This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between, Horseprofits.com and the individual or organization (the "Affiliate") participating in any of Horseprofits.com's Affiliate Programs (the "Program")

Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between both parties.

1. Enrollment in the Affiliate Network

To begin the enrollment process, you must submit a properly completed Program application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that Your Site is unsuitable for the Program for any reason, including, but not limited to, inclusion of content on your Web site that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct.

In this regard, you understand that we reserve the right to conclude that Your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as Your Site. You also understand that if we accept your application, such acceptance shall not imply that Your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.

Horseprofits.com accepts applications from the USA and CAN. All other countries will be evaluated closely and reviewed on a case by case basis.

2. Promotion of Our Affiliate Relationship

In the event of your acceptance to the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by Horseprofits.com which shall all link to program sites (collectively referred to hereinafter as a "Link"), which you may display on your Web site, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. All Affiliate Web sites shall display the Links prominently throughout such sites. If during the term of this Agreement you wish to place the Links on Web sites other than the Web sites which you have previously reported to Horseprofits.com and which Horseprofits.com have approved ("Alternative Sites"), you shall be obligated to request and receive Horseprofits.com's permission for the placement of the Links on Alternative Sites. You may not modify a Link, unless you have received prior written consent from Horseprofits.com to do so. We have the right, in our sole discretion, to monitor your Web site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. Further, the use of the Links is the only method by which you may advertise our sites. You may not advertise our sites in any other way including, without limitation, the use of spam e-mails. In the event that you desire to offer certain incentives to potential Real New Players you are required to receive our prior written approval for such incentives prior to your commencement of such activity and in the event that you do not receive such approval and offer such incentives, you shall not be permitted to receive any commissions generated on account of Real New Players who have become such in connection with the unapproved incentives.

3. Email Spam Policies

As an affiliate of Horseprofits.com, you agree to comply with the requirements of the CAN-SPAM Act of 2003 (the .Act.) in its distribution of email that contains messaging regarding Horseprofits.com. More specifically, email that meets this criteria:

• May only be sent to recipients who have expressly agreed directly with Affiliate, in advance, to receive such communications from the Affiliate.
• Must clearly and conspicuously identify that the message is an advertisement or solicitation, unless recipient has given prior affirmative consent to receipt of the message. Affirmative consent means that the recipient expressly consented to receive the message either in response to a clear and conspicuous request for such consent or at the recipient's own initiative.
• Must clearly and conspicuously notify the recipient of the opportunity to decline to receive further commercial email from the Affiliate.
• Must provide a valid physical postal address of Affiliate.
• Must provide a functioning return email address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the commercial email, a reply email or other Internet-based mechanism a request not to receive future commercial email from Affiliate. The return address or Internet-based mechanism must be capable of receiving such messages for at least thirty (30) days after the transmission of the original message. Affiliate may not send subsequent commercial emails more than ten (10) business days after the recipient's request not to receive further emails has been received (unless there is a subsequent affirmative consent by the recipient to receive such emails.) Once Affiliate receives such a request, Affiliate may not sell, lease, exchange or otherwise transfer or release the email address of the recipient.
• May not contain materially false or materially misleading header information, or deceptive subject heading.
• May not contain sexually oriented material.

In addition, before distribution of email that contains messaging regarding Horseprofits.com, Affiliate agrees (1) to send the email addresses of all intended recipients of such email to Horseprofits.com, or a third-party designated by Horseprofits.com, so that Horseprofits.com may identify those individuals who have notified Horseprofits.com or any of its hosted brands, that they do not want to receive emails from or about Horseprofits.com, and (2) to suppress the email addresses of those individuals, as identified by Horseprofits.com

Affiliates may not initiate or assist in the transmission of commercial email using an email address: (1) that was collected through automated means, from a third party web site in violation of that third party's posted privacy policy, or (2) that was generated through automated means by combining names, letters or numbers into numerous permutations. Affiliates may not conduct fraudulent activities related to electronic mail, including but not limited to the material falsification of header or transmission information, the unauthorized use of someone else's computer to send bulk commercial email, and the registration of an email account that materially falsifies the identity of the actual registrant.

Upon Horseprofits.com’s request, the Affiliate shall provide Horseprofits.com with documentation demonstrating that the recipients consented to receive the email at issue.

