TLA VIDEO AFFILIATE AGREEMENT



To become an affiliate with TLA Video, please:

1.       Read this agreement

2.       Acknowledge that you understand and agree to the terms of this
         agreement by filling out and sending the sign-up form at the bottom of
         the page or mail a printed version to the following address:


                  TLA Entertainment Group, Inc.
                  Website Affiliate
                  234 Market St. 5th Floor
                  Philadelphia, PA 19106
                  Phone - 215.733.0608
                  Fax - 215.733.0637

                  Email - affiliates@tlavideo.com

This Agreement contains the terms and conditions agreed upon between you (Third
Party) and TLA Video (herein to be referred to as "TLA") with respect to TLA
serving as your provider for VHS, DVD, and book commerce (collectively referred
to herein as product).

1.       Affiliation
         TLA markets and sells movies on VHS and DVD (over 25,000 film titles)
         as well as books. Our database is divided into five divisions: Home
         (which includes over 20,000 titles ranging from Hollywood hits to
         obscure international films); Gay (which includes over 2,500
         non-pornographic titles which are of interest to gay men and lesbians);
         Gay Adult (a database of over 4,500 gay adult titles); Straight Adult
         (a database of over 6,000 straight adult titles) and Books (over 2,000
         titles of gay and lesbian interest), and Life & Style. You are
         responsible for checking the TLA title database to make sure that we
         have the type of product that you wish to list. Product availability is
         subject to change and is beyond our control.


         It is your responsibility to set up links properly. (Instructions are
         available once you become an affiliate.) If you require assistance,
         please email the Director of Affiliate Marketing at the address listed
         above.

2.       Establishing Affiliation on Your Site
         You agree to display the TLA logo on your home page or other
         appropriate page(s) on your site. You may do this at your discretion by
         choosing from the images provided on our Link to Us page. You are
         responsible for the content, style and placement of the references you
         make to movie titles, actors, store reference (in the case of shopping
         mall site) etc.

3.       Setting Up Links
         We will provide you with instructions on how to set up links from your
         site to the appropriate TLA website page. You may add or delete movie
         references (and related links) from your site at any time without our
         approval. You can decide which portions of our database you wish to use
         on your site. For example, you may want only adult or you may want no
         adult titles on your site.

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4.       Order Processing
         TLA will handle all aspects of order processing and fulfillment for all
         orders that come from the customers who purchased from us through the
         links on your site. TLA will handle payments, order cancellations and
         returns. Our sales staff will be available for customer service. We
         will issue monthly and quarterly reports (with a minimum of one order)
         detailing sales activities from the customers who linked to us through
         your site. It is your responsibility to make sure that the links are
         properly established in order for your commission to be correctly
         calculated.

5.       Commission Rates
         TLA will pay you a commission of six percent (6%) for non adult DVD,
         books and calendars; seven percent (7%) for non adult VHS and Life &
         Style products; thirteen percent (13%) for adult DVD, VHS, and toys
         during a referred session from your website to TLA. We will not,
         however, pay referral fees on transactions that are made by a customer
         who visits TLA directly (rather than through a special link from your
         site), even if the customer previously followed a link from your site
         to ours. The commission rate is based on gross revenue, which is
         defined as gross receipts less sales tax, shipping costs and credit
         card charges. For a transaction to generate a referral fee, each
         transaction must be completed: (i.e. - the customer must follow a
         special link from your site to ours, purchase a product(s) through our
         ordering system, receive delivery of the product and pay in full.)
         Commission on returned titles will be deducted from your next
         commission payment. If for some reason no subsequent payment is owed,
         you will be billed for the amount related to the return, and you hereby
         agree to make payment within 10 days of that bill. A credit card
         processing fee of 2.5% will be deducted for the processing of credit
         card orders from each commission check earned.

6.       Accounting
         We will send you an accounting history on a monthly basis if your
         account has earned a minimum of $100 in commission and quarterly if
         otherwise. If a quarterly commission amount is below $25, the amount is
         carried over to succeeding months until the $100 threshold is reached.

7.       Payments
         Checks will be issued on a monthly basis for accrued commission over
         $100 and quarterly if the amount is below that minimum. Quarterly
         commission amounts below $25 are accumulated until the $100 threshold
         is reached.

8.       Policies and Pricing
         Customers who buy product through this program will be deemed to be
         customers of TLA. Accordingly, all TLA rules, policies, and operating
         procedures will apply to those customers. TLA is the sole owner of all
         customer information needed to finalize an order, including, but not
         limited to; name, address, email address, telephone and/or fax number,
         and credit card data. This information will be kept for up to seven (7)
         years for federal and state tax purposes unless otherwise amended by
         federal or state law. TLA reserves the right to share this information

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         with you on a predefined format mutually agreed upon. TLA reserves the
         right to market directly and/or indirectly to these customers unless
         otherwise mutually agreed upon. We reserve the right to change our
         policies, operating procedures, and prices at any time. TLA will be
         responsible for all maintenance involved in the updating of film, VHS,
         DVD, Life & Style, and book information and images at the TLA sites.
         TLA will also use their best efforts to keep the sites updated with the
         most current film, VHS, DVD, Life & Style products and book release
         information.

