GameColony.com ("GC") desires to provide its selection of multi-player games as an offering on your online site (via co-branding) and/or display GC advertising on your site for the purpose of generating & sharing tournament commissions to be derived from your players playing on GC Network, as described herein.

Net Gaming Commissions are to be shared between the parties as follows: GC – 80% and You – 20%. "Gaming Commissions" describe all revenues generated exclusively in connection with Your Money-Player Referrals as your referred players participate in revenue generating gaming activities provided by GC through the co-branded interface, minus any credit card related charge-backs for a period of 3 years. "Your Money-Player Referrals" means all your members who are introduced to GC by or through you or your portal.

It is understood that the GC Gaming Commission schedule is currently as follows:

Peer-to-peer games (one-on-one "Mini-Tourneys"):

-- 10% based of the total amount of winnings of any player(s) (the "Total Prize-pot"),

if entry-fees range from $0.50 to $15;

-- 5% based on the Total Prize-pot, if entry-fees range from $20 to $100; and

-- 4% based on the Total Prize-pot, if entry-fees range from $125 to $200; and

Multi-player Tournaments ("Multi-player Tournament" is defined as a competitive event with 3+ players):

-- 15% fee, based on the Total Prize-pot collected, less the independent tournament director ("TD") compensation.

GC agrees that as Net Gaming Commissions are generated by your Money-Player Referrals, GC shall instantly deposit your resulting share into your private GC account that can be swept to a private PayPal account by You on a monthly basis by a cash-out option, at your request, via a cash-out link in ‘Manage Account’.

From the 80% portion of the Revenue Split, GC shall absorb all staffing costs, expenses and other overhead associated with delivering the GC gaming services to you. GC will also handle all of the credit card processing, database management and administer the payment of prizes to all users. GC will absorb all the associated discount rates and transaction fees associated with credit card processing.

You are free to promote the GC service in all manner of offerings from e-mail, direct mail, banner

campaigns, affiliate solicitation and distribution, print and television advertising, and other methodologies not specifically spelled out herein provided that you never promote the GC service as or to gambling, adult or hacker sites or utilize 'SPAM' techniques. Any such promotion shall constitute an immediate breach of this agreement.

REGISTRATIONS/CONFIDENTIALITY

GC agrees to share the list of registered players received from you only with you, and not with any other 3-rd party.

GC hereby grants you a non-transferable, royalty-free (except as provided herein), limited and non-exclusive license to use, publicly display, transmit, distribute and reproduce, but not sublicense, lease, rent or reverse engineer, the Content during the Term solely for the purposes and in the manner described herein. In addition, subject to the terms and conditions of this Agreement, you hereby grant GC, and GC hereby grants you, the right to reproduce and display the other's logos, trademarks, trade names and other similar identifying material during the Term solely for the purposes described herein.

Each party has the right to enter into this Agreement and to grant the licenses provided herein. Each party represents and warrants that neither its Internet site nor any elements or parts thereof (other than content placed on such site by a third party, of which the site owner does not have actual knowledge) will violate or infringe any U.S. federal, state or local law or the patent, copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any person, nor will same constitute a libel or defamation of any person or entity. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.

Each party agrees to indemnify and hold harmless the other party and other party's officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach of any warranty, representation, covenant or agreement made by the indemnifying party in this Agreement. The foregoing indemnity is conditioned upon: prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; complete control of the defense and settlement thereof by the indemnifying party; and such reasonable cooperation by the indemnified party, at the indemnifying parties expense, in the defense of such claim as the indemnifying party may request.

You shall have the right to terminate this agreement upon written notice to GC and shall then remove the GC frames or banners from your site. Notwithstanding the above, GC shall continue to make revenue payments for a period of 3 years from the moment of each referred player registration for those players gained from you through this agreement while the players remain active in the GC system. Notwithstanding the above, either party may terminate this Agreement (i) if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business; (ii) upon the occurrence of a material breach of a material provision by the other party if such breach is not cured within thirty (30) days after written notice is given to the breaching party identifying the matter constituting the material breach; or (iii) by mutual consent of the parties.