THIS AGREEMENT is made the 8th day of August 2004 Between; (1) THE GAMING CHANNEL LIMITED, a company incorporated under the laws of England and Wales (registered number 4274614) whose registered office is at 6-7 Princes Court, Wapping Lane, London E1W...

THIS AGREEMENT is made the 8th day of August 2004

Between;

(1) THE GAMING CHANNEL LIMITED, a company incorporated under the laws of England
and Wales (registered number 4274614) whose registered office is at 0-0 Xxxxxxx
Xxxxx, Xxxxxxx Xxxx, Xxxxxx X0X 0XX ("TGC"); and


(2) ZONE4PLAY (UK) LTD. a company incorporated under the laws of England
(Registered No. 04557980), having its registered offices at (16 Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxx, X0 0XX ("ZONE4PLAY");

(each, a "PARTY" and together, the "PARTIES").

WHEREAS, TGC is a provider of interactive games and other content (including
without limitation games and content for the interactive games service known as
'Avago', iSports and others provided via digital satellite in the United
Kingdom) and TGC's wholly owned subsidiary The Gaming Channel Bookmakers Limited
is licensed under a bookmakers' permit to provide online and interactive fixed
odds betting opportunities in connection with such interactive games;

WHEREAS, Zone4Play is the owner of all rights, title, and interests in and to
one or more client and/or client-server software applications that have
applications in the mobile wireless platform , Internet platforms and
interactive digital TV platforms;

WHEREAS, TGC and its subsidiaries or associates will provide or procure, inter
alia, a range of infrastructure and technical facilities for use in connection
with the provision of interactive services;

WHEREAS, TGC desires to license certain software applications from Zone4play on
a non-exclusive basis for distribution by UK service providers using one or more
of the platforms to Customers (as herein defined); and

WHEREAS, Zone4Play desires to grant such a license to TGC and authorize TGC as a
non-exclusive distributor of Zone4Play software applications; and

WHEREAS, TGC shall provide for the purpose hereof, customer support, e-wallet
services and infrastructure to TGC as further discussed herein; and

NOW THEREFORE, in consideration of the foregoing premises, and mutual covenants,
promises and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
with the intention to be legally bound hereby, the Parties agree as follows:


1.    DEFINITIONS.

      In this Agreement:

1.1   "APPLICATION" shall mean, subject to Clause 2.1, software applications
      that enable Customers to play, the following games specified within
      Appendix A, B, or C, that are owned by Zone4Play or for which Zone4Play
      otherwise holds sufficient rights to grant the licenses set forth herein.



1.2   "CUSTOMERS" shall mean the customer as defined in APPENDIX A, B OR C,
      wireless mobile, or Internet, or Interactive Digital TV end users
      respectively;

1.3   "TGC SERVICES" shall mean customer support, infrastructure and e-wallet
      services to be provided by or procured by TGC in connection with the use
      which is made by the Customers of the Applications;

1.4   "EFFECTIVE DATE" shall mean 30th June 2004;

1.5   "INTELLECTUAL PROPERTY RIGHTS" shall means all patents, database rights,
      inventions, rights in designs, copyright, trade marks, service marks,
      trade names, domain names, and all other intellectual property rights and
      other rights and forms of protection of a similar nature or effect which
      may subsist, anywhere in the world for the full term of such rights and
      any extensions or renewals thereof subsisting prior to, at or after the
      Effective Date (whether or not any of these rights are registered, and
      including applications and the right to apply for registration of any such
      rights as registered rights, anywhere in the world);


1.6   "OPERATOR" shall mean either mobile service provider, or Digital
      television channel all in the United Kingdom;

1.7   "PRODUCTS" shall mean the product defined in Appendixes A, B and C
      respectively;

1.8   "TGC TRADEMARKS" shall mean any trademarks, service marks, design marks,
      symbols, logos and/or other indicia of source owned or used under license
      by TGC, and all goodwill associated therewith.

1.9   "ZONE4PLAY TRADEMARKS" shall mean any trademarks, service marks, design
      marks, symbols, logos and/or other indicia of source owned or used under
      license by Zone4Play, and all goodwill associated therewith.

2.    THE PARTIES' OBLIGATIONS FOR PROVIDING THE APPLICATIONS.

2.1   Zone4Play shall develop the Applications in accordance with a
      specification and a timetable (the "TIMETABLE"), each of which shall be
      agreed in good faith between the Parties. Zone4Play shall customize the
      look and feel of the Applications exclusively for TGC using such of the
      TGC Trademarks and such other materials (together, the "TGC MATERIALS") as
      shall be notified by TGC to Zone4Play from time to time (such
      customisation by Zone4Play being referred to in this Agreement as the
      "CUSTOMISATION WORK"). TGC shall have a right of approval in its sole
      discretion over the final form of the Applications following completion of
      the Customisation Work (and, unless the context otherwise requires,
      references in this Agreement to the "Applications" shall be deemed to be
      references to the Applications following completion of the Customisation
      Work to TGC's satisfaction under this Clause).

