EXHIBIT 10.9
CONTRACT
THIS AGREEMENT IS DATED FOR REFERENCE the 18th day of February, 1999
(hereinafter referred to as the "Agreement").
BETWEEN:
QUAD-LINQ SOFTWARE INC., a British Columbia company with a place of
business and postal address at #▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter referred to as "QUAD-LINQ")
AND:
BEAGLE VENTURES RESOURCES MANAGEMENT, INC., a State of Nevada, USA
company with a place of business and postal address at #▇▇▇▇-▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter referred to
as the "Client")
WHEREAS:
A. QUAD-LINQ is a corporation providing services relating to the design and
development of software programs and systems;
B. The Client wishes to hire QUAD-LINQ as a contractor for the purpose of
providing the services set out in Schedule "A" to this Agreement
(hereinafter referred to as "Schedule A");
THEREFORE, in consideration of the mutual promises contained in this
agreement, QUAD-LINQ and the Client agree as follows:
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THERE ARE SCHEDULES ATTACHED TO AND FORMING PART OF THIS AGREEMENT
GENERAL
1. QUAD-LINQ's authorized representative is ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, who has full
authority to act as agent of QUAD-LINQ in all matters pertaining to this
agreement.
2. The Client's authorized representative is ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Client's
Representative").
3. The Client's Representative has full authority to act as agent of the
Client in all matters pertaining to this Agreement.
EMPLOYMENT RELATIONSHIP
4. QUAD-LINQ is an independent contractor and is not an employee of the Client
and is therefore not entitled to any benefits or payments other than as set
out in this Agreement and Schedule C to this Agreement.
SERVICES PROVIDED
5. QUAD-LINQ will provide services to the Client according to the terms set
out in Schedule A.
6. If a change to this Agreement or its schedule(s) is required by QUAD-LINQ
or the Client after this Agreement has been executed, any such change must
be in writing and signed by QUAD-LINQ and the Client (hereinafter referred
to as the "Parties") in order to be binding on either or both of the
Parties.
7. The services provided by QUAD-LINQ under this Agreement are subject to
review by the Client according to the terms and on the dates specified in
Review Schedule to this Agreement (hereinafter referred to as "Schedule
B").
PAYMENT FOR SERVICES PROVIDED
8. QUAD-LINQ's fee (the "Fee") and Payment Schedule, for providing the
services set out in Schedule A, are set out in Schedule "C" to this
Agreement (hereinafter referred to as "Schedule C").
9. QUAD-LINQ may submit interim statements of account for services rendered to
the Client from time to time for payment by the Client.
10. The Client shall pay the Fee to QUAD-LINQ on the terms set out in this
Agreement and in Schedule C.
11. QUAD-LINQ may incur certain expenses (hereinafter referred to as the
"Disbursements") in carrying out this Agreement and in providing the
services as set out in Schedule A. Upon QUAD-LINQ providing the Client with
a statement
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THERE ARE SCHEDULES ATTACHED TO AND FORMING PART OF THIS AGREEMENT
of the Disbursements, the Client shall pay QUAD-LINQ for those
Disbursements notwithstanding that the Disbursements may not be disclosed
in Schedule A or in Schedule C.
CONFLICT OF INTEREST
12. QUAD-LINQ represents that it has made every reasonable effort to ascertain
that it may perform the services set out in Schedule A without placing
itself in a situation of conflict of interest. If a situation arises or new
facts become evident which, in the opinion of QUAD-LINQ, places QUAD-LINQ
in a conflict of interest should it perform the services set out in
Schedule A then QUAD-LINQ may, upon notice to the Client, terminate this
Agreement (hereinafter referred to as a "Conflict Termination"). If there
is a Conflict Termination, the Client shall pay QUAD-LINQ for services
rendered up to the time when the conflict of interest arose or was
discovered. In either case, the Client shall also pay QUAD-LINQ for any
Disbursements incurred by QUAD-LINQ to the date of Conflict Termination.
