Exhibit
      10.1

    


    SHARE
      EXCHANGE AGREEMENT

    


    SHARE
      EXCHANGE AGREEMENT (this “Agreement”), dated as of September
      29th,
      2008, by and among parties listed on Exhibit “A” hereto (individually, a
“Seller” and collectively, “Sellers”), SPORTSQUEST INC., a Delaware corporation
      (the “Company” or “SPQS”) and VERIDIGM, INC., a Delaware corporation
      (“Purchaser” or “VRGD”) and DOMARK INTERNATIONAL, INC (a Nevada Corp) (“DOMK”)
      (limited to those matters relating only to DOMK). 

     

    WITNESSETH:

     

    WHEREAS,
      Sellers
      are the record and beneficial owners of all of the majority of the issued and
      outstanding shares of Common and Preferred stock of the Company (the
“SPQS Shares”)
      in the
      amounts set forth beside their respective names on Exhibit
      “A”;
      and

     

    WHEREAS,
      upon
      the terms and conditions set forth herein, Purchaser desires to purchase all
      of
      each Seller’s right, title and interest in and to each Seller’s common and
      preferred shares as indicated in EXHIBIT
      A and certain consideration listed in Section 2.02,
      in
      exchange for the assets listed in Section 2.03 below and for the irrevocable
      assignment of the judgment value inclusive of all accrued interest to date,
      collection costs to date, enforcement costs to date, and attorneys fees accrued
      to date of case - BC
      359831
      in the
      Los Angeles Superior Court pursuant to VRGD
      (f/k/a
      E-Notes Systems Inc, Plaintiff) vs. TOTALMED
      SYSTEMS INC.,
      (the
      Defendant) (a Florida Corp) (the “TM
      Judgment”)
      as is
      set forth on Exhibit
      “B” 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual representations, warranties, covenants and
      agreements contained herein, and for other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, Sellers, the Company
      and Purchaser hereby agree to be legally bound as follows:

     

    ARTICLE
      I

    EXCHANGE
      OF SHARES

     

    1.01 Exchange
      of Shares.
      Upon
      the terms and subject to the conditions of this Agreement, on the Closing Date
      (as defined in Section
      2.01
      below),
      each Seller is selling, conveying, assigning and transferring to Purchaser,
      and
      Purchaser is purchasing and acquiring from each Seller, all of such Seller’s
      right, title to, interest in and to such Seller’s SPQS
      common
      and preferred Shares, free and clear of any and all claims, liens, charges,
      security interests, pledges or encumbrances of any nature whatsoever
      (“Liens”)
      in
      exchange for TM
      Judgment
      .


     

    ARTICLE
      II

    CLOSING

     

    2.01 Closing
      Date.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place on or before 10-17-2008
      (the
“Closing
      Date”).

     

    2.02 Failure
      to Close.
      In the
      event of that the following Closing conditions do
      not occur;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (a) Senior
      debt holders consent is NOT forthcoming for the assignment of specific SPQS
      assets to DOMK or nominee as described herein PRIOR TO the Closing date of
      10-17-2008,
      

     

    (b) Senior
      debt holders have NOT memorialized the consolidated debt positions applicable
      to
      SPQS, 

     

    The
      Purchasers will agree to assign the TM Judgment (BC 359831) to
      DOMK for 50,000 shares of DOMK common stock and this Share Exchange Agreement
      will be cancelled. 

    


    2.03 Document
      Deliveries by Sellers.
      At the
      Closing, Sellers shall deliver to Purchaser, unless waived by Purchaser in
      writing, the following:

     

    (a)
      certificates
      representing in the aggregate, 9,973,397 (nine million, nine hundred and seventy
      three thousand, three hundred & ninety seven) SPQS common Shares duly
      endorsed for transfer to Purchaser with medallion guarantee; and 

     

    (b)
      certificate
      representing 100,000 SPQS preferred Shares duly endorsed for transfer to
      Purchaser with medallion guarantee; and 

     

    (c)
      sealed
      Certificate of Designation for SPQS preferred Shares; and

     

    (d)
      Lock
      up
& Leak out agreement on acceptable terms to all parties to be executed by
      and between DOMK and Purchaser and SportsQuest, Inc., and 

     

    (e)
      notarized
      letter irrevocably waiving any and all due compensation and cancelling any
      /all
      employment agreement (s) due to officer & director R. Thomas Kidd from SPQS,
      and

     

    (f)
      notarized
      letter irrevocably waiving any and all due compensation and cancelling any
      /all
      employment agreement (s), consulting agreement due to officer & director R.
      Altman from SPQS; and

