Fresh Webmaster Content LICENSING/LEASE AGREEMENT This Agreement dated this the ________ day of _____________, _______, is entered into between Cabo Entertainment Group (hereinafter “CEG”), of 3430 E. Russell Rd Suite 309, Las Vegas, NV 89120 and __________________________________________________________________________________________ _______________________________________________________________________(name, address, phone) _______________________________________________________________________(referring url) _______________________________________________________________________(leased product) __________________ (initial price) WHEREAS CEG is the owner of the intellectual property contained in the Fresh Webmaster Content video feed collection and lease galleries. WHEREAS CEG is in the business of creating and selling the Collection. WHEREAS Subscriber is in the business of operating an internet website. WHEREAS Subscriber desires to lease video feeds and galleries contained in the Collection. NOW, THEREFORE, in consideration of the premises hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows: 1. Subscriber may lease video feeds and image galleries from CEG, by submitting a then current Order Form. All content contained in the Collection are licensed to Subscriber subject to the terms and conditions of this Agreement, the Order Form, any addendums, supplemental agreements, or as agreed to by the parties in writing. 2. CEG warrants and represents that it is the owner of all of the content included on the Collection and is entitled to enter into this agreement and grant the license granted hereunder. CEG further represents that it has obtained written model releases and has obtained photo identification for all such persons that were photographed and whose photographs have been made part of the Collection. 3. Excepting the license granted by this Agreement, all rights title and interest in the video feeds and lease galleries, depictions and content of the Collection in all formats and media are the exclusive property of CEG and have been copywritten by CEG. The Collection is and will remain the exclusive property of CEG. 4. Subscriber is granted a non-exclusive, non-transferable, limited license to the Collection to which Subscriber subscribes. Such license includes the right to use the Collection for the following purposes only: a) To publish the video feeds and lease galleries on the World Wide Web only. b) To alter or distort the video feeds or lease galleries in any way, except that no alteration or distortion shall be permitted which would render any video feed(s) or lease gallery obscene in any jurisdiction in which they are published. c) To use the videos on an unlimited amount of domains. All domains must be registered to the same person or company. d) Subscriber should ensure that only his members on his registered domains have access to the feeds and lease galleries. e) CEG recommends that all subscribers implement the use of a password protection system to minimize abuse of their member’s areas. 5. Subscriber may not use the Collection in any manner except as expressly permitted by this Agreement or with CEG’s prior written permission. Improper usage of the video feeds and lease galleries collection includes but is not limited to (i) Newsgroup postings; (ii) Chatroom postings; (iii) postings in any public forum; and (iii) Attachments to e-mail; (iv) Illegal or degrading uses includes but not limited to use on sites depicting child pornography, bestiality, depictions of rape or murder (real or staged), necrophilia, defecation, or any other proven obscene forms of usage. Subscriber shall not sell, license or distribute the images or contents of the Collection to third parties or use the Collection as a component or basis for any material offered for sale, license or distribution. In addition, the Subscriber shall not resell the videos or lease galleries as a whole, nor shall Subscriber use any of the images or contents of the Collection in print ads. Subscriber may not rent, lease, trade or barter the Collection as a whole or the contents and images contained therein, for any purposes including but not limited to barter for traffic, pic-post, and thumbnail galleries. 6. By using the Collection, Subscriber agrees to be bound by the terms and conditions of this Agreement and any accompanying licensing agreements. If Subscriber does not agree, Subscriber’s links will be terminated from the S.I.C. database. 7. Subscriber shall pay to CEG such amount as set forth in the Order Form provided by CEG and completed and returned by Subscriber to CEG. Payment must be made by check or bank wire transfer. Subscriber has seven days to make initial payment for one full month of service. The second month will be a prorated amount from the subscriber’s initial sign-up date, and will be billed for the next calendar month on the 15th. Payment is due in full on or before the first of each month. If payment is not received by the 7th day, services will be terminated. 8. Copies and/or Originals of all required documentation, pursuant to 18 U.S.C. 2257, are maintained by the named custodian at the following place of business: Record Custodian: B. Shaw. Location of business: Cabo Entertainment Group 3430 E. Russell Rd Suite 309 Las Vegas, NV 89120 In the event of litigation, copies of the original releases may be obtained by written request to the hereinmentioned custodian. 