1. Sign-Up Agreement: In order to participate in Adult Cinema's Premium
   Services Program, you (hereinafter "Affiliate") agree to be bound by the
   following Terms and Conditions. Your application cannot be processed
   unless you indicate your acceptance of these Terms and Conditions where
   indicated on the Sign Up form.

2. Restricted Access: Upon entering into this Agreement, the Affiliate
   understands and acknowledges that the Premium Services content being
   offered by Adult Cinema is adult-oriented and contains sexually explicit
   materials intended for consenting adults in locations where the
   materials do not violate any community standards or any federal, state
   or local laws or regulations. Access to Adult Cinema's Premium Services
   is restricted to adults over the age of 18. Access to minors is strictly
   prohibited.

3. Participation Requirements: In order to participate in Adult Cinema's
   Premium Services Program Affiliates must:

   3.1 Have a "subscription" Internet site, which requires a credit card for
       age verification and a user name and password for consumers to become
       subscribers and enter the site.

   3.2 Provide Adult Cinema's Premium Services with a valid user name
       and password for Affiliate's subscription site permitting Adult
       Cinema access to inspect the feed(s) as long as the Premium
       Services appear on Affiliate's Site. If Affiliate does not
       provide Adult Cinema with this information in a timely manner,
       Affiliate will not be activated and/or participation in the
       Premium Services program shall be terminated and Affiliate shall
       forfeit any unpaid revenue share earned.

   3.3 Follow Adult Cinema's Premium Services linking, text and banner
       placement requirements. Specifically, Affiliate may not promote
       or advertise, in any manner, any other similar adult
       entertainment services on any of the pages on which Adult
       Cinema's Premium Services appear. Furthermore, Affiliate may not
       alter or modify any designs or artwork Adult Cinema Premium
       Services provides to Affiliate. A breach of this provision shall
       be cause for immediate termination of Affiliate's participation
       in the Premium Services program and Affiliate shall forfeit any
       unpaid revenue share earned.

4. Adult Cinema's Responsibilities: Adult Cinema Premium Services shall
   be responsible for:

   4.1 Feeding adult entertainment programming to Affiliate's Site.

   4.2 Serving the feed(s) and bearing all server and bandwidth costs to
       deliver the feed(s) to Affiliate's site.

5. Share of Revenues: Adult Cinema shall be the sole party empowered to
   authorize the inclusion, design and location of advertising on the
   web pages provided to the Affiliate.  Such pages shall include an
   advertising banner for Data Manage, Inc., complete with a dedicated
   hyperlink to the Skin Peeks web page.  Such pages shall also include
   a hyperlink to Odyssey Group Video. Adult Cinema shall maintain on its
   site an account status hyperlink by which an Affiliate, using its account
   identifier and password, may access its account and determine at any time
   the gross revenues attributable to the advertising on their page.
   The Affiliate shall be entitled to share in the revenue generated by this
   advertising as set out below:

   5.1 The program shall be designed so as to track revenues generated
       from all member signups referred by the Affiliate from the above
       described Skin Peeks hyperlink.  From that gross revenue, Data Manage
       shall first withhold 8% of said revenue to cover the anticipated
       costs associated with fraud, credit card chargebacks, and
       administrative expenses.  The Affiliate shall be paid a
       commission of 35% of the remaining gross revenues.  This shall
       have the effect of calculating the Affiliate's revenue share as
       32.2% of gross revenues.  Revenues received by the 20th of the
       month shall be payable to the Affiliate by the 15th of the
       following month.

   5.2 The program shall be designed so as to track click throughs generated
       from all members referred by the Affiliate from the above described
       Odyssey Group Video hyperlink.  Revenues generated at the rate of
       $0.02 per raw click shall be paid to the Affiliate.  Revenues
       generated by the 20th of the month shall be payable to the Affiliate
       by the 15th of the following month.

6. Services Placement: Affiliate understands and acknowledges that the
   Premium Services are to be placed in the Membership and/or Subscription
   area of Affiliate's Site. Affiliate may not make the services available
   to any "free" areas of the Site. In addition, Affiliate shall not permit
   any other sites to link to the Premium Services.