ASSIGNMENT OF AGREEMENT/EMPLOYMENT OF SUB-CONTRACTORS
13. QUAD-LINQ may not assign the whole of this Agreement except with the
Client's written consent.
14. Notwithstanding the foregoing, QUAD-LINQ may hire any person, firm, or
corporation as subcontractor to perform any or all of the services set out
in Schedule A.
ACKNOWLEDGEMENT OF DEVELOPER
15. QUAD-LINQ will be recognized on the introduction of the software as the
original developer and Client will be recognized for any modifications
developed by their organization.
PROPERTY IN MATERIALS AND PROGRAMS
16. If, in the course of providing the services set out in Schedule A,
QUAD-LINQ develops or produces any programs, resources, images, procedures,
manuals or other materials (hereinafter referred to as the "Resources") for
the use of the Client, the property and all rights to the contents and form
of the Resources become and remain the property of Client.
CONFIDENTIALITY, ACCESS TO CLIENT DOCUMENTS AND INFORMATION
17. The Client shall provide all information and copies of documents which may
be reasonably necessary for QUAD-LINQ (or its assignee or sub-contractor)
to be able to provide the services as set out in Schedule A.
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18. QUAD-LINQ shall take all reasonable precautions to ensure that no
information or documents provided to QUAD-LINQ (or its assignee or
sub-contractor) by the Client shall be made public or shall be provided to
any person by any means unless specifically authorized in writing by the
Client.
TERMINATION BY QUAD-LINQ
20. QUAD-LINQ may terminate this Agreement if:
a. completion or continuation of this Agreement would place QUAD-LINQ or
its employees, assignees or sub-contractors, in a position of conflict
of interest which was not consented to by the parties whose interests
might be compromised; or
b. the Client has failed to pay QUAD-LINQ's statements of account when
due; or
c. the Client has not provided information, documents or participation
reasonably required by QUAD-LINQ to perform the services set out in
Schedule A.
If QUAD-LINQ terminates this Agreement for the reasons set out in (b) or (c)
above, the Client shall pay QUAD-LINQ the entire amount due to QUAD-LINQ
(notwithstanding that QUAD-LINQ has not completed the services set out in
Schedule A) pursuant to the Payment Schedule which amount shall become
immediately due and payable.
TERMINATION BY THE CLIENT
21. The Client may terminate this Agreement:
a. at any time and without cause upon 10 days written notice to QUAD-LINQ
if QUAD-LINQ or its employees, assignees or sub-contractors
unreasonably fails to perform the services set out in Schedule A upon
payment of the Disbursements incurred by QUAD-LINQ (or its assignee or
sub-contractor) including any amounts owing by QUAD-LINQ to its
assignee or sub-contractor.
b. at the time of any scheduled review as set out in Schedule B, if the
services provided by QUAD-LINQ at that time do not reasonably satisfy
the criteria set out in the Schedule B and provided that the Client
shall pay QUAD-LINQ for all services rendered and Disbursements
incurred up to that time.
c. at any time, with 10 days written notice to QUAD-LINQ, if the subject
matter of the services set out in Schedule A ceases to exist and upon
payment of:
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THERE ARE SCHEDULES ATTACHED TO AND FORMING PART OF THIS AGREEMENT
i. QUAD-LINQ's Disbursements incurred to the date of termination;
and
ii. QUAD-LINQ's fee (including applicable taxes) for services
provided to the date of termination; and
iii. payment to QUAD-LINQ of an amount equal to 50% of the fee which
QUAD-LINQ would have been entitled to charge for the services
remaining to be performed as set out in Schedule A.
AGENCY RELATIONSHIP BETWEEN THE PARTIES
22. QUAD-LINQ, its shareholders, directors, agents, employees, and assignees
are the agents of the Client in all matters pertaining to the carrying out
of this Agreement.
