Tryx Ventures Corp. - Exhibit 10.12






SOFTWARE LICENSE AGREEMENT

This Software License Agreement (“Agreement”) is entered
  into as of this 16th day of August 2005 by and between Fortuna
  UK a to-be-formed UK Corporation (the “Licensee”) located at 7 College
  Mansions, Winchester Ave. London, England, NW67TYand Mobile Gaming Now, Inc.,
  a British Columbia corporation (the “Licensor”) located at #1505–409
  Granville Street, United Kingdom Building, Vancouver, BC, Canada, V6C 1T2.

Recitals

	A. 	
      Licensor licenses certain computer software utilized for
      the operation of Internet and Wireless gaming services (the
      "Software”).

	 	 
	B. 	
      Licensee desires to operate an Internet / Mobile Gaming
      Operation and desires to obtain a limited license to utilize the
      Software.

	 	 
	C. 	
      Accordingly, Licensor hereby licenses the Software to
      Licensee and Licensee hereby licenses the Software from Licensor upon the
      terms and conditions set forth herein.



Agreement

In consideration of the foregoing and following terms,
covenants, promises, premises and conditions, and for other good and valuable
consideration, the sufficiency, adequacy and receipt of which are hereby
acknowledged, the parties hereby agree as follows:

	1. 	
      Recitals. Recitals are a material
      part of this Agreement.

	 	 	 
	2. 	
      Definitions. For purposes of this
      Agreement, the following terms shall have the following
meanings:

	 	 	 
		a. 	
      Authorized Client Provider: “Authorized Client
      Provider” shall mean a person who has, by virtue of a Client Provider
      Authorization issued by the Commission, been authorized to conduct
      interactive gaming and interactive gaming related activities within or
      from the Territories.

	 	 	 
		b. 	
      Confidential Information. “Confidential
      Information” shall mean, without limitation, material, information,
      documents, software, plans, strategies, customer and vendor lists,
      marketing information, studies and other information owned, licensed,
      developed or otherwise proprietary in nature in the possession of
      Licensor, Licensee or their agents, respectively, which is not generally
      available to or used by others or the utility or value of which is not
      generally known or recognized as a standard practice, whether or not the
      underlying details are in the public domain.

	 	 	 
		c. 	
      Games. “Games” shall mean Texas Holdem Poker.
      (Games are subject to change)

	 	 	 
		d. 	
      Hardware. “Hardware” shall mean all the necessary
      computers, servers, routers, cabling, monitors, hard drives, back-up
      systems, and other equipment, as required to properly store, distribute
      and run the Software. Provision and maintenance of all Hardware shall be
      the sole responsibility of the Licensee.

	 	 	 
		e. 	
      Interactive Gaming License. “Interactive Gaming
      License” shall mean a license issued by the Kahnawake Gaming Commission
      for hosting at certified premises for the purpose of conducting
      interactive gaming or interactive gaming related activities wholly
      situated within the Mohawk Territory of Kahnawake.

	 	 	 
		f. 	
      Internet / Mobile Gaming Operation. A
      comprehensive term used to describe the Licensee’s complete online gaming
      business as set forth under this Agreement.




	Prepared July 11, 2005 	1 








  		g. 	 MGN Mobile Gaming Platform. “MGN Mobile
          Gaming Platform software” shall mean a stand alone, turn-key gaming
          system that facilitates the playing, administration and management of
          games of chance or skill online or on a mobile handset.

	 	 	 
		h. 	 Software. As described in Schedule A which
          includes all software and related application as well as any data that
          the Licensor agreed on in the terms of this agreement. And will use
          the language that is selected on Schedule A. Any additional request
          from the Licensee on the software development, new games or new marketing
          systems must have a separate agreement and quote for development.

	 	 	 
		i. 	 User. An individual that utilizes the Software
          operated by the Licensee.

	 	 	 
		j. 	 Website. A wireless interface website created
          by the Licensor - if so desired by the Licensee - that serves as the
          Licensee’s primary portal to the Software. The URL for the Website
          is listed in Schedule B of this Agreement.

	 	 	 
	3. 	 Software License. Licensor
          hereby licenses to Licensee the Software on the terms and conditions
          contained herein for the period of this Agreement. Such Software License
          is granted on a non-exclusive, non-transferable, non-assignable basis.
          See Schedules A through H. Other schedules may be attached.

	 	 	 
		 Schedule A – General Description of
          Software

		
        Schedule B – Schedule of Hardware,
          Software and Support Fees

          Schedule C - Fees

          Schedule D - Security

          Schedule E - Customer Support

          Schedule F - Pricing and Revenue Model

          Schedule G - Transaction Processing

          Schedule H - Kahnawake Interactive Gaming License / Forms B, C and D

        
	 	 	 
	4. 	 Indemnification.

	 	 	 
		a. 	 Limitation on Indemnification. Except as otherwise
          provided herein, Licensee acknowledges and agrees that neither Licensor
          nor its agents, nor any of their respective members, shareholders, vendors,
          suppliers, directors, officers, employees or representatives (collectively
          the “Licensor Parties”) will be liable to the Licensee or
          any of the Licensee’s customers for any special, indirect, consequential,
          punitive or exemplary damages, or damages for lost profits or savings,
          in connection with this Agreement, its performance or breach. If despite
          the foregoing limitations, any of the Licensor Parties should become
          liable to Licensee or any other person (a “Claimant”), the
          maximum aggregate liability of the Licensor Parties shall be limited
          to the lesser of the actual amount of loss or damage suffered by Claimant
          or the sum of Licensee’s fees payable by the Licensee to Licensor
          within the two (2) months immediately preceding the loss.

	 	 	 
		b. 	 Activities of Licensor. Licensor shall indemnify,
          defend and save harmless Licensee and its members, shareholders, vendors,
          suppliers, directors, officers, employees, agents, contractors, representatives,
          parent company, and subsidiaries (together, the “Licensee Indemnified
          Parties”) from and against all damages, losses, costs and expenses
          (including actual legal fees and costs), fines and liabilities incurred
          by or awarded asserted or claimed against any of the Licensee Indemnified
          Parties by any third party, including, without limitation, any licensing
          or government agency who licenses, regulates, or otherwise governs the
          licensing or use of Internet gambling in connection with the Licensor's
          activities under this Agreement, including claims brought by a person
          using or relying upon any advice given or publication produced and distributed
          by the Licensor.

	 	 	 
		c. 	 Activities of Licensee. Licensee shall indemnify,
          defend and save harmless Licensor and its members, shareholders, vendors,
          suppliers, directors, officers, employees, agents, contractors, representatives,
          parent company, and subsidiaries (together, the “Indemnified Parties”)
          from and against all damages, losses, costs and expenses (including
          actual legal fees and costs), fines and liabilities incurred by or awarded
          asserted or claimed against any of the Indemnified Parties by any third
          party, including, without limitation, any licensing or government agency
          who licenses, regulates, or otherwise governs the licensing or use of
          Internet gambling in connection with






	Prepared July 11, 2005 	2 






the Licensee's activities under this
Agreement, including claims brought by a person using or relying upon any advice
given or publication produced and distributed by the Licensee.

	5.  	Disruptions. 
	  	 	  
	           
                    	a.	
      Defects. Licensor will use reasonable efforts to
      guarantee the long term quality and integrity of the
      Software. However, Licensor can not guarantee that the Software is
      error-free. Licensee acknowledges hereby that such complete freedom
      of programming errors is unattainable within the software industry. If the
      Software fails to substantially conform to its defined
      specifications, Licensee may report defects (”Defects”) to Licensor in
      writing. Within ninety (90) days of such written notice, although
      with reasonable efforts to minimize such time period, Licensor shall,
      at its option, complete one of the following: (1) substantially correct
      such Defects provided that the Software has not been altered or
      reconfigured in any manner by Licensee or its agents, or (2) replace
      such portion of the Software or entire Software so long as the
      replacement remains within the noted specifications of the Software.
      If Licensor fails to substantially correct Defects within sixty (60) days
      of written notice by Licensee, then as Licensee’s sole remedy
      Licensee may terminate this Agreement with respect to such release of
      the Software. In the event that Licensee elects to terminate the
      Agreement, Licensee may recover fees paid to Licensor in accordance
      with the Agreement up to a maximum amount equivalent to the fees paid to
      Licensor by Licensee during the two months prior to termination.
    