2.2   TGC and Zone4Play shall cooperate and use their respective reasonable
      endeavors to integrate the Applications and the TGC Services with each
      other and with the technical infrastructure used by the Operators to
      provide services to their Customers, all with maximizing profits out of
      the engagement with the Operator and Products provided either to TGC
      and/or to the Customer.




2.3   TGC shall be solely responsible for providing the TGC Services and for
      procuring the availability of the necessary testing environment for iTV
      games only.

2.4   As between the Parties, either Party shall make reasonable efforts to
      initiate an engagement with Operators to supply Operators the services
      provided by the Parties herein. The initiating Party shall be responsible
      to inform the others of such initiative and its progress considering that
      entering into all agreements with Operators for the distribution of the
      Applications to Customers shall be coordinated between the parties and
      mutually agreed prior to securing the agreements with the Operators. The
      Parties shall agree on the form of engagement with the Operator based on
      the framework specified in this Agreement. However, for the avoidance of
      doubt initiatives shall be made by one Party which will then, prior to
      securing Agreement, inform the other party.

2.4   TGC will track the activity and transactions generated from the provision
      of the Applications to the Customers, and will report such activity to
      Zone4Play in accordance with Clause 6 below.

2.5   TGC undertakes to launch the Products and maintain the at least 4
      Applications on the Avago main menu at all times. This undertaking is
      fundamental to this agreement and its breach will be considered as a
      material breach of this Agreement.

3.    GRANT OF LICENSE FOR DISTRIBUTING APPLICATIONS.

3.1   Zone4Play hereby grants to TGC, during the Term, based on the nature of
      the Operator and Customer a nonexclusive license and the right to
      distribute and sub-license the applications where applicable. For the
      avoidance of doubt, TGC shall (pursuant to Clause 11) own all rights in
      Customisation Work and Zone4Play shall not have or be entitled to grant to
      any third party any rights in the Customisation Work (and Zone4Play shall
      only be entitled to grant rights to third parties in respect of the
      "generic" Applications as they stood prior to the Customisation Work
      having been carried out).

3.2   TGC hereby grants to Zone4Play, during the Term, a limited, non-exclusive,
      non-transferable license to use the TGC Materials solely to the extent
      necessary for Zone4Play to perform its undertakings under this Agreement
      including the Customisation Work pursuant to Clause 2.1.

4.    TRADEMARK LICENSE.

4.1   Zone4Play grants to TGC, during the Term, a worldwide, nonexclusive,
      royalty-free license to use the Zone4Play Trademarks in online, print or
      other advertising for the purposes of promoting, selling, licensing, and
      distributing the Applications and the Products to Operators and Customers.

4.2   TGC acknowledges that all right, title and interest in and to the
      Zone4Play Trademarks, including all goodwill related thereto, are and
      shall remain owned solely and exclusively by Zone4Play and that all usage
      of the Zone4Play Trademarks by or on behalf of TGC shall inure to the
      benefit of Zone4Play.




4.3   TGC agrees to comply with any and all usage guidelines provided by
      Zone4Play to TGC with respect to the Zone4Play Trademarks, and shall
      supply, upon Zone4Play's written request, specimens of all advertising,
      marketing and/or promotional materials in which a Zone4Play Trademark
      appears to Zone4Play for inspection and approval, which approval shall not
      be unreasonably withheld.

4.4   If Zone4Play has not indicated its approval or rejection of such specimens
      within seven (7) business days after receiving such specimens, such
      specimens shall be deemed approved by Zone4Play. Zone4Play agrees to
      provide TGC a copy of its current trademark usage guidelines promptly upon
      execution of this Agreement.

4.5   Zone4Play acknowledges that all right, title and interest in and to the
      TGC Materials (including without limitation the TGC Trademarks), including
      all goodwill related thereto, are and shall remain owned solely and
      exclusively by TGC and that all usage of the TGC Trademarks by or on
      behalf of Zone4Play shall inure to the benefit of TGC. Zone4Play agrees to
      comply with any and all usage guidelines provided by TGC to Zone4Play with
      respect to its use of the TGC Trademarks in the provision of the
      Customisation Work.

5.    [Not Used]

6.    ROYALTY/REVENUE-SHARING PAYMENTS. Revenues arising from the provision of
      the Applications shall be shared in accordance with the terms specified in
      Appendixes A, B or C respectively.

6.1   Within 15 working days of the end of each month, TGC shall send Zone4Play
      a report detailing the Net Revenues received from the Applications during
      the previous calendar month, the relevant Operator Revenue Share(s) and,
      the split between TGC and Zone4Play of the remaining Net Revenues in
      accordance with revenue sharing ratio decided by the Parties and defined
      in Appendixes A, B or C respectively.

6.2   Zone4Play shall invoice TGC accordingly for its share of the remaining Net
      Revenues and TGC shall pay such invoice within 15 days of its receipt of
      the same. Zone4Play shall have the right, at its cost, to audit TGC's
      books and accounts during the Term in relation to the Net Revenues upon
      reasonable notice to TGC but not more than once every 12 month period
      during the Term.