INDEMNITY
23. The Client agrees that the Client shall indemnify and save harmless
QUAD-LINQ and its shareholders, directors, agents, employees, and assignees
from all actions and claims against QUAD-LINQ or its shareholders,
directors, agents, employees, and assignees arising from the performance of
this Agreement or use of the Resources.
24. With respect to any action in defamation arising from the performance of
this Agreement or use of the Resources, the Client shall be deemed to have
published all reports, memoranda, recommendations and oral statements in
connection with the subject matter of this Agreement and all other matters
reasonably arising from the subject matter of the services set out in
Schedule A to this Agreement.
WARRANTIES
25. QUAD-LINQ makes no warranties or conditions, express or implied, and there
are expressly excluded all implied or statutory warranties or conditions of
merchantability or fitness for a particular purpose and those arising by
statute or otherwise in law or from a course of dealing or usage of trade.
Any stated express warranties are in lieu of all liabilities or obligations
for damages arising out of or in connection with the delivery, use,
performance or licensing of the Resources or in connection with any
services performed under this Agreement.
LIMITATION OF LIABILITY
26. QUAD-LINQ will only be liable for work done directly by QUAD-LINQ or its
employees. QUAD-LINQ will not be liable for any consequences which are the
direct or indirect result of any unauthorized work performed by anyone not
an employee of QUAD-LINQ.
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27. In no event whatsoever will QUAD-LINQ be liable for indirect,
consequential, exemplary, incidental, special or other similar damages,
including but not limited to lost profits, lost business revenue, failure
to realize expected savings, other commercial or economic loss of any kind
or any claim against the Client by any other party arising out of or in
connection with the delivery, use, performance or licensing of the
Resources or in connection with any services performed under this Agreement
or any breach of this Agreement, even if the Client has been advised of the
possibility of such damages.
CHOICE OF LAW
28. The laws of the Province of British Columbia shall govern this Agreement
and any disputes arising from this Agreement.
DISPUTE RESOLUTION
29. All disputes arising out of or in connection with this Agreement, or in
respect of any defined legal relationship associated therewith or derived
therefrom, shall be referred to and finally resolved by arbitration
administered by the British Columbia International Commercial Arbitration
Centre ("BCICAC") pursuant to its rules, or if the Parties otherwise agree,
by any other arbitrator and pursuant to rules as agreed upon.
30. If the Parties agree not to have their dispute arbitrated by the BCICAC,
then any legal action with respect to this Agreement shall be commenced at
a court registry and be heard by a court within the City of Vancouver.
SUCCESSORS AND ASSIGNS
31. This Agreement shall enure to the benefit and be binding upon QUAD-LINQ and
Client and their respective heirs, executors, administrators, successors
and assigns. "Successors" include any corporation resulting from the
amalgamation of a corporation with any other corporation.
ENTIRE AGREEMENT
32. This Agreement, including the Schedules attached hereto, comprise the
entire Agreement between QUAD-LINQ and the Client.
EFFECTIVE DATE
33. This Agreement comes into force on the date on which it is signed by
QUAD-LINQ or by the Client, whichever is the later date.
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EXECUTION BY TELECOPY
34. This Agreement may be executed by the parties and transmitted by facsimile
transmission and if so executed and transmitted this agreement will be for
all purposes as effective as if the parties had delivered an executed
original agreement.