	  	 	  
	           
          	b. 	
      Temporary Disruptions. Licensee acknowledges that
      from time to time, as a result of numerous reasons, including,
      without limitation, Hardware failure, Software failure, Software
      maintenance, Software bugs, Software upgrades, supplier failures, or
      acts of God, the services and product performance provided under this
      Agreement by Licensor may be temporarily disrupted. Licensee
      acknowledges and agrees that neither Licensor, its agents nor any
      Licensor Parties will be liable to Licensee or any of Licensee’s customers
      or Licensee Parties for any special, indirect, consequential,
      punitive or exemplary damages, or damages for loss of profits or savings,
      or any other damages, costs or expenses incurred by Licensee,
      Licensee Parties or Licensee Users in connection with any such
      temporary disruptions. 








	  	 	  
	6. 	Government Issues. 
	 	 	 
	    	Licensor shall not be held liable for any
      damages of any kind that result from any government or quasi- government
      legislation, policy or action. 

	  	 	  
	7. 	Conditions of License. 
	  	 	  
	           
          	a. 	
      Ownership of Software. All right, title and
      interest in and to the Software, and any copies and/or derivatives thereof
      and all documentation, code and logic, which describes and/or composes
      such software or any such derivatives shall remain the sole and exclusive
      property of Licensor or its agents, as the case may be, pursuant to the
      terms of Licensor’s agreement with its agents, if any, and Licensee shall
      not edit, reverse engineer, copy, emulate, create derivatives of, compile
      or decompile or otherwise edit, tamper or modify the Software in any way.
      In the event of any such editing, reverse engineering, copying, emulation,
      creation of derivative, compilation, decompilation, editing, tampering or
      modification of the Software by Licensee, Licensee shall unconditionally
      assign and transfer any intellectual property created by any such
      non-permitted act to Licensor. 








	  	 	  
	        	b. 	
      Force Majeure. Except as otherwise specifically
      provided herein, Licensor and its agents shall not be responsible for
      failure of performance of this Agreement due to causes beyond their
      control, including, without limitation, work stoppages, communications
      outages, fires, civil unrest, riots, rebellions, acts of God and similar
      occurrences. 




	  	 	  
	  	c. 	
      Software Format. The Software format shall remain
      standard as determined in Licensor’s sole discretion. 

	  	 	  
	        	d. 	
      Non-Exclusive Agreement. Subject only to the right
      of first refusal set out in sub-paragraph 12. b.1 hereof, Licensee
      acknowledges that this is a non-exclusive agreement and that Licensor will
      enter into further licensing agreements with an undefined number of other
      parties, and that Licensor may continue any and all such competitive and
      related activities without any liability to Licensee hereunder. 







	Prepared July 11, 2005 	3 







	           	e.          
    	Compliance with Applicable Law.
      Licensee shall be responsible for ensuring that Licensee, and any of its
      Associates, are operating the Software in compliance with any and all applicable
      state, provincial, national, and international laws. Licensee shall bear
      the sole responsibility of determining which jurisdictions have declared
      Internet and or mobile gaming illegal. Further, Licensee shall be solely
      responsible for determining which jurisdictions to accept wagers from and
      for which jurisdictions to market to. As such, Licensee shall stay abreast
      of the legality of online gaming in jurisdictions from which it accepts
      wagers. 





	 	  	 	    
	       	f.       	Money-Laundering. Licensor has a
      zero-tolerance policy for money-laundering activities with respect to the
      use and operation of the Software and Licensee hereby represents and warrants
      that it will take all actions as necessary to ensure that no money-laundering
      activities occur through Licensee's, and Licensee’s Associates, operation
      of the Software. 



	 	  	 	    
	   	g.   	User Bonus Restrictions. Licensee
      shall be solely responsible for any bonuses, incentives, comps, or free
      game credits given to Users by Licensee. 

	 	  	 	    
	     	h.     	User Loyalty Programs. Licensee
      shall be solely responsible for any costs associated with operating any
      player loyalty or incentive programs. Such costs may include, but not be
      limited to, redemptions by Users for any prizes or rewards.   


	 	  	 	    
	8.	Term and Termination. 
	 	  	 	    
	       	a.       	Term. Subject only to subparagraphs
      8. c. and d.hereof, this Agreement shall commence and be deemed effective
      on the date when fully executed (the “Effective Date”). This Agreement
      shall remain in effect for a period of three (3) years from the Effective
      Date (the “Term”) and shall be automatically renewed indefinitely
      for additional one (1) year terms. 



	 	  	 	    
	           	b.          
    	In the event Licensor completes the sale
      of its business interests and/or shares to a third party,and pursuant to
      the provision of the Assignment paragraph 8 (g), Licensee will have the
      option to continue to be licensed by the Licensor’s successor organization
      and/or receive a complete copy and full working version
      of the Licensor’s Software and systems as defined in Schedule
      A at a price to be determined by an outside valuator. By acquiring the Software
      and systems defined in Schedule A, Licensee will be permitted to operate
      as a stand alone business without further obligations to Licensor. 





	 	  	 	    
	   	c.   	Licensee Default. In the event that
      Licensee is in default of any provision of this Agreement and has failed
      to cure such default, Licensor may terminate this Agreement upon written
      notice to Licensee effective immediately. 

	 	  	 	    
	   	d.   	Party Default. This Agreement may
      be terminated forthwith at any time by either party upon written notice
      to the other party:- 

	 	  	 	    
	     	      	(a)    	if the other party commits a material breach of this
      Agreement and if such breach is curable, fails to cure the breach within
      thirty (30) days of receiving notice of such breach from the non- breaching
      party; 


	 	  	 	    
	   	  	(b)  	if a distress or execution is levied upon or against
      any of the chattels or property of the other party and the same is not paid
      within seven (7) days of the levying of the same;    

	 	  	 	    
	       	      	(c)      	if a resolution is passed for the winding-up of the
      other party, or a petition for the liquidation of the other party is presented,
      or an event analogous to the foregoing occurs (otherwise than for the purpose
      of reconstruction or amalgamation) in any jurisdiction where the other party
      is resident, or the other party has a receiver or an administrative receiver
      appointed; or    



	 	  	 	    
	 	  	(d) 	if the other party shall cease or threaten to cease to carry
      on its business. 
	 	  	 	    
	 	e. 	Any notice of termination pursuant to this Agreement
      shall be in writing and sent to the other party 



	Prepared July 11, 2005 	4 







	       	f.      	
      Immediately upon termination for any reason whatsoever,
      Licensee shall return any and all copies of the Software, the Derivative
      Works, and any documents or materials provided by Licensor to Licensee
      under this Agreement. Licensee shall immediately destroy and delete all
      electronic copies of the same and confirm such destruction upon oath to
      Licensor. 




	 	 	    
	           
       	g.          
       	
      Assignment. Neither party may assign any of its rights or
      delegate any of its duties under this Agreement without the prior written
      consent of the non-assigning party, such consent not to be unreasonably
      withheld. In the event of any merger, consolidation, take-over or other
      corporate restructuring including, without limitation, continuance into
      any jurisdiction involving the requesting party or any sale or other
      transfer of all or substantially all of the assets of the requesting party
      or any change in control of the requesting party, this Agreement and the
      rights and duties hereunder shall be assignable by the requesting party
      without the prior consent of the other party. 







	 	 	    
	9. 	Remuneration. 
	 	 	    
	   	a.    	
      Fees. A fee schedule is provided in Schedule C
      listing all fees associated with the setup and operation of the license by
      the Licensee. 


	 	 	    
	 	a. 	Initial Fee. 
	 	 	    
	     	     	
      Subject to sub-paragraphs 12. (d) and 13, (e) hereof,
      Licensee shall pay Licensor a one-time, non – refundable, Licensing
      Acquisition Fee as the "Initial Fee" in consideration of Licensor’s
      consent to enter into this Agreement to Licensor’s Bank Account in
      accordance with Schedule C. 



	 	 	    
	 	b. 	Monthly Merchant Fee. 
	 	 	    