7.    PROMOTION, PUBLICITY AND PRESS RELEASES.

7.1   TGC may, in its sole discretion, refer, in TGC's online, print or other
      advertising and promotional materials, to the fact that Zone4Play's
      applications are accessible through TGC using Zone4Play Trademarks as
      permitted in Clause 4 above without disparaging Zone4Play, its products,
      services, or affiliates, but always subject to any regulatory
      restrictions.

7.2   No Party shall publicize the terms or the existence of this Agreement to
      any third party without prior written consent from the other Parties after
      their review and approval of the form and content of any publicity release
      or other press announcement. Zone4Play shall not imply or state to any
      person or entity that it is sponsored by, funded by, or in any way
      associated with TGC other than as authorized by TGC pursuant to this
      Agreement. Similarly, TGC shall not imply or state to any person or entity
      that it is sponsored by, funded by, or in any way associated with
      Zone4Play other than as authorized by Zone4Play pursuant to this
      Agreement. This section shall not apply to official filing of reports
      Zone4play is compelled to submit to the regulatory bodies as a public
      company.




8.    REPRESENTATIONS AND WARRANTIES.

8.1   By Zone4Play.

      Zone4Play hereby represents, warrants and undertakes to TGC that: (i)
      Zone4Play has the power and authority to enter into and perform its
      obligations according to the terms of this Agreement; (ii) Zone4Play has
      no restrictions that would impair its ability to perform its obligations
      and grant all rights contemplated by this Agreement; (iii) Zone4Play has
      not and will not enter into any agreement that is inconsistent with its
      obligations hereunder; (iv) Zone4Play is the owner or has obtained and
      currently holds valid and sufficient rights, including rights in third
      party Intellectual Property Rights, to license the rights granted to TGC
      herein and that to the best of its knowledge TGC's use and exploitation
      (and any Customer's and/or Operator's use and/or exploitation) of the
      Applications in the manner agreed to by this Agreement shall not infringe
      the Intellectual Property Rights or other rights of a third party.

8.2   By TGC.

      TGC hereby represents, warrants and undertakes to Zone4Play that it: (i)
      has the power and authority to enter into and perform its obligations
      according to the terms of this Agreement; (ii) has no restrictions that
      would impair its ability to perform its obligations contemplated by this
      Agreement; and (iii) has not and will not enter into any agreement that is
      inconsistent with its obligations hereunder.

8.3   Disclaimer.

      EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE FOREGOING
      WARRANTIES ARE THE ONLY WARRANTIES GIVEN BY EACH PARTY AND ALL OTHER
      WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE OR
      OTHERWISE, ARE SPECIFICALLY EXCLUDED BY THE PARTIES, INCLUDING WITHOUT
      LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A
      PARTICULAR PURPOSE.

9.    CONFIDENTIALITY.

9.1   The Parties agree that during the Term there may be a need to exchange
      certain confidential or proprietary information. In this Agreement,
      "CONFIDENTIAL INFORMATION" shall be defined as the terms of this Agreement
      and any confidential, trade secret, or other proprietary information
      disclosed by any Party (the "DISCLOSING PARTY") to another Party (the
      "RECEIVING PARTY") under this Agreement. Confidential Information shall
      not include information that (i) is public knowledge at the time of
      disclosure, (ii) was known by the Receiving Party before disclosure by the
      Disclosing Party, or becomes public knowledge or otherwise known to the
      Receiving Party after such disclosure, other than by breach of the
      confidentiality obligations of this Agreement, or (iii) is independently
      developed by the Receiving Party by persons without access to Confidential
      Information of the Disclosing Party.

9.2   The Receiving Party shall during the Term and following expiry or
      termination of this Agreement limit disclosure of Confidential Information
      to such of its employees and agents who have a strict need to know such
      information in the performance of the Receiving Party's duties hereunder,
      and shall not disclose the Confidential Information to any third party.




9.3   The Receiving Party shall take appropriate action, by instruction,
      agreement, or otherwise, with any persons permitted access to the
      Disclosing Party's Confidential Information in accordance with Clause 9.2
      so as to assure that they will hold such items in confidence. All
      Receiving Party personnel who receive or use the Confidential Information
      of the Disclosing Party shall, before receipt or use of such information,
      be informed of the Receiving Party's obligations under this Agreement.

9.4   The Receiving Party agrees to return to the Disclosing Party, upon expiry
      or termination of this Agreement, the Disclosing Party's Confidential
      Information and any and all copies and derivatives thereof, or to certify
      the destruction of same upon the request of the Disclosing Party.

9.5   The Parties agree that any breach of the confidentiality obligations of
      this Clause 9 may result in irreparable harm to the Disclosing Party for
      which damages would be an inadequate remedy and, therefore, in addition to
      its rights and remedies otherwise available at law, the Disclosing Party
      shall be entitled to seek equitable relief, including injunction, in the
      event of such breach.


10.   TERM AND TERMINATION.

10.1  Term. Unless otherwise terminated in accordance with its terms, the term
      of this Agreement shall begin on the Effective Date and shall continue for
      a period of three (3) years, unless specified otherwise in Appendixes A, B
      or C ("INITIAL TERM") and shall automatically renew for successive periods
      of one year (each such period being referred to herein as a "RENEWAL
      TERM") upon expiration of the Initial Term or any Renewal Term, unless a
      notice of non-renewal is communicated by any Party to the others at least
      ninety (90) calendar days prior to the expiration of the Initial Term or a
      particular Renewal Term, as the case may be (the Initial Term and any and
      all Renewal Terms together being referred to herein as the "TERM").