CONSTRUCTION
35. In this Agreement, except as expressly otherwise provided or as the context
otherwise requires:
a. the headings and captions will be considered as provided for
convenience only and as not forming a part of this Agreement and will
not be used to interpret, define or limit the scope, extent or intent
of this Agreement or any of its provisions;
b. the words "include" or "including" when following any general term or
statement are not to be construed as limiting the general term or
statement to the specific items or matters set forth or to similar
items or matters but rather as permitting it to refer to all other
items or matters that could reasonably fall within its broadest
possible scope;
c. an accounting term not otherwise defined has the meaning assigned to
it under, and all accounting matters will be determined in accordance
with, Generally Accepted Accounting Principles as consistently
applied;
d. a reference to currency means United States currency unless
specifically indicated otherwise;
e. a reference to a statute includes every regulation made pursuant
thereto, all amendments to the statute or to any such regulation in
force from time to time and any statute or regulation that supplements
or supersedes such statute or any such regulation;
f. a reference to time or date is to the local time or date in Vancouver,
British Columbia, unless specifically indicated otherwise;
g. a reference to a particular corporation includes the corporation
derived from the amalgamation of the particular corporation or of a
corporation to which such reference is extended by this clause (g),
with one or more other corporations;
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h. a word importing the masculine gender includes the feminine or neuter;
a word importing the singular includes the plural and vice versa.
IN WITNESS of the foregoing this Agreement has been signed by the authorized
signatories for QUAD-LINQ and the Client on the dates noted below:
SIGNED by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ) QUAD-LINQ SOFTWARE INC., by
authorized signatory for QUAD-LINQ ) its authorized signatory:
SOFTWARE INC., on the 18th day of )
February, 1999 in the presence of: ) /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ) ---------------------------
--------------------------- )
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. )
------------------------ )
Delta, BC )
SIGNED by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ) BEAGLE VENTURES RESOURCES
authorized signatory for BEAGLE ) MANAGEMENT, INC., by
VENTURES RESOURCES ) its authorized signatory:
MANAGEMENT, INC., on the )
18th day of Feb, 1999 in ) /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
the presence of: ) ---------------------------
Name: /s/ ▇▇▇▇▇ Georgelin )
--------------------------- )
Address: #▇▇▇-▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇. )
------------------------ )
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THERE ARE SCHEDULES ATTACHED TO AND FORMING PART OF THIS AGREEMENT
SCHEDULE A - 1.1
Schedule of Services
The software development contract consists of certain sportspool lottery schemes
that demonstrate significant on-line betting applications within the Internet
and lotto industry (the "Product").
In consideration of the premises and agreements set forth, the parties agree as
follows:
1. Deliver Commercial Product. QUAD-LINQ agrees to provide their services,
know-how and ability and facilities to deliver to Client a tested working
Product that is commercially viable and meets Client's objectives, as set
out in the detailed Acceptance Plan, defining what both Parties to this
agreement interperate the final Product to, (attached hereto), on or before
the six month anniversary of this agreement (the "Delivery Date").
a. To establish Operation Systems. QUAD-LINQ agrees to insure as part of
its service that the product is operational and functioning over the
Company's web site over the Internet.
b. To provide a schedule. QUAD-LINQ agrees to provide a schedule for
incremental releases, system design, graphics testing and deployment
of the Product.
2. QUAD-LINQ agrees that we will not during the term of this Agreement, and
for an additional six months, provide either directly or indirectly,
software development services to any Person or Entity anywhere that in any
way competes with the business of the Client.
3. QUAD-LINQ shall make available to Client all Product Technology.
4. Immediately following the execution of this Agreement and anytime
thereafter QUAD-LINQ shall provide to Client, at Client's request, copies
of all reports, drawings, specifications and blueprints, software and
systems relating to any method, product, apparatus or article used in
producing the Product. All material remains proprietary to Client.
5. QUAD-LINQ will immediately provide written notice to Client of any and all
improvements, discoveries and inventions which may be conceive or make,
either alone or while working with others during the term of this Agreement
and which relate to the Product and will immediately upon request by Client
and at its expense, execute and deliver any and all instruments and papers
necessary or desirable to submit Applications for Letters patent and obtain
Letters patent with respect to the inventions, improvements and
discoveries, and in general will do all
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SCHEDULE A - 1.2
Schedule of Services
lawful acts and things as may be requested by Client to obtain Letters patent in
any and all countries.