     

    (g)
      notarized
      evidence of irrevocable indemnification to the Purchaser pursuant to litigation
      between Zaring - Cioffi “(ZCE
      Inc., ZCE”)
      and
      SPQS; and 

     

    (h)
      notarized
      evidence of irrevocable assignment of all litigation pursuant to ZCE
      vs SPQS and SPQS vs ZCE to DOMK;
      and;


     

    (i)
      evidence
      of irrevocable cancellation and termination of SPQS contracts and all agreements
      with Scott Andresen; and

     

    (j)
      a
      copy of
      15c211 filed with FINRA and any and all FINRA comment letters;
      and


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (k)
      corporate
      resolutions instructing SPQS contracted Edgarizer service to recognize change
      of
      control to nominated instructions; and 

     

    (l)
      copy
      of
      SPQS bylaws; and 

     

    (m)
      copies
      of
      Federal tax returns for fiscal years 2005, 2006, 2007

     

    (n)
      copies
      and where available, originals of all SPQS accounting records and work schedules
      used in preparing its reports to the SEC for the periods 10-31-07, and the
      10Qs
      for January31, 2008, April 30, 2008 and the 10K for the interim period
      5-31-2008. 

     

    (o)
      Schedule
      of all outstanding remaining liabilities to be evidenced in affidavit form
      and
      sworn and notarized by officer(s) / director(s) “(Exhibit
      C”) 

     

    (p)
      copy
      of
      verified, valid senior lenders (NIR
      Group LLC)
      irrevocable consent to release and transfer of SPQS assets to be transferred
      to
      DOMK or other nominated DOMK subsidiary; and 

     

    (q)
      notarized
      SPQS
      corporate
      board resolutions detailing the Agreement herein and accepting the resignation
      (s) of all present Officers and Directors from all executive positions,
      consultancies and corporate responsibilities and electing newly nominated person
      (s) to Officer (s) and Director (s) positions of
      SPQS
      upon
      closing, with Purchaser recognizing that, as SPQS is a reporting company
      pursuant to the Securities Exchange Act of 1934, as amended, the resignation
      of
      the current Directors is not effective until 10 days following the filing of
      a
      Schedule 14f; and

     

    (r)
      such
      other documents as may be necessary to effect the consummation of the
      transactions contemplated by this Agreement.

     

    2.04 Deliveries
      by Purchaser.
      At the
      Closing, Purchaser shall deliver to Sellers, unless waived by Sellers in
      writing, the following:

     

    (a)
      certificate
      (s) evidencing 390,000 (three
      hundred and ninety thousand)
      Preferred Series A Shares of Greens
      Worldwide Inc
      (an
      Arizona Corp) (“GRWW”)
      irrevocably transferred to DOMK; and 

     

    (b)
      All
      remaining assets of SPQS (“Exhibit
      E”)
      will
      be transferred to DOMK or other nominated DOMK subsidiary upon closing for
      the
      consideration represented herein, excluding 500,000 shares of DOMK held by
      SPQS,
      which shares will remain in SPQS and nominated to designated party.

     

    (c)
      such
      other documents as may be necessary to effect the consummation of the
      transactions contemplated by the Agreement.

     

    (d)
      Board
      resolution of purchaser approving this transaction.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    ARTICLE
      III

    REPRSENTATIONS
      AND WARRANTIES OF OFFICER (S) AND DIRECTOR (S) AND 

    THE
      COMPANY 

    


    Officer
      (s) and Directors (s) and the Company, severally and jointly, represent and
      warrant to Purchaser that:

     

    3.01 Organization
      and Authority.
      (a) The
      Company is a corporation duly organized, validly existing and
      in good standing prior to the closing date
      under
      the laws of Delaware at closing and has the full corporate authority and power
      to carry on its business, to enter into and perform this Agreement and to carry
      out the transactions contemplated hereby. 

     

    3.02 Except
      as
      disclosed in Section 3.01, the Company has all the requisite corporate power
      and
      authority to own or lease and operate its properties and to carry on its
      business as now being operated and conducted. The Company is not qualified
      to do
      business as a foreign corporation in any jurisdiction there being no
      jurisdiction where the character of the Company’s business requires such
      qualification, except where the failure to be so qualified would not have a
      material adverse effect on the condition (financial or otherwise), operations,
      or prospects of the Company (a “SPQS Material
      Adverse Effect”).