10.2  Any Party (the "FIRST PARTY") shall be entitled to terminate this
      Agreement forthwith on written notice and/or to require payment of any
      amounts due under this Agreement (without prejudice to its other rights
      and remedies) in the event that another Party:

10.2.1 commits a material breach of the terms of this Agreement and, having
      received from the first party written notice of such breach stating the
      intention to terminate the Agreement if not remedied, fails to remedy the
      breach within thirty (30) days; or

10.2.2 ceases or threatens to cease to carry on its business or shall have a
      liquidator, receiver or administrative receiver appointed to it or over
      any part of its undertaking or assets or shall pass a resolution for its
      winding up (otherwise than for the purpose of a bona fide scheme of
      solvent amalgamation or reconstruction where the resulting entity shall
      assume all of the liabilities of it) or a court of competent jurisdiction
      shall make an administration order or liquidation order or similar order
      in respect of it (or any meeting is convened for the purpose of
      considering a resolution, or any application or petition is presented or
      any other step taken, for the purpose of making an administration order
      against it, or for the appointment of an administrator in respect of it),
      or shall enter into any voluntary arrangement with its creditors, or shall
      be unable to pay its debts within the meaning of Section 123 of the
      Insolvency Xxx 0000 (ignoring any requirement in that section to prove a
      matter to the satisfaction of the court); or




10.2.3 suffers, or there occurs in relation to that Party, any event which in
      the reasonable opinion of the first party is analogous to any of the
      events referred to in clause 10.2.2 in any part of the world.

10.3  Insolvency. All rights and licenses granted under or pursuant to this
      Agreement by Zone4Play to TGC are, and shall otherwise be deemed to be,
      for purposes of Section 365(n) of the United States Bankruptcy Code (or
      any other section(s) of the United States Bankruptcy Code in effect on the
      Effective Date of this Agreement that addresses rights in executory
      contracts), 11 U.S.C. Section 101 et seq. (the "BANKRUPTCY CODE"),
      licenses of rights to "intellectual property" as such term is defined
      under the Bankruptcy Code. The Parties agree that TGC, as a licensee of
      such rights and licenses, shall retain and may fully exercise all of its
      rights and elections under the Bankruptcy Code, and that TGC shall have
      the right to retain and enforce its rights under this Agreement provided
      it abides by the terms of this Agreement.

10.4  Rights and Duties Upon Termination. In the event of expiration or
      termination of this Agreement: (i) TGC shall provide and transfer to
      Zone4Play any and all materials, files and programs stored on TGC's
      systems which belong to Zone4Play; (ii) TGC shall promptly remove the
      Applications from their systems and shall not license, sell or otherwise
      dispose of the Applications to any third party after such expiration or
      termination; and (iii) Zone4Play shall provide and transfer to TGC any and
      all materials, files and programs (including without limitation the TGC
      Materials) stored on Zone4Play's systems which belong to TGC, including
      without limitation the product of the Customisation Work.

11.   INTELLECTUAL PROPERTY RIGHTS.

      Nothing in this Agreement grants any Party an ownership or other interest
      in any other Party's Intellectual Property Rights. In no event are any
      rights, except the licenses expressly granted herein, in any real or
      intellectual property transferred from one Party to the another pursuant
      to this Agreement.

12.   RELATIONSHIP OF THE PARTIES.

Each of the Parties shall act as, and shall be, independent contractors in all
aspects of this Agreement. No Party will act or have authority to act as an
agent for any other Party for any purpose whatsoever. Nothing in this Agreement
will be deemed to constitute or create a joint venture, partnership, pooling
arrangement, or other formal business entity or fiduciary relationship between
the Parties.




13.   LIMITATIONS OF LIABILITY.

13.1  Nothing in this Agreement shall exclude or limit liability for death or
      personal injury resulting from the negligence of any Party or its
      servants, agents or employees.

13.2  Subject to Clauses 13.1 and 14.1, no Party shall be liable in contract,
      tort (including, without limitation, negligence), pre-contract or other
      representations (other than fraudulent misrepresentations) or otherwise
      arising out of or in connection with this Agreement for any special,
      indirect or consequential losses (including, without limitation, loss of
      revenues, profits, contracts, business or anticipated savings but
      excluding any loss of goodwill or damage to reputation) in any case,
      whether or not such losses were within the contemplation of the Parties at
      the date of this Agreement, suffered or incurred by that Party arising out
      of or in connection with the provisions of any matter under this
      Agreement.

13.3  Clause 8.3 and each provision of this Clause 13 excluding or limiting
      liability shall be construed separately, applying and surviving even if
      for any reason one or other of these provisions is held inapplicable or
      unenforceable in any circumstances and shall remain in force
      notwithstanding the expiry or termination of this Agreement.


