Sample Business Contracts

Master License Agreement - Fairwind Technologies Inc. and Blackstone Holdings Corp.

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                         MASTER LICENSE AGREEMENT

     This Agreement made as of the 21 day of August, 2001


               FAIRWIND TECHNOLOGIES INC   a body corporate with offices at
               #205 - 3997 Henning Drive, Burnaby, British Columbia, Canada
               (hereinafter referred to as the "Licensor" or "Fairwind")

                                             OF THE FIRST PART

               Blackstone Holdings Corporation a Neveda Corporation with
               offices at 16747 Foxtrail Lane, Loxahatchee, FL 33470
               (hereinafter referred to as the "Master Licensee")

                                             OF THE SECOND PART

     WHEREAS Licensor is in the gaming software licensing business.

     AND WHEREAS   Master Licensee is in the business of selling software
gaming licenses and wishes to enter into a Master License Agreement to
purchase a Master License and sell Master Licenses and sub-licenses to third

     AND WHEREAS  Licensor has the licensing rights to certain interactive
gaming software more fully described in Schedule "A" developed by software
programmers in Korea, and Vancouver

     AND WHEREAS Licensor is willing to grant Master Licensee a non exclusive,
non transferable license to the object code for such gaming software for
subsequent sale of sub-licenses and sale of  Master Licenses to other third
parties in those territories described in Schedule "A"

     AND WHEREAS Licensor is willing to grant Master Licensee this license
subject to the  terms and conditions set out in this agreement;

     NOW THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein, the parties agree as follows:


1.1. Words and phrases used herein have the following meaning:

1.1.1.   "Agreement" means this Master  License Agreement, including Schedules
         attached hereto.

1.1.2.   "Business" means the operation and management of an online Internet
         entertainment and game playing website for fun and for money wagering
         utilizing the Software.

1.1.3.   "Client Software" means the user interface portion of the Software.

1.1.4    1.1.4    "Dollar" or "$" means United States dollars.

1.1.5    1.1.5   "Electronic Distribution" means the electronic delivery of
         computer software using on-line services, the Internet, phone lines,
         cable systems, servers, satellite or other public or private access
         network or electronic communication mediums.

1.1.6    1.1.6   "End User" means an individual whom the Master Licensee or
         sub-licensee permits to access and utilize, but not to further
         distribute, the Software.

1.1.7    1.1.7   "Gross Revenues" means gross income which is received by the
         Master Licensee or any sub-licensee,  affiliate or associate of the
         Master Licensee in connection with the Business utilizing the
         Software, which shall be calculated as the total dollars wagered on
         all games less all payments to players and charge backs, but before
         any operating, administrative or other expenses, governmental sales,
         excises or other taxes or tariffs imposed on the use of the Software.

1.1.8    1.1.8   "Master License"  Means this agreement enabling the Master
         Licensee to use and sell Master Licenses and sub Licenses.

1.1.9    1.1.9   "License Fees" means the fees payable by the Master Licensee.

1.1.10   1.1.10  "Royalty Fees" shall mean the monthly percentage fees earned
         by the Licensor from Revenue generated from the Master Licensees and
         Sub-Licensees operations.

1.1.11   1.1.11  "Software" means the object code versions of the computer
         software described in Schedule "C" herein.

1.1.12   1.1.12  "Sub-Licensee" shall mean a third party operating a
         sub-license acquired from the Master Licensee

1.2      Currency

         Unless otherwise indicated, all dollar amounts referred to in this
         Agreement are expressed in United States Dollars.

1.3.     Sections and Headings

         The division of this Agreement into sections and the insertion of
         headings are for convenience of reference only and shall not affect
         the interpretation of this Agreement.  Unless otherwise indicated,
         any reference in this Agreement to a section or a Schedule refers to
         the specified section of or Schedule to this Agreement.

1.4.     Number, Gender and Persons

         In this Agreement, words importing the singular number only shall
         include the plural and vice versa, words importing gender shall
         include all genders and words importing persons shall include
         individuals, corporations, partnerships, associations, trusts,
         unincorporated organizations, governmental bodies and other legal or
         business entities.

1.5.     Accounting Principles

         Any reference in this Agreement to generally accepted accounting
         principles refers to generally accepted accounting principles as
         approved from time to time by the Canadian Institute of Chartered
         Accountants or any successor institute.  This reference shall not be
         construed so as to imply any attornment to Canadian jurisdiction or

1.6.     Time of Essence

         Time shall be of the essence of this Agreement.