	           
       	           
       	
      At such time Licensee is authorized to conduct
      interactive gaming and interactive gaming related activities within or
      from the Territories by virtue of receiving a Client Provider
      Authorization status issued by the Commission, Licensee shall commence
      paying to Licensor, a monthly merchant fee (the “Monthly Merchant Fee”).
      The fee schedule shall be in accordance with Schedule C and based on the
      total number of players registered with the Licensee. A report shall be
      provided to the Licensor on the 1st of each month for the total
      number of players registered with the Licensee the previous month. This
      number is used to invoice the Licensee for the Monthly Merchant Fee.
    







	 	 	    
	 	c.  	Changes in Fees 
	 	 	    
	           	           	
      All fees set out in this Clause 9 (b) and Schedule C
      payable to Licensor shall be subject to changes by Licensor at the end of
      the initial term of three years and thereafter, at the end of every year ,
      Both parties shall review proposed changes and negotiate fee increases
      that are fair and equitable. If any such dispute on fee increases cannot
      be settled amicably through ordinary negotiation by appropriate
      representatives of Licensor and Licensee, the matter shall be settled by
      arbitration in accordance with an Arbitration Act mutually agreed upon by
      the parties. 






	 	 	    
	 	d. 	Taxes and other Governmental Fees. 
	 	 	    
	   	   	
      Any charges, taxes, duties, fees, excises, tariffs or
      governmental fees, if any, in connection with the Licensee’s activities
      under this Agreement shall be the sole responsibility of the Licensee.
    


	 	 	    
	11. 	Confidentiality 
	 	 	    
	     	a.      	
      General Statement. The parties shall not disclose,
      publish, or disseminate Confidential Information to anyone other than
      those of its employees or others with a need to know, and the parties
      agree to take reasonable precautions to prevent any unauthorized use,
      disclosure, publication, or dissemination of Confidential Information.
    






	Prepared July 11, 2005 	5 







	
         
		
      The parties agree not to use Confidential Information
      otherwise for its own or any third party’s benefit without the prior
      written approval of an authorized representative of the other party in
      each instance. 


	 		  
	
             
	
      b. 
	
      Power of Attorney. Additionally, Licensee grants
      to Licensor a power of attorney to execute any such documents as may be
      required to fully assign and vest any propriety rights created by Licensee
      regarding the Software during the term and within the scope of this
      Agreement to Licensor. Such power of attorney is a power coupled with an
      interest and is irrevocable. 




	 		  
	
             
	
      c. 
	
      Further Actions. On Licensor's request, Licensee
      agrees to execute such additional documents as may be necessary to
      appropriately and completely assign and vest in Licensor any property
      rights to the Software, as Licensor’s sole and exclusive property, which
      became vested in or inured to the benefit of Licensee during the Term of
      this Agreement. 




	 		  
	
           
	
      d. 
	
      Return of Confidential Information. On termination
      of this Agreement, or at the request of Licensor before termination,
      Licensee shall deliver to Licensor all material in Licensee's possession
      relating to Licensor's business and the Software. 



	 		  
	
             
		
      e. Confidentiality of Agreement. Licensee shall
      not disclose the contents of this Agreement or any Confidential
      Information to any third party who is not bound to maintain
      confidentiality between the parties. Licensee acknowledges that disclosure
      of the terms of this Agreement to third parties would cause considerable
      damages, which would be extremely difficult to determine, and irreparable
      harm to Licensor. 




	 		  
	12. 	Obligations of Licensor. 
	 		  
	
         
	
      a. 
	
      Software Implementation Support. The Licensor
      through Illuminated Technologies shall provide Licensee technical support
      for the installation and implementation of Software onto Licensee’s
      Hardware. 


	 		  
	
                   
	
      b. 
	
      Additions to Software. Licensor may from time to
      time, at its sole discretion and election, create additional games and/or
      Software features, which may be added to the Software. If additional Games
      or features are made available as a standard part of the Software,
      Licensor, upon Licensee's written request, shall provide to Licensee such
      additional Games or features at no additional cost to Licensee. Such
      additional games or features shall be provided to Licensee’s Associates,
      if any, at Licensor’s then prevailing rates. Further, such additions or
      features shall not apply to unique products or features created by
      Licensor, or its agents, for other licensees or parties that may have
      contracted with Licensor for the development of a specific product or
      feature. 







	 		  
	
                 
	
      b. 
	
      1 Right of First Refusal. Licencee is hereby granted a
      three month right of first refusal in respect of all additional games
      referred to in subparagraph 12. b. herein and in Numbers 6 and 7 of
      Schedule A attached hereto which, without limiting the generality of the
      foregoing, means that any and all additional games shall be added, at no
      charge to Licensee’s software and website no less than three months prior
      to the same additional games being offered or added to other the websites
      of other licensees of Licensor. Thereafter, such additional games may be
      offered to other licensees. 






	 		  
	
                   
		
      Website Design and Software Customization. In
      accordance with Licensee’s design preferences, Licensor shall provide for
      the graphic design customization for the Software and Website of the
      Licensee gaming site. Licensee shall be responsible for the selection and
      payment of the URL for such Website in each language as set out in
      Schedule A. Additional web design services, including website development
      for Licensee in any additional languages agreed between the parties in
      writing from time to time, may be made available to Licensee in accordance
      with the fee schedule noted in Schedule C or as the fee schedule may be
      revised by Licensor from time to time. 







	 		  
	
               
		
      Licensor shall have the right at any time to change the
      contents, format, design or any other elements within the Software at its
      sole discretion. If Licensee makes specific requests regarding additional
      contents to be included in the Software, the Licensor shall discuss with
      Licensee regarding the feasibility of the same and if Licensor agrees to
      the additional contents, it shall make such additions to the Software in
      accordance with the fee schedule set out in Schedule C (or as it may be
      revised from time to time). 








	Prepared July 11, 2005 	6 







	
             
	
      d.       
	
      Kahnawake Gaming License. The Licensor will file
      to obtain an Interactive Gaming License and become a License Holder with
      the Kahnawake Gaming Commission. In the event that an Interactive Gaming
      License is not obtained by Licensor on or before November 1, 2005,
      Licensee shall, upon written request made by Licensee to Licensor,
      forthwith be entitled to a refund from Licensor in the amount of $50,000.
      




	 	  	  
	
         
	
      e.   
	
      Customer Acquisition. The Licensor will assist the
      Licensee in generating new leads and promotions. Software design and
      strategies will employ customer acquisition strategies. 


	 	  	  
	13. 	Obligations of Licensee. 
	 	  	  
	
             
	
      a.       
	
      Hardware. Licensee shall own and operate the
      specified hardware and utilize the certified premises within the Mohawk
      Territory of Kahnawake for hosting subject to licensing approval. Licensee
      will hire Illuminated Technologies to provide hardware and software
      support. Licensee also agrees to purchase the necessary hardware to extend
      system capacity based on the number of players. 




	 	  	  
	
           
	
      b.     
	
      Marketing. Licensee shall at all times use its
      best endeavours to promote the Website and the Software to all Users and
      potential Users. The Licensee shall provide marketing, advertising and
      publicity for the Website and the Software. 



	 	  	  
	
           
	
      c.     
	
      Merchant Accounts. The Licensee will use the
      approved services of Blue Wave Merchant Services and/or an approved
      processor certified by Licensor to facilitate merchant account and payment
      services. See Schedule G - Transaction Processing. The Licensor does not
      have access to the Licensee’s player accounts. 



	 	  	  
	
           
	
      d.     
	
      Proprietary Symbols. Licensee shall ensure that
      the entry page of all Licensee and Licensee Associate websites each
      display a proprietary icon, as supplied by Licensor, with a hyperlink to
      the website of the Licensor or Licensor’s agent, as defined by Licensor.
      



	 	  	  
	
                   
	
      e.             
	
      Authorized Client Provider License. The Licensor
      is responsible for obtaining an Interactive Gaming License from the
      Kahnawake Gaming Commission and the Licensee is responsible for the
      application process for becoming an authorized Client Provider under the
      master license. In the event that an Interactive Gaming License is not
      obtained by Licensor and Licensee on or before November 1, 2005, Licensee
      shall, upon written request made by Licensee to Licensor, forthwith be
      entitled to a refund from Licensor in the amount of $50,000. The Licensee
      can also obtain its own gaming license from a recognized jurisdiction for
      the operation of the licensed Software. See Schedule H - Kahnawake
      Interactive Gaming License. 







	 	  	  
	
           
	
      f.     
	