14.   INDEMNIFICATION.

14.1  Without prejudice to Clause 11.1, Zone4Play shall indemnify and hold
      harmless TGC, their affiliates and subsidiaries, their respective
      officers, directors, employees, agents, successors and assigns (each an
      "INDEMNIFIED PARTY") from and against any judgments, losses, damages,
      liabilities, costs or expenses (including, but not limited to, reasonable
      attorneys' fees and legal expenses) of any kind attributable to any use,
      distribution, license or sale of any Application, including but not
      limited to costs, expenses, and attorney's fees incurred by an Indemnified
      Party associated with or arising from: (i) any breach or claimed breach of
      Zone4Play's representations, undertakings and warranties contained in this
      Agreement; and (ii) any third party claim or action brought against an
      Indemnified Party alleging that an Application or any portion thereof
      infringes the Intellectual Property Rights or other rights of a third
      party.

14.2  TGC (each, an "INDEMNIFYING PARTY") shall indemnify and hold harmless
      Zone4Play its affiliates, subsidiaries and their respective officers,
      directors, employees, agents, successors and assigns (each an "INDEMNIFIED
      PARTY") from and against any judgments, losses, damages, liabilities,
      costs or expenses (including, but not limited to, reasonable attorneys'
      fees and legal expenses) of any kind attributable to any third party
      claim, action or demand associated with or arising from any breach or
      claimed breach of the Indemnifying Party's representations, warranties and
      undertakings in this Agreement and (ii) any third party claim or action
      brought against an Indemnified Party alleging that an Application or any
      portion thereof infringes the Intellectual Property Rights or other rights
      of a third party..

15.   DISPUTE RESOLUTION.

15.1  The Parties will attempt to settle any claim, dispute, controversy or
      difference arising out of, or in relation to, or in connection with this
      Agreement, or for breach thereof, through consultation and negotiation in
      good faith and spirit of mutual cooperation. If those attempts fail to
      achieve a settlement, then the dispute will be mediated by a mutually
      acceptable mediator to be chosen by the Parties within forty-five (45)




      calendar days after written notice by any Party demanding mediation. No
      Party may unreasonably withhold consent to the selection of a mediator;
      the costs of mediation will be shared equally between the Parties. The
      mediation hearing shall be conducted within thirty (30) calendar days
      after the selection of the mediator. The Parties may also agree to replace
      mediation with some other form of alternate dispute resolution ("ADR"),
      such as neutral fact-finding or a mini-trial. Any mediation or other ADR
      shall be conducted in the English language. Any dispute which cannot be
      resolved between the Parties through negotiation, mediation or other form
      of ADR within six (6) months of the date of the initial demand for ADR or
      mediation by one of the Parties may then be submitted to the courts for
      resolution.

15.2  The use of any ADR procedures will not affect adversely the rights of any
      Party. Nothing in this Clause 15 will prevent any Party from resorting to
      judicial proceedings if interim relief from a court is necessary to
      prevent serious and irreparable injury to that Party or to others. In
      addition, nothing in this Clause 15 shall be construed as applying to
      disputes regarding the Intellectual Property Rights or trademarks of any
      Party (including but not limited to Confidential Information), the
      enforcement of the Parties' respective Intellectual Property Rights or
      trademarks, or the enforcement of the Parties' respective obligations
      under this Agreement with respect to the other Parties' Intellectual
      Property Rights or trademarks.


16.   NO EXCLUSIVITY.

Each Party shall carry out its commitments under this Agreement in a manner that
reflects favourably upon the good name and goodwill of the other Parties. The
Parties agree that the commitments under this Agreement are not exclusive and
that any Party may enter into similar agreements with third parties, including
any Party's competitors.

17.   ENTIRE AGREEMENT AND AMENDMENTS.

This Agreement and its Appendixes constitute the complete and exclusive
agreement between the Parties with respect to the subject matter hereof,
superseding and replacing any and all prior or contemporaneous agreements,
communications, and understandings, both written and oral, regarding such
subject matter. Notwithstanding the foregoing, this Agreement shall not be
interpreted to supersede or replace any other written agreement between the
Parties that does not relate to the subject matter hereof. In the event of a
conflict between the Terms and Conditions of this Agreement and the terms and
conditions of any other written Agreement between the Parties, the Parties agree
to negotiate in good faith to resolve the conflict. This Agreement may be
amended only by a written document signed by authorized representatives of both
Parties.

18.   ASSIGNMENT.

Without prejudice to Clause 3, no Party may assign this Agreement or any of its
rights or obligations hereunder without the express written consent of the other
Parties. For the avoidance of doubt, TGC shall each be free to sub-contract any
of their respective obligations under this Agreement, provided always that any
sub-contracting by either such Party shall be without prejudice to such Party's
continuing primary liability under this Agreement for the performance of such
obligations.




19.   FORCE MAJEURE.

No Party shall be held responsible or liable for any losses arising out of any
delay or failure in performance of any part of this Agreement due to any cause
beyond its reasonable control, including without limitation any act of God, act
of governmental authority, act of the public enemy or due to war, riot, flood,
civil commotion, insurrection, labor difficulty not affecting that Party's
employees, severe or adverse weather conditions, lack or shortage of electrical
poweror failure of performance by any third party hosting service or equipment
provided or maintained by others, including general performance of the Internet
itself.

