EXHIBIT 99.1
MODIFICATION AGREEMENT
This Modification Agreement ("Agreement") is entered into to be
effective as of March 31, 2002, by and between iChance International, Inc., a
Nevada corporation ("iChance International"), formerly Card-Smart Corp., and
Software Ventures, Inc., a Nevada corporation ("Software Ventures"), formerly
iChance, Inc., in order to modify the amend certain terms set forth in that
certain Plan and Agreement of Reorganization entered into by and between the
parties hereto on September 14, 2001 (the "Reorganization Agreement"), a copy of
which is attached hereto and incorporated herein by reference as Exhibit "A."
RECITALS
A. The parties hereto entered into that certain Reorganization
Agreement with the intent that iChance International would be the appropriate
legal entity through which to commercially exploit the assets exchanged thereto.
B. The parties have now determined that it is in the best interests of
both parties to transfer only certain assets to iChance International, Inc. for
commercial exploitation within the United States.
C. Accordingly, the parties desire to modify the Reorganization
Agreement pursuant to the terms and conditions set forth herein.
In consideration of the foregoing and following promises, covenants, conditions
and premises, and for other good and valuable consideration, the adequacy,
sufficiency and receipt of which is hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT
1. Modifications to Reorganization Agreement. The following provisions of
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the Reorganization Agreement are hereby amended as follows:
a. Title. The Title of the Reorganization Agreement is hereby deleted
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in its entirety and shall be replaced and read as follows: "Asset Purchase
Agreement".
b. Article 1. Plan Of Reorganization. The title line for "Article 1.
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Plan Of Reorganization" is hereby deleted in entirety and shall be replaced and
read as follows: "Sale of Assets".
c. Section 1.01. Plan Adopted. The introductory title and paragraph for
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"Section 1.01." is hereby deleted in its entirety and shall be replaced and read
as follows: "Section 1.01. Sale of Assets. The parties hereto agree to the
purchase and sale of assets as set forth herein below."
d. Section 1.01. (a). Section 1.01.(a) is hereby deleted in its
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entirety and shall be replaced and read as follows: "Seller will sell to Buyer
or cause to be sold to Buyer through one or more of Seller's wholly owned
entities, the following assets: (1) one (1) copy of the FutureBet casino gaming
software (version 1.0) without right, title or interest in and to the underlying
source code for license, use and general commercial exploitation on an exclusive
basis, subject to the restrictions set forth herein, solely to operators and
licensors within the fifty (50) United States. Rights to exclusivity shall be
offered for a period of three (3) years and provided Buyer enters into software
licensing agreements with at least one (1) United States land-based gaming
establishment during each year throughout the three year period; (2) all right,
title and interest in and to the "iChance" name and logo and (3) two hundred
fifty thousand (250,000) restricted shares of the common stock of Seller."
e. Section 1.01. (b). Section 1.01. (b) is hereby deleted in its
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entirety and shall be replaced and read as follows: "As payment for the
purchased assets described in Section 1.01. (a), Buyer will issue and deliver to
Seller, or its subsidiaries, two million (2,000,000) shares of newly issued
restricted shares of the voting common stock of Buyer."
f. Section 2.05. Business and Properties. Section 2.05. Business and
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Properties is hereby amended to delete the following language from subsection
(a), "which when acquired will be the businesses and properties of Buyer".
g. Section 6.01. (c). Permit Granted. Section 6.01.(c) Permit Granted
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is hereby deleted in its entirety and shall be replaced and read as follows:
"Intentionally Omitted."
2. No Other Modifications. The remainder of the Reorganization Agreement shall
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and does remain intact without change or modification.
3. Representations and Warranties. The parties hereto represent and warrant as
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follows:
a. This Agreement has been duly authorized by the respective parties
Board of Directors.
b. The parties will take all such actions as necessary to implement the
modification to the Reorganization Agreement contemplated by this Agreement
including, but not limited to, the return of assets previously transferred under
the Reorganization Agreement which are not now contemplated to be part of the
transaction.
c. There are no agreements, contracts or commitments that would serve
to hinder, delay or frustrate either parties performance of the transaction as
modified by this Agreement.
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Modification Agreement
March 31, 2002
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4. Indemnification. Software Ventures hereby agrees to indemnify iChance
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International for any loss or claim arising out of or in connection with iChance
International's operation and exploitation of the assets transferred by Software
Ventures to iChance International between the date of the Reorganization
Agreement and the date of this Agreement which immediately following the
execution of this Agreement will cease to be assets of iChance International.
IN WITNESS WHEREOF, the parties execute this Agreement to be effective as of
March 31, 2002.
ICHANCE INTERNATIONAL, INC.
A Nevada Corporation
By: ---------------------------
Xxxxx Xxxxxx, President
By: ---------------------------
Xxxxx Xxxxxx, Secretary
Acknowledged and Agreed:
By: ---------------------------
Xxxxxxxx Xxxxxxxxxxxxxxx
SOFTWARE VENTURES, INC.
A Nevada Corporation
By: ---------------------------
Xxxxx Xxxxxx, President
By: ---------------------------
Xxxxx Xxxxxx, Secretary
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Modification Agreement
March 31, 2002
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