I. GENERAL

1.1 By submitting the application join form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. OCN Casino and its operators will automatically become counter-party to this Agreement.

1.2 IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST NOT submit the application form.

II. DEFINITIONS

2.1 "Software" means the OCN Casino software

2.2 "Player(s)" means a person that enters the Software via your Tracker(s).

2.3 "Tracker(s)" means the unique tracking URL that we provide exclusively to you, during the term of this Agreement, through which we track your efforts and calculate your Marketing Fees.

2.4 "Banners and Text Links" means the graphical artwork, text or other promotional content that will be used to direct Players to the Software, through your Tracker.

2.5 "Purchase(s)" means funds transferred by Players to their Software account.

2.6 "Redeem(s)" means any and all funds withdrawn or cashed-out by Players from their Software account plus any Purchases reversed (or credits given) by us, in our sole discretion, to negate fraud, error, player non satisfaction or through chargebacks.

2.7 "Net Revenue" will mean the profit generated on your Tracker(s) based solely on our log files, as defined in 4.3.

2.8 "Marketing Fees" is the percentage of Net Revenue due and payable to you, at the end of each calendar month, based solely on our system's data.

2.9 "Spam" means emails and messages that are sent by you, directly or indirectly, which: 1), contain false or misleading statements; 2), do not truthfully identify the source or the originating IP Address; 3), do not contain an online and real time Remove option; or 4) are sent to unsolicited recipients.

2.10 "Fraud Traffic" means Purchases or traffic generated at the Site through illegal means or in bad faith to defraud the system, regardless of whether or not it actually causes us harm. Fraud Traffic includes but is not limited to Spam, false advertising and unauthorized use of any third party copyrights or trademarks.

III. TERMS & CONDITIONS

3.1 Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location of Banners and Text Links and any other information that we may request from time to time.

3.2 Marketing Activities. You will, at your own cost and expense, establish the casino site we send to you onto the internet, or use Banners/Text Links to the Software. We will provide you the guidelines, graphical artwork and permitted text to use in linking to the Software. To permit accurate tracking, reporting and Marketing Fee accrual, we will provide you with a unique Tracker for your use only. It is your responsibility to test that you have linked up correctly as we are not liable for your failure to link up properly.

3.3 Multiple Trackers. You may not have more than one Tracker code or membership number, unless specifically agreed by OCN Casino in writing. If you have activated more than one Tracker by submitting more than one application, then please let us know at support@ocncasino.com so we can consolidate our records.

3.4 Responsible Marketing. You will be solely responsible for your own websites and for the material appearing on them. You represent and warrant that you will not place Banners or Text Links to us on any website that contains any material which is libellous, unlawful or otherwise unsuitable. Unsuitable sites include but are not limited to websites which target persons under 18 years of age, display child pornography or other illegal acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote illegal activities and/or violate the intellectual property rights of others. Spam, in any form, will not be tolerated and is cause for immediate termination of your participation. In this event, all outstanding and future monies shall be permanently forfeited.

3.5 Good Faith Marketing. You will not knowingly or unknowingly benefit from known or suspected Fraud Traffic. Even if you did not knowingly generate the Fraud Traffic, we reserve the right to withhold the amount generated by the Fraud Traffic from your Marketing Fees, or terminate this Agreement at our discretion. This is including, but not limited to, opening an account in your own name through your own Tracker.

3.6 Intellectual Property Rights and License. During the term of this Agreement only, we grant you a terminable, non exclusive, non transferable right to use the Banners and Text Links SOLELY for connecting Players to us through your Tracker. You may not take any action that may alter our rights in our marks, render the same generic or otherwise weaken the validity and good will of our marks.

3.7 Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.

3.8 Player Information. By opening an account using the Software, Players will become our Players, and accordingly, all of our rules, policies and operating procedures will apply to them. We may in our sole discretion refuse to serve (or to close the account(s) of) any Player(s). Further, all data relating to the Players will remain our sole and exclusive property and you acquire no right to such information.

3.9 Banners and Text Links. All banners and text links relating to OCN Casino remain the sole property of OCN Casino and you must not continue to use any part thereof in the event of termination of this contract.

IV. REPORTS & PAYMENTS

4.1 Reports. We will track and report Player activities as necessary to summarize Player activity for purposes of calculating your Marketing Fees. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will be provided with remote, unique password protected, online access to the total number and amount of all Purchases and Redeems, for your Tracker on a daily and monthly basis.

4.2 Tracking. When a new Player opens an account through your Tracker, our system credits the Player to you based on a tracking system to ensure as close to 100% tracking as possible. In pursuit of state of the art systems, we may at any time change how the tracking is done as we in our sole discretion decide from time to time. Once an account is actually opened, then the account is permanently tagged with your Tracker so that all subsequent activity relating to that account will be credited to you via our database until the account is closed or this Agreement is terminated, whichever occurs first.

4.3 Marketing Fees. You will be paid for your marketing efforts based upon the agreed percentage of Net Revenues generated on your Tracker(s) per calendar month or on a CPA basis per each new depositing Player, as set forth below.

Commissions payable to you will be either:

1)  30% of net, if monthly net revenue is below $24,999 or 45% of net, if monthly net revenue is above $25,000* **(net revenue= purchases less redeems cashed out by players less processing fees less bonuses and chargebacks); or

2)  $50 per each depositing account up to 20 and $100 per each thereafter.