20.   SEVERABILITY.

If any one or more of the provisions of this Agreement is held to be
unenforceable under applicable law, (a) such unenforceability shall not affect
any other provision of this Agreement; (b) this Agreement shall be construed as
if said unenforceable provision had not been contained therein; and (c) the
Parties shall negotiate in good faith to replace the unenforceable provision by
a provision which has the effect nearest to that of the provision being
replaced.

21.   GOVERNING LAW.

The Agreement shall be governed by English law and shall be subject to the
exclusive jurisdiction of the English courts.

22.   NOTICES.

Except as otherwise provided for herein, all notices required or permitted to be
given hereunder shall be in writing (including telegraphic communication) and
shall be sent by registered airmail (return receipt requested and postage
prepaid), facsimile, overnight or two-day courier or delivered-in-person and
shall be addressed as follows:

If to TGC:
              The Gaming Channel Limited
              0-0 Xxxxxxx Xxxxx
              Xxxxxxx Xxxx
              Xxxxxx X0X 0XX

              Attn.: Xxxxxx Xxxx
              Fax Number: 000 0000 0000


If to Zone4Play:
              Zone4Play UK Ltd.
              00 Xxxxxxxxx Xx.
              Xxxxxxxxx,
              Xxxxxx X0 0XX
              XX
              Attn:  Xxxxxx Xxxxxx
              Fax Number: 000 0 000 0000




Any Party may change its address by a notice given to the other Parties in the
manner set forth above. Mailed notices sent via airmail and given as herein
provided shall be considered to have been given seven (7) days after the mailing
thereof, telegraphic or facsimile notices shall be considered to have been given
on the day sent, overnight or two-day courier sent notices shall be considered
to have been given three (3) days after sending, and delivered in person notices
shall be considered to have been given on the day of delivery.

23.   EXPENSES.

Each Party shall be responsible for all expenses, including attorney's fees and
costs, incurred by it in relation to the making, review and negotiation of this
Agreement, and to the fulfilment of its obligations as set forth in this
Agreement.

24.   CONSTRUCTION.

This Agreement has been negotiated by the Parties and by their respective
counsel. This Agreement will be fairly interpreted in accordance with its terms
and without any strict construction in favour or against any Party either as
scrivener or otherwise. Unless a contrary intention is clearly expressed, any
reference to a Clause shall be construed to refer to all provisions of the
referenced Clause. In the event that this Agreement is translated into any other
language, the English language version hereof shall govern.

25.   TITLES, HEADINGS AND SUBHEADINGS.

The titles, headings and subheadings used throughout this Agreement are intended
solely for convenience of reference and form no part of the Terms and Conditions
of this Agreement.

26.   COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of which, when
so executed, shall be deemed an original, but all of which counterparts together
shall constitute one and the same document.

27.   AUTHORITY AND BINDING EFFECT.

By executing this Agreement, each Party represents and warrants that it has the
full power and authority to enter into this Agreement, and that, when executed,
this Agreement and its appendices shall constitute a valid and legally binding
obligation of such Party, enforceable in accordance with its terms for a minimum
period of three year as the date hereof;

Any modification, change or renegotiation of this agreement or its appendixes
with respect to review share model, terms and conditions shall be considered a
material breach and shall cause Zone4Play damages.




28.   NO WAIVER.

Failure by any Party, in any one or more instances, to enforce any of its rights
in connection with this Agreement, or to insist upon the strict performance of
the terms of this Agreement, its Appendices or Exhibits, shall not be construed
as a waiver or a relinquishment of any such rights for future breach or
enforcement thereof.

29.   THIRD PARTY RIGHTS

Except insofar as this Agreement expressly provides that a third party may in
his own right enforce a term of this Agreement, a person who is not a party to
this Agreement has no right under the Contracts (Rights of Third Parties) Xxx
0000 to rely upon or enforce any term of this Agreement but this does not affect
any right or remedy of a third party which exists or is available apart from
that Act. No Party may declare itself a trustee of the rights under this
Agreement for the benefit of any third party.

IN WITNESS of which this Agreement has been executed by the Parties or their
duly authorised representatives.


SIGNED by                     )
                              )
Xxxxxx Xxxx                   )
(PRINT NAME)                  )
for and on behalf of          )
                              )                 /s/ Xxxxxx Xxxx
THE GAMING                    )                 Signature
CHANNEL LIMITED               )
                              )                 ..........................
                              )                 Date


SIGNED by                     )
                              )
Xxxxxx Xxxxxx                 )
(PRINT NAME)                  )
for and on behalf of          )
                              )                 /s/ Xxxxxx Xxxxxx
ZONE4PLAY INC                 )                 Signature
                              )
                              )                 ..........................
                              )                 Date




                APPENDIX A - SKY INTERACTIVE TELEVISION PLATFORM

The following definitions shall apply to the terms of this Agreement with
respect to the Sky Interactive Television (Hereinafter: "SKY") Interactive
Digital Television platform only.

