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Exhibit 10.1*   Form 20F 2004 Las Vegas From Home.com LICENSE AND SETTLEMENT AGREEMENT THIS AGREEMENT entered into this _17th___day of ___February___, 2005 (the
Effective Date), by and between 1st Technology LLC (hereinafter Licensor) and
LasVegasFromHome.com Entertainment, Inc. (hereinafter Licensee). WITNESSETH WHEREAS, Licensor owns the entire right, title and interest in and to United States Patent No.
5,564,001 entitled Method and System for Interactively Transmitting Multimedia Information Over a
Network Which Requires Reduced Bandwidth (the 001 Patent), United States Patent No. 5,745,379
entitled Method for the Production and Transmission of Enhanced Multimedia Information (the 379
Patent), and United States Patent No. 5,845,088 entitled Method for the Production and
Transmission of Enhanced Interactive Multimedia Information (the 088 Patent), together with any
continuations, continuations-in-part, divisions, reissues, or foreign counterparts of the 001,
379 or 088 Patents and any patents issuing from applications whose priority is based upon such
patents (collectively the Lewis Patents). WHEREAS, Licensee wishes to obtain, and Licensor is willing to grant to Licensee, the
non-exclusive, world-wide, personal 1




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NOW, THEREFORE, in consideration of the mutual covenants and promises made herein and for
other good and valuable consideration, the parties agree as follows: I. DEFINITIONS A. LICENSED PATENT RIGHTS  Shall mean United States Patents Nos. 5,564,001,
5,745,379 and 5,845,088, together with any continuations, continuations-in-part, divisions,
reissues or foreign counterparts thereof including copyrightable or copyrighted material and any
patents issuing from applications whose priority is based upon such patents as long as those
patents are valid and enforceable. Any patent found to be invalid or unenforceable by a court of
competent jurisdiction shall be removed from the Licensed Patents Rights. B. LICENSED PRODUCTS  Shall mean multimedia communication technology of Licensee or
software including technology or software of Licensee for processing or download of multimedia data
utilizing various transmissions. These products are limited, however, to products used for online
wagering-based 2




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games. These products specifically include, but are not limited to, those currently being sold or
provided by Licensee for online wagering-based games and any other products created, provided, or
sold by Licensee for online wagering-based games at any time in the future. II. LICENSE GRANT A. Subject to the Royalty payments in Section IV, Licensor hereby grants Licensee a personal,
non-exclusive, world-wide, non-transferable right and license under said Licensed Patent Rights to
make, use, import, offer for sale, offer for lease, lease, and sell, Licensed Products, anywhere in
the world. Licensor additionally licenses all products made, used, imported, offered for sale,
offered for lease, leased, and sold by Licensee for online wagering-based games prior to the
execution of this License. B. The consideration and agreements set forth in this Agreement are in full satisfaction of
any and all claims that Licensor may have or compensation to which Licensor may be entitled,
resulting from the Licensed Patent Rights with respect to Licensed Products. III. RELEASE Upon the execution of this Agreement, and in consideration of the royalties specified in
Section IV below, Licensor and 3




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Licensee shall each take all necessary steps to promptly cause the dismissal on the merits of
all claims made by either Licensor or Licensee against the other, in the case entitled
1stTechnology LLCv. LasVegasFromHome.com Entertainment, Inc., et al., Case No.
CV-S-04-1003-RLH-PAL (the Lawsuit). The Licensor and Licensee shall cooperate with respect to
the preparation and filing of any stipulation necessary to effect the immediate dismissal of all
claims described in this paragraph. In consideration of the terms of this Agreement and the
performance of the obligations hereunder, the Licensor and Licensee hereby release, acquit and
discharge each other, their respective members, managers, partners, shareholders, directors,
officers, employees, clients, insurers, attorneys, and successors and/or agents from any and all
claims, demands, damages, debts, liabilities, losses, actions, causes of action or suits of
whatsoever kind or nature, presently known or unknown, asserted or unasserted, arising out of, or
relating to, the subject matter of the Lawsuit and the Licensed Products or the Lewis Patents and
the Licensed Products. In addition, Licensor fully releases all parties, including but not limited
to, Licensees current and past customers, who prior to the execution of this License purchased,
used, leased, acquired, or received software from Licensee for online wagering-based games 4




