II. AFFILIATE PROGRAM

1. This Agreement contains the complete terms and conditions of your
participation in CashBreak.com's Affiliates Program ("Affiliates Program").

2. You agree to not reward visitors for registering with CashBreak.com

3. You may only use those graphic or textual images that we provide
to indicate a link to our site. We may update those images at our
discretion. You agree to substitute such images as they become available.

4. For each USA resident visitor to your site that initiates a registration with
CashBreak.com through your site, subsequently completes the registration
process, and confirms their email address, we will credit $.50 to your account. 
Visitors may only register once with CashBreak.com, regardless of whether 
they registered with CashBreak.com directly, through another Affiliate Program 
participant, or through a link on your site. Referrals of visitors from your site that 
have previously registered with CashBreak.com will not qualify for the $0.50 credit.

5. Referred visitors must remain active registered members for a
period of at least 15 days from the point of email confirmation,
otherwise CashBreak.com will deduct $0.50 from your account. Referred
visitors may have their memberships deactivated either voluntarily or
involuntarily including but not limited to the following methods: canceling
their membership; providing incorrect information at registration; opting
out of receipt of communications; and, violating any rules associated with
CashBreak.com programs or promotions from CashBreak.com.

6. For each webmaster whom you refer that directly purchases advertising 
with CashBreak.com, you will be paid 15% commissions on their initial
order and 5% on their future orders. If an advertiser purchases a smaller
advertising product than our popular $99.95 Traffic Slam ($15 Commission)
you will still be paid 15% commission on the initial order and 5% on
residual orders from that referral. In case of non-payment, credit card, 
bounced checks, chargebacks etc. CashBreak.com will deduct credited
commissions from your account.

7. CashBreak.com will track the number of visitors to your site
that (1) initially registered with CashBreak.com and (2) subsequently
completed the registration process.

8. Cashbreak.com remits affiliate checks monthly. Minimum payout is 
$50.00. All revenue generated for one month, will be sent out 30 days after 
the months end. (Example: August revenue is paid in October) If your
monthly revenue has not reached our minimum payout, your revenue will 
continue to accumulate until the minimum amount is reached.

9. CashBreak.com grants you a limited non-exclusive,
non-transferable, revocable right to (i) access our site through links;
and, (ii) to use our trademark and logo only in the forms we provide to
you, for the purpose of linking your site to our site. You have no right
to use our trademark or logo for any other purposes whatsoever. You may
not alter, edit or amend the trademarks, logos and promotional materials or
use them in any way that disparages our site or service. CashBreak.com
reserves the right to terminate this license at any time, without cause,
and without notice. CashBreak.com reserves the right to review and
monitor your site to assure that your participation of in the Affiliate
Program is in compliance with the terms and spirit of this Agreement.

10. CashBreak.com is not responsible for the development, operation,
maintenance, and contents of your site.

11. This Agreement shall begin with our acceptance of your Affiliates
Program application and your posting on your site of a link to our site.
The Agreement shall end at the will of either party, at any time, with or
without cause. Either party may terminate this Agreement by sending an
email to the other party. You are only eligible for referral fees for
registrations that are completed while this Agreement is in effect. If
your account is terminated for violating any of these rules, you will not
receive any monies due.

12. CashBreak.com in its sole discretion may modify this Agreement
at any time. CashBreak.com will attempt to notify you by email of any
changes at the address you provided to CashBreak.com at the time of your
registration with the Affiliate Program. If you are dissatisfied with any
change to this Agreement, you may chose to terminate your participation
in the Affiliate Program by email or in writing. Your continued participation
in the Affiliate Program following notice or posting of any such modification
will constitute binding acceptance of the modification. This Agreement is not
transferable or assignable without our prior written consent.
None-the-less, this Agreement will be binding on and enforceable against
your respective successors, heirs, and assigns.

13. Nothing in this Agreement creates any employment, franchise,
agency, sales representative, joint venture, or partnership relationship
between you, your site and CashBreak.com. You are an independent
contractor and you may not act or represent yourself in any way that is
contradictory. Under no circumstances may you bind or act in any way on
behalf of CashBreak.com without written authorization.

14. CashBreak.com makes no express or implied warranties or
representations with respect to the Affiliate Program. From time to time,
CashBreak.com communicates with its registered users through newsletters
which may contain advertisements. CashBreak.com makes no express or
implied warranties or representations with respect to products sold in
connection with such third party advertisements. You waive all claims
against CashBreak.com in connection with your use of CashBreak.com's
trademarks and logo and your participation in the Affiliates Program.

15. CashBreak.com makes no representation and no assurances that our
Web site will be uninterrupted or error free. CashBreak.com is not
responsible for any problem or technical malfunction of any computer online
system, servers, equipment or software, telephone network or lines, failure
to receive any email or entry due to technical problems with the Internet
or any Web site, Internet service provider, telephone lines or combination
thereof, or any problem or technical malfunction due to weather or acts of
god. We will not be liable for the consequences of any interruptions or
errors. We will not be liable for any loss of revenue, profits or data or
other damages arising from your participation in the Affiliates Program.
CashBreak.com cannot be liable for any claims alleged or brought for any
total exceeding the amount of referral fees payable to you under this
Agreement.

16. You agree not to use unsolicited email, message board postings on
third party Web sites, news groups, spam or other similar methods of mass
messaging to gather referral bonuses. Failure to follow this policy may
expose you to state and federal penalties and other legal consequences
under applicable law.

17. You represent and warrant to CashBreak.com that you are of the
age of majority in the jurisdiction in which you reside and that this
Agreement is valid, binding, and enforceable against you in accordance with
its terms.

18. You agree to indemnify, hold harmless and defend CashBreak.com
and its directors, officers, employees and agents from and against any
action, claim, demand or liability, including reasonable attorney's fees,
if such action is based upon: (i) any allegation that you have violated or
infringed a third person's copyright or trademark right, or misappropriated
a third person's trade secret; (ii) you have committed any gross negligence
or willful misconduct; or, (iii) you have used spam or any other improper
means of promotion. CashBreak.com shall have the right to participate in
the defense of any such claim through counsel of its own choosing.

19. You acknowledge that you have read this Agreement in its entirety
and agree to all its terms and conditions.

20. This Agreement shall be governed by the laws of the United States
and the State of Florida without reference to conflicts of laws. You agree
to bring any action relating to this Agreement to a state or federal court
located in Boca Raton, Florida.

21. CashBreak.com's failure to enforce any term or condition of this
Agreement shall not constitute a waiver of any claim arising out of a
breach of this Agreement or of CashBreak.com's right to enforce any
provision of this Agreement.

22. Any reference made in these rules to CashBreak.com, shall be
deemed to have been made to Opt-in Resources.com, Inc., its subsidiaries,
successors, assignees, as well as any company that controls Opt-in
Resources.com, Inc., directly or indirectly, and any other subsidiary of
that controlling company.