      Customer Support. The Licensee shall maintain a
      professional and competent customer support system either in-house or with
      a third party service provider such as ABC Directories in accordance with
      the training plan established and managed by the Licensor. 



	 	  	  
	14. 	Representations and Warranties. The
      parties hereby represent and warrant as follows: 
	 	  	  
	
           
	
      a.     
	
      Random Number Generator. Licensor has used all
      reasonable endeavours to ensure that there is no bias and that random
      selection of the results of MGN Texas Holdem within the Software emulate
      live situations as much as is practically possible and economically
      motivated with computer generated situations. 



	 	  	  
	
         
	
      b.   
	
      Legality. Licensor makes no representation or
      warranty that the use of the Software for purposes of gambling, as that
      term is commonly understood in trade and industry, is legal in any
      jurisdiction. 


	 	  	  
	
         
	
      c.   
	
      Merchantability and Fitness. Licensor disclaims
      all other warranties, either express or implied, including but not limited
      to implied warranties of merchantability and fitness for a particular
      purpose, with respect to the Software. 


	 	  	  
	
           
	
      d.     
	
      Representations. Licensee acknowledges that
      Licensor has not made any representations or claims, written, verbal or
      otherwise, as to the potential profitability or revenues that may be
      generated through the Software or the Internet / Mobile Gaming Operation.
      






	Prepared July 11, 2005 	7 







	15.
    	Intellectual Property
      Infringement. 
		 	  
		
      a.              
       
	
      Copyright Infringement Claims. Licensor agrees to
      defend Licensee against, and pay the amount of any adverse final judgement
      (or settlement to which Licensor consents) resulting from, third party
      claim(s) (”Indemnified Claims”) that the Software infringes any copyright
      provided: 1) Licensor is notified in writing of the existence or
      reasonable suspicion of an Indemnified Claim within fifteen (15 ) days of
      receipt of said claim by Licensee, 2) that Licensor is provided sole
      control over any defence or settlement related to an Indemnified Claim,
      and 3) that Licensee provides reasonable assistance in the defence of the
      same. Notwithstanding the above and for avoidance of doubt, Licensor
      assumes no responsibility whatsoever in respect to Licensee’s website
      domain name(s) or any other feature or design relating to the Website or
      the Software which is included or added thereon or therein per Licensee’s
      request. 









		 	  
		
      b.      
	
      Resolution of Copyright Infringement Claims. In
      the event Licensor receives information concerning an Indemnified Claim,
      Licensor may at its expense, without obligation to do so, either 1)
      procure for Licensee the right to continue to use the alleged infringing
      Software, or 2) replace or modify the Software to make it non- infringing,
      and in which case, Licensee, shall thereupon cease the use of the alleged
      infringement. 




		 	  
		
      c.          
	
      Claim Restrictions. Licensor shall have no
      liability for any intellectual property infringement claim (including an
      Indemnified Claim) based on Licensee’s: (1) use of any Software after
      Licensor’s notice to Licensee that Licensee should cease to use such
      Software due to such a claim; or (2) combination of a Software with any
      other product, program or data not provided or developed by Licensor; or
      (3) adaptation or modification of the Software not provided or authorized
      by Licensor. For all claims described in this section, Licensee agrees to
      indemnify and defend Licensor from and against all damages, costs and
      expenses, including reasonable attorneys’ fees. 






		 	  
		
      d.  
	
      URL Trademark Issues. Licensee shall be solely
      responsible for any trademark disputes that may arise regarding the URLs
      utilized by Licensee and its Associates, if any, in connection with this
      Agreement. 


		 	  
	
      16. 
	
      No Employment Contract. Except as
      specifically provided herein, nothing contained in the Agreement shall be
      construed to constitute either party as a partner, employee, or agent of
      the other, nor shall either party have any authority to bind the other in
      any respect, it being intended that each shall remain an independent
      contractor responsible for its own actions. 




		 	  
	
      17. 
	
      Representation of Understanding. All
      parties and signatories to this Agreement acknowledge and agree that the
      terms of this Agreement are contractual and not mere recital, and all
      parties and signatories represent and warrant that they have carefully
      read this Agreement, have fully reviewed its provisions with their
      attorneys, know and understand its contents and sign the same as their own
      free acts and deeds. It is understood and agreed by all parties and
      signatories to this Agreement that execution of this Agreement may affect
      rights and liabilities of substantial extent and degree and with the full
      understanding of that fact, they represent that the covenants provided for
      in this Agreement are in their respective best interests. 







		 	  
	
      18. 
	
      Construction. This Agreement was drafted
      jointly by the parties and their attorneys, and its provisions shall not
      be construed against either party. 


		 	  
	
      19. 
	
      Entire Agreement. This Agreement and the
      exhibits and schedules attached hereto constitute the entire agreement
      between the parties and signatories and all prior and contemporaneous
      conversations, negotiations, possible and alleged agreements, and
      representations, covenants, and warranties, express or implied, oral or
      written, with respect to the subject matter hereof, are waived, merged
      herein and superseded hereby. Other than the recommended options to select
      Illuminated Technologies, Blue Wave Merchant Services and ABC Directories,
      which may be referred to in this Agreement, there are no other agreements,
      representations, covenants or warranties not set forth herein. The terms
      of this Agreement may not be contradicted by evidence of any prior or
      contemporaneous agreement. The parties further intend and agree that this
      Agreement constitutes the complete and exclusive statement of its terms
      and that no extrinsic evidence whatsoever may be introduced in any
      judicial or arbitration proceeding, if any, involving this Agreement. No
      part of this Agreement may be amended or modified in any way unless such
      amendment or modification is expressed in a writing signed by all parties
      to this Agreement. 














	Prepared July 11, 2005 	8 





 

	20. 	Counterparts. This Agreement may be
        executed in multiple counterparts, each of which shall be deemed an original
        but all of which together shall constitute one and the same instrument.
        When all of the parties and signatories have executed any copy hereof,
        such execution shall constitute the execution of this Agreement, whereupon
        it shall become effective.

	 	 
	21.	Governing Law; Disputes. Licensor and
        Licensee shall use their best efforts to negotiate in good faith and settle
        amicably any dispute that may arise out of or relate to this Agreement
        or a breach thereof. If any such dispute cannot be settled amicably through
        ordinary negotiation by appropriate representatives of Licensor and Licensee,
        the matter shall be settled by arbitration in accordance with an Arbitration
        Act mutually agreed upon by the parties. The parties and signatories to
        this Agreement further agree that all questions regarding the execution,
        construction, interpretation or enforcement of this Agreement, or the
        rights, obligations and liabilities of the parties and signatories hereto,
        shall be determined in accordance with the applicable provisions of the
        laws of the Country of Canada.

	 	 
	22.	Jurisdictional Consent. The parties
        hereto expressly and irrevocably consent to the jurisdiction of the courts
        of the country of Canada. Any action brought by or against either party
        in connection with the performance, termination, or breach of this Agreement
        shall be brought in courts of the country of Canada, and the parties hereby
        agree that courts of the country of Canada shall be a convenient and exclusive
        forum for the hearing of any such action. All notices or other documents
        under this Agreement shall be in writing and delivered personally or mailed
        by certified mail, postage prepaid, addressed to the party being noticed
        at its last known address.



Licensor: 

Mobile Gaming Now, Inc. #1505–409 Granville Street, United
Kingdom Building, Vancouver, BC, Canada, V6C 1T2

Email: info@mobilegamingnow.com

Licensee: 

Fortuna UK. 7 College Mansions, Winchester Ave. London,
England, NW67TY

Email: TBD

	23.	Non-waiver. The failure of any party
        to insist upon the prompt and punctual performance of any term or condition
        in this Agreement, or the failure of any party to exercise any right or
        remedy under the terms of this Agreement on any one or more occasions
        shall not constitute a waiver of that or any other term, condition, right,
        or remedy on that or any subsequent occasion, unless otherwise expressly
        provided for herein.

	 	 
	24.	Headings. Headings in this Agreement
        are for convenience only and shall not be used to interpret or construe
        its provisions.

	 	 
	25.	Binding Effect. The provisions of this
        Agreement shall be binding upon and inure to the benefit of each of the
        parties and their respective successors and assigns. Nothing expressed
        or implied in this Agreement is intended, or shall be construed, to confer
        upon or give any person, partnership, or corporation, other than the parties,
        their successors and assigns, any benefits, or rights under or by reason
        of this Agreement, except to the extent of any contrary provision herein
        contained.

