This License Agreement (the "Agreement") by and between Lightspeed Media Corp., a Washington corporation (hereinafter "Lightspeed"), whose business address is: PMB 202, 20229 N. 67th Ave. Suite C-4, Glendale, AZ, 85308, and

(complete name and mailing address) (hereinafter "Licensee")

is entered into this ________________ day of __________, 2002.

Name and/or ID of Image Set (hereinafter "Image Set") licensed: (hereinafter "Licensed Material") _____________________________________________________

License Fee: $________________ U.S. Dollars

Domain #1:____________________________________________________
Domain #2:____________________________________________________
Domain #3:____________________________________________________
Domain #4:____________________________________________________
Domain #5:____________________________________________________
(hereinafter individually "Web Site" and collectively "Web Sites").

The parties agree to as follows:

1. All Licensed Materials are intended for distribution exclusively to consenting adults in locations where the materials do not violate any community standards or any federal, state or local laws or regulations of the United States or any other country. No person under the age of eighteen years of age may directly or indirectly view or possess any of the Licensed Materials. Licensee acknowledges that the materials contain explicit visual, audio and/or textual depictions of nudity in situations of a sexual nature, and that Licensee is familiar with such materials and is not offended by them. Licensee represents and warrants that Licensee is currently at least eighteen years and is capable of lawfully entering into this Agreement.

2. Licensee acknowledges and agrees that all Licensed Materials are copyrighted, proprietary material and constitute valuable intellectual property of Lightspeed. The copyrights are owned by Lightspeed Media Corp. and are protected by the Copyright Act of the United States (Title 17 of the U.S. Code) and other foreign and international copyright laws. Any use of the Licensed Materials in violation of this Agreement will constitute copyright infringement and will be a breach of this Agreement and a violation pf the Copyright Act of the United States and the copyright laws of all signatories to the Berne Copyright Convention and the Universal Copyright Convention.

3. Subject to the terms and conditions set forth herein, Lightspeed hereby grants to Licensee a limited, non-exclusive, and non-transferable license to use the Licensed Materials on the Web Sites shown above. This Agreement grants Licensee the right to use the Licensed Materials on no more than five (5) domains. If use of the Licensed Material is desired on more than five (5) domains, additional licenses must be purchased. Use of the Licensed Materials on more than five (5) domains, or on domains other than the Web Sites is a breach of this Agreement and Licensee will forfeit all rights granted by this Agreement. All Web Sites displaying the Licensed Materials must show Licensee's name within the publicly accessible records of the InterNIC or other recognized registration agency authorized by the Internet Corporation for Assigned Names and Numbers (ICANN). If Licensee's name is not registered with InterNIC or other ICANN recognized registration agency, the name of the Licensee must be easily found on each Web Site. Any transfer of rights hereunder requires Lightspeed's prior written permission. The grant of this License is strictly conditioned upon Licensee paying the License Fee and signing this Agreement.

4. Licensee will not offer the Licensed Materials for rent, sale, lease, license or sub-license, transfer, reprise display, nor trade them in any way whatsoever including but not limited to offering free use of the Licensed Materials in return for traffic, sign up commissions, advertising revenue, or other similar compensation arrangement. Licensee will not knowingly allow other webmasters to use the Licensed Materials, other than as specifically set forth within this Agreement.

5. Licensee may post up to five (5) images from this Image Set in USENET newsgroups, as often as Licensee desires so long as the same five (5) images are used each time. It is strictly forbidden to post this entire Image Set on one or more USENET newsgroups or to use different groups of five (5) images from any Image Set on different postings. Licensee agrees that any such action is a violation of this Agreement and will result in termination of this license without refund.

6. Licensee may resize, resample and rename the image files contained within the Licensed Material and manipulate and/or crop up to five (5) images from each set licensed hereunder for constructing advertising banners and web page design elements for the web site. Images used for constructing advertising banners and/or web page design elements may be so used only for the Web Sites, and must name Licensee's Web Site on the banner or web page design element.

7. A maximum of fifteen (15) images per Image Set may be used for Thumbnail Gallery Post (TGP) purposes. Any such use for TGP purposes is allowed only if the Licensed Materials remain hosted on a Web Site.

8. Licensee's Uniform Resource Locator (URL) information may be added to the Licensed Materials for purposes of promoting the Web Sites provided that the URL information is no greater in height than ten-percent (10%) of the image height. Editing of the Licensed Material is encouraged (such as pixelating areas of the images unsuitable for children to view when the Licensed Material may be displayed where children can view it).