1.    DEFINITIONS:

"APPLICATION" shall mean any and/or all of the following Interactive Television
games:

(i) 2 Play for Real Interactive Television games currently deployed on the
"Avago" channel- Avago Reals & Avago Keno ["REALS" & "CAT'S KENO"]

(ii) Up to 5 interactive, Play for Real games based on a fixed odds betting
service, including Hi-lo.

(iii) Both (i) and (ii) above, consisting of 7 Interactive Play for Real games
shall also be provided on a Play for Fun model where viewers will use Return
path telephony as the billing mechanism.

(iv) 2 Play for Fun based games (BlackJack and Poker), where viewers will use
Return path telephony as the billing mechanism.

"CUSTOMERS" shall mean, subscribers and/or other end-users of Operators of
Interactive Digital Television services;

"OPERATOR" shall mean, Sky Interactive Television in the United Kingdom;

"PRODUCTS" shall mean, Digital Set-Top Boxes provided by Operators to for use by
the Customers;

"SPECIFICATION AND A TIMETABLE" shall be agreed by the Parties based on the
engagement agreed with the Operator.

      2. ROYALTY/REVENUE-SHARING PAYMENTS.

      Revenues arising from the provision of the Applications and the parties
      engagement under this Agreement with respect to Interactive Digital
      Television platform, shall be shared in accordance with the following
      terms:

For the purpose of this platform, "NET REVENUE" shall mean, in respect of any
calendar month during the Term, the gross amounts staked and received in real
money by any Customer using the Products to place bets via any Application,
less:
      o     Betting duty payable to HMCE (currently 15% of gross profits)
      o     Sky commission (currently 25% of gross margin)
      o     Any direct merchant acquirer Fees
      o     Any other directly attributable Sky costs




      With respect to the Applications, the "NET REVENUES" shall be split as
      follows:

      As between Zone4Play and TGC Zone4play will receive:

      o     With regards to Applications listed in (i) above: Until December 31,
            2004, 17.5% of any net revenue generated from "Reals" and 20% from
            any net revenue generated from "Cat's Keno".
      o     Commencing on the January 1, 2005, 14% of any net revenue generated
            from "Reals" and "Cat's Keno".
      o     For a period of 12 months from commercial launch of the Applications
            listed in (ii) above: 20% of any subsequent net revenue generated
            from the 5 Play for Real games; thereafter, 14% of any subsequent
            net revenue generated from the 5 Play for Real games until the
            expiry of the games.
      o     With regards to Applications listed in (iii) and (iv) above: 30% of
            any subsequent net revenue generated from Premium Telephony charges,
            subject to the prior deduction of (pound)2,000 per month to fund
            part of TGC's cost for providing the necessary telephony
            infrastructure.

      3. ROYALTY/REVENUE-SHARING PAYMENTS WITH THIRD PARTIES:

      As between Zone4Play and TGC on the one hand and any other client of TGC/
      Affiliate and/or channel launching the Applications on the other hand:

      o     TGC will offer to distribute Zone4Play's applications to its
            clients.
      o     TGC will exercise its best endeavours to commercially promote
            Zone4Play's applications, and offer clients the applications at a
            share of revenue which is higher than the share of revenue agreed
            between TGC and Zone4Play
      o     Any revenue share higher than the percentages mentioned above
            between Zone4Play and TGC, shall be split equally (50/50) between
            Zone4Play and TGC. For example: if TGC offered a potential client
            the applications at a share of 40% while it shares with Zone4Play
            for 20%, The remainder will be 20% (out of 40%). Zone4Play and TGC
            will each share half of the remainder (i.e. 10%).

Reporting -

Within 15 working days of the end of each month, TGC shall send Zone4Play a
report detailing the Net Revenues received from the all Applications launched
and/or running during the previous calendar month. This report will be divided
into activities carried out by TGC and activities carried out by others.

This report shall also include Operator Revenue Share(s) (including TGC where
applicable) and, the split between TGC and Zone4Play of the remaining Net
Revenues.

Miscellaneous -

The parties have agreed to use reasonable endeavours to launch the fixed odds
play for fun versions of all the games, including Slots, Cat's Keno, Hi-Lo, as
soon as practicably possible; and to also launch casino play for fun games Xxxxx
Xxxx Caribbean Poker, Roulettes and Video Poker game.




                      APPENDIX D - XXXXXXX XXXX __________

Whereas TGC has engaged in a long term agreement with Xxxxxxx Xxxx and pursuant
thereof, has requested Zone4Play to provide it with the same service governed by
the Agreement, the following definitions shall apply to the terms of this
Agreement with respect to Xxxxxxx Xxxx ______________- (Hereinafter: "WH").

1.    DEFINITIONS:

"APPLICATION" shall mean any and/or all of the following Interactive Television
games:

All Interactive Play for Real games provided by Zone4Play excluding multi player
poker games.

"CUSTOMERS" shall mean, subscribers and/or other end-users of Operators of
Interactive Digital Television services;

"OPERATOR" shall mean, Xxxxxxx Xxxx - _________, and/or any of its affiliates,
subsidiaries and related entities;

"SPECIFICATION AND A TIMETABLE" shall be agreed by the Parties based on the
engagement agreed with the Operator.

