Before entering into the "Reseller Program", you must read and agree with all of the terms and conditions set out below.

The document below (referred to as the "Agreement") contains all of the terms and conditions which apply between the applicant (referred to in the Agreement as "Reseller" or "you", "your", "yours", etc.) and The Hall of Fame Casino (a wholly own subsidiary of Isis Enterprises Inc., a company with offices located at St. John's, Antigua, West Indies). Once you have read the Agreement and agree with the terms contained in it, click the "I agree" button at the bottom of the page. This will take you to the Reseller Registration Form. Once you have completed and submitted the form, your application will be reviewed by us and, upon acceptance, you will automatically be enrolled in the Reseller Program. We reserve the right to reject or cancel applications at our sole discretion including, without limitation, applications from sites that promote illegal activities, violence, or discrimination based on race, sex, religion, nationality or disability.

1. TERM

1.1 The term of this Agreement shall begin on the date that our application is approved and, unless specifically terminated, this Agreement shall be in effect for a period of one (1) year. Additional one year extensions are available at Reseller's option provided that Reseller shall have no fewer than twenty five (25) active Customers at the end of the first year and fifty (50) active Customers at the end of the second year and provided that continuously during each succeeding year Reseller shall b e entitled to receive remittances in each reporting period of not less than one hundred U.S. dollars ($100.00 U.S.) Reseller shall exercise the option in writing or by e-mail and shall deliver same to The Hall of Fame Casino no later than forty-five (45) day s prior to the expiration of the term or any extension thereto.

2. RESELLER'S OBLIGATIONS

2.1 Reseller shall:

1. Set up its website pages with encoded links to The Hall of Fame Casino website;
2. Display a banner and logo (as provided by The Hall of Fame Casino) on its website through which users can access the encoded links to The Hall of Fame Casino;
3. Engage only in advertising, marketing and promotional efforts which do not violate any law and which reflect positively upon the business and reputation of The Hall of Fame Casino and to indemnify, defend and hold The Hall of Fame Casino harmless against any and all claims asserted against The Hall of Fame Casino by reason of Reseller's marketing and promotional efforts or other activities connected with this Agreement;
4. Bear all costs and expenses incurred in connection with its advertising, marketing and promotion of the Services.

3. OBLIGATIONS OF The Hall of Fame Casino

3.1 The Hall of Fame Casino will provide access to its website for Customers (as hereinafter defined) and will provide Customers with the Services. "Services" shall be defined to include, from time to time, some or all of the following:

1. Sports book wagering;
2. Casino style games;
3. Lottery ticket distribution;
4. Horse racing;
5. Credit card authorization;
6. Fraud control; and
7. Deposits to and withdrawals from the Customer's account on a timely basis and at the request of the Customer.

3.2 For the purposes of this Agreement, "Customers" shall be defined to be users of the Services who during any 'visit' to The Hall of Fame Casino website occasioned by the immediately prior use of the encoded link with Reseller's website:

1. download the software necessary to access and use the Services; and
2. fill out registration forms and open and make deposits to an account with The Hall of Fame Casino.

3.3 Subject to the terms and conditions contained in this Agreement, The Hall of Fame Casino shall remit to Reseller Twenty-five (25) percent of the "Net Revenue" (as hereinafter defined) arising from the Customers use of the Services.

3.4 Net Revenue shall be defined to mean the total amount wagered by Customers in the casino and sportsbook plus the total sales of lottery tickets less the total amount paid out as winnings in the casino and sportsbook less the cost of purchasing lottery tickets and less all applicable merchant or banking transaction fees.

3.5 The Hall of Fame Casino shall be entitled from time to time to distribute to Customers the specialized casino and gaming software on compact disc format which enables enhanced access to the Services (the "CD Software").

3.6 The actual content of the Services and the parties or entities delivering same shall be determined at the sole discretion of The Hall of Fame Casino and may be upgraded, downgraded, added to or amended from time to time as The Hall of Fame Casino deems appropriate.