	 	 
	26.	Authority. The parties hereto represent
        and warrant that they possess the full and complete authority to covenant
        and agree as provided in this Agreement and, if applicable, to release
        other parties and signatories as provided herein. If any party hereto
        is a corporation, the signatory for any such corporation represents and
        warrants that they possess the authority and have been authorized by the
        corporation to enter into this Agreement.

	 	 
	27.	Attorneys Fees. Should it be necessary
        to institute any action to enforce the terms of this Agreement, the parties
        hereby agree that the prevailing party in any such action shall be entitled
        to recover its reasonable attorneys’ fees, which shall include all
        costs of litigation, including, but not limited to court costs, filing
        fees, and expert witness fees. Further, the attorney fees and costs include
        the costs for such items for any appeals. This paragraph shall remain
        separate from any 





	Prepared July 11, 2005 	9 






judgment entered to enforce its terms
and shall entitle the prevailing party to attorneys fees and costs incurred in
connection with post judgment collection and enforcement efforts.

	28.	Severability. If any provision
        of this Agreement is held by a court to be unenforceable or invalid for
        any reason, the remaining provisions of this Agreement shall be unaffected
        by such holding. If the invalidation of any such provision materially
        alters the agreement of the parties, then the parties shall immediately
        adopt new provisions to replace those which were declared invalid.

	 	 
	29.	Currency. All amounts mentioned within
        this Agreement are in U.S. dollars.

	 	 
	30.	Time of Essence. Time is of
        the essence under this Agreement.



IN WITNESS WHEREOF, the parties and signatories execute this
  Agreement on the date first indicated above:

LICENSOR: Mobile Gaming Now, Inc. 
Address:
#1505–409 Granville Street, United Kingdom Building, Vancouver, BC, Canada, V6C
1T2

	Signature: 	/s/
      Mark Jensen 
	Name: 	Mark Jensen
    
	Date: 	8/16/05


LICENSEE: Fortuna Gaming UK
Address: 7 College
Mansions, Winchester Ave. London, England, NW67TY

	Signature:	/s/ Glen Saito
	Name: 	Glen Saito
	Date: 	8/16/05



	Prepared July 11, 2005 	10 






Schedule A 

General Description of Software

The Software shall include the following:

1. The MGN Mobile Gaming Platform©. The MGN Mobile
Gaming Platform© is a stand alone, turn-key gaming system that facilitates the
playing, administration and management of games of chance or skill online or on
a mobile handset. It is software that connects mobile phones, the Internet and
games for players to the databases and servers needed to operate. Licensees of
the system are in business from day one instead of spending millions of dollars
and months of development time themselves. The MGN Mobile Gaming Platform©
supports player, affiliate, licensee, sub-licensee, and licensor management
functionality. Additionally, the platform provides full system reports for game
activity/usage, web traffic, physical server utilization and error and warning
notifications. 

2. MGN Mobile Gateway Server©. The MGN Mobile Gateway
Server© is custom software designed to integrate a PC-based gaming system with a
mobile gaming system. The MGN Mobile Gateway Server© maps the operation of the
existing PC-based operations to a mobile games system. Existing users can
immediately play on the PC or mobile.

3. MGN Texas Holdem. MGN Texas Holdem is an Internet and
mobile game using a standard set of Texas Holdem rules including: unlimited
tables for up to six players at a table, automatic deal and blind determinations
and settings, continuous play from the pre-flop to the show down with basic
call, raise and fold functions, easy-to-set rake schedules, player lobby for all
basic functions, online cashier Interface for player deposit and withdraws,
no-limit games, pot-limit games and tournaments and player promotions.

MGN offers three different versions of mobile Texas Holdem
games to create the best marketing opportunities given the fractured mobile
technology existing today.

a. MGN Bronze Texas Holdem. Bronze Texas Holdem is a
text-based version of Texas Holdem is the first-level version of Texas Holdem
offered by the Licensor to the Licensee for Users.
b. MGN Silver Texas
Holdem. Silver Texas Holdem offers players attractive graphics and is the
second-level version of Texas Holdem offered by the Licensor to the Licensee for
Users.
c. MGN Gold Texas Holdem. The Gold Texas Holdem is a high-end
graphical version of Texas Holdem and is the third-level version of Texas Holdem
offered by the Licensor to the Licensee for Users.
d. MGN Player Network.
Each licensee owns a game server on the MGN Poker Player Network. All the
games servers from the licensees are pooled into a central game lobby. When
players from any Licensee log into the game they have access to one lobby with
all of the players from all of the Licensees.

4. MGN Poker Promotion Network©. The MGN Poker Promotion
Network©, owned and operated by Licensor, is a series of gaming-related websites
designed to generate site traffic, player leads and player acquisitions for
Licensees. Licensees pay a Cost per Lead (CPL) or a Cost per Acquisition (CPA)
fee to the Licensor.

5. Mobile Gaming Marketing System (MGMS)
The Mobile
Gaming Marketing System is an Internet website system for building and deploying
effective marketing-driven websites for gaming. With MGMS, companies can create
effective websites that target markets, create new leads, generate sales and
provide customer service. MGMS is a content management system with easy-to-use
content publishing tools. Companies don’t need to have webmasters on staff.

6. Other Poker Games. We have other poker games in
development which should be available in 2005. These include Omaha High, Omaha
Hi Lo 8 or Better, 7 Card Stud, 7 Card Stud Hi Lo 8 or Better.

7. MGN Games of Skill. Mobile Gaming Now will launch a
second version of the MGN Mobile Gaming Platform© to include games of skill. The
first skill game we are projecting is golf. Other games of skill will be
developed and available to Licensees.

	Prepared July 11, 2005 	11 






MGN Mobile Gaming Platform Elements

1. Player Profile Management
a. Registration Form to
accept Player membership information and save to the Central Database.
b.
Deposit Form to accept Player deposit information and submit to configured
payment processing servers and save transaction data to Central Database.
c.
Withdraw Form to accept Poker Player withdraw information, save requests to
Central Database so information is available to System Administration for
fulfillment.
d. Accounting Routines to verify and manage Player membership
and transaction data in the database for the primary purpose of ensuring
accurate details and system ability to track reverse transactions while
maintaining integrity for audit trail / history for all transactions.

2. Game Servers
A game server facilitates the game
client and manages all the player transactions.

3. Game Clients
J2ME Client Software for Phones.
Players on a supported phone platform can download the J2ME client software to
their mobile phones and connect to the Game Server.
Web Client for Internet
Use. A web version of MGN Texas Holdem is played at the Licensee’s website after
a registration and login procedure.

4. Poker Licensor Management
a. Registration Form to
accept Licensor specific information and save to the Central Database.
b.
Accounting / Reconciliation Routines to verify and manage Mobile Gaming Platform
transaction data in the database for the primary purpose of ensuring accurate
details and system ability to track reverse transactions while maintaining
integrity for audit trail / history for all transactions.
c. Licensor
Reporting
i. Profit & Loss Statement. Profit & Loss is total deposits
minus total withdraws for a given period; e.g. calendar month or specific date
to specific date.
ii. Deposit Report. Deposit Report is total deposits for a
given period; e.g. calendar month or specific date to specific date. A deposit
is defined as monies committed by Players after they successfully submit the
information on the Deposit Form.
iii. Withdraw Report . Withdraw report is
all Player withdraw requests for a given period; e.g. calendar month or specific
date to specific date.
iv. Website traffic usage. Webalizer manages
statistical information on all web traffic. Who visited the websites? Who played
the games? Where did they come from? What did they do?