9.       Limited License
         TLA grants you a non-exclusive, revocable right to use the TLA Video
         icon, logo, buttons, and/or banner ads provided for linkage and such
         other images for which we grant express permission, solely for the
         purpose of identifying your site as a program participant. You may not
         modify the icon, the message or any of our images in any way. We
         reserve all of our rights in the icon, the message, any other images,
         our trade names and trademarks and all other intellectual property
         rights.

10.      Responsibility For Your Site
         You will be solely responsible for the development, operation, and
         maintenance of your site and for all materials that appear on your
         site. For example, you will be solely responsible for:

         o The technical operation of your site and all related equipment.

         o The accuracy and appropriateness of materials posted on your site.

         o Ensuring that materials posted on your site do not violate or
           infringe upon the rights of any third party (including, for example,
           copyrights, trademarks, privacy or other personal or proprietary
           rights) and for ensuring that materials posted on your site are not
           libelous or otherwise illegal.

         We disclaim all liability for these matters. Further, you hereby
         indemnify and hold TLA Video harmless from all claims, damages and
         expenses (including, without limitation, attorneys' fees) relating to
         the development, operation, maintenance and contents of your site.

         You are not permitted to send unsolicited e-mail containing
         TLAVIDEO.COM links. Affiliates sending e-mail containing links to
         TLAVIDEO.COM must make sure that all addresses on their lists have
         opted in or are existing customers, and must provide a working
         "unsubscribe" process for their mailing lists. All UCE complaints will
         be logged and TLA reserves the right to terminate the contract of any
         affiliate about whom we receive an excessive number of UCE complaints
         over a given period of time.

11.      Term of the Agreement
         The term of this Agreement will begin after receipt of the signed
         affiliate agreement. The agreement is good for one year, and will
         automatically be renewed annually under current contract terms unless
         either party terminates it in writing within thirty- (30) days from the
         end of the initial term. Commission rates are subject to change without
         notice after the renewal period. You are only eligible to earn referral
         fees on sales occurring during the term, and fees earned through the
         date of termination will remain payable only if the related product
         orders are not canceled or returned. If for any reason this Agreement
         is no longer profitable or amicable, either party in writing within
         thirty- (30) days can terminate the Agreement during the initial or
         renewal term.

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12.      Relationship of Parties
         Both you and TLA are independent contractors, and nothing in this
         Agreement will create any partnership, joint venture, agency,
         franchise, and sales representative or employment relationship between
         the parties. You will have no authority to make or accept any offers or
         representations on our behalf. You will not make any statement, whether
         on your site or otherwise, that reasonably would contradict anything in
         this section.

13.      Limitation of Liability
         TLA will not be liable for indirect, special or consequential damages,
         or any loss of revenue, profits or data, arising in connection with
         this Agreement or the program, even if we have been advised of the
         possibility of such damages. Further, our aggregate liability arising
         with respect to this Agreement and the program will not exceed the
         total referral fees paid or payable to you under this Agreement.

14.      Disclaimers
         We make no express or implied warranties or representations with
         respect to the program or any products sold through the program
         (including, without limitation, warranties of fitness, merchantability,
         non-infringement or any implied warranties arising out of a course of
         performance, dealing or trade usage). We will use our best efforts to
         maintain our site's functionality; however, technical difficulties may
         occur from time to time, which may cause temporary interruptions of
         service. We will not be liable for the consequences of any such
         interruptions.

15.      Acknowledgment
         You acknowledge that you have read this agreement and agree to all its
         terms and conditions. You understand that we may at any time (directly
         or indirectly) solicit customer referrals on terms that may differ from
         those contained in this agreement or operate web sites that are similar
         to or compete with your web site. You have independently evaluated the
         desirability of participating in the program and are not relying on any
         representation, guarantee or statement other than as set forth in this
         agreement.

16.      Miscellaneous
         This Agreement will be governed by the laws of the United States and
         the State of Pennsylvania, without reference to rules governing choice
         of laws. Any action relating to this Agreement must be brought in the
         federal or state courts located in Philadelphia, Pennsylvania and you
         irrevocably consent to the jurisdiction of such courts. You may not
         assign this Agreement, by operation of law or otherwise, without our
         prior written consent. Subject to that restriction, this Agreement will
         be binding on, inure to the benefit of and be enforceable against the
         parties and their respective successors and assigns. Our failure to
         enforce your strict performance of any provision of this Agreement will
         not constitute a waiver of our right to subsequently enforce such
         provision or any other provision of this Agreement.