1.7.     Severability

         If any provision of this Agreement is determined by a court of
         competent jurisdiction to be invalid, illegal or unenforceable in any
         respect, such determination shall not impair or affect the validity,
         legality or enforceability of the remaining provisions hereof, and
         each provision is hereby declared to be separate, severable and

1.8.     Successors and Assigns

         This Agreement shall enure to the benefit of and shall be binding on
         and enforceable by the parties and, where the context so permits,
         their respective successors and permitted assigns.

1.9.     Amendment and Waivers

         No amendment or waiver of any provision of this Agreement shall be
         binding on any party unless consented to in writing by such party.
         No waiver of any provision of this Agreement shall constitute a
         waiver of any other provision, nor shall any waiver constitute a
         continuing waiver unless otherwise expressly provided.


2.1.     License:  Subject to the terms and conditions hereof Licensor hereby
         grants to the Master Licensee and the Master Licensee accepts from
         Licensor:  (i) non-exclusive, non-transferable license to use the
         Software only in connection with the Business and to transmit the
         Client Software directly or assign the rights to use the software to
         (your company name) sub-licensee only in object code form to End
         Users by means of Electronic Distribution; and (ii) a non-exclusive ,
         non-transferable license to sell to third parties located in North
         and South America as well as those third parties using  International
         Business Corporations in the West Indies,, the Caribbean, including
         Bahamas, St Kitts, Antigua, Belize, Costa Rica, Panama, Nevis and
         such other jurisdictions with approval from Fairwind, not to be
         unreasonably withheld.a sub-license and/or a Master License   ( iii)
         a non-exclusive, non-transferable license to use and to grant to End
         Users the right to use the Client Software in object code form, only
         while connected to a server on which the server component of the
         Software is installed.

2.2      Sale of  Master Licenses:  Master Licensee is hereby granted the
         rights to sell Master Licenses under such terms as described in
         Schedule "D" and paragraph 5

         Sale of Sub-Licenses : Master Licensee is hereby granted the rights
         to sell sub-licenses  under such terms as described in paragraph 5.
         Licensor and Licensee recognizes that there are a category of web
         masters who have substantial traffic and who would not pay for a
         gaming sub-license based on the potential royalty earnings that they
         could generate. Licensor grants Licensee the right to sell for
         $30,000.00 a sub-license in the event a sub-licensee qualifies under
         this category subject to Licensor's written consent on a deal by deal

2.3      Restrictions:  The Master Licensee shall not, and shall not authorize
         any third party to, reverse engineer, de-compile or disassemble the
         Software or to attempt to do the same.  If the Master Licensee
         becomes aware of the source code of the Software it shall not make
         use of or disclose the same to any party.

2.4      Sub-Licenses:  The Master Licensee shall have the right to
         sub-license or otherwise make available  the rights granted to the
         Master Licensee in Clause 2.1 to any  third party (related or
         otherwise) and such rights shall only be used by the Master Licensee
         or its assignee in connection with its operation of the Business
         which shall be comprised of the installation of the Software on a
         server and the maintenance of the data base.

2.5      Hosting Server : Licensor shall provide Master Licensee and their
         sub-licensees with games and a back-end administrative system from
         Licensors servers located in Costa Rica on the condition that Master
         licensee or Sublicensee pay their webhosting fee.

2.6      Server: The Licensor shall be responsible for the proper
         configuration, custody, maintenance and control of the server upon
         which the Software is installed and in respect of all third party
         software installed thereon. Licensor shall provide the servers and

         sufficient bandwidth to service the Master Licensees customers. In
         the event the Licensors servers are shut down or confiscated ,
         Licensor shall be required to replace the service in another
         jurisdiction within 20 business days.

2.7      Web Sites : Licensor shall provide all websites for Master licensee
         and Sublicensee on the condition that Licensee pay the web
         construction fee and hosting fee.


3.1.     The Master Licensee warrants and represents that it has or will have
         obtained prior to commencing the Business, all required government
         approvals and permits in order to use the Software in its Business
         and to operate its Business, including an Internet gaming license if
         required, and that it will maintain such approval and permits
         throughout the term of this Agreement and obtain any government
         approvals and permits that subsequently become required during the
         term of this Agreement or any extensions thereof.