7. Limited License: Subject to the terms and conditions set forth
   herein, Adult Cinema grants to Affiliate a limited, non-exclusive and
   non-transferable license to use graphic files, video files, hyperlinks,
   audio files (if applicable), search engines, and other software
   ("Software") associated with the Premium Services during the time in
   which you are an active Affiliate. If Adult Cinema makes downloadable
   copies of the Software available, Affiliate may make a single copy of
   the Software for archival purposes only, provided the copy contains all
   the original proprietary notices. Affiliate may not a) permit other
   individuals to use the Software;  b) modify, translate, reverse
   engineer, decompile, disassemble the Software; c) make derivative works
   based on the Software; d) rent, lease or transfer any rights in the
   Software;  e) remove any proprietary notices, or  f) make any other use
   of the Software not expressly authorized by this Agreement.

8. Affiliate Termination: Adult Cinema reserves the right to terminate
   Affiliate's participation in the Premium Services Program at any time,
   with or without cause. Delivery of notice via e-mail shall be considered
   sufficient notice of termination to Affiliate. Affiliate shall not be
   entitled to receive a share of revenues earned after the date of
   termination.

9. Indemnification: Affiliate agrees to indemnify and hold harmless
    Adult Cinema's Premium Services, its officers, directors, employees,
    agents, successors and assigns from and against any claims arising from
    a breach of Affiliate's representations, warranties or promises herein
    made, including, without limitation, any loss, damage, liability
    (including reasonable attorneys' fees and costs) resulting from the use
    of any Adult Cinema Premium Services materials in a manner not expressly
    authorized by this Agreement.  Affiliate further agrees to indemnify and
    hold harmless Adult Cinema Premium Services, its officers, directors,
    employees, agents successors and assigns from and against any claims
    arising from or in connection with any other materials Affiliate places
    on the site.

10. Representations and Warranties:

    10.1 Affiliate warrants and represents that it owns or operates a
         lawful, and otherwise valid Internet Web site; Affiliate is an
         adult at least eighteen years of age and has the requisite power
         and authority to enter into this Agreement and perform the
         obligations set forth herein; Affiliate's performance as set forth
         in this Agreement does not and will not constitute a breach of any
         existing contract or obligation undertaken by Affiliate; there are
         no outstanding orders, judgments, decrees, rules or regulations
         which would preclude Affiliate from entering into this Agreement.

    10.2 Adult Cinema warrants and represents that it owns, controls or
         otherwise has the rights to the Premium Services described
         herein and has the requisite power and authority to enter into
         this Agreement and perform the obligations set forth herein;
         there are no outstanding orders, judgments, decrees, rules or
         regulations which would preclude Adult Cinema Premium Services
         from entering into this Agreement.

11. Miscellaneous Terms:

    11.1 Except for public domain materials, all content provided by
         Adult Cinema Premium Services is protected by federal copyright
         and may not be copied, redistributed, or downloaded, in whole
         or in part, without the prior written consent of Adult Cinema.
         Adult Cinema Premium Services and other trade names are the
         trademarks of their respective owner(s) and may not be
         exploited without the express written permission of said
         owner(s).

    11.2 Adult Cinema Premium Services reserves the right to limit the
         bandwidth and duration of the video feed at its own discretion.

    11.3 Under no circumstances and under no cause of action or legal
         theory shall Adult Cinema, its officers, directors, employees,
         agents or assigns, be liable to you or any other person for any
         indirect, special, incidental, or consequential damages of any
         kind, including, without limitation, damages for loss of
         goodwill, computer failure or down-time or any other commercial
         damages resulting from any use of the Software or Premium
         Services materials.

    11.4 Affiliate understands and acknowledges that all customers
         subscribing to any Premium Service Upsell offered by Adult
         Cinema shall be bound by the Terms and Conditions of the
         individual Adult Cinema Premium Service Upsell.

12. Governing Law: This Agreement shall be governed and construed
    pursuant to the laws of the state of Florida. The Florida courts shall
    have jurisdiction over any legal disputes arising from or in connection
    with this Agreement.

13. Acceptance and Execution of Agreement: Your acceptance of the Terms
    and Conditions (by clicking "Yes" on "Agree to Terms and Conditions")
    and the subsequent transmission of the Sign Up form means that Affiliate
    agrees to be bound by the terms and conditions set forth in this
    Agreement and Adult Cinema agrees to become a counter-party to the
    Agreement. The date of execution shall be the date on which Adult Cinema
    receives the Sign Up form.

             Copyright 1999 - Adult Cinema - All rights reserved.