The schedule of services will consist of the following:
Week 1-3 (2/18/99 - 3/8/99)
Familiarization of Product Concept (Player and Administrative Interface)
- Develop Presentation
Week 4-6 (3/9/99 - 3/29/99)
Registration/Member Database (Player Interface)
- Database Development
- Registration Process
- Member Lookup Process
- Change Personal Information/Password
- Confirmation E-Mail
Week 7-12 (3/30/99 - 4/19/99)
Play Card (Player Interface)
- Play-Card Display Interface
- Integration into Placed-Bets Database
- Confirmation E-Mail
- CSV File Import
Week 13-14 (4/20/99 - 5/3/99)
Posting Results (Administrative Interface)
- Post-Results Interface
- Integration with Placed Bets/Prize Pool Database
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SCHEDULE A - 1.3
Schedule of Services
Week 15-16 (5/25/99 - 6/7/99)
Prize Pool Database (Player Interface)
- Database Development
- Integration with Placed-Bets Database and Play Card Display
Week 17-19 (6/8/99 - 6/28/99)
Play Card Administration (Administrative Interface)
- Database Development (Groups Database)
- Play Card Editor (Start/End Bet Time, Close Time, and Groups)
- Security ACL (Per Play Card)
- CSV File Import (Play Cards' Group)
Week 20-21 (6/29/99 - 7/12/99)
Placed Bets Database (Player Interface)
- Payout Calculation
- Trend Analysis
Week 22-23 (7/13/99 - 7/26/99)
System Administration (Administrative Interface)
- Paramutual Prize Share Configuration (% of Winnings for House)
- Member Administratin (Remove Members, Change Passwords, etc.)
- ACL Setup for Play Cards
Week 24-26 (7/27/99 - 8/16/99)
Final Implementation and Testing
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SCHEDULE B
Review Schedule
Modules Completed Date Authorized Representative
------- -------------- -------------------------
A. Familiarization of ____________ ______________________
Product Concept
B. Registration/Member ____________ ______________________
Database
C. Play Card ____________ ______________________
D. Placed Bets Database ____________ ______________________
E. Prize Pool Database ____________ ______________________
F. Play Card Administration ____________ ______________________
G. Posting Results ____________ ______________________
H. System Administration ____________ ______________________
I. Final Implementation ____________ ______________________
and Testing
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THERE ARE SCHEDULES ATTACHED TO AND FORMING PART OF THIS AGREEMENT
SCHEDULE C
Fee
1. In consideration of QUAD-LINQ performing services for Client, Client
agrees:
a. upon the execution of this Agreement to deliver a retainer of one
third the total agreed upon costs of USD$50,000. Additional second and
third payments March 30th 1999 and on the Delivery Date.
b. upon the execution of this Agreement by all the parties agree to issue
and deliver to QUAD-LINQ 200,000 Common Class A Shares issued from
Client's treasurey (hereinafter referred to as "Treasurey Shares") in
the authorized capital of Client, on a performance bases;
i. 100,000 released from escrow on the Delivery Date.
ii. 100,000 released when the systems and product have been tested
and are in operation on Client's Web site.
2. QUAD-LINQ may charge interest on accounts remaining outstanding more than
30 days at a rate of 18% per annum calculated monthly.
3. Client shall also pay to QUAD-LINQ a royalty (the "Royalty") of 5% per
annum on the first One Million dollars in the Net Sales of the Product
manufactured, used, licensed, or sold by Client, 3% on Net sales over one
million. "Net Sales" as used in this Agreement shall mean the net revenue
received by Client in connection with the manufacture, use, license, or
sale of the Product developed under this Agreement including receipts from
design services, prototyping, software licensing, product licensing, player
spend/sales but does not include any sums collected by Client for and paid
to a taxing authority for retail sales, excise or similar taxes imposed by
any governmental authority and does not include credits for any returned
Product and allowances for unreturned defective Product.