3.2.     The Master Licensee shall take such actions as it deems necessary in
         order to prohibit participation in the activities and games of the
         Software where prohibited by law.

4.       OWNERSHIP

4.1.     Software: Fairwind retains all right, title and interest, including
         intellectual property rights, in and to the Software.

4.2.     Proprietary Rights Notices: The Master Licensee shall not remove any
         copyright or other proprietary rights notices contained within the


5.1.1    Master License Fee ; In consideration of the rights granted by
         Licensor to the Master Licensee hereunder, the Master Licensee shall
         pay Licensor the sum of $250,000 as follows;

         a) $10,000 upon signing of the agreement as a non refundable deposit
            (Bank Draft or Cashier's Check Only).

         b) A further sum of $115,000 will be paid within 180 days after
            signing on this agreement by Master Licensee

         c) A final sum of $125,000 will be paid within 60 days after second
            payment .

5.1.2    Royalty Fees:  As further consideration of the rights granted by
         Licensor to the Master Licensee  hereunder, the Master Licensee shall
         pay to the Licensor monthly Royalty Fee calculated as 35% of Rake
         revenue generated by the Master Licensee for the entire term

         of this Agreement and any extensions thereof.  This will be negotiate
         again when Licensee fully pay Master License Fee.

5.13     Payment of Royalty Fees: The Master Licensee shall pay the Royalty
         Fees to the Licensor under Clause 5.1.2 on a monthly .

5.13.1      Sale of Master Licenses : Licensor has granted Licensee the right
            to sell a Master License at a price set out in Schedule " ____  ".
            Fairwind agrees that the License fee paid by a purchaser of a
            Master License shall be shared  between Fairwind (70%) and
            Blackstone Holdings Corporation(30%).

5.13.2      Sale of Sub-Licenses ; Master Licensee shall pay Fairwind 50% of
            the entire fee that Master Licensee is paid by a third party sub-
            Licensee .

5.13.3      Time for Payment of Licensing Fees : All fees payable to Fairwind
            for a sale of a sub-license or a Master License shall be paid
            within 5 days of receipt  by the Master Licensee. In the event a
            Purchaser pays the licensing fee in installments, Licensor shall
            be paid pro rata.

6.       SUPPORT

6.1.     Upgrades: Provided that the Master Licensee is not then in default
         hereunder, during the term of this Agreement Licensor shall provide
         certain upgrades to the Software, designated as such by Licensor, to
         the Master Licensee at actual cost occurred.  All upgrades to the
         Software shall be considered Software for the purposes of this
         Agreement.  Upgrades to the Software shall consist of new games and
         language localization, as designated as such from time to time by

6.2.     Other Services:  If services beyond Licensor's warranty obligations
         are requested by the Master Licensee and if Licensor elects to
         provide such service, the Master Licensee shall be required to pay
         additional fees for such services on the basis of the applicable
         rates then in effect for Licensor, but Licensor shall be entitled to
         terminate such service at any time, without notice.  Any work
         performed outside of normal business hours shall be charged at the
         applicable overtime rates.


         Licensor warrants, represents and covenants to the Master Licensee

7.1.     Capacity: It has the necessary capacity and authority to enter into
         this Agreement and is in good standing with its software suppliers
         and software programmers

7.2.     No Infringement:  To the best of its knowledge, information and
         belief, the license of the Software to the Master Licensee as
         contemplated herein will not infringe upon any patents or copyrights
         of any third party.

7.3.     Program Error:  Licensor warrants that if program errors (defects in
         the Software which prevent substantial conformance to the Software
         Specifications set out in Schedule "C" hereto) occur during the term
         of this Agreement then, provided that:

         i.    the Master Licensee provides prompt notice to Licensor of such
               program error;
         ii    the Master Licensee provides a full and complete disclosure of
               the program error and any input or output necessary to assess
               the same;
         iii   this sub-license  remains in effect and the Master Licensee is
               not then in default hereunder;
         v     the Software or the server on which the Software was
               originally installed has not been modified by the Master
               Licensee or any third party; and
         vi    provided the program error can be reproduced on Licensor's
               current Software.

Licensor will use their best efforts to correct such errors within 48 hours
following receipt of notice from the Master Licensee of such defects.

