This Leased Galleries License Agreement is entered as of the (the "Effective Date"), by and between Celini Media Inc. (hereinafter referred to as "Licensor"), and the following named "Licensee," having the following described mailing address, telephone and facsimile numbers and e-mail address outlined, and be the licensed and registered owner and operator of the following named website(s) / domain(s) ("Licensee's Websites") outlined.

WHEREAS, Licensor is the copyright owner of all articles, photographs, videos and other images (collectively, the "Content") which are included and/or located in various galleries (the "Galleries") owned by Licensor; and

WHEREAS, Licensor is desirous of licensing to Licensee the use of the Content included and/or located in the Galleries, and Licensee is desirous of obtaining such a license from Licensor, solely for the uses and purposes, and upon the terms and conditions, set forth herein below;

NOW THEREFORE, in consideration of the covenants and mutual promises contained herein, and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is agreed that:

1.  Rights Granted. 

Licensor hereby specifically grants to Licensee the following particular nonexclusive, non-transferable right(s) (collectively, the "License"):  The right to display, offer and/or distribute any and all Content included and/or located in the Galleries from time to time, from inside a proprietary, password protected, "Member's Only" area located on any of Licensee's Websites set forth hereinabove, to members of any or all of said Licensee's Websites; provided that all individual image files comprising such Content shall only be transferred from Licensor's server(s) and accessed only from the web pages of Licensor's registered and licensed website(s) by way of a dedicated virtual server which is specially formatted for html hyperlinks which include the registered domain names of Licensee's Websites set forth hereinabove; and provided further that such Content may only be accessed via Licensee's Websites by properly registered members of said Licensee's Websites.

2.  Rights Not Granted. 

The License granted by Licensor to Licensee pursuant to Paragraph 1 hereinabove is specifically limited in scope to the express rights set forth under said Paragraph 1, and no other rights or licenses are granted or afforded by Licensor to Licensee under this Agreement.  In particular, Licensee is expressly prohibited from:

a. selling, licensing or otherwise distributing any or all of the Content via diskettes, CD-ROM, paper printing or any other medium, physical method or other technology not specifically named in this Agreement whatsoever;

b. trading any of the Content for links on any other websites or for any other service or product whatsoever, except as otherwise provided herein;

c. altering the images or video of any of the Content to make them appear to be copyrighted property of anyone other than Licensor;

d. renting, leasing, transferring, networking, reproducing, displaying or otherwise distributing any of the Content, except as otherwise provided herein;

e. using any of the Content in HTML design, site design, logo design and/or banner design;

f. reformatting, altering or otherwise changing, in any manner whatsoever, any or all of the Content (except that Licensee may resize or rename any or all of the images comprising the Content, or create thumbnail images thereof, or edit certain of said images for the sole purpose of making them suitable as sample images when same may be posted in an area on any of Licensee's Websites where children may have an opportunity to view said images); and

g. using any of the Content in any manner except as expressly permitted by this Agreement

In addition, and notwithstanding anything contained herein to the contrary, none of the Content and/or images comprising same may be used by Licensee on websites containing other content which is illegal in the United States of America, or on websites that Licensor may deem from time to time, in Licensor's sole and absolute discretion, to be extremely offensive and/or degrading to Licensor's Content, including, without limitation, websites which are in any way dedicated to or which depict images of child pornography, bestiality, rape, murder (real or staged), necrophilia, defecation, vomiting or extreme sadomasochism-masochism.

Moreover, Licensee expressly acknowledges and understands that unauthorized reproduction of any or all of the Content may constitute a serious crime, and that such actions may also result in a suit for damage, injunctive relief and/or attorneys' fees pursuant to the rights afforded to Licensor under this Agreement and/or applicable law.