"TERM" the term of this Appendix D shall commence on the day the parties has
signed this appendix and shall be effective for a period of no more than three
years, or the termination of the contract between DITG and Xxxxxxx Xxxx,
whichever is earlier.

2.    ROYALTY/REVENUE-SHARING PAYMENTS.

Revenues arising from the provision of the Applications and the parties
engagement under this Agreement with respect to Interactive Digital Television
platform, shall be shared in accordance with the following terms:

For the purpose of this platform, "NET REVENUE" shall mean, in respect of any
calendar month during the Term, the gross amounts staked and received in real
money by any Customer using the Products to place bets via any Application,
less:

      o     Betting duty payable to HMCE (currently 15% of gross profits)

      o     SKY commission (currently 25% of gross margin)

      o     Any direct merchant acquirer FeesAny other directly attributable Sky
            costs

With respect to the Applications, the "NET REVENUES" shall be split as follows:

Zone4Play will receive:

Up to Net Revenues of 1.5 million (GBP) per year - 7.5%.
Of Net Revenues of 1.5 - 3 million (GBP) per year - 6.25%.
Of Net Revenues above 3 million (GBP) per year - 5%.




Reporting -

Within 21 working days of the end of each month, TGC shall send Zone4Play a
report detailing the Net Revenues received from the all Applications launched
and/or running during the previous calendar month. This report will be divided
into activities carried out by TGC and activities carried out by others.

This report shall also include Operator Revenue Share(s) (including TGC where
applicable) and, the split between TGC and Zone4Play of the remaining Net
Revenues.

For the avoidance of doubt Xxxxxxx Xxxx, through its separate contract with
DITG, has complete discretion as to the inclusion of any games, either Play for
Real or Play for Fun, within the Xxxxxxx Xxxx interactive television service.
TGC can therefore not guarantee the inclusion of any Z4P games within that
service.




                 APPENDIX C - TEXAS HOLD'EM - MULTI PLAYER POKER

Whereas Zone4Play developed a Texas hold-em multi player poker game and TGC has
an interest to insert such game within its range of casino games. The following
definitions shall apply to the terms of this Agreement with respect to the Texas
hold-em Multi player poker Interactive Television Platform (Hereinafter: "TEXAS
HOLD-EM") .

1.    DEFINITIONS:

"APPLICATION" shall mean any and/or all of the following Interactive Television
games:

(i) Play for fun Texas Hold'em Multi Player Poker ["MULTI PLAYER POKER"]

(ii) Play for Real games, when legally permitted, shall also be provided on the
same terms of this appendix as Play for Fun model.

"CUSTOMERS" shall mean, subscribers and/or other end-users of Operators of
Interactive Digital Television services;

"OPERATOR" shall mean the Avago channel;

"PRODUCTS" shall mean, Digital Set-Top Boxes provided by Operators to for use by
the Customers;

"SPECIFICATION AND A TIMETABLE" shall be agreed by the Parties based on the
engagement agreed with the Operator.

"TERM" the term of this Appendix C shall commence on the day the parties has
signed this appendix and shall be effective for a period of three years.

2.    ROYALTY/REVENUE-SHARING PAYMENTS.

Revenues arising from the provision of the Application and the parties
engagement under this Agreement with respect to Interactive Digital Television
platform with respect threrof, shall be shared in accordance with the following
terms:

For the purpose of this platform, "NET REVENUE" shall mean, in respect of any
calendar month during the Term, the gross amounts staked and received in real
money by any Customer using the Products to place bets via any Application,
less:

      o     Betting duty payable to HMCE (currently 15% of gross profits)

      o     Sky commission (currently 25% of gross margin)

      o     Any direct merchant acquirer Fees

      o     Any other directly attributable Sky costs

With respect to the Applications, the "NET REVENUES" shall be split as follows:

As between Zone4Play and TGC Zone4play will receive:

      o     With regards to Applications listed in (i) where viewers will use
            return path telephone as billing mechanism - 50% - 50% between the
            parties.

      o     With regards to Applications listed in (ii) 50% - 50% between the
            parties.




3.    ROYALTY/REVENUE-SHARING PAYMENTS WITH THIRD PARTIES:

As between Zone4Play and TGC on the one hand and any other client of TGC/
Affiliate and/or channel launching the Applications on the other hand:

      o     Under the same terms of this Appendix TGC will offer to distribute
            Zone4Play's applications to its clients.

      o     TGC will exercise its best endeavors to commercially promote
            Zone4Play's applications, and offer clients the applications at a
            share of revenue, which is higher than the share of revenue shall be
            mutually agreed between TGC and Zone4Play.

Reporting -

Within 15 working days of the end of each month, TGC shall send Zone4Play a
report detailing the Net Revenues received from the all Applications launched
and/or running during the previous calendar month. This report will be divided
into activities carried out by TGC and activities carried out by others.

This report shall also include Operator Revenue Share(s) (including TGC where
applicable) and, the split between TGC and Zone4Play of the remaining Net
Revenues.