4.4 Time for Payment. We pay all Marketing Fees on, or near the twentieth (20th) day after the close of each calendar month, by check, Neteller, OCN Casino casino account or wire transfer as you prefer. If you prefer wire, there is a $35.00 wire fee, per wire, which will be deducted from your payments. We may in our sole discretion require that payments in excess of $1,000.00 be wired to your account. All marketing fees due and payable hereunder will be paid in United States Dollars only.

4.5 Payment Minimums. If commissions earned do not exceed one hundred dollars ($100.00 USD) in any given month, then the payment will be carried over to the following month until they exceed $100.00 USD. If the amount due for a particular pay period is negative (Redeems exceed Purchases) then the negative amount will be cancelled and zeroed out for the following pay period.

V. TERM AND TERMINATION

5.1 Term and Termination. This Agreement will take effect when you receive confirmation of acceptance of your completed application form and will be continuous unless and until either party notifies the other party, in writing, that it wishes to terminate the Agreement, in which case, the Agreement will terminate immediately. TERMINATION IS AT WILL BY EITHER PARTY.

5.2 Effect of Termination The following will apply upon the effective date of termination:

-(a) You will remove all banners and text links to our Site and/or we may disable any or all of your Trackers;

-(b) All rights and licenses given to you under this Agreement will terminate immediately;

-(c) You will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations of OCN Casino;

-(d) We may withhold Marketing Fees for up to one hundred and eighty (180) days to ensure that the correct amount is paid and that any fraud has been reversed;

-(e) If link remains open or if Players obtained through the Tracker are still allowed to play and repurchase at our Site this will not constitute a continuation or renewal of this Agreement; and

-(f) You will be entitled to only to those unpaid Marketing Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Marketing Fees with respect to Player activities made after the termination date.

-(g) If your participation is terminated due to abuse of the program, all outstanding and future monies will be forfeited.

5.3 Suspension of Trackers. In the event you breach any provision of this Agreement and/or we receive a complaint against a particular Tracker, we may in our sole discretion, disable that particular Tracker, with or without notice, temporarily or permanently. In such cases, it is our sole option to suspend or disable your links on a Tracker by Tracker basis rather than completely terminating this Agreement. The fact that we choose to leave some Trackers open does not entitle you to have all Tracker(s) operational or reactivated, nor does it entitle you to compensation for the disabled Trackers.

VI. LIABILITIES

6.1 No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE OR HARDWARE.

6.2 Billing and Collection Limitations. We may in our sole discretion, with or without notice, use any available means to block or restrict certain Players or Purchases so as to reduce the number of fraudulent, unprofitable purchases or for any reason whatsoever, including but not limited to daily or monthly purchase limits, address verification or negative and positive credit card databases. We do not guarantee or warrant the success of such fraud prevention efforts.

6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the directors, officers, employees or shareholders of OCN Casino. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).

VII. INDEPENDENT INVESTIGATION

7.1 Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING OUR SITE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

7.2 Independent Research. You understand that Internet gambling laws may vary from state to state and country to country. YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR MARKETING PROGRAM WITHOUT VIOLATING ANY APPLICABLE LAWS.

7.3 Non Exclusive. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY), ENTER INTO MARKETING TERMS WITH OTHER WEBSITES OR MARKETERS ON THE SAME OR DIFFERENT TERMS AS THOSE PROVIDED TO YOU HEREIN AND THAT SUCH OTHER WEBSITES OR MARKETERS MAY BE SIMILAR AND EVEN COMPETE WITH YOU. YOU UNDERSTAND THAT WE MAY RE DIRECT TRAFFIC AND USERS FROM OUR SITE TO ANY OTHER WEBSITE THAT WE DEEM APPROPRIATE IN OUR SOLE DISCRETION, WITHOUT ANY ADDITIONAL COMPENSATION TO YOU.

VIII. MISCELLANEOUS

8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to us at support@ocncasino.com; and, to you at the address provided on our online application form (or as subsequently updated by you to us in the event of change).

8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

8.3 Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.

8.4 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and pre-empts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof. The headings in this Agreement are for convenience only and will have no effect on the construction of this Agreement.

8.5 Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by emailing you a change notice or by posting the new Agreement on our website. Modifications may include, for example, changes in the scope of available Marketing Fees, Marketing Fee percentages, time for payment and marketing rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING POSTING OR NOTICE OF CHANGE WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.

8.6 Severability/Waiver. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

8.7 Governing Law. The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the laws of the UK.

8.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, will be settled by binding arbitration, and judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction. There will be one arbitrator, mutually agreeable to the Parties, or if the Parties cannot agree on an arbitrator, then one will be appointed by a court of competent jurisdiction. The losing Party will pay all the expenses of the arbitration, including attorneys fees.

8.9 Force Majeure. The parties' obligations under this Agreement are subject to and neither party will be liable for, failure to perform, damage, or malfunction of any equipment, or any consequences thereof occasioned by or due to fire, flood, water, the elements, labor disputes, power failures, explosions, governmental actions, unavailability of transportation, acts or omission of third-parties, or any other causes beyond the party's reasonable control.

IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by submitting the online application.

Original: 07/01/02
Modified: 03/13/05

ANY QUESTIONS REGARDING THIS AGREEMENT SHOULD BE DIRECTED TO support@ocncasino.com

Total E Soft Ltd

Suite 2, Portland House, Glacis Road, Gibraltar.