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from any and all claims, demands, damages, debts, liabilities, losses, actions, causes of
action or suits of whatsoever kind or nature, presently known or unknown, asserted or unasserted,
arising out of, or relating to, the subject matter of the Lawsuit and the Licensed Products or the
Lewis Patents and the Licensed Products. With the exception of the royalties specified in Section
IV below, the Licensor and Licensee agree to bear their own attorneys fees, costs, and expenses
incurred in connection with the Lawsuit, the Licensed Products, and the matters resolved through
this Agreement. IV. ROYALTIES A. An initial royalty payment of One Hundred Thousand Dollars ($100,000.00), payable in four
installments, shall be made by Licensee as follows: Within ten (10) days of the
    
    Twenty
    
    Five
    
    Thousand
    
    Dollars
    
    
    ($25,000.00
    )Effective Date of this AgreementMay 2, 2005
    
    Twenty
    
    Five
    
    Thousand
    
    Dollars
    
    
    ($25,000.00
    )August 2, 2005
    
    Twenty
    
    Five
    
    Thousand
    
    Dollars
    
    
    ($25,000.00
    )November 2, 2005
    
    Twenty
    
    Five
    
    Thousand
    
    Dollars
    
    
    ($25,000.00
    )
 All payments shall be made to Licensor through its attorneys, Niro, Scavone, Haller & Niro and sent
by wire transfer to the 5




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following client trust account: CITIBANK FSB  Chicago, Illinois
ABA No. 271070801
Niro, Scavone, Haller & Niro Client Trust Account
Account No. 0980023222 B. An additional royalty obligation beginning on January 1, 2005 shall accrue, to be paid by
Licensee quarterly within thirty-three days of the end of the applicable quarter as follows:  
    
    Ten Thousand Dollars ($10,000.00) for every One Million Dollars ($1,000,000.00) of
Licensees cumulative rake income starting from January 1, 2005, continuing for the first
Five Million Dollars ($5,000,000.00) of Licensees cumulative rake income and terminating
thereafter. This additional royalty obligation shall not exceed Fifty Thousand Dollars
($50,000.00) in total. All payments shall be made to Licensor through its attorneys, Niro, Scavone, Haller & Niro and sent
by wire transfer to the following client trust account: CITIBANK FSB  Chicago, Illinois
ABA No. 271070801
Niro, Scavone, Haller & Niro Client Trust Account
Account No. 0980023222 C. A further additional royalty obligation shall accrue immediately following satisfaction by
the Licensee to the Licensor of the additional royalty obligation enumerated in 6




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Section IV.B of this Agreement, to be paid by Licensee as follows:  
    
    A single payment of Fifty Thousand Dollars ($50,000.00) for the first subsequent Five
Million Dollars ($5,000,000.00) of Licensees cumulative rake income following the previous
Five Million Dollars ($5,000,000.00) of Licensees cumulative rake income referenced under
Section IV.B. of this Agreement. This further additional royalty obligation shall not
exceed Fifty Thousand Dollars ($50,000.00) in total and the total royalty obligation under
this License and Settlement Agreement shall not exceed Two Hundred Thousand Dollars
($200,000.00). Payment shall be made to Licensor through its attorneys, Niro, Scavone, Haller & Niro and sent by
wire transfer to the following client trust account: CITIBANK FSB  Chicago, Illinois
ABA No. 271070801
Niro, Scavone, Haller & Niro Client Trust Account
Account No. 0980023222 V. BOOKS, RECORDS AND PAYMENTS A. Licensee shall keep accurate and complete books and records sufficient to determine the
Licensees total rake income. B. Within thirty (30) days after the end of an applicable 7