In addition, in the event of a breach of this Email/Spam Agreement by the Affiliate and/or a third party or licensee, in addition to all other remedies available to it, Horseprofits.com or any of its hosted brands, shall have the right to refuse to make payments to Affiliate and remove the affiliate from the program as a result of Affiliate's efforts promoting Horseprofits.com or any of its hosted brands, which efforts cannot be verified by the Affiliate as having complied with the terms and conditions of this Emai/Spam Agreement.

Affiliate agrees to indemnify, defend and hold Horseprofits.com or any of its hosted brands harmless from any cost, expense or liability arising out of any breach or alleged breach of your obligations under this Email/Spam Agreement.

4. Our Responsibilities

We will be responsible for providing all information necessary to allow you to make appropriate Links from Your Site to our sites. We will track the number of Real New Players. A "Real New Player" is defined as a new user without a prior account with Horseprofits.com's programs (which includes an account with any of the entities operated by Horseprofits.com) who accesses our site through the Links placed on your Web site, opens a new user account and makes the required minimum deposit in such account. Neither you nor your relatives are eligible to become Real New Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.

5. Referral Fees

a. Subject to clause (b) below, we will pay you referral fees only on US and Canadian sign ups with depositing of funds to any of the entities operated by Horseprofits.com to third parties. Your entitlement to a referral fee will accrue only if the customer (I) accesses our sites through the use of an authorized Link on Your Site; (II) before exiting our sites registers and or deposits funds into the registered account(s) using our Registration and/or deposit methods (III) wagers at least $25 in sports or casino at the designated entity. We will not, however, pay referral fees on any services that a customer purchases after the customer has reentered the site (other than through an authorized Link from Your Site), even if the customer previously followed a Link from Your Site to Our Site or if the account is deemed to be abusing bonuses or credit card privileges in ANY way.
Note: Sign ups have a join display delay of up to one minute.

b. If required minimum deposit is generated at any time within a calendar month, you will be paid at the end of that applicable month. Subject to Article 13 below, no payments will be accrued and paid on any other following months.

Horseprofits.com's measurements and calculations in relation to the number of Real New Players and the relevant Gross Revenue figures shall be the sole and authoritative tool, such measurements and calculations shall not be open to review or appeal. Please be aware that 100% of all bonuses awarded to your visitors will be subtracted from your net earnings at the end of the month prior to paying out commissions. We shall make the number of Real New Players and the relevant Gross Revenue figures available to you through our Affiliate Program information site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our sites are properly formatted throughout the term of this Agreement.

6. Commissions

Depending on which payment scheme you choose to participate in, Horseprofits.com will pay you either:

• 20% of initial deposit
• Up to 35% net losses scaled
  
  

  Commission Level Revenue Level 25% up to $15,000 30% $15,001-$30,000 35% $30,001-

• Fixed CPA (On approval by Management)
  
  

  CPA Level Requirements $70 CPA Min. Initial Deposit $35 $100 CPA Min. Initial Deposit $50

For these purposes the term "net losses" shall mean the sum total of all of a Real New Player's volume, less the winnings of a Real New Player, less any credits, bonus or promotional amounts given to a Real New Player, less any chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Real New Player by Horseprofits.com to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Real New Player. Horseprofits.com Affiliates will withhold payment if in a calendar month the number of new funded customers referred by the Affiliate is equal to 0 (zero). We hereby retain the right to convert the commissions to be paid to you hereunder from a per Real New Player basis to the Gross Revenue share scheme, as we shall see fit.

Negative balances DO carry over, however, forgiveness of negative balances, in part or in whole, can be applied for by contacting management. The decision of managemant is final.

All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month, unless frequency specified otherwise. Horseprofits.com shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $250USD (the "Minimum Amount" as of Mar 7, 2007, subject to change), Horseprofits.com shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. Horseprofits.com retains the right to review all commissions for possible fraud, where such fraud may be on the part of the Real New Player or on your part, for example money laundering. Any incidence of fraud on your part constitutes a breach of this Agreement, and Horseprofits.com retains full authority to terminate this Agreement immediately in the event of such breach.

