thumbnail" images and pages are allowable. Cropping the images is allowable. Changing the file and compression technique used is allowable. You may rename files. Editing the files to make them more suitable for your usage is allowed. Licensee is NOT licensed to rent, lease, transfer, network, reprise display, or distribute the Content materials, except as specially provided above. Licensee acknowledges that unauthorized reconvention of copies of the licensed material may constitute a serious crime, and that such actions may also result in a suit for damage, injunctive relief, and attorney fees, pursuant to this agreement and to other rights that the licensor may have. It is understood, not withstanding any other provisions of this agreement, Licensor has the unequivocal right to obtain timely injunctive relief to protect the proprietary rights of Licensor.

[2] Payment of Royalty
Licensee will pay to Broker a one-time lifetime fee specified on the purchase invoice. This license allows Licensee to use the Content on two (2) domains and up to five (5) sites per domain. License covers the domain(s) listed below that are owned and operated by Licensee. Licensee may contract for more domains or sites by paying additional fees.

[3] Revocation of License
Licensor may revoke Licensee's license in the event that violates one or more of the provisions of this license, requests a refund of the license fee from Broker, or if the license payment is deemed not valid. If Licensee declares bankruptcy, the license is automatically revoked. Involuntary revocation of the license does not grant Licensee any refund of payment made.

[4] Modifications
Any modifications not specially listed in this document are not granted without express written permission of Licensor.

[5] Transfer of Rights
This agreement shall be binding on any successors of the parties. Licensee does not have the right to assign it's interests in this agreement to any other party, unless the prior written consent of Licensor is obtained and an administration fee of fifty dollars ($50.00) is paid.

[6] Entire Agreement
This agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This agreement supersedes any prior written or oral agreements between the parties. This agreement requires that Licensee return two (2) copies of the signature page to Licensor in order for this agreement to be binding.

[7] Amendment
This agreement may be modified or amended by Licensor and the amendment will be sent in writing to you.

[8] Severability
If any provision of this agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited

[9] Wavier of Contractual Right
The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

[10] Applicable Law
The laws of the State of Colorado, USA, shall govern this agreement. Licensee holds Exclusive Content Inc. harmless for any legal issues relating to the distribution of the material as it relates to the community standards and adult entertainment laws as set forth in the city/county, state or country of licensee and their websites. Exclusive Content Inc. does not warrant this material to be acceptable in your community, and Licensee has assumed full responsibility for determining what images are suitable for distribution. Exclusive Content Inc. warrants the images are fully copyrighted, and this license warrants these images free of intellectual property violations only. These images are in compliance with the 18 U.S.C.2257 US federal law.

Licensor: Exclusive Content Inc.

By:
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Argy S. Wargo, President


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Date

Licensee:___________________________________


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Webmaster/Owner Signature (By signing I here by certify that I am of legal age to obtain adult oriented material)


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Date

Licensee URL addresses:
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