     

    (a)
      This
      Agreement has been duly and validly authorized and approved by all requisite
      actions of the Company and constitutes the valid and legally binding obligations
      of each the Company, enforceable in accordance with its terms. 

     

    3.03 No
      Conflicts.
      Neither
      the execution, delivery or performance of this Agreement, nor the consummation
      of the transactions contemplated hereby, nor compliance with the terms and
      provisions hereof, will contravene any provision of any applicable law, statute,
      rule or regulation, or any judgment, decree, franchise, ruling, order or permit
      of any court or governmental authority applicable to the Company, 

     

    (a) will
      conflict or be inconsistent with the organizational documents of the Company,
      or

     

    (b) will
      conflict or be inconsistent with or will result in a breach of or constitute
      a
      default (or with notice or lapse of time or both, constitute a default) under
      any contract to which the Company is a party or by which any of his, her, or
      its
      assets is bound, which could reasonably be expected to have an SPQS Material
      Adverse Effect, or 

     

    (c) will
      result in the creation of or imposition of (or obligation to create or impose)
      any Lien upon the assets and properties of the Company.

     

    3.04 No
      Consents.
      No
      order, consent, approval, license, registration or validation of, or filing
      with, or exemption by, any federal, state or local governmental agency,
      commission, board or public authority or any third party is required to
      authorize, or is required in connection with, the execution, delivery or
      performance by Sellers or the Company of this Agreement.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    3.05 Capitalization
      of the Company. 

     

    (a) The
      authorized, issued and outstanding shares of capital stock of the Company is
      set
      forth on Schedule
      3.05
      and to
      this Agreement. All of the issued and outstanding shares of capital stock of
      the
      Company are duly authorized, validly issued, fully paid, and
      non-assessable.

     

    (b)
      There
      are
      no authorized or outstanding options, warrants, and other equivalent rights
      to
      purchase or acquire capital stock of the Company other than described in
Exhibit
      D.

     

    (c)
      Except
      as
      set forth on Schedule
      3.05 (b) or Exhibit D,
      there
      are (i) no authorized or outstanding securities, rights (preemptive or other),
      subscriptions, calls, commitments, warrants, options, or other agreements that
      give any person the right to purchase, subscribe for, or otherwise receive
      or be
      issued capital stock of the Company or any security convertible into or
      exchangeable or exercisable for capital stock of the Company, 

     

    (d)
      The
      outstanding debt securities of the Company that upon the conversion, exchange,
      or exercise thereof would require the issuance, sale, or transfer by the Company
      of any new or additional shares of capital stock of the Company (or any other
      securities of the Company which, whether after notice, lapse of time, or payment
      of monies, are or would be convertible into or exchangeable or exercisable
      for
      shares of capital stock of the Company is evidenced in Exhibit
      D
      (“NIR
      Holders Consolidated Notes”)
      ,


     

    (e)
      no
      agreements or commitments exist obligating the Company to repurchase, redeem,
      or
      otherwise acquire its capital stock or other securities, and 

     

    (f)
      no
      outstanding or authorized stock appreciation rights, phantom stock, stock
      rights, or other equity-based interests in respect of the Company.

     

    3.06 Title
      to SPQS Shares.
      Sellers
      own beneficially the SPQS common and preferred Shares of the Company in the
      respective amounts set forth on Exhibit
      “A”,
      free
      and clear of any Liens. Upon consummation of the transactions contemplated
      hereby, Purchaser will receive good and marketable title to the Shares, free
      and
      clear of any Liens. 

     

    3.07 Liabilities.
      Except
      as set forth on Schedule
      3.07,
      the
      Company is not subject to any liabilities or obligations of any nature, whether
      absolute, accrued, contingent or otherwise, and whether due or to become due,
      that will survive the Closing other than those listed in continuing liabilities
      affidavit in Exhibit
      C.
      

     

    3.08 Assets.
      The
      Company has good and marketable title to its assets, free and clear of all
      liens.

     

    3.09 Litigation.
      There
      are no lawsuits, inquiries, proceedings or investigations pending or, threatened
      before any federal, state or local court or governmental or administrative
      body
      or agency against the Company or any Seller related to (i) the transactions
      contemplated by this Agreement, or (ii) the Company, nor, are there any facts
      which would provide a basis for any such lawsuit, inquiry, proceeding or
      investigation. The Company is not subject to any judgment, order or decree
      entered in any lawsuit or proceeding.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    3.10 Real
      Property.
      The
      Company does not own or have any right, title or interest in any real property
      except for its leasehold interests in the real property lease described on
      Schedule
      3.10.
      

