EXHIBIT 10.3


                         SPORTSPRIZE ENTERTAINMENT INC.

                       Amendment and Notice Of Conversion
                            9% Convertible Debenture

     This Amendment and Notice of Conversion effective June 30, 2000 ("Notice"),
amends the Debenture  issued  pursuant to that  Debenture  and Warrant  Purchase
Agreement  between  SportsPrize  Entertainment  Inc., a Nevada  corporation (the
"Company"),  and Cutter Services Corp.,  ("Cutter"),  and Strathburn Investments
Inc.  ("Strathburn")  dated May 30, 2000  (collectively,  the "Agreements") into
shares of common stock (the "Shares") of the Company.

                                    RECITALS

     WHEREAS,  Cutter,  Strathburn and the Company have determined that it is in
     the best  interests of the Company to amend Section 4.1 of the Debenture to
     accelerate  the vesting period of the Debenture in order to allow Cutter to
     convert the Debenture in its entirety effective on the date of this Notice;

     WHEREAS,  Cutter,  Strathburn and the Company have determined that it is in
     the best  interests of the Company to amend the  definition of  "Conversion
     Price"  under  Section 1 (vii) of the  Debenture  to adjust the  Conversion
     Price of the  Debenture  to one  dollar  (US$1.00)  per share to remove the
     dilutive effect upon conversion of the Debenture; and

     WHEREAS, Cutter and Strathburn each desire to convert its Debenture and the
     Company desires to issue Shares upon such conversion;

     In  consideration  of the mutual  agreements  hereinafter  set  forth,  the
parties hereto agree to amend the Agreement as follows:

     1.   Strathburn hereby  irrevocably  elects, as of June 30, 2000 to convert
          the  sum  of  US$200,000,  plus  accrued  interest  in the  amount  of
          US$1,500,  of the  Debentures  at the  Conversion  Price of one dollar
          (US$1.00) per share into 201,500 Shares.

     2.   The Company shall issue 201,500 Shares pursuant to this conversion.

     3.   Strathburn  hereby  represents that it is not a U.S. Person as defined
          in  Regulation S  promulgated  under the  Securities  Act of 1933,  as
          amended,  and is not  converting  the Debentures on behalf of any U.S.
          Person,  and is not within the United  States at the time of execution
          and delivery of this Notice of Conversion.

     4.   The  share   certificates   shall   bear  a   restrictive   legend  in
          substantially the following form:

               THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
               ACT OF 1933, AS AMENDED  ("SECURITIES  ACT"),  OR THE  SECURITIES
               LAWS OF ANY STATE AND MAY NOT BE SOLD,  TRANSFERRED  OR OTHERWISE
               DISPOSED OF EXCEPT PURSUANT




                                      -1-
<PAGE>

               TO  AN  EFFECTIVE   REGISTRATION   STATEMENT  OR  EXEMPTION  FROM
               REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY,  THIS WARRANT
               MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (i)
               PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR
               (ii)  IN  A  TRANSACTION   EXEMPT  FROM  REGISTRATION  UNDER  THE
               SECURITIES   ACT  AND  UNDER   PROVISIONS  OF  APPLICABLE   STATE
               SECURITIES LAWS. HEDGING TRANSACTIONS RELATED TO THESE SECURITIES
               ARE PROHIBITED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES
               ACT.


IN WITNESS  WHEREOF,  the parties  have caused this  Amendment  and Notice to be
signed as of this 30th day of June, 2000.


SPORTSPRIZE ENTERTAINMENT INC.

By:
    ---------------------------

Name:
    ---------------------------

Title:
    ---------------------------

Address:     13101 Washington Blvd., Suite 131
             Los Angeles, California  90066
Facsimile:   (310) 566-7150



STRATHBURN INVESTMENTS INC.


By:
    ---------------------------

Name:
    ---------------------------

Title:
    ---------------------------

Address:     Strathburn Investments Inc.
             Suite 95, East Bay Shopping Center
             P.O. Box N-1836
             Nassau, Bahamas