7.4.     Upgrades:  During the term of this Agreement Licensor shall provide
         the Master Licensee with upgrades as provided in Clause 6.2.

7.5.     Non-Warranty Items:  Examples of service not covered by Licensor's
         warranty include, but are not limited to:

         1.  service required due to unauthorized modification to the
         2.  service required due to improper installation of Software, if the
             Software has not been installed by Licensor;
         3.  interference of third party software, installed on the server, on
             the functionality of the Software;
         4.  failure of software other than the Software as defined hereunder;
         5.  force majure;
         6.  default or negligence of the Master Licensee;
         7.  providing operating services, accessories or supplies.




         The Master Licensee warrants, represents and covenants to Licensor as
         follows and acknowledges that Licensor is relying on such warranties,
         representations and covenants in entering into this Agreement and the
         transactions contemplated in this Agreement:

8.1.     Capacity:  The Master Licensee has the necessary capacity to enter
         into this Agreement and  shall use the Software only in accordance
         with in compliance with the laws of the jurisdiction in which the
         Business in conducted and in accordance with generally accepted
         gaming industry standards and practices.

8.2.     Unauthorized Use: Master Licensee will not permit any third party
         other than a sub-licensee and an End User, to use the Software for
         any purpose

8.3      Master Licensees Use of Software: The Master Licensee shall assign
         the rights to use the Licensed software and operate a Fairwind's to

8.4      Records: The Master Licensee will maintain, in accordance with
         generally accepted accounting principles complete and accurate books
         and records in respect of its operation of the Business and the Gross
         Revenue and other amounts received in connection therewith and all
         License Fees due or paid hereunder.

8.6      Audit: The Licensor shall have the right, on reasonable notice to the
         Master Licensee, no more often than once in any twelve (12) month
         period, to appoint an independent third party to examine the Master
         Licensee's books and records, during regular business hours, in order
         to verify the Master Licensee's compliance with the terms of this
         Agreement.  Any such audit shall be at the expense of the party
         initiating the audit unless the audit reveals an underpayment of
         greater than five (5%) percent in which case the audit shall be at
         the expense of the party initiating the audit.  The Master Licensee
         shall forthwith pay to the Licensor, the amount of any deficiency
         identified by the audit licensee.


9.1.     Defense and Settlement:  If notified promptly and in writing of any
         action (and all prior related claims) brought against the Master
         Licensee alleging that the Master Licensee's use  of the Software
         under this Agreement infringes any valid Canadian or United States
         patent or copyright, Licensor may, subject as provided below, defend
         and settle that action at its expense and may, subject as provided
         below, pay the costs and damages of any type finally awarded against
         the Master Licensee in the action, but is not obligated to do so, and
         provided that (i) Licensor shall have sole control of the defense of
         any such

         action and all negotiations for its settlement or
         compromise; and (ii) the Master Licensee and where applicable those
         for whom the Master Licensee is responsible, cooperates fully with
         Licensor in its defense of the action.  If the Master Licensee
         receives notice of a valid claim or demand regarding infringement, or
         if the use of the Software shall be prevented by injunction, Licensor
         shall, at its option and expense either (i) procure for the Master
         Licensee the right to continued use of the Software as provided
         hereunder, (ii)modify the Software so that it is no longer
         infringing, (iii)replace the Software with computer software of equal
         capability, or (iv) terminate this Agreement as to the infringing
         Software; provided that Licensor agrees that it will exercise any of
         the options (i) to (iii) prior to exercising option (iv) if, in
         Licensor's opinion, such options are commercially feasible to
         Licensor.  The foregoing indemnification does not  extend to any
         claim arising out of a modification to the Software by any party
         other than Licensor to the extent such claim would not have arisen
         had such modification not been made, any combination of the Software
         with any other software or hardware to the extent such claim would
         not have arisen had such combination not been made, or the use or
         distribution of the Software other than as permitted under this
         Agreement and the Master Licensee shall indemnify and hold Licensor
         harmless from any infringement arising therefrom.  THE FOREGOING
         INTELLECTUAL PROPERTY INFRINGEMENT. actually made to Licensor for
         Licensing fees plus cash payouts made by a sub-licensee to the Master
         Licensee for purchase of a sub-license.,