9. Redacted copies of required documentation set out in paragraph 7 above are available in digital format upon request of subscriber. These documents shall not be posted by the Subscriber, its agents or any other person (this includes no posting on any website, domain or banner). 10. CEG does not make any expressed or implied warranties, representations, or endorsements whatsoever with regard to the Collection, and CEG shall not be liable for any cost or damage arising either directly or indirectly from the installation and use of the Collection. The Collection is provided on an “AS IS” basis. In no event will CEG be liable for any incidental, consequential, or indirect damages arising out of the use of or inability to use the Collection or the media on which the materials are recorded, even if CEG or its authorized representatives have been advised of the possibility of such damages. Because some states do not allow the exclusion of limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, CEG’s liability is limited to the greatest extent permitted by law. 11. Subscriber agrees to indemnify CEG, its officers, directors, shareholders and agents and hold each of them harmless from all losses, claims, actions, damages, awards, complaints, penalties, fines and expenses (including reasonable attorneys fees and costs) arising out of or in connection with this Agreement, use of Collection, Subscriber’s programs, websites, advertising, customer contracts, messages, and promotions. Notwithstanding the termination of this Agreement, the indemnity obligations of Subscriber shall survive the termination hereof. 12. The Subscriber is prohibited from assigning all or any of its rights herein. 13. Parties hereto agree that all disputes, including any demand for equitable relief arising under this contract or in connection with the enforcement, breach or interpretation of this contract shall be decided by arbitration under the auspices of the commercial arbitration rules of the American Arbitration Association. Any arbitration shall be held in the American Arbitration Association located in Las Vegas, NV. The arbitration panel shall consist of three (3) members, one (1) of whom shall be appointed by CEG, one (1) appointed by the Subscriber, a neutral third arbitrator shall be selected by the two (2) chosen arbitrators, from a list of approved arbitrators supplied by the American Arbitration Association. Each party shall pay costs and fees for their own selected arbitrator and shall equally share any costs and fees of the neutral arbitrator. Each party shall also pay its own costs and fees incurred with the American Arbitration Association. Awards of the arbitrators shall be final and binding and shall be such as may be entered in any court of competent jurisdiction. 14. Either party may terminate this agreement by providing thirty (30) days written notice to the other party. This Agreement may be terminated by CEG, without prejudice to any other rights, without notice, in the event the Subscriber fails to perform under this Agreement or violates any of the terms and conditions set forth herein. 15. This Agreement together with the agreements and other documents referred to herein, constitute the entire Agreement and set forth the entire understanding of the parties with respect to the subject matter hereof. 16. This Agreement and the individual agreements and documents referred to herein may be modified at the discretion of CEG by providing 30 days written notice to the Subscriber. 17. CEG reserves the right to require that all parties execute a new Licensing/Sales Agreement. In the event Subscriber is unwilling or unable to execute a new Agreement within 10 days of their receipt of the new agreement, either party shall have the right to terminate this agreement in accordance with the termination provisions of paragraph 15 herein. 18. In the event any clause or provision of this Agreement shall be deemed illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties to this Agreement that the remainder of this Agreement shall not be affected thereby, and that such illegal, invalid or unenforceable provision shall be deleted herefrom or reduced in scope, and the Agreement interpreted and enforced as thereby amended. 19. This Agreement shall be binding upon the heirs, executors, administrators, successors, and legal representatives of the Subscriber. 20. 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. 21. This Agreement shall be governed under the laws of the Commonwealth of Texas. 22. Any notice or communication shall be made in writing and shall be effective upon actual receipt by the parties at the following addresses or other address provided in writing: To CEG: Cabo Entertainment Group To Subscriber:_______________________________ Fresh Webmaster Content _______________________________ 3430 E. Russell Rd Suite 309 _______________________________ Las Vegas, NV 89120 _______________________________ Phone #:________________________ Facsimile:_______________________ With a copy to General Counsel 23. This Agreement may be executed in counterparts and a faxed signature page shall be as valid and binding as an originally executed document, pending receipt of hard copy of this contract signed by Subscriber. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first above written. Cabo Entertainment Group Subscriber:__________________________ BY: _______________________________ BY:_____________________________ __________________________________ _____________________________