     

    3.11 Contracts. Schedule
      3.11
      hereto
      sets forth a list of all contracts, agreements, leases and arrangements to
      which
      the Company is party (collectively, the “Company Contracts”).
      Except as set forth on Schedule
      3.11,
      the
      Company is not in or alleged to be in default, nor to the best of Sellers’
knowledge, is any other party in or alleged to be in default, nor, to the best
      knowledge of Sellers, is there any basis for any claim of default by the Company
      or any other party, under any of the Company Contracts.

     

    3.12 Compliance
      With Laws.
      The
      Company is not in violation of any applicable law, rule, regulation or ordinance
      including, without limitation, environmental laws, or any judgment, writ,
      decree, injunction order or any other requirement of any court or governmental
      agency or authority in any manner relating to the Company, which could
      reasonably be expected to have an SPQS Material Adverse Effect, nor has any
      Seller or the Company received written notice alleging any such
      violation.

     

    3.13 Taxes.
      The
      Company has filed all United States federal, state and local tax returns of
      any
      kind required to be filed and has paid all taxes and other charges due or
      claimed to be due with respect to the Company to any taxing authorities. There
      are no Liens for taxes upon any of the Company’s assets and there are no claims
      asserted for taxes against any Seller or the Company with respect to any of
      the
      Company’s assets, except for taxes due but not yet payable.

     

    3.14 No
      Brokers.
      Neither
      the Company nor any Seller has incurred any obligation or liability, contingent
      or otherwise, for brokers’ or finders’ fees or commissions in connection with
      the execution and delivery of this Agreement or the transactions contemplated
      hereby.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      hereby represents and warrants to Sellers and the Company on the date of this
      Agreement that:

     

    4.01 Organization
      and Authority.
      (a) Purchaser
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Delaware and has the full corporate authority and power to carry on
      its
      business, to enter into and perform this Agreement and to carry out the
      transactions contemplated hereby. Purchaser has all the requisite corporate
      power and authority to own or lease and operate its properties and to carry
      on
      its business as now being operated and conducted. Purchaser is not qualified
      to
      do business as a foreign corporation in any jurisdiction there being no
      jurisdiction where the character of VRGD’s business requires such qualification,
      except where the failure to be so qualified would not have a material adverse
      effect on the condition (financial or otherwise), operations, or prospects
      of
      Purchaser (a “VRGD Material
      Adverse Effect”).

     

    (b)
      This
      Agreement has been duly and validly authorized and approved by all requisite
      actions of Purchaser and constitutes the valid and legally binding obligations
      of Purchaser, enforceable in accordance with its terms. 


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    4.02
      No
      Conflicts.
      Neither
      the execution, delivery or performance of this Agreement, nor the consummation
      of the transactions contemplated hereby, nor compliance with the terms and
      provisions hereof, (a) will contravene any provision of any applicable law,
      statute, rule or regulation, or any judgment, decree, franchise, ruling, order
      or permit of any court or governmental authority applicable to Purchaser, (b)
      will conflict or be inconsistent with the organizational documents of Purchaser,
      (c) will conflict or be inconsistent with or will result in a breach of or
      constitute a default (or with notice or lapse of time or both, constitute a
      default) under any contract to which Purchaser is a party or by which any of
      his, her, or its assets is bound, which could reasonably be expected to have
      a
      VRGD Material Adverse Effect, or (d) will result in the creation of or
      imposition of (or obligation to create or impose) any Lien upon the assets
      and
      properties of Purchaser.

     

    4.03 No
      Consents.
      No
      order, consent, approval, license, registration or validation of, or filing
      with, or exemption by, any federal, state or local governmental agency,
      commission, board or public authority or any third party is required to
      authorize, or is required in connection with, the execution, delivery or
      performance by Purchaser of this Agreement.

     

    4.04 Assets.
      Purchaser has good and marketable title to its assets, free and clear of all
      liens.

     

    4.05 Litigation.
      Except
      as set forth in Schedule
      4.05,
      there
      are no lawsuits, inquiries, proceedings or investigations pending or, threatened
      before any federal, state or local court or governmental or administrative
      body
      or agency against Purchaser related to (i) the transactions contemplated by
      this
      Agreement, or (ii) Purchaser, nor, are there any facts which would provide
      a
      basis for any such lawsuit, inquiry, proceeding or investigation. Purchaser
      is
      not subject to any judgment, order or decree entered in any lawsuit or
      proceeding.