5. Master Licensee Profile Management
a. Registration
Form to accept Master Licensee specific information and save to the Central
Database. Master Licensee information is different from Licensor and
Sub-Licensee in that Licensor owns the license to operate this Mobile Gaming
Platform, Master Licensee licenses the right to operate this Mobile Gaming
Platform governed by the limitations imposed by the Licensor. The Sub-licensee
licenses a further limited license from the Master Licensee to operate this
Mobile Gaming Platform. Limitations may include but are not limited to
geography, system access, revenue splits/shares, etc...
b. Accounting /
Reconciliation Routines to verify and manage Mobile Gaming Platform transaction
data in the database for the primary purpose of ensuring accurate details and
system ability to track reverse transactions while maintaining integrity for
audit trail / history for all transactions.
c. Master Licensee
Reporting:
i. Profit & Loss Statement. Profit & Loss is total
deposits minus total withdraws for a given period; e.g. calendar month or
specific date to specific date.
ii. Deposit Report. Deposit Report is total
deposits for a given period; e.g. calendar month or specific date to specific
date. A deposit is defined as monies committed by Players after they
successfully submit the information on the Deposit Form.
iii. Withdraw
Report. Withdraw report is all Player withdraw requests for a given period; e.g.
calendar month or specific date to specific date.
iv. Website traffic usage.
Webalizer manages statistical information on all web traffic. Who visited the
websites? Who played the games? Where did they come from? What did they do?

6. Sub-Licensee Profile Management

	Prepared July 11, 2005 	12 






a. Registration Form to accept Sub-Licensee specific
information and save to the Central Database. Sub-Licensee information is
different from Licensor and Master Licensee in that Licensor owns the license to
operate this Mobile Gaming Platform, Master Licensee licenses the right to
operate this Mobile Gaming Platform governed by the limitations imposed by the
Poker Licensor. The Sub-licensee licenses a further limited license from the
Master Licensee to operate this Mobile Gaming Platform. Limitations may include
but are not limited to geography, system access, revenue splits/shares,
etc...
b. Accounting / Reconciliation Routines to verify and manage Mobile
Gaming Platform transaction data in the database for the primary purpose of
ensuring accurate details and system ability to track reverse transactions while
maintaining integrity for audit trail / history for all transactions.
c.
Sub-Licensee Reporting
i. Profit & Loss Statement. Profit & Loss is
total deposits minus total withdraws for a given period; e.g. calendar month or
specific date to specific date.
ii. Deposit Report. Deposit Report is total
deposits for a given period; e.g. calendar month or specific date to specific
date. A deposit is defined as monies committed by Players after they
successfully submit the information on the Deposit Form.
iii. Withdraw
Report. Withdraw report is all Player withdraw requests for a given period; e.g.
calendar month or specific date to specific date.
iv. Website traffic usage.
Webalizer manages statistical information on all web traffic. Who visited the
websites? Who played the games? Where did they come from? What did they do?

7. Mobile Poker System Administration a. Add / Modify /
Delete control functions and screens

	Mobile Poker Central Server Administration
  
	Status reporting screen
  
	Variable configuration screen
  
	Mobile Poker Player Administration
  
	Access to the information screens used by the Players
  
	Full Listing Report of all system Mobile Poker Players
  
	Mobile Poker Master Licensee Administration
  
	Access to the information screens used by Sub-Licensees
  
	Full Listing Report of all system Mobile Poker Master Licensees
  
	Mobile Poker Sub-Licensee Administration
  
	Access to the information screens used by Sub-Licensees
  
	Full Listing Report of all system Mobile Poker Sub-Licensees 


b. Mobile Poker System Reporting

	Mobile Poker Game server usage
  
	Report on all Game Server usage/access
  
	Mobile Poker system & servers utilization
  
	report on all Physical Server usage/access
  
	Mobile Poker error & warning reports (configured notifications)
  
	Email & SMS messages to notify administrators of system activity



MGN Texas Holdem

The MGN Texas Holdem game is played on a Web client or on a
Mobile handset. Player accounts are accessed with either method. 

1. Texas Holdem Mobile Poker Game

	Unlimited tables for up to six players at a table
  
	Automatic deal and blind determinations and settings
  
	Continuous play from the pre-flop to the show down with basic Call, Raise
  and Fold functions.
  
	Easy-to-set rake schedules
  
	Player lobby for all basic functions
  
	Online Cashier Interface for player deposit and withdraws 


	Prepared July 11, 2005 	13 






2. Custom Texas Holdem Game Server

	Customized rake schedule
  
	Customize game rules
  
	Set player account variables
  
	Set betting and player bonus variables 


3. Internal gaming modules to operate the system

	Player database and licensee admin login
  
	Texas Holdem Mobile Poker Game
  
	Cashier Module
  
	Master Report
  
	Licensee Report 


4. Promotions

	Tournaments
  
	No limit tables
  
	Pot limit tables
  
	Player bonuses and credits 


5. Texas Holdem Graphic Packages

a. MGN Bronze Texas Holdem. Bronze Texas Holdem is a
text-based version of Texas Holdem is the first-level version of Texas Holdem
offered by the Licensor to the Licensee for Users.

b. MGN Silver Texas Holdem. Silver Texas Holdem offers
players attractive graphics and is the second-level version of Texas Holdem
offered by the Licensor to the Licensee for Users.

c. MGN Gold Texas Holdem. The Gold Texas Holdem is a
high-end graphical version of Texas Holdem and is the third-level version of
Texas Holdem offered by the Licensor to the Licensee for Users.

6. MGN Player Network
Each licensee owns a game
server on the MGN Poker Player Network. All the games servers from the licensees
are pooled into a central game lobby. When players from any Licensee log into
the game they have access to one lobby with all of the players from all of the
Licensees.

Mobile Gaming Marketing System (MGMS)
The Mobile
Gaming Marketing System is an Internet website system for building and deploying
effective marketing-driven websites for gaming. With MGMS, companies can create
effective websites that target markets, create new leads, generate sales and
provide customer service. Using key concepts from the Content Management System
(CMS) field, MGMS is a modular system with easy-to-use content publishing tools.
Companies don’t need to have webmasters on staff.

The Mobile Gaming Marketing is a hosted program so there are no
applications to purchase, setup and manage. A company with an MGMS site can
focus on building compelling content and marketing a website for customer
acquisition and e-commerce.

1. Core Modules. The Core Tab contains the most used
modules of the MGMS content system. It includes:
DesignMaster. Uploading
images
Issue Tracking. Creating, viewing and assigning project issues
Menu
Manager. Managing menu items
OCMail. Email Program for opt-in or opt-out
email campaigns
Pagemaster. WYSIWYG Editor for adding and changing web pages
instantly
QuickDesign. Change page and text color
OpportunityCode Site
Content Tab

	Prepared July 11, 2005 	14 






2. Site Content Tab. The Site Content Tab includes a
variety of user modules to improve the performance of a site.
Announcement.
Post announcements to a page
Bulletin Board. A bulletin board for chatting
amongst users
Content Rotator. Scheduling page rotation in a site
External
Links. Internal site linking out
Form Generator. Generating forms and placing
on the site to collect information
Issue Tracking. Creating, viewing and
assigning project issues
Link to Us. Allow other sites to link in to
you.
Photo Album. Creating a photo album on a site
Site Map. Creating an
automated site plan
MChamber. MChamber is a program to combine several
related websites together into one link page so visitors can find information
quicker. It's similar to an Auto Mall concept.
Webstatistics Report. Complete
statistics on site traffic

3. Administration Tab
The Administration Tab includes
the following:
1. Layout Administration. This module allows the user to move
items such as images, navigation and text blocks around a page.
2. User
Administration. This module manages the site users. New users can be added and
passwords can be managed

	Prepared July 11, 2005 	15 






Schedule B

Schedule of Hardware, Software and Support Fees

1. Initial Hardware Purchase
Vendor: Illuminated
Technologies
Amount: $38,400 


  	Hardware Item 	Cost
      
	P For Fun Lobby
      server 	$6,400.00 
	Play For Real
      Lobby server 	$6,400.00 
	Marketing server
    	$6,400.00 
	Online Web client
      server 	$6,400.00 
	PFF/PFR game
      server 	$6,400.00 
	Financial server
    	$6,400.00 
	Total in USD
      before taxes 	$38,400.00 



2. Hardware Setup and Configuration
Vendor:
Illuminated Technologies
Amount: $19,000 

	a. Hardware is shipped to Montreal 	$2,000 
	b. IT person is sent to Montreal for 2 days and one night
    	$3,000 
	c. 6 blade servers are installed and configured 	$2,000 
	d. Second day, servers are tested and perfected before
      being turned on 	$2,000 
	e. Licensee systems are turned on and beta tested for 5
      days 	$10,000 


3. Monthly IT Support
Vendor: Illuminated
Technologies
Amount: $2,000 per Month

	a. security audit is performed monthly 	$1,000 
	b. performance audit is performed monthly 	$500 
	c. software audit is performed monthly 	$500 


4. Website Development
Vendor: Mobile Gaming
Now
Amount: $150 per Hour

5. Additional Hardware *


  	 Hardware
      Item 	Cost 	Capacity 
	 P For Fun
      Lobby server 	 $6,400.00 	1 per
        1,000,000 players 
	 Play For
      Real Lobby server 	 $6,400.00 	1 per
        1,000,000 players 
	 Marketing
      server 	 $6,400.00 	1 per
        100,000 players 
	 Online Web
      client server 	 $6,400.00 	1 per
        20,000 players 
	 PFF/PFR game
      server 	 $6,400.00 	1 per
        20,000 players 
	 Financial
      server 	 $6,400.00 	1 per
        1,000,000 players 



* Prices are subject to change. 