11.1.    Indemnification: The Master Licensee agrees to indemnity and save the
         Licensor, the owner of the Software and their associates, affiliates,
         parent or subsidiary corporations  harmless from and against any and
         all claims, demands, costs and liabilities (including all reasonable
         legal and attorney fees and expenses) of any kind whatsoever, arising
         directly or indirectly out of claims brought by End Users or any
         third party, and/or brought  under any law, including without
         limitation any government department or agency as a result of (i) the
         Master Licensee's combination or use of the Software with any other
         software, hardware or other material, (ii) the Master Licensee's
         transmission of the Client Software or the use of the Client Software
         by an End User, (iii) breach of Section 8 warranties;  (iv) the
         Master Licensee's operation and management of the Business; or (v)
         any act or omission by the Master Licensee regarding the use of the
         Software except in accordance with Section 2.


12.1.    Proprietary Information:  Documentation and information (including
         electronically, orally or visually disclosed information) are
         confidential and "Proprietary Information"  for the purposes of this
         Section 12 if (a) it is designated as confidential or proprietary, by
         letter, stamp or legend (b) it would be apparent to a reasonable
         person, familiar with the disclosing party's business or the industry
         in which it operates, that such information is of a confidential or
         proprietary nature, or the disclosing party, within ten (10) days of
         disclosure, indicates to the receiving party that such disclosure
         is confidential.  Proprietary Information shall not include
         information defined as Proprietary Information above which the
         receiving party can conclusively establish (i) was in the possession
         of the receiving party at the time of disclosure; (ii) prior to or
         after the time of disclosure becomes part of the public domain
         without the act or omission of the party to whom it was disclosed;
         (iii) is disclosed to the receiving party by a third party under no
         legal obligation to maintain the confidentiality of such information;
         or (iv) was independently developed by the receiving party.  All such
         Proprietary Information shall be treated confidentially by the
         receiving party and its employees,  contractors and agents and shall
         not be disclosed by the receiving party without the disclosing
         party's prior written consent.  However, the receiving party may
         disclose Proprietary Information of the disclosing party in
         accordance with judicial or other governmental order, provided that
         receiving party shall give the disclosing party reasonable notice
         prior to such disclosure and shall comply with any applicable
         protective order or equivalent.

12.2.    Treatment of Proprietary Information:  Neither party shall in any way
         duplicate all nor any part of the other party's Proprietary
         Information, except in accordance with the terms and conditions of
         this Agreement.  Each party shall have an appropriate agreement with
         each of its employees, contractors and agents having access to the
         other party's Proprietary Information sufficient to enable that party
         to comply with all the terms of this Agreement.  Each party agrees to
         protect the other's Proprietary Information with the same standard of
         care and procedures which it uses to protect its own trade secrets
         and confidential or proprietary information of like importance and,
         in any event, shall adopt or maintain procedures reasonably
         calculated to protect such Proprietary Information.

12.3.    Further Treatment of Proprietary Information: Each party agrees to
         hold the other party's Proprietary Information in trust and
         confidence for such party and not to use the same other than as
         expressly authorized under this Agreement.  Each party agrees not to
         disclose any such Proprietary Information without the prior written
         consent of the other, to anyone other than that party's employees,
         contractors and agents who have a need to know same to carry out the
         rights granted hereunder.

12.4.    Action to Protect:  Each party shall promptly report to the other any
         actual or suspected violation of the terms of this Section 12, and
         shall take all reasonable steps to prevent, control or remedy such

12.5.    Equitable Relief: In recognition of the unique and proprietary nature
         of the information disclosed by the parties, it is agreed that each
         party's remedies for a breach by the other

         of its obligations under this Section 12 shall be inadequate and the
         disclosing party shall, in the event of such breach be entitled to
         equitable relief, including without limitation, injunctive relief and
         specific performance, in addition to any other remedies provided
         hereunder or available at law.

12.6     Proprietary Information:  For the purposes of this Agreement the
         Software, and all upgrades or modifications and all materials related
         thereto shall be treated as Proprietary Information of Licensor
         disclosed to the Master Licensee.


13.1.    Term: The initial term of this Agreement will be for a period of two
         (2) years.  Provided that the Master Licensee is not in default under
         the terms of this Agreement at the end of a current two year term and
         has not been in default hereunder for a period of sixty (60) or more
         days, on a cumulative not consecutive basis, during the current term,
         the Master Licensee will have the option of renewing this Agreement
         60 days prior to the end of the initial term, for an additional one
         (1) year term on the same terms provided herein except that there
         shall be no license fee applicable to the renewal terms.