9. Licensee has 14 business days to fill out the requested information in this Agreement and to return it to Lightspeed Media Corp. All rights licensed hereunder are conditioned on the receipt by Lightspeed of a duly acknowledged License Agreement that has been received and accepted by Lightspeed within 14 business days and the receipt of full payment. Licensee is granted a limited license to use the Licensed Materials on the Web Site, as long as the 14-day grace period is not exceeded. Failure to submit this License Agreement for each Image Set within 14 business days of license, or failure to make payment in full, or the submission of false or misleading information will render this License Agreement null and void and result in the immediate forfeiture of rights hereunder to use the Licensed Materials, without refund.

10. If Licensee breaches any material provision of this Agreement, Lightspeed may terminate and revoke this Agreement and all rights granted under this Agreement upon written notice to Licensee. The effective date of the termination and revocation shall be five (5) days after written notice of the breach is transmitted to Licensee, unless the breach is cured to the satisfaction of Lightspeed, in Lightspeed's sole discretion. Upon termination by Lightspeed because of a material breach by Licensee, Licensee agrees to immediately cease use of the Licensed Materials and shall recall all banner advertisements, whether on the Web Sites or otherwise; furthermore, Licensee shall immediately cease using the Licensed Materials on any printed promotional or advertising materials and shall recall and destroy all printed promotional or advertising materials which incorporate or use the Licensed Materials.

11. Lightspeed's entire liability and Licensee's exclusive remedy for any breach by Lightspeed shall be a refund of the License Fee paid by Licensee to Lightspeed.

12. Lightspeed Media Corp. does not warrant the Licensed Material to be acceptable in Licensee's community and Licensee assumes full responsibility for determining what Licensed Materials are suitable for distribution. Lightspeed Media Corp. warrants that the Licensed Materials was produced in compliance with provisions of Title 18 of the United States Code § 2257. Lightspeed warrants that it either owns the copyright in the Licensed Materials or possesses the necessary intellectual property rights to permit Lightspeed to grant the rights granted in this Agreement.

13. Licensee acknowledges and agrees that except for the specific warranties and representations set forth in paragraph 12 of this Agreement, Lightspeed makes no other representations, guaranties, or warranties of any kind with respect to the Licensed Materials, and that Licensee's use of the Licensed Materials is solely at Licensee's risk. LIGHTSPEED DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

14. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE SOFTWARE PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF This LICENSE AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSOR FOR THE SOFTWARE PRODUCT OR U.S. S5.00. BECAUSE SOME STATES AND Jurisdictions DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15. This Agreement constitutes the entire agreement between Lightspeed and Licensee with respect to the subject matter hereof, and supercedes and cancels all other prior agreements, discussion, or representations, whether oral or written. No modification to this Agreement shall be enforceable unless reduced to writing and signed by duly authorized representatives of Lightspeed and Licensee. No officer, employee, or representative of Lightspeed or Licensee has any authority to make any representation or promise in connection with this Agreement or the subject matter hereof which is not contained expressly in this Agreement. Licensee acknowledges and agrees that the failure of Lightspeed to enforce any of the specific provisions of this Agreement shall not act as a waiver by Lightspeed to further enforce that provision or any other provision of this Agreement or the exercise of any other right hereunder.
16. This Agreement is governed by the laws of the State of Washington, United States of America. Licensee agrees that jurisdiction and venue shall be in the Superior Court of the State of Washington in King County, United States of America. Licensee indemnifies and holds harmless Lightspeed Media Corp. and it's principals from all legal claims arising from Licensee's use and/or distribution of the Licensed Materials, including but not limited to as it relates to the community standards and adult entertainment laws as set forth in the city/county, state, province or country of Licensee and its Web Sites.

I AGREE WITH ALL TERMS AND CONDITIONS:

LICENSEE: _______________________________________________________
Name of Company or Individual

BY: ______________________________________________________________
Signature of Individual or Authorized Officer

E-MAIL ADDRESS:_________________________________________________

Anonymous E-mail addresses are not acceptable. Hotmail and Third Party Remailers are not accepted. You must supply an E-mail address acceptable to Lightspeed Media Corp.

LIGHTSPEED MEDIA CORP:

_________________________________________________
By Steven Jones, Manager/Photographer

Please sign and date above and return to:
Lightspeed Media Corp
PMB 202, 20229 N. 67th Ave. Suite C-4
Glendale, AZ, 85308

This license is not in effect until you return this Agreement and final payment and is accepted by Lightspeed Media Corp.