 

	Prepared July 11, 2005 	16 






Schedule C 

Fees

Licensee is responsible to pay the following fees: 

1. Licensing Acquisition Fee
Licensee shall pay
Licensor a one-time, non-refundable Licensing Acquisition Fee as the "Initial
Fee" in consideration of Licensor’s consent to enter into this
Agreement.
Vendor: Mobile Gaming Now
Amount: $50,000

2. Monthly Merchant Fee
Licensee shall pay to
Licensor a monthly merchant fee (the “Monthly Merchant Fee”). The fee schedule
is based on the total number of players registered with the Licensee. A report
shall be provided to the Licensor on the 1st of each month for the
total number of players registered with the Licensee the previous month. This
number is used to invoice the Licensee for the monthly fee.
Vendor: Mobile
Gaming Now
Amount: See Table Below


	  
# Players 	  
Monthly Fee 	Cost Per 
Player
  

	0 	$5,000 	  
	10,000 	$7,500 	               
       $0.75 
	20,000 	$10,000 	               
       $0.50 
	30,000 	$12,500 	               
       $0.42 
	40,000 	$15,000 	               
       $0.38 
	50,000 	$17,500 	               
       $0.35 
	60,000 	$20,000 	               
       $0.33 
	70,000 	$22,500 	               
       $0.32 
	80,000 	$25,000 	               
       $0.31 
	90,000 	$27,500 	               
       $0.31 
	100,000 	$30,000 	               
       $0.30 
	250,000 	$67,500 	               
       $0.27 
	500,000 	$131,625 	               
       $0.26 



Verification of Player Totals. Illuminated Technologies
provides software development, maintenance and support to the Licensee and has
access to the loads placed on the Software. Illuminated Technologies will
provide a report on the 1st of each month for the total number of
players registered with the Licensee the previous month. This number is used to
invoice the Licensee for the monthly fee. The Licensee has the right to
communicate with Illuminated Technologies to verify the number is accurate.

3. Cost Per Lead 

Vendor: Mobile Gaming Now

Marketing Services. The Licensor may provide marketing services
on behalf of the Licensee. Such marketing services shall be in the form of
marketing campaigns that have a specific schedule and approved budget. Campaigns
shall cover general advertising and promotion as well as specific lead
generation and customer acquisition programs. Fees can be

	Prepared July 11, 2005 	17 






in the form of Cost Per Lead (CPL), Cost Per Acquisition (CPA),
general advertising rates or fee for services. Fees are to be negotiated and
approved as part of the Licensee's marketing plan. No marketing shall commence
by the Licensor on behalf of the Licensee without prior written approval from
the Licensee.

Amount: Qualified leads to be defined in the marketing plan.
Fees paid to Mobile Gaming Now for each Lead is negotiable but in no event will
exceed $5.00 Each *

Cost per Lead or CPL is a payment method where a Licensee pays
a set fee for a lead that’s provided by the Licensor. The leads typically meet a
certain qualification or are obtained in a specific manner. Cost per lead
averages $5 each but is subject to change. Leads are generated by the MGN Poker
Promotion Network© and other sources. Lead generation is defined by a marketing
plan.

4. Cost per Acquisition
Vendor: Mobile Gaming
Now
Amount: $200.00 Each *

Cost per Acquisition or CPA is a payment method where a
Licensee pays a set fee to the Licensor for generating a new player making a
first-time deposit? Leads are generated by the MGN Poker Promotion Network© and
other sources. Customer acquisition is defined by a marketing plan.

5. Client Provider Authorization Fee
Vendor:
Kahnawake Gaming Commission
Amount: $5,000 

6. Transaction Processing
Vendor: Blue Wave Merchant
Services
Amount: To Be Determined

7. Customer Service
Vendor: ABC
Directories
Amount: $40 Per Hour *

8. Marketing Development
Vendor: Mobile Gaming
Now
Amount: $120 per Hour

9. Staff Training
Vendor: Mobile Gaming
Now
Amount: $120 per Hour

	Prepared July 11, 2005 	18 






Schedule D

Security

Mobile Gaming Now contracts with Illuminated Technologies of
Suite 1588 - 409 Granville Street, Vancouver, BC V6B2V2 for security pertaining
to hardware, software and Internet performance. The Licensee contracts directly
with Illuminated Technologies for maintenance and support services. 

General Security as Provided by Illuminated
Technologies
1. Staffing. MGN Mobile Gaming Platform is monitored by
professional security staff 24/7

2. Firewalls. We operate multiple firewall points for filtering
unwanted traffic.
Network Intrusion Systems. We operate multiple network
intrusion systems running in parallel.

3. Analyzing Programs. We operate other miscellaneous sniffing
and analyzing systems with real-time alerts and daily reports of all
activity

4. Encryption. All data not only travels encrypted over the
internet, it is also encrypted inside our databases -- which are also heavily
guarded.

5. Daily Updates. System is updated daily to defend against any
of the newest exploits and other weaknesses that may present themselves.

6. Audits. A separate machine reads all critical account and
transaction information at every critical event to ensure that all transactions
are in balance. Discrepancies are reported instantly to our staff. 

7. Backups and archives. Archiving takes place frequently.
Off-site backups are regularly maintained. 

8. Fraud Detection. Security and fraud monitoring personnel are
working around the clock to identify and eliminate fraudulent activity.
a.
Pre-screening all incoming deposits and reviewing all completed deposits,
looking for players or transactions that fall outside the “normal” range of
activity.
b. Recovering funds fraudulently deposited
c. Preventing &
eliminating collusion and promotion abuse
d. Reporting with 100% accuracy all
activity, recovery and prevention

9. Random card shuffling. MGN Texas Holdem generates a random
set of numbers, which are used to place a card of the deck in a particular
position. Once the complete deck is created, the deck is used for that
particular hand only. We shuffle the deck of cards every time we start a hand,
and the random numbers previously generated are discarded and new ones generated
before the shuffle. Auditing of the RNG code is part of acquiring an Interactive
Gaming License from the Kahnawake Gaming Commission.

	Prepared July 11, 2005 	19 






Schedule E

Customer Support

MGN works exclusively with ABC Directories at 8278 Manitoba
Street, Vancouver, BC V5X 3A2 for all customer support services for Licensees.
MGN creates all the training material for customer service and makes it
available to ABC Directories for training and management purposes. Licensee will
have the option to contract directly with ABC Directories for customer support
or set up its own in-house call center acceptable and certified by Licensor.

Responsibilities

	Customer service representatives handle inbound calls from players who
  need assistance with deposits inquiries and respond to email inquiries from
  players who submit questions through the website.
  
	Representatives monitor player chat lines.
  
	Representatives call new registrants to welcome them to the site, answer
  questions, and offer special incentives for real money play.
  
	Representatives call established real money players to put a personal face
  on MGN Texas Holdem and help build customer loyalty.
  
	Representatives call players who have not been active within the past 30
  to 60 days to inquire as to why the player has stopped and to see if
  incentives can lure them back to active play. 


The standard rate for ABC Directories is $40 per hour. The rate
is negotiable. 

ABC Directories
An operating Division of B&C List (1982)
Ltd.
8278 Manitoba Street Vancouver, BC V5X 3A2

	Prepared July 11, 2005 	20 






Schedule F

Pricing and Revenue Model

Licensees make money by charging a commission, or “rake,” for
each hand played, which means revenue grows in direct proportion to the number
of hands played. An MGN Licensee rakes 5 percent of each pot up to a maximum of
$3 per hand dealt. On some tables, the rate of play exceeds 100 hands per hour,
and at peak hours, there can be hundreds of tables in operation. An MGN Licensee
also makes money by charging an entry fee for tournaments. Players pay a
surcharge equal to 10 percent of the tournament buy-in.