13.2     Termination : This Agreement may be terminated by either party in the
         event of any material breach by the other party hereto which
         continues after thirty (30) days written notice of said breach (which
         notice shall, in reasonable detail, specify the nature of the breach)
         by the non-defaulting party to the defaulting party

13.3     Effect of Termination: Upon the termination of this Agreement the
         rights and licenses granted to the Master Licensee  by Licensor
         hereunder shall terminate immediately and the Master Licensee shall
         cease all use of the Software and shall, at the option of Licensor,
         return to Licensor or destroy all copies of the Software in the
         possession of the Master Licensee and Licensor shall be entitled to
         unilaterally take any and all steps or actions they may deem
         necessary to enforce this Clause

         In the event the Licensee's Master License is terminated for cause
         the Master  Licensee shall assign the sub-licences to the Licensor

13.4.    License Fees: No termination of this Agreement shall release the
         Master Licensee from its obligations to pay Licensor any License Fees
         which accrued prior to such termination or which shall accrue after
         the effective date of such termination as a result of the Master
         Licensee's use of the Software after the termination of this
         Agreement, nor shall any termination have the effect of releasing the
         Master Licensee from the provisions of Section 12 which provisions
         shall survive the termination of this Agreement.

13.5     Non Payment:  Notwithstanding anything contained herein, non payment
         by the Master Licensee of any License Fees provided for herein, at
         the times specified herein, shall entitle Fairwind and the Licensor
         after the default remedy period to immediately terminate this
         Agreement and in such event Fairwind and the Licensor shall be
         entitled to take any and all such actions it may deem necessary to
         prevent the continued use of the


13.6.    Termination of Master License: Notwithstanding any other provision
         hereof the Licensor acknowledges that the rights of  Master Licensee
         to sub license the Software is described under the terms of  this
         Master License Agreement made between the Licensee and Fairwind and
         that a default by the Licensee under the terms of the Master License
         Agreement may result in the termination of  a Sub License.  In the
         event of such termination Fairwind is given the right, which right is
         hereby recognized and confirmed by the Master Licensee, to take any
         and all such steps as Fairwind may determine necessary to prevent the
         continued use the Software by the Master Licensee.  In event of the
         termination of this Agreement by virtue of the termination of the
         Master Agreement,  sub-licensees shall be entitled to contact
         Fairwind  directly and negotiate any continued use of the Software on
         such terms as may be negotiated, without compensation to the  Master
         Licensee  and similarly, in such circumstances, Fairwind   shall be
         entitled to contact the Sub-licensee or otherwise negotiate with the
         sub-Licensee with respect to continued use of the Software, without
         interference by the Master Licenseer or compensation of any nature to
         the Master Licensee.

13.7.    Default :  If Licensor has violated or breached any of the terms of
         this agreement.


14.1.    If the Master Licensee breaches any of its obligations hereunder, the
         Licensor shall be entitled to seek equitable relief to protect their
         interests herein and in the Software including but not limited to
         injunctive or other equitable relief, it being acknowledged by the
         Master Licensee that the Licensor would suffer irreparable harm and
         that damages do not form an adequate remedy.

14.2.    If the Master Licensee fails to completely abide by any term,
         condition or covenant of this Agreement or otherwise commits a breach
         of this Agreement, then Licensor may, at its option, terminate this
         Agreement by providing written notice as such to the Master Licensee.

14.3.    If the Master Licensee becomes insolvent or files a petition in
         Bankruptcy, has filed against it an involuntary petition in
         Bankruptcy or a Receiver is appointed over the assets of the Master
         Licensee, or the Master Licensee commits an act of Bankruptcy, then
         Licensor may, at its option, immediately terminate this Agreement by
         written notice as such to the Master Licensee.

14.4.    If this Agreement is terminated in accordance with the provisions
         hereof the License Fees as provided for in Clause 5.1 will be deemed
         to have been paid for the use of the Software during the time it was
         in the possession of the Master Licensee and as a result, in such
         event, the Master Licensee will not be entitled to any refund of the
         Set Up Fee or any License Fees, or any portion thereof.

