exhibit103.htm


    
       

      
        
          
            PLAYNET,
INC.

            Home
of CRS
Development
Studios 

            www.playnet.com


          
  

      

    


    September
8, 2008

    


    LETTER
OF AGREEMENT

     

    BETWEEN

     

    Far
Vista Interactive
Corporation               And                   Playnet,
Inc.

    365 Simon
Fraser                                                                        1901
Central Drive1901 Central Drive, 400

    Saskatoon,
Saskatchewan                                                          Suite
400

    Canada,
S7H
3T5                                                                        Bedford,
Texas 76021 USABedford, TexasUSA 76021

     USA
76021

     

    Background

    


    Playnet,
Inc., a Texas-based corporation, in commercial operation since April
1999, specializes in developing Massively Multiplayer Online Games (MMOGs) and
the technologies and services required to commercially operate them in the
online sector of the video games industry.

    


    Playnet‘s
proprietary back-end/back-office systems provide a robust and flexible platform
for fast, safe customer data recording and tracking with powerful administration
tools and flexible billing services.  Playnet is partnered with Bibit
Global Payment Services, a leading service provider of real-time multi-channel,
multi-currency payments.  Coupled with Playnet’s MMOG operations
platform, the package delivers a comprehensive accounts administration and
billing solution for independent game developers looking for a quicker and less
expensive way to support their online games’ business operations.

    


    Far Vista Interactive, a
dynamic online entertainment company in Saskatchewan and listed on the
NASDAQ Bulletin Board, has developed the online Tournament First Person Shooter
“Run the
Gauntlet”, a continual, pay-to-play online computer game tournament using
Epic’s Unreal 3 game engine and Playnet’s back-end office system for
administration and billing services. 

     

    Far
Vista’s innovate and unique approach in its art and programming has resulted in
a game considered, by many gamers who have tested it, to be “an enjoyable,
creative, leading-edge and appealing, multi-player arena first person shooter
combat game for adults.” By combining the strengths of its partners with its own
capabilities, Far Vista has created a game experience where players of all skill
levels can enjoy the opportunity to compete on a worldwide stage and proclaim,
“Everything
else is just a game!” 


    
      
        
           1901 Central Drive, Suite
400    Bedford, TX USA
76021    Phone:  (817)
358-7580    Fax:  (817) 358-7585

          Ó2000-2008 Playnet, Inc. All
rights reserved

        

         


      

      
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    Letter
of Agreement

    


    Playnet
Inc. (Playnet) and Far Vista Interactive (Far Vista) wish to enter into a
licensing  agreement in which Playnet will provide end user account,
administration, billing and reporting services by way of licensing it
proprietary software applications and rights to access and modify it’s
applications to Far Vista.  In exchange, Far Vista will pay an annual
licensing fee plus a percentage of gross revenue derived from the operations of
their game, ‘Gauntlet’ to Playnet.

    


    This
letter of agreement outlines the terms, deliverables and fees related to a
formal licensing agreement, which will be negotiated and agreed to by both
parties at a later date.

    


    Licensing
Agreement – Proposed Terms & Conditions

    


    1.0 Term- The agreement has a
term of 12-months with an automatic 12-month renewal unless either party
canceled with notice.

    


    2.0
Definition of Software Applications-

    


    CORE
BILLING- Playnet will license to FAR VISTA INTERACTIVE access to core billing
components which provide payment processing for various cards and offline
payment services serving both domestic and international customers.

    


    CORE
ADMINISTRATION- Playnet will license to FAR VISTA INTERACTIVE access and ability
to create new/edited/duplicate administrative tools through database scripts and
web pages. Collectively these tools provide capabilities in key
areas:

    


    
      	
              a)  

            	
              Creation/Modification
      of user accounts

            


    

     

    
      	
              b)  

            	
              Creation/Modification
      of billing events such as mailings and automated account status
      changes.

            


    

     

    
      	
              c)  

            	
              Creation/Modification
      of content associated with billing events and account status
      changes.

            


    

     

    
      	
              d)  

            	
              Access
      to interface from both BILLING and ADMINISTRATION for purpose of
      authentication (game servers)

            


    

     

    3.0 Development Services-
Playnet agrees to further develop its CORE BILLING and CORE
ADMINISTRATIVE applications in order to provide methods for a new type of
transaction and virtual currency as specified by FAR VISTA 

     

    
      
         

      

      
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    INTERACTIVE
(token system). This will also provide methods for crediting and debiting end
user virtual and real money accounts. The costs for developing these
billing/account features will be absorbed by Playnet as part of the licensing
agreement. These development services are restricted to this project task. Other
development of administrative tools and end user applications (web) are not
included nor bid on. All modifications, versions and/or upgrades to Playnet’s
software shall remain the sole property of Playnet.

    


    4.0 Support Services- Playnet
will provide development support services to FAR VISTA INTERACTIVE and its
development team in so far that FAR VISTA INTERACTIVE will be custom developing
new administrative tools based on Playnet's software as well as creating custom
web applications for both administrative and end user environments. The costs
for providing this support will be absorbed by Playnet as part of the licensing
agreement and annual maintenance license.

    


    5.0 Billing Transaction Services-
Playnet will provide billing transaction services through Bibit Global
Payment Solutions with all the available capabilities, reporting and settlement
services as provided

    


    6.0 Fees- The licensing fee
will be $125,000USD for the first year with an annual maintenance license of
$25,000USD payable on the first month of each successive one-year term. Playnet
will require 50% of the initial $125,000 upon execution of the agreement
($62,500) with the remaining 50% payable six months later. In exchange for
providing interface applications, administrative services and reporting to FAR
VISTA INTERACTIVE, 5% of all gross revenues earned from FAR VISTA INTERACTIVE
products/services through Playnet's CORE BILLING services will be paid to
Playnet. This service fee will be payable to Playnet monthly, in
arrears.

    



    
      
         


      

      
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    PLAYNET
and FAR VISTA have executed this Memorandum as of the last date as written
following the signatures below to preserve a record of what has been verbally
discussed between the parties until now.  PLAYNET and FAR VISTA intend
to replace this Memorandum with a Final Licensing Agreement as soon as
possible.

    


    FAR VISTAPLAYNET, INC.


    


    By:/s/ Richard
Buckley                                                                                    
By: /s/ Jim Mesteller

    Name: Richard
Buckley                                                                                Name: Jim
Mesteller

    Title:
President & CEO                                 
Title:  President & CEO

     

    Date:
October 27, 2008                              Date: October 27,
2008

     

    Email:
richard.buckley@shaw.ca                        Email:
mestell@playnet.com

    



    
      
         


      

      
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