     

    4.06 Compliance
      with Laws.
      Purchaser is not in violation of any applicable law, rule, regulation or
      ordinance including, without limitation, environmental laws, or any judgment,
      writ, decree, injunction order or any other requirement of any court or
      governmental agency or authority in any manner relating to Purchaser, which
      could reasonably be expected to have a VRGD Material Adverse Effect, nor has
      Purchaser received written notice alleging any such violation.

     

    4.07 Taxes.
      Purchaser has filed all United States federal, state and local tax returns
      of
      any kind required to be filed and has paid all taxes and other charges due
      or
      claimed to be due with respect to Purchaser to any taxing authorities. There
      are
      no Liens for taxes upon any of Purchaser’s assets and there are no claims
      asserted for taxes against Purchaser with respect to any of Purchaser’s assets,
      except for taxes due but not yet payable.

     

    4.08 No
      Brokers.
      Purchaser has not incurred any obligation or liability, contingent or otherwise,
      for brokers’ or finders’ fees or commissions in connection with the execution
      and delivery of this Agreement or the transactions contemplated
      hereby.

     

    4.09 Investment.
      Purchaser is acquiring the SPQS Shares for its own account, not as nominee
      or
      agent, and not with the view to or for sale in connection with a distribution
      of
      the SPQS Shares. It understands that the securities have not been, and will
      not
      be, registered under the Securities Act by reason of an exemption from the
      registration provisions of the Securities Act,
      the
      availability of which depends upon, among other things, the bona fide nature
      of
      its investment intent and the accuracy of its representations as expressed
      herein.


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    ARTICLE
      V

    MISCELLANEOUS

     

    5.01 Survival.
      The
      representations and warranties of Sellers and the Company on the one hand,
      and
      the representations and warranties of Purchaser, on the other hand, shall
      survive the Closing;

     

    5.02 Expenses.
      Purchaser and Sellers shall bear their own respective expenses incurred in
      connection with this Agreement, and in connection with all obligations required
      to be performed by each of them under this Agreement. The Company shall not
      bear
      any expenses of Sellers.

     

    5.03 Notices.
      All
      notices, requests, demands, instructions and other communications hereunder
      shall be in writing and shall be delivered to each party hereto, mailed by
      registered or certified mail, return receipt requested, sent by documented
      overnight delivery service or, to the extent receipt is confirmed, telecopied
      to
      the parties at the following addresses (or to such other address as a party
      may
      have specified by notice given to the other party pursuant to this Section
      6.03):

    


    
      	
              If
                to Sellers and the Company, to:

            	 	
              R.
                Thomas Kidd

              1809
                East Broadway #125

              Oviedo
                Florida 32765

            
	
              With
                a copy to:

            	 	 
	 	 	 
	
              (which
                shall not constitute notice)

            	 	 
	
              If
                to the Purchaser, to:

            	 	
              Gary
                Freeman 

              Veridigm
                Inc., 

              27
                Old Gloucester Street

              London
                WCIN 3AX

            


    

    


    5.04 Entire
      Agreement.
      This
      Agreement, and the agreements, and instruments referred to in this Agreement,
      constitute the entire agreement of the parties with respect to the subject
      matter hereof and supersede all prior agreements and understandings between
      the
      parties with respect to their respective subject matter.

     

    5.05 Amendment;
      Waiver.
      No
      provision of this Agreement may be amended or modified except by an instrument
      in writing signed by both parties hereto. No waiver of any breach or default
      hereunder shall be considered valid unless in writing and signed by the party
      giving such waiver, and no such waiver shall be deemed a waiver of any
      subsequent breach or default of the same or similar nature.


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    5.06 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of each party hereto,
      its legal successors and permitted assigns, provided, however, that no party
      shall have the right to assign this Agreement, in whole or in part, without
      the
      prior written consent of the other parties, except that Purchaser may assign
      its
      rights under this Agreement to an affiliate without the prior written consent
      of
      Sellers, provided that in such event Purchaser shall remain liable for its
      obligations under this Agreement.

     

    5.07 Headings.
      The
      section and paragraph headings contained herein are for the purpose of
      convenience only and are not intended to define or limit the contents of said
      sections and paragraphs.

     

    5.08 Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be deemed an
      original, and each party thereto may become a party hereto by executing a
      counterpart hereof. This Agreement and any counterpart so executed shall be
      deemed to be one and the same instrument. The exchange (by facsimile) of
      facsimile copies of executed counterparts of this Agreement shall be deemed
      execution and delivery thereof.

