May 11, 1999
OFFER TO PURCHASE
BETWEEN: ROZANDA XXX XXXXXXXXX, as Vendor (RLS)
RLS is a resident of Canada
AND: 000.XXX, INC., as Purchaser (SIXF)
SIXF is a private company incorporated in Alberta
RLS filed a patent pending on April 23, 1999 (copy attached as Schedule A) which
forms part of this agreement. RLS has also instructed the patent attorney
(Xxxxx Xxxxx) to file two additional patents which are related to the first
patent.
The patents refer initially to two concepts for playing the 6/49 lottery on the
Internet. The first concept is when a bet is made on the Web site 000.xxx,
there is an instant draw of the 6 numbers out of 49 on the Internet screen. A
player knows immediately if he has won or lost, and it is intended to insure the
first prize payment.
The second concept is the play for fun 6/49 concept on the Internet.
Substantial prizes are put up by advertisers (automobiles, etc.). Should in a
negotiated number of plays the automobile is not won then the automobile is
owned by the casino and another vehicle is provided by the advertisers and so
on.
The third related patent pending is to play the 6/49 lottery on stand-along
electronic video machines that are normally located wherever electronic gaming
video machines are permitted. Again, the unique concept of the patent is that,
upon selecting six numbers out of forty-nine on the stand-along video machine,
six numbers are randomly computer generated immediately in front of the player
such that, for a $1.00 wager, the player will know instantly whether he has won
$1,000,000 (the prize for selecting six numbers out of forty-nine.
This is SIXF's Offer to Purchase from RLS 100% of her rights and interests in
the three patents pending as outlined.
It is understood that a public company, Market Formulation & Research, Inc.
(MFRC) has agreed to purchase 100% of the shares of SIXF for 6,500,000 common
shares of MFRC - post-split of shares, (a copy of this agreement is attached to
this offer as Schedule B).
Terms and Conditions:
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1. Price: 1,500,000 shares of the above 6,500,000 shares of MFRC. It is
understood that these shares are reg. 144 shares and have certain SEC
restrictions.
2. Closing date: Same date as MFRC closes on the acquisition of SIXF.
3. Representations and Warranties required of the Purchaser on or before
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Closing:
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a) that he is legally entitled to enter into this agreement,
b) that SIXF will be sold to MFRC as outlined on a timely basis,
c) that MFRC is a public trading company listed on the OTC Electronic
Bulletin Board essentially in full compliance with all regulations,
4. Representations and Warranties required of the Vendor on or before
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Closing:
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a) that she is legally entitled to enter into this transaction,
b) that the patents pending are free and clear of all liabilities.
5. Miscellaneous General Conditions:
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a) time is of the essence and this agreement is governed by the laws of
Alberta,
b) On execution this is a binding agreement but both parties understand that
additional documentation may yet be necessary to properly outline this
transaction. In particular, the documents may need to be modified to
conform to SEC regulations and to mutually minimize both present and
future income tax implications.
6. This Offer is subject to MFRC completing its purchase of 100% of SIXF for
6,500,000 shares of MFRC.
SIGNED:
ROZANDA XXX XXXXXXXXX
/s/ Rozanda Xxx Xxxxxxxxx
AGREED:
000.XXX, INC.
/s/ Xxxxx Xxxxx