4. ACCOUNTING

4.1 The Hall of Fame Casino shall provide Reseller with accounting statements which specify the gross revenues received by The Hall of Fame Casino with respect to the Customers for the reporting period ("Statements"). Such Statements shall be accompanied by a remittance to the Reseller in the amount specified on such Statement. The Statements and remittances will be provided to Reseller not later than the 20th day of the month following the reporting period reflected in the Statement.

4.2 The Hall of Fame Casino reserves the right to include adjustments in the Statements from time to time to reflect overpayments, customer chargebacks, bank chargebacks, credits, underpayments or other adjustments deemed necessary or appropriate by The Hall of Fame Casino using proper accounting standards appropriate in the industry.

4.3 The Hall of Fame Casino shall hold back Ten (10%) percent of each remittance due to Reseller under each Statement. Such holdback shall be retained by The Hall of Fame Casino for a period of ninety (90) days after which (and subject to the adjustments referred to in 4.2 above) the balance shall be remitted to Reseller with the next Statement.

4.4 Statements shall be deemed to be conclusive and binding on Reseller if not challenged in writing within three (3) months of the date of such Statement.

5. PROPRIETARY RIGHTS

5.1 Reseller acknowledges and agrees that the CD Software and Services are the proprietary property of The Hall of Fame Casino and that they embody substantial creative rights, confidential and proprietary information, copyrights, trademarks and trade secrets, all of which are and remain the exclusive property of The Hall of Fame Casino and/or its licensor. Reseller agrees to include such proprietary rights notices, markings or legends on and any advertisements or promotional materials for the CD Software and Services as The Hall of Fame Casino shall reasonably require from time to time. The notices shall be as small as possible while still remaining legible to the average viewer.

5.2 Reseller agrees that it shall not under any circumstances reverse engineer, disassemble, de-compile, or otherwise attempt to render source code information from the CD Software or the Services or to reproduce the CD Software or Services without the specific written authorization of The Hall of Fame Casino in each such instance.

5.3 Reseller agrees that the only right it has in relation to Customers is the right to receive its proportionate share of Net Revenue.

5.4 Reseller agrees that this Agreement grants limited rights to the Reseller and that all rights and licenses not expressly granted herein are reserved to The Hall of Fame Casino.

5.5 Reseller agrees that it has not paid consideration for and covenants not to make unauthorized use of The Hall of Fame Casino' or its licensor's trademarks, logos, copyrights, trade names or Customer information and Reseller agrees that nothing contained in this Agreement shall give Reseller any right, title or interest of any nature whatsoever in or to any of the within.

6. ASSIGNMENT

6.1 This Agreement and the rights and duties hereunder may not be assigned or transferred, either in whole or in any part by Reseller without the express prior written consent of The Hall of Fame Casino.

7. SEVERABILITY

7.1 If it is determined by a court of competent jurisdiction that any provision contained in this Agreement is illegal or unenforceable, such determination shall solely affect such illegal or unenforceable provision and shall not affect the validity or enforceability or the remaining provisions of this Agreement.

8. NOTICES

8.1 Except as otherwise provided herein, all notices, payments, or any other communications provided for herein shall be in writing or e-mailed and shall be given by e-mail or personal delivery, or by mail, certified or registered, postage prepaid, return receipt requested, sent to the other party to this Agreement to whom it is given at the address set forth below, or such other address as either party to this Agreement may direct by notice given in accordance with the provisions of this Section. All notices shall be deemed effective upon personal delivery, or seven (7) days following deposit in the mail, or three (3) days following delivery through electronic mail (e-mail):

TO: The Hall of Fame Casino TO: Reseller at the address Attention: Customer Relations set forth in the Reseller 425 Carroll Street, Registration Form. Mezzanine Level Vancouver, BC V6B 6E3 OR E-mail: [email protected]

9. TERMINATION

9.1 Notwithstanding any other provision of this Agreement, The Hall of Fame Casino shall be entitled to terminate this Agreement if Reseller is in breach hereof or fails to generate a minimum of One Hundred (100) new Customers in any given month for the first five (5) months and Two Hundred Fifty (250) new Customers in any given month thereafter.

9.2 Upon termination of this Agreement by either party, the balance in the Reseller's account less US $100.00 processing fee shall be remitted to the Reseller following the appropriate holdback period.