3.  Rights Retained. 

The Licensor hereby specifically retains the following particular rights in the Contents:

a. The right to use any or all of the Content itself, for any purpose whatsoever;

b. The right to reproduce, display, offer, sell, license and/or distribute any or all of the Content in any manner whatsoever;

c. The right to remove any or all of the Content from any or all of the Galleries from time to time;

d. The right to alter, modify or otherwise change any or all of the Content included and/or located in any or all of the Galleries from time to time;

e. The right to add new images to the Content included and/or located in any or all of the Galleries from time to time; and

f. All other rights of every kind and character whatsoever related to the Content and/or the Galleries which rights are not specifically granted to the Licensee on an exclusive basis under the terms of this Agreement.

4.  Monthly License Fee. 

In exchange for Licensor's grant of the License to Licensee under this Agreement, Licensee agrees to pay Licensor a monthly fee depending on Licensee usage (the "Monthly Payment Amount"), payable in advance pursuant to the terms hereinbelow.  The first Monthly Payment Amount (for the month commencing on the Effective Date of this Agreement) shall be due and payable by Licensee no later than seven (7) days from the Effective Date of this Agreement.  The second Monthly Payment Amount shall be due and payable by Licensee on the date which is thirty (30) days from the Effective Date of this Agreement, and each subsequent Monthly Payment Amount shall be due and payable by Licensee on the same day of each successive month thereafter.  Licensor may, but shall not be obligated to, send monthly invoices to Licensee via Licensee's E-Mail Address with respect to each Monthly Payment Amount.  If any Monthly Payment Amount is not received by Licensor on or before the date on which such Monthly Payment Amount is due under this Agreement, such event shall be deemed a breach of this Agreement by Licensee, and Licensor shall be entitled to exercise any or all remedies available to Licensor under this Agreement and/or applicable law, including, without limitation, revocation of the License granted to Licensee under this Agreement pursuant to the provisions of Paragraph 5 hereinbelow.  In addition, the License granted to Licensee under this Agreement shall be automatically and immediately suspended for the duration of any period during which any Monthly Payment Amount shall remain delinquent hereunder (hereinafter referred to as a "Suspension Period").  During any such Suspension Period, Licensee shall be denied access to the Content, and Licensee shall be prohibited from displaying, offering, distributing and/or otherwise using any and all of said Content for any purpose whatsoever.  Upon termination of any such Suspension Period (following full payment of any and all delinquent Monthly Payment Amounts), the License granted to Licensee under this Agreement shall be automatically and immediately reinstated, unless said License has otherwise been revoked pursuant to the terms of this Agreement.  Each Monthly Payment Amount shall be remitted by Licensee to Licensor, at Licensor's mailing address as set forth in this Agreement, via money order or check (or, if made available by Licensor on Licensor's registered and licensed website(s), via credit card charge).

5.  Revocation of License by Licensor With Cause.

Licensor may revoke the License granted to Licensee under this Agreement immediately upon notice to Licensee of Licensee's breach or violation of any one or more of the terms, provisions, conditions, obligations or requirements of this Agreement.  In addition, upon the occurrence of any one of the following events, the License granted to Licensee under this Agreement shall be deemed automatically revoked as of the date of such occurrence (regardless of whether notice of such revocation shall be given by Licensor to Licensee):  Licensee shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, wage earner's plan, assignment for the benefit of creditors, receivership, dissolution or similar relief under any present or future Federal Bankruptcy Act or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Licensee or all or any part of the properties of Licensee.  Upon revocation of the License granted to Licensee under this Agreement pursuant to the provisions of this Paragraph 5, Licensee's access to the Content shall immediately cease, and Licensee shall immediately cease displaying, offering, distributing and otherwise using any and all of said Content for any purpose whatsoever.  In the event that the License granted to Licensee under this Agreement shall be revoked pursuant to the provisions of this Paragraph 5, such revocation shall not entitle Licensee to a refund or partial refund of any payment made to Licensor under this Agreement.