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quarter, Licensee shall send Licensor a report, in writing, certified by an officer of Licensee as
to its correctness, showing the Licensees total rake income for the preceding quarter. Within
three (3) business days of each such report, Licensee shall order the wire transfer of the proper
royalty amount then payable to Licensor as required in Sections IV.B and IV.C of this Agreement.
The report due for each quarter which coincides with the end of a calendar year or portion of a
calendar year in which termination of this Agreement occurs shall also include a statement of the
total payments for such calendar year made pursuant to this Agreement. C. All such reports, books, records and accounts shall be retained for not less than two (2)
years, and shall be open to examination at Licensors expense at all reasonable times, not more
than once per year, by an independent outside certified public accountant (Accountant) designated
by Licensor. After all royalty payments under this License and Settlement Agreement have been
made, Licensee shall not be entitled to any further examinations. D. The Accountant shall be subject to the following confidentiality requirements. Licensor
shall have Accountant acknowledge and agree that all books, records and accounts are considered
confidential by the Licensee. As such, Accountant 8




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will hold all Licensee books, records and accounts in strict confidence. The Accountant shall
protect all information provided by Licensee and shall not reveal any information with regards to
the books, records and accounts to Licensor. In cases where the Accountant establishes that
Licensees payments to Licensor are deficient, then Accountant may release information specific to
the failure only to Licensor to substantiate the Accountants claim. Information not related to
the failure shall remain in strict confidence and may not be released under any circumstances.
These confidentiality requirements shall survive termination of this Agreement. E. Licensor, at its sole expense, is limited to one (1) audit per calendar year, unless it is
determined in such audit that Licensee has not complied with the terms of this Agreement, whereby,
Licensor may, at its sole expense, audit Licensee more than once per calendar year until Licensee
is in compliance with this Agreement for two (2) consecutive audits. Licensor shall provide
Licensee with thirty (30) or more days prior written notice, and will conduct the audit during
regular business hours. After all royalty payments under this License and Settlement Agreement
have been made, Licensor shall not be entitled to any further audits. F. Any failure by Licensee to keep and maintain such 9




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books and records or to provide reports or payments to Licensor as required by this Agreement shall
constitute a material breach of this Agreement. G. In the event an audit of Licensees books and records by an outside certified public
accountant establishes that Licensees payments to Licensor are deficient, Licensee shall be
required, upon receipt of notice of such deficiency, to pay Licensor one and one-half (1.5) times
the deficiency unless it is determined through the audit that the deficiency was caused by a
discrepancy of ten percent (10%) or less error in the calculation of rake income for the payment
alleged to be deficient, in which case Licensee shall only be required to pay the deficiency. VI. TERM AND TERMINATION A. This Agreement shall continue in full force and effect, unless sooner terminated as herein
provided, with respect to the Licensed Products, or until the expiration date of every patent in
the Licensed Patent Rights. B. Licensor may terminate this Agreement upon written notice to Licensee, if: 1. Licensee shall become insolvent, or shall make any assignment for the benefit of
creditors, or Licensee is 10




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adjudicated bankrupt, or a receiver or trustee of the Licensees properties shall be
appointed. 2. Licensee shall remain in default of any payment required hereunder or fail to comply
with any other provision of this Agreement for a period of more than sixty (60) days after
written notice specifying such default or failure is received by Licensee, having been
transmitted by Licensor as provided in Section VIII herein. 3. Licensee shall otherwise continue to violate any term, condition or provision of
this Agreement for a period of more than sixty (60) days after written notice specifying
such violation is received by Licensee, having been transmitted by Licensor as provided in
Section VIII herein. In the event Licensee cures any default within the sixty (60) day time period set forth above, this
Agreement shall not be terminated and shall remain in full force and effect. C. Termination of this Agreement shall not relieve Licensee of the obligation to make payments
accruing under this Agreement prior to termination nor shall it bar Licensor from obtaining any
relief to which Licensor may be entitled in law or in equity for actions committed after such
termination. Sections I, V.D, IX, X and XI will survive any
Termination of this Agreement. 11