4. Commencing on the earliest of the dates set forth in Schedule C section 5,
Client shall deliver to QUAD-LINQ within 60 days after each anniversary
date of this Agreement during the term of this Agreement a report showing
for the preceding 12 months the amount of the Gross Sales and operational
cost an expenses during that period and the amount of the Royalty accrued
during that period.
5. The Royalty provided for herein shall be paid concurrently with the
rendering of the report to QUAD-LINQ. The Royalty payments shall commence
on the earlier of the fourth anniversary date of this Agreement or the
first anniversary date of this Agreement after the date to which the
Product is first put into commercial use.
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6. In order that the Royalty payable under this Agreement may be determined,
and the reports provided for herein be verified, Client agrees:
a. to keep full, complete and accurate books and records showing the
quantity of sales directly related to the Product, and records of
sales of each and every Product manufactured, used, sold, licensed,
shipped or otherwise disposed of by Client under this Agreement.
7. Client agrees to develop, manufacture, sell, distribute, license and to use
its best efforts to promote and market the Product.
8. Client shall have the absolute right at any time to assign, transfer,
sublicense, sublet or encumber its interest in the Product, and/or the
Licensed Rights granted to it without the written consent of QUAD-LINQ
provided that any assignee, transferee, sublicencee shall assume the
obligations of Client hereunder.
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ADDENDUM TO AGREEMENT
Dated May 12, 1999
BETWEEN:
QUAD-LINQ SOFTWARE INC.,
("Quad-linq")
AND:
SPORTSPRIZE ENTERTAINMENT INC., (FORMERLY BEAGLE VENTURES
RESOURCES MANAGEMENT, INC.)
("The client")
WHEREAS:
i. The parties the original Agreement Dated the 18th day of February, 1999.,
wish to set out certain changes related to services design and development
of the software programming and systems.
ii. The client wishes to extent the services of Quad-linq over and above the
services set out in schedule "A" to this Agreement.
IN CONSIDERATION of the promises, and the covenants and the agreements set
forth, the parties agree as follows:
TERMS
1. Quad-linq shall devote a minimum of 600 man-hours of software programming
and development time to Sportsprize over the next
20 days in order to complete the recent version of the Sportsprize game as
define herein.
"Game" includes the following:
i. Email functions
ii. Chat rooms
iii. Bulletin boards
iv. The tournaments, world, national, regional, and private.
v. Basic story board graphics
vi. Coordinate and implement graphics supplied by the "design group" to be
recommended by the Client.
2. Quad-linq shall complete all necessary testing of the Game by July 1, 1999.
3. Quad-linq shall make it self available, on an hourly rate of $80.00, to the
Client, for any non-game components (e-commerce and auction) related to the
Clients web-site
PAYMENTS
1. The client shall immediately pay Quad-linq the balance of the original
$50,000 pursuant to the original Agreement. ($16,000)
2. Pay quad-linq an additional$80,000 when the Game is complete and ready for
testing (June 1. 1999)
3. Pay quad-linq $30,000 on July 1,1999 if Quad-link completes all testing and
the game is fully operational. If Quad-link is unable to meet the July 1,
1999 deadline then Quad-linq shall be subject to a $20,000 "penalty" and
the Client will only be liable to pay Quad-linq $10,000. For added
certainty "penalty" is not applicable if the following collateral events
occur:
i. Uncontrollable circumstances related to graphics to be provided by the
Design group hired by the Client.
ii. Benchmarking the Game software is delayed with hardware
implementation.
4. The client shall pay Quad-linq an hourly rate of $80.00 for any additional
software development and programming services not related to the actual
Game itself, (i.e. e-commerce, and auction).
ROYALTIES
1. Quad-linq agrees to surrender any and all rights to the royalties set out
in this Agreement, in exchange for 50,000 stock options in the Clients
Authorized Capital at a price of $.25 per share. Options shall have a
minimum duration of two years.
IN WITNESS WHEREOF the parties hereto have executed this agreement on the day
first written above.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Sportsprize Entertainment Inc.
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, president & CEO.
Quad-linq Software Inc.