6.  Revocation of License by Licensor Without Cause. 

In addition to the provisions of Paragraph 5 hereinabove, Licensor may revoke the License granted to Licensee under this Agreement immediately, and at any time, for any reason whatsoever, upon notice to Licensee of such revocation.  Upon revocation of the License granted to Licensee under this Agreement pursuant to the provisions of this Paragraph 6, Licensee's access to the Content shall immediately cease, and Licensee shall immediately cease displaying, offering, distributing and otherwise using any and all of said Content for any purpose whatsoever.  In the event that the License granted to Licensee under this Agreement shall be revoked pursuant to the provisions of this Paragraph 6, such revocation shall not entitle Licensee to a refund or partial refund of any payment made to Licensor under this Agreement, except for any Monthly Payment Amount which has been prepaid prior to the due date thereof (but only if such due date has not yet arrived as of the date of Licensor's revocation of the License pursuant to the provisions of this Paragraph 6).

7.  Revocation of License by Licensee. 

Licensee may terminate the License granted to Licensee under this Agreement immediately, and at any time, for any reason whatsoever, upon notice to Licensor of such revocation.  Upon termination of the License granted to Licensee under this Agreement pursuant to the provisions of this Paragraph 7, Licensee's access to the Content shall immediately cease, and Licensee shall immediately cease displaying, offering, distributing and otherwise using any and all of said Content for any purpose whatsoever.  In the event that the License granted to Licensee under this Agreement shall be terminated pursuant to the provisions of this Paragraph 7, such revocation shall not entitle Licensee to a refund or partial refund of any payment made to Licensor under this Agreement.

8.  Copyrights.
 Licensee hereby agrees to not remove any copyrights of Licensor or otherwise appearing on any or all of the Content, or any part thereof.

9.  Assignment. 

Licensee may not assign, transfer, license, delegate and/or grant all or any part of its rights or other privileges granted to Licensee hereunder to any person, firm, corporation, organization or other entity whatsoever.  In the event that Licensee shall ever merge or consolidate with another entity, including but not limited to any existing parent or subsidiary, the License granted herein shall extend only to those operations of the new, merged or consolidated entity which are the same, or substantially the same, as the operations of Licensee preceding the date of the consolidation or merger.

10.  Licensor's Ownership of Content. 

Licensee hereby expressly acknowledges and agrees that Licensor is the sole and exclusive owner of all of the Content included and/or located in any and all of the Galleries, and that each of the images comprising said Content is the sole and exclusive property of Licensor, whether or not such Content or images are, or are capable of being, copyrighted, patented, trademarked or otherwise protected under applicable law.  Licensee agrees that said Licensee will not at any time do or cause to be done any act or thing contesting or in any way diminishing Licensor's ownership of or title to the Content or the images comprising same.  Licensee agrees that said Licensee shall assist in every lawful way in protecting or enforcing Licensor's rights in and to the Content and the images comprising same, and in prosecuting and defending appeals, interferences, infringement suits and controversies relating thereto. The provisions of this Paragraph 10 shall survive the expiration or termination of this Agreement and/or the revocation or termination of the License granted herein.

11.  No Liability for Licensor.

Licensee hereby expressly acknowledges and agrees that Licensor assumes no liability to Licensee or any third party(ies) with respect to the use of any or all of the Content or the images comprising same by said Licensee. The provisions of this Paragraph 11 shall survive the expiration or termination of this Agreement and/or the revocation or termination of the License granted herein.

12.  Indemnification.

To the fullest extent permitted by law, Licensee shall indemnify, defend and hold harmless Licensor, its shareholders, principals, directors, officers, employees and agents, from and against any and all claims, actions, complaints, damages, awards, losses, penalties, fines and expenses, including, but not limited to, all attorneys' fees and costs, arising out of, resulting from or relating to, directly or indirectly, (a) the use or distribution of any or all of the Content or the images comprising same by said Licensee, and/or (b) Licensee's breach of any of the terms or provisions set forth under this Agreement.  Licensee expressly understands and agrees that Licensor does not warrant that any of the Content or the images comprising same may be lawfully used or distributed in Licensee's community or on any of Licensee's Websites, and Licensee hereby assumes full responsibility for determining which images comprising the Content, if any, are suitable for such use or distribution.  The provisions of this Paragraph 12 shall survive the expiration or termination of this Agreement and/or the revocation or termination of the License granted herein.