15.      NOTICES

15.1.    Notices:  Any notice required or permitted to be given under the
         terms of this Agreement shall be in writing and given by personal
         delivery or sent by registered mail, postage prepaid, or by fax,
         Master Licensee to 16747 Foxtrail Lane, Loxahatchee, FL 33470 and in
         the case of the Licensor at the following address:205-3997 Henning
         Dr Burnaby BC V5C 6N5.  Either party may change its address for
         notice by notice to the other party in the manner prescribed above.
         Any notice given pursuant to this Section shall be deemed to have
         been received on the date actually received.

16.      GENERAL

16.1.    Applicable Law:  This Agreement shall be governed by and construed in
         accordance with the laws of Costa Rica and the parties attorn to the
         courts of Costa Riac in respect of the enforcement or interpretation
         of this Agreement.

16.2.    Enforceability:  If any provision of this Agreement is declared by a
         court of competent jurisdiction to be invalid, illegal or
         unenforceable, such provision or part thereof which is necessary to
         render the provision valid, legal and enforceable, shall be severed
         from the agreement and the other provisions and the remaining part
         thereof of that provision shall remain in full force and effect.

16.4.    Further Assurances:  The parties agree to do all such things and to
         execute such further documents as may reasonably be required to give
         full effect to this Agreement.

16.5.    Entire Agreement:  This Agreement constitutes the entire agreement
         between the parties concerning the subject matter hereof and cancels
         and supersedes any prior understandings and agreements between the
         parties hereto with respect thereto.  There are no representations,
         warranties, terms, conditions, undertakings or collateral agreements,
         expressed, implied or statutory, between the parties other than as
         expressly set forth in this Agreement.

16.6.    Remedies: The remedies expressly stated in this Agreement shall be in
         addition to and not in substitution for those generally available at
         law or in equity.

16.7.    Waiver:  No waiver of any provision of this agreement by a party
         shall be enforceable against that party unless it is in writing and
         signed by an authorized officer of that party.

16.8.    Assignment: Neither party may assign  this Agreement nor the rights
         granted hereunder without the prior written consent of the other
         which consent shall not be unreasonably withheld; provided that
         either party may assign this Agreement to a successor corporation in
         the event of a merger or other reorganization in which it is not the
         surviving entity; and provided further that Licensor may assign all
         or any part of its rights under this Agreement to a parent, affiliate
         or wholly-owned subsidiary; provided that any such organization is
         able to perform under this Agreement and agrees to be bound by the
         terms hereof.

16.9.    Counterparts:  This Agreement may be executed simultaneously in two
         or more counterparts, each of which shall be deemed to be an original
         and all of which together shall constitute  one and the same

16.10.   Independent Contractors: The parties to this Agreement are
         independent contractors.  No relationships of principal to an agent,
         master to a servant, employer to employee,  franchiser to franchisee,
         partner or joint venturers is established hereby between the parties.
         Neither party has the authority to bind the other nor incur any
         obligation on its behalf.  Licensor shall not take part in, have any
         control over or participate in the Business, it being the express
         intention and understanding of the parties that the Master Licensee
         shall conduct the Business and that Licensor supply the Software only
         as described herein.  The payment by the Master Licensee of License
         Fees as provided in Clause 5.2 shall not, and the parties hereto
         confirm and agree that the same shall not constitute any nor be
         construed as any participation in the business of the Master Licensee
         by Licensor.

16.12.   Force Majeure:  Notwithstanding anything to the contrary contained in
         this Agreement, the failure or delay in performance by either
         Licensor or the Master Licensee, other than the performance of
         payment obligations, shall be excused to the extent it is caused by
         an event beyond the party's control, provided that the party
         prevented from or delayed in rendering performance notifies the other
         party immediately and in detail of the commencement and nature of
         such cause, and provided further that such party uses its best
         efforts to render performance in a timely manner, utilizing to such
         ends all resources reasonably required in the circumstances.  If such
         event continues beyond sixty (60) days, either party may terminate
         this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.

                                        BLACKSTONE HOLDING CORP.

                                          /S/ FRANK R. BAUER

                                        Name:  FRANK R. BAUER

                                        Title: PRESIDENT

                                        FAIRWIND TECHNOLOGIES LTD

                                          /S/ THOMAS KEI

                                        Name:  THOMAS KEI

                                        Title: PRESIDENT AND CEO

                                 SCHEDULE "A"

The software is a Java based virtual Poker Card Room Service identified as a
package called which resides on a Fairwind server located
at San Jose, Costa Rica