Each licensee joins the Player Network where all tables from
all Licensees are available in the Player Lobby. As such, everyone agrees to use
the same Rake Schedule.

Rake Schedule (subject to change)


  	Fixed
        Limits     
	Table Limit 	# of Players 	Rake Collected 
	$0.02/$0.04 	2 or more 	$0.01
        for each $0.20 in pot, maximum $0.10 
	$0.10/$0.20 	2 or more 	$0.05
        for each $1.00 in pot, maximum $0.25 
	$0.25/$0.50 	2 or more 	$0.05
        for each $1.00 in pot, maximum $1.00 
	$0.50/$1.00 	2 or more 	$0.10
        for each $2.00 in pot, maximum $1.00 
	$1.00/$2.00 	2 or more 	$0.25
        for each $5.00 in pot, maximum $2.00 
	$2.00/$4.00 	2 to 3 	$0.50
        for each $10.00 in pot, maximum $1.00 
	$2.00/$4.00 	4 to 5 	$0.50
        for each $10.00 in pot, maximum $2.00 
	$2.00/$4.00 	6 or more 	$0.50
        for each $10.00 in pot, maximum $3.00 
	$3.00/$6.00 	2 to 3 	$0.50
        for each $10.00 in pot, maximum $1.00 
	$3.00/$6.00 	4 to 5 	$0.50
        for each $10.00 in pot, maximum $2.00 
	$3.00/$6.00 	6 or more 	$0.50
        for each $10.00 in pot, maximum $3.00 
	$5.00/$10.00 	2 to 3 	$1.00
        for each $20.00 in pot, maximum $1.00 
	$5.00/$10.00 	4 to 5 	$1.00
        for each $20.00 in pot, maximum $2.00 
	$5.00/$10.00 	6 or more 	$1.00
        for each $20.00 in pot, maximum $3.00 
	$10.00/$20.00 	2 to 3 	$1.00
        for each $20.00 in pot, maximum $1.00 
	$10.00/$20.00 	4 to 5 	$1.00
        for each $20.00 in pot, maximum $2.00 
	$10.00/$20.00 	6 or more 	$1.00
        for each $20.00 in pot, maximum $3.00 
	$15.00/$30.00 	2 to 3 	$1.00
        for each $20.00 in pot, maximum $1.00 
	$15.00/$30.00 	4 to 5 	$1.00
        for each $20.00 in pot, maximum $2.00 
	$15.00/$30.00 	6 or more 	$1.00
        for each $20.00 in pot, maximum $3.00 
	$25.00/$50.00 	2 to 3 	$1.00
        for each $20.00 in pot, maximum $1.00 
	$25.00/$50.00 	4 	$1.00
        for each $20.00 in pot, maximum $2.00 
	$25.00/$50.00 	5 or more 	$1.00
        for each $20.00 in pot, maximum $3.00 
	$50.00/$100.00 	2 to 3 	$1.00
        for each $20.00 in pot, maximum $1.00 
	$50.00/$100.00 	4 	$1.00
        for each $20.00 in pot, maximum $2.00 
	$50.00/$100.00 	5 or more 	$1.00
        for each $20.00 in pot, maximum $3.00 
	No
        Limit and Pot Limit   
	Table Limit 	# of Players 	Rake Collected 
	All
      Limits 	2 to 3 	$0.05
        for each $1.00 in pot, maximum $1.00 
	All
      Limits 	4 to 5 	$0.05
        for each $1.00 in pot, maximum $2.00 
	All
      Limits 	6 or more 	$0.05
        for each $1.00 in pot, maximum $3.00 




	Prepared July 11, 2005 	21 






Schedule G

Transaction processing

The Licensor has an exclusive relationship for merchant
services for approved Licensees with Blue Wave Merchant Services for merchant
services. Blue Wave is located at 2810 - 555 West Hastings, Vancouver, British
Columbia. Blue Wave manages credit cards, debit cards, direct debits/credits,
e-wallets, stored value cards, electronic checks (ACH) and manual money
transfers to be a one stop payment solution. Blue Wave is fully audited and
compliant with European-banking regulations.

Blue Wave connects our on-line gaming systems to the most
popular payment options that exist today. We can connect gaming sites to accept
multiple credit card processors, electronic checks (ACH), debit card solutions,
money transfer systems and various e-wallet providers. All transactions are
processed in real-time ensuring customers face no delays in the update of their
wagering account.

Players can use a Visa or MasterCard, Western Union, bank
draft, electronic check, wire transfer, or one of several Internet payment
systems including NETeller, CentralCoin and FirePay. Very few transactions are
declined because of the advanced processes and procedures developed by Blue
Wave. If a problem does arise, players can request help from a live cashier by
calling the toll free number listed on the website.

Licensees are responsible for the creation and management of
player transactions through payment gateway services. Licensees negotiate for
rates with Blue Wave Merchant Services.

Processors To Choose From (The list is subject to
change)
NETeller
Direct Money Transfer
Electronic
Check
Moneybookers.com
Click2Pay
900 Pay
On Demand Funds
Internet
Cash Card
CentralCoin
FirePay
WireCard
EZPay

Getting Started with Blue Wave
1. Blue Wave obtains
an SSL website certificate
2. Payment methods are selected. Licensee accounts
are opened in their names. Processing rates are negotiated. They can range from
5% to 20% depending on type and volume.
3. Blue Wave Is Installed In the
Gaming Site as a Module
4. Blue Wave is installed along side your existing
web sites and backend gaming systems.
5. Determine setup options and manage
the process in administration
6. Go live.

	Prepared July 11, 2005 	22 






Schedule H

Kahnawake Interactive Gaming License

MGN will file to obtain an Interactive Gaming License and
become a License Holder with the Kahnawake Gaming Commission. The Licensee will
file with the Kahnawake Gaming Commission to be an authorized Client Provider
operating under the Licensor. “Authorized Client Provider” means a person who
has, by virtue of a Client Provider Authorization issued by the Commission, been
authorized to conduct interactive gaming and interactive gaming related
activities within or from the Territories. The Kahnawake Gaming Commission
Regulations will be provided to the Licensee. The Licensee agrees to comply with
all aspects of being an authorized Client Provider. MGN will manage all ongoing
aspects of maintaining the Interactive Gaming License with Kahnawake including
all reports, hardware and management needs.

Certified Premises (From the Regulations)
Premises
for the purpose of conducting interactive gaming or interactive gaming related
activities are wholly situated within the Mohawk Territory of Kahnawake. The
Kahnawake Gaming Commission has established an Internet Service Provider (ISP)
and all required support services which are capable of providing suitable and
reliable Internet and telephonic services to the public.

The Commission establishes specific rules and procedures for
authorized client providers for the purpose of anticipating and preventing
suspicious activities whereby monies obtained by illegal means are deposited
into and removed from players’ accounts which will include:

		a) 	
      provisions for the license holder or authorized client
      provider to ‘know their players’;

		b) 	
      protocols for authorized client providers to recognize,
      address and prevent suspicious activities concerning players’
    accounts;

		c) 	
      requirements for authorized client providers to monitor
      and report to the Commission suspicious activities concerning players’
      accounts;



Application for Client Provider Authorization (From the
Regulations)
15. The Commission may authorize a license holder to host a
client provider for the purpose of conducting interactive gaming and interactive
gaming related activities on the premises of the certified establishment.
16.
An application for a Client Provider Authorization must be completed by the
proposed client provider and submitted to the Commission by the proposed client
provider with the knowledge and consent of the relevant license holder. The
application must be in the form attached as Schedule D to these
Regulations.
a) If applicable, a Business Entity Information Form attached as
Schedule B to the Regulations
b) Personal Information Forms attached as
Schedule C to these Regulations for each director, shareholder with 10% or more
ownership of or controlling interest in the proposed client provider; partner
and Chief Executive Officer of the proposed client provider
c) A
non-refundable deposit in the amount of $5,000

Forms To Be Provided
As part of this schedule, Form
B, C and D of the Kahnawake Gaming Commission shall be provided to the Licensee.
Also the Regulations for the Kahnawake Gaming Commission shall be provided.

	Prepared July 11, 2005 	23