13.  Default by Licensee / Remedies. 

The following events shall be deemed a breach and default by Licensee under this Agreement:  (i) if Licensee fails to remit any Monthly Payment Amount or other payment when due under this Agreement; (ii) if Licensee uses any or all of the Content or the images comprising same in a manner which exceeds the License granted herein; (iii) if Licensee infringes upon any copyrights, trademarks, patents or other intellectual property rights of Licensor with respect to any or all of the Content or the images comprising same; or (iv) if Licensee otherwise breaches of fails to comply with any obligation, term, provision or condition of this Agreement.  In the event of any such default or breach, Licensor, at its sole discretion, may exercise any or all remedies granted under this Agreement, including but not limited to revocation of the License granted herein, and/or may pursue any or all other remedies available to Licensor both at law and in equity.  Licensee expressly recognizes that Licensor may be irreparably injured by the breach of certain provisions of this Agreement, and that money damages alone may not be an appropriate measure of the harm to Licensor from such continuing breach.  Therefore, equitable relief, including specific performance of such provisions by injunction, would be an appropriate remedy for the breach of such provisions, and Licensor may enforce such provisions by either suit for damages or injunction, or both, without the need to post bond. These remedies shall be cumulative with and not successive or exclusive of one another or of any other legal or equitable remedies which may be available to Licensor.

14.  Representations and Covenants by Licensor and Licensee.

a. Licensor hereby represents that all records required to be maintained in accordance with Section 18 U.S.C. Section 2257 and the regulations of 28 C.F.R. Part 75 with respect to the Content and the images comprising same which are the subject matter of this Agreement are maintained by the following named custodian of records at the following place of business: Paul M. Huckins B.A. LL. B., 1110 Sheppard Avenue East #304, Willowdale ON CANADA M2K 2W2. Licensor further represents that the aforesaid Content and the images comprising same are in full compliance with the requirements of Section 18 U.S.C. Section 2257 and the associated regulations, and, specifically, that all persons depicted within the Content and the images comprising same were at least eighteen (18) years of age at the time such Content and the images comprising same were created.  Moreover, Licensor represents that Licensor or its agent retains all releases from the Models depicted in the Content and the images comprising same and will produce any or all such releases upon the written request of Licensee.  Licensor further represents that it is the owner of all of the Content and the images comprising same and is entitled to enter into this Agreement and grant the License granted herein.

LICENSOR DOES NOT MAKE ANY EXPRESSED OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO THE CONTENT OR THE IMAGES COMPRISING SAME OR OTHERWISE EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.  THE CONTENT OR THE IMAGES COMPRISING SAME ARE PROVIDED ON AN "AS IS" BASIS, AND IN NO EVENT WILL LICENSOR BE LIABLE FOR DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ANY OR ALL OF THE CONTENT OR THE IMAGES COMPRISING SAME OR THE MEDIA ON WHICH SAME ARE RECORDED, EVEN IF LICENSOR OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF OR HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.

b. Licensee hereby represents that the total membership of each of Licensee's Websites, as disclosed hereinabove, is accurate to the best of Licensee's knowledge.

c. Licensee covenants that Licensee will continually monitor Licensee's image and video file transfer, download and viewing bandwidth usage with respect to Licensee's Websites, and acknowledges and covenants that Licensee will have access to the statistics from such monitoring which will corroborate the amount of Content being accessed by members of said Licensee's Websites (including hourly, daily, month-to-date and projected monthly total statistics).  Licensee acknowledges that it is Licensee's responsibility to monitor these statistics and make adjustments as needed to insure that Licensee's service will not be disconnected, including, without limitation, the removal of links on Licensee's Websites that allow Licensee's members to access some or all of the Galleries.  Licensor shall not be liable for any losses or other damages incurred by Licensee as a result of the disconnection of any such service, regardless of the reason therefore, whether intentional or accidental, whether due to non-payment of a Monthly Payment Amount, or because of technical problems originating from Licensor's servers or network capabilities.