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VII. ASSIGNMENTS A. This Agreement shall inure to the benefit of, and be binding upon, the successors, legal
representatives or assigns of Licensor. B. This Agreement and the licenses granted hereunder, are personal and shall not be assigned
by Licensee to any other business or entity, without the prior written consent of Licensor, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing, a transaction or series
of transactions that results in (i) a change in control or a change in the majority ownership of
Licensee, including by way of a tender offer, (ii) a sale of all or substantially all of the assets
of Licensee, or (iii) a merger or business combination to which Licensee is a party (whether
Licensee is the surviving entity or not), will not be deemed an assignment under this Agreement and
any software acquired in such a merger or business acquisition shall be considered a Licensed
Product. VIII. NOTICES All notices required or permitted by this Agreement shall be in writing and shall be sent by
registered mail, postage prepaid, and facsimile addressed as follows: Licensor: 12




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Dr. Scott Lewis
1st Technology, LLC
540 North Santa Cruz Avenue
Suite 169
Los Gatos, California 95030
Facsimile: [please insert fax number] Licensee: Mr. Jacob Kalpakian
Las Vegas From Home.com Entertainment, Inc.
6th Floor, 1199 West Hastings St.
Vancouver, BC V6E 3T5
Canada
Facsimile: 604-681-9428 Any party may change the address to which notices shall be sent to it by notice in writing to the
other party. IX. WARRANTIES AND REPRESENTATIONS A. Nothing in this Agreement shall be construed as: 1. a warranty or representation by Licensor as to the validity or scope of any patent
that has issued from the Licensed Patent rights; 2. a warranty or representation that making, using or selling of Licensed Products by
Licensee will be free from infringement of any patents owned by others than the Licensor. B. Licensee hereby releases, indemnifies and holds Licensor harmless from any and all product
liability claims, actions, losses, damages and liability resulting from or arising 13




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out of the use or sale by Licensee of Licensed Products for the duration of this Agreement. C. Licensee agrees to indemnify Licensor for all product liability claims, actions, losses,
proceedings, damages, liabilities, costs and expenses, including attorneys fees arising out of, in
connection with or resulting from the use or sale of Licensed Products by Licensee. D. Licensor has not made, and does not make, any representation, warranty or covenant, express
or implied, with respect to the legality, condition, quality, durability, suitability, fitness for
particular purpose or merchantability of Licensed Products. Further, Licensor expressly disclaims
any and all warranties, express or implied, regarding the condition, quality, durability,
suitability, fitness for particular purpose or merchantability of Licensed Products. Licensor
warrants that (i) it is the sole owner of the Lewis Patents and the Licensed Patent Rights free and
clear of any claims, charges, or liens by third parties, (ii) that the ownership of the Lewis
Patents as recorded in the U.S. Patent Office is true and complete, (iii) Licensor has full
authority to enter into this Agreement and to grant all the rights licensed herein free and clear
of the rights and claims of any third parties, and that no third party consent is required, and
(iv) that on the Effective Date of this 14




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Agreement, to Licensors knowledge, there are no claims, proceedings, or investigations
asserting the invalidity of the Lewis Patents. E. The undersigned warrant that they have the authority to bind the respective parties to the
terms herein. X. LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT
DAMAGES OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
INCIDENTAL DAMAGES (INCLUDING LOST PROFITS) ARISING FROM ANY CLAIM
RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER THE CLAIM
FOR SUCH DAMAGES IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY, BUT EXCLUDING GROSS NEGLIGENCE OR
RECKLESSNESS) OR OTHERWISE. XI. CONFIDENTIALITY Each of the parties agree to hold confidential all terms and conditions of this Agreement.
Notwithstanding the foregoing, Licensor acknowledges that Licensee is a publicly traded corporation
and, as such, shall be entitled to disclose the settlement of the Lawsuit and the terms of this
License and Settlement Agreement in all filings as required by North American regulatory
authorities. XII. EFFECTIVE DATE 15




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This Agreement shall become effective and binding upon the parties hereto on the date first
above written. XIII. ENTIRE AGREEMENT This License and Settlement Agreement sets forth the entire agreement between the parties and
supercedes all prior discussions and understandings between the parties. XIV. MODIFICATIONS Any modifications to this Agreement shall be in writing and executed by both parties. IN WITNESS WHEREOF, the parties hereto have caused to be signed by their duly authorized
officers, this Agreement at the places and on the dates set forth below. 1stTECHNOLOGY LLC  
  
  
 LasVegasFromHome.COM ENTERTAINMENT, INC.  
  
  
 16