     

    5.09 Governing
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of Delaware (without regard to conflicts of law principles
      thereof or of any other State).

     

    5.10 Severability.
      Any
      provision of this Agreement which is prohibited, unenforceable or not authorized
      in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      of such prohibition, unenforceability or non-authorization without invalidating
      the remaining provisions hereof or affecting the validity, enforceability or
      legality of such provision in any other jurisdiction.

     

    5.11 Schedules;
      Certain Interpretive Matters.
      (a) The
      Schedules and Exhibits referred to herein shall be construed with and as an
      integral part of this Agreement to the same extent as if they were set forth
      verbatim herein.

     

    (b)
      The
      specification of any dollar amount in the representations and warranties
      contained in this Agreement or the inclusion of any specific item in any
      schedule hereto is not intended to imply that such amounts or higher or lower
      amounts, or the items so included or other items, are or are not material,
      and
      no party hereto shall use the fact of the setting of such amounts or the
      inclusion of any such item in any dispute or controversy between the parties
      as
      to whether any obligation, item or matter not described herein or included
      in a
      Schedule or Exhibit is or is not material for purposes hereof.

     

    (c)
      As
      used
      herein, “include”, “includes” and “including” are deemed to be followed by
“without limitation” whether or not they are in fact followed by such words or
      words of like import; “writing”, “written” and comparable terms refer to
      printing, typing, lithography and other means of reproducing words in a visible
      form; references to any person are also to its successors and permitted assigns;
      “hereof”, “herein”, “hereunder” and comparable terms refer to the entirety
      hereof and not to any particular article, section or other subdivision hereof
      or
      attachment hereto; references to any gender include the other gender; references
      to the plural include the singular and vice versa; references to this Agreement
      or other documents are as amended or supplemented from time to time; unless
      otherwise specified, references to “Article”, “Section” or another subdivision
      or to an attachment or “Schedule” or “Exhibit” are to an article, section or
      subdivision hereof or an attachment or “Schedule” or “Exhibit”
hereto.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    5.12 No
      Benefit to Others.
      The
      representations, warranties and covenants contained in this Agreement are for
      the sole benefit of the parties hereto and their respective successors and
      permitted assigns and they shall not be construed as conferring and are not
      intended to confer any rights on any other persons or entities.

     

    5.13 Preparation
      of Agreement.
      Counsel
      for the parties have participated in the preparation and review of this
      Agreement, and have negotiated it on behalf of their respective clients. For
      purposes of construction, this Agreement shall be deemed to have been drafted
      by
      all parties, and no ambiguity shall be resolved against any party by virtue
      of
      his, her or its participation in the drafting of the Agreement.

     

    5.14 Attorneys’
      Fees.
      If
      either party shall initiate a legal proceeding to enforce its rights hereunder,
      the prevailing party in such legal proceedings shall be entitled to recover
      from
      the other party all costs, expenses and reasonable attorneys’ fees incurred in
      connection with such proceedings.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on the date and year first above
      written.

     

    
      	
              SELLER:

            
	
              R.
                Thomas Kidd

            
	 	 
	
               

            	 
	 	 
	
              R
                Altman 

            
	 	 
	
               

            	 
	 	 
	
              Director
                

            
	
              PURCHASER:

            
	 	 
	
              VERIDIGM,
                INC.

            
	 	 
	
              By:

            	 
	
              Gary
                Freeman

            
	
              President
                & CFO 

            


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    
      	
              SPORTSQUEST
                INC

            
	 	 
	
              By:

            	 
	
              Name:

            
	
              Title:

            
	 
	
              DOMARK
                INTERNATIONAL, INC

            
	
              (only
                as it relates to Domark International, Inc.)

            
	 	 
	
              By:

            	 
	
              Name:

            
	
              Title:

            


    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    EXHIBIT
      “A” Seller’s
      common and preferred shares list 

    
 

    EXHIBIT
      “B” TM
      Judgment

    
 

    EXHIBIT
      “C” Schedule
      of all outstanding remaining liabilities to be evidenced in affidavit form
      and
      sworn and notarized by officer(s) / director(s)

    
 

    EXHIBIT
      “D”  “NIR
      Holders Consolidated Notes”

    
 

    EXHIBIT
      “E” All
      remaining assets of SPQS will be transferred to DOMK or other nominated DOMK
      subsidiary upon closing for the consideration represented herein, excluding
      500,000 shares of DOMK held by SPQS, which shares will remain in SPQS and
      nominated to designated party.

     

    
      
         

      

      
        12