d. Licensee acknowledges that Licensor has recommended to Licensee that said Licensee implement some form of Password Abuse Protection System or Service, such as AntiTrader, Password Cop or Pennywize, to prevent any abuse relating to the member's area(s) located on each of Licensee's Websites and/or abuse relating to Licensor's Galleries.

15. Compliance with Laws, Etc.  Licensee shall comply with all applicable local, state and federal laws, statutes, ordinances, rules, regulations, orders and other requirements governing or otherwise pertaining to the distribution or other use of any or all of the Content and the images comprising same.

16. Notices.

Any notice required or permitted to be made under this Agreement shall be in writing and shall be effective when actually delivered in person or three days after being deposited in the mail, registered or certified, postage prepaid and addressed to the party at the address first set forth above in this Agreement or at such other address as either party may designate by written notice to the other; provided, however, that any notice from Licensor to Licensee required or permitted to be made under this Agreement may be made, and shall be effective when actually delivered via facsimile or e-mail, at Licensee's Facsimile Number or Licensee's E-Mail Address first set forth above in this Agreement, or at such other facsimile number or E-Mail Address as Licensee may designate by written notice to Licensor.

17. Survival. 

Termination of this Agreement or revocation or termination of the License granted herein shall not affect the rights or obligations of either party hereto which arise prior to such termination or revocation.

18. Waiver. 

Failure of either party hereto at any time to require performance of any provision of this Agreement shall not limit any such party's right to enforce the provision, nor shall any waiver of any breach of any provision of this Agreement be a waiver of any succeeding breach of any such provision or any other provision, or a waiver of the provision itself or any other provision.

19. Law Governing.

This agreement shall be governed by the laws of the Province of Manitoba, Canada. Licensee holds Licensor harmless for any legal issues related to the distribution of the material as it relates to community standards and adult entertainment laws as set forth in any city/county, state/province or country of Licensee and their websites. Licensor does not warrant this material to be acceptable in your community, and Licensee assumes full responsibility for determining what content, images and/or video clips are suitable for distribution.  Each party also acknowledges and agrees that the performance of this Agreement by all parties hereto, for all intents and purposes, shall be deemed to occur in Winnipeg, MB, Canada.

21.Attorneys' Fees. 

In the event any litigation, suit, action, arbitration or other similar proceeding is brought by any party under this Agreement to enforce any of its terms or provisions, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys' fees to be fixed by the trial court, appellate court and/or arbitrator.

22. Presumption. 

Neither this Agreement nor any Section or Paragraph hereof shall be construed against any party due to the fact that said Agreement or any Section or Paragraph hereof was drafted by said party or said party's legal representative.

23.  Titles and Captions. 

All Section and Paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

24.  Pronouns and Plurals. 

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

25.  Entire Agreement. 

This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement.

26.  Agreement Binding. 

This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto (subject to the provisions of Paragraph 9 regarding "Assignment" hereinabove).

27.  Independent Status. 

This Agreement shall not in any manner be construed to be a partnership agreement or a joint venture between the parties and the parties hereto expressly agree that this Agreement merely establishes a licensing relationship, and no other relationship between the parties whatsoever.

28. Counterparts / Fax Copies.  

This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart.  Moreover, a faxed signature page of this Agreement or any counterpart hereof shall be as valid and binding as an originally executed signature page.

29.  Savings Clause. 

If any provision of this Agreement, or the application of such provision to any person, entity or circumstance, shall be held illegal, invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby.

30.  Amendment.  

This Agreement may only be modified and/or amended by a written instrument executed by all parties hereto.