Further, in the event that Horseprofits.com deems that fraud has occurred, either on your part or on the part of a Real New Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and Horseprofits.com shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

WARNING: If we suspect affiliates to be signing up internally numerous accounts for the purpose of defrauding Horseprofits.com, we shall not pay the relevant bonuses and we will terminate the Affiliate Agreement immediately.

7. Reports of Sales

You will use your pre-selected username and password and have the ability to enter a password-protected web site to receive your sales statistics on a daily basis.

8. Licenses and Use of the Horseprofits.com Logos and Trademarks

a. We grant you a non-exclusive, non-transferable, revocable right (I) to access our sites through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to our sites so users of Your Site can subscribe to Horseprofits.com or any of the entities operated by Horseprofits.com. You may not alter, modify or change the Licensed Materials in any way.

b. Other than establishing a Link from Your Site to our sites, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, by giving you written notice.

9. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.

10. Obligations Regarding Your Web Site

You will be solely responsible for the technical operation of your Web site and the accuracy and appropriateness of materials posted on your Web site. You agree that your Web site will not, in any way, copy or resemble the look and feel of Our Site nor will you create the impression that your Web site is Our Site or any part of Our Site. You also agree that your Web site will not contain any content of Our Site or any materials which are proprietary to Horseprofits.com, except (i) with our prior permission, or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold Horseprofits.com harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Web site or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on Horseprofits.com and has the potential to cause substantial damage to Horseprofits.com's reputation and goodwill and that you shall at all times consider the goodwill and reputation of Horseprofits.com and Horseprofits.com's name.

You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.

11. Term of this Agreement and Termination

The term of this Agreement will begin when you complete the sign-up procedure and create a unique link to our sites and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, WITH OR WITHOUT REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

11.1 Consequences

Upon termination you must remove all of our banners/icons from your site(s) and disable all links from your site(s) to ours. All rights and licenses given to you in this Agreement shall immediately terminate. You will return to us any confidential information and all copies of it in your possession, custody and control and will cease all uses of our Marks.

11.2 Commissions

If under a CPA scheme, you will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.

If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination. When enrolled under a net revenue scheme you may be able to collect earnings from our program up to 6 months after the date of termination.

We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification

We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. You will be notified by email and a change notice will be posted on Our Site. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 14; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation in the Program following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.

13. Continued Promotion

You shall use your best efforts to incorporate and display the correct and most up-to-date links provided by us on your website, newsletter, or any method of marketing, in a manner and location agreed by us. You shall not alter the form or operation of the links without our prior written consent.

14. Relationship of Parties

You and Horseprofits and any of the entities it represents are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, 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 Article.

15. Representations and Warranties

Except as otherwise stated in this Article 16, we make no express or implied warranties or representations with respect to the Program or any Horseprofits Services sold through the Program (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of course of performance, dealing or trade usage). In addition, we make no representation that the operation of Our Site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

Each of us (the "Warrantor") hereby represent and warrant to the other party as follows:

a. This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms.

b. The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment or decree applicable to or binding upon the Warrantor's assets, (iii) any provision of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to or binding upon the Warrantor's assets.

c. No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby.

d. There is no pending or, to the best of the Warrantor's knowledge, threatened claim, action, or proceeding against Warrantor with respect to the execution, delivery or consummation of this Agreement, or with respect to the Warrantor's trademarks, and, to the best of the Warrantor's knowledge, there is no basis for any such claim, action, or proceeding.

You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

16. Confidentiality

During the term of this Agreement, you may be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, Referral Commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or outside parties unless you have our prior written consent and that you will use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.

17. Limitation of Liability.

We 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 Affiliate 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 Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

18. Indemnification

You hereby agree to indemnify and hold harmless Horseprofits.com, the entities it represents and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.

19. Notification

All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the Costa Rica mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

Fincorp FP SA, ATTN: SJO3364, PO Box 025216,Miami, FL 33102-5216

All notices to you in connection with this Agreement shall be deemed given as of the day they are dispatched either by messenger, delivery service or in the Costa Rican mails, postage prepaid, certified or registered, return receipt requested.

20. Independent Investigation

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 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.

21. Construction

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 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 a provision or any other provision of this Agreement.

22. Governing Law

This Agreement will be governed by the laws of Costa Rica, 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 Costa Rica, and you irrevocably consent to the personal and subject matter 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.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.