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Software Development Agreement - 3DCityguide.com Inc. and Butterfly Software

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SOFTWARE DEVELOPMENT AGREEMENT



THIS DEVELOPMENT  AGREEMENT  (hereinafter called "Agreement") made this 15th day
of  September,   1999  by  and  between  3DCityguide.com,   Inc.,  a  Washington
corporation   (hereinafter  called  "3DCityguide",   which  term  shall  include
3DCityguide's  subsidiaries  and affiliates) and Butterfly  Software,  a British
Columbia numbered company ("Butterfly").

WITNESSETH:

WHEREAS,  Butterfly  has the  development  capacity  to  build  custom  visually
interactive software products distributed in the CD ROM format;

WHEREAS,  3DCityguide  desires  to produce a limited  number of custom  visually
interactive CD ROM products for various metropolitan destinations throughout the
world;

WHEREAS,  Butterfly desires to assist in the production of the CD ROM product by
building  custom  visually   interactive   software  products  pursuant  to  the
3DCityguide specifications;

WHEREAS,  Butterfly has developed and possesses certain computer technology with
reference to software development and visual animations (which together with all
future   developments   thereof  is  collectively   called  "Butterfly  Software
Technology"),

WHEREAS,  Butterfly  has the  technology,  capability  and expertise to develop,
create,  design,  manufacture,  produce and provide certain visually interactive
software technology; and

WHEREAS,  subject to the conditions  and terms  contained  herein,  Butterfly is
willing and desirous to grant to 3DCityguide,  and 3DCityguide desires to obtain
from  Butterfly  an  exclusive,  assignable,   transferable,   license  for  the
distribution,  production, promotion, marketing and sale rights to the Butterfly
Software  Technology  for  3DCityguide  as  incorporated  into  any  Development
Project; and

WHEREAS, Butterfly and 3DCityguide have negotiated and agreed upon the following
conditions  and  terms  for  a  business   relationship   for  the  development,
production,  distribution,  marketing,  license  and sale of the CD ROM  product
produced by any Development project incorporating  Butterfly Software Technology
 .

NOW,  THEREFORE,  for and in the  consideration  of Ten Dollars ($10.00) in hand
paid each respective party to the other and other  good/valuable  considerations
including,  but not limited to, the covenants,  conditions and terms hereof, the
sufficiency  and receipt of said  good/valuable  considerations  being  herewith
acknowledged by the respective parties,  Butterfly and 3DCityguide stipulate and
agree as follows:






<PAGE>










1. Recitals. The recitals set forth above are accurate, correct and true and
are incorporated herein by this reference
   --------
describing specifically the understandings and intentions of the respective
parties hereto.

2. Definitions. When used in this Agreement, the following terms shall have
the meanings set forth next to the same as
   -----------
follows:

(a)  The  term  "Future  Products"  means  the  Butterfly  Software   Technology
components,  which are developed  during the Term of this agreement in the field
of visually interactive technology by Butterfly for sale and licensing.

(c) The term "3DCityguide Builds" means a version of the Butterfly Software that
has been customized by Butterfly for the sole and exclusive  distribution,  sale
and/or  use  by   3DCityguide   in  its   promotional/marketing   opportunities,
presentations,  programs and/or projects in the visually  interactive market and
is encompassed in the specifications of a specific Development Project.

(d) The term "3DCityguide Customers" means 3DCityguide's advertisers, suppliers,
customers, sponsors and/or contacts.

(e) The term "3DCityguide Site" means  3DCityguide's  Internet site on the World
Wide Web known as  www.3DCityguide.com,  www.chatvegas.com  and any other domain
names owned by 3DCityguide or any affiliate or subsidiary of the same



(f) The term  "Development  Project" means a software product built by Butterfly
for 3DCityguide pursuant to this Agreement which incorporates Butterfly Software
Technology and which includes the development of any 3DCityguide  Build. (g) The
term "CD ROM" means a compact  disk or any other type of medium for the delivery
of software

(h) The term  "Master"  means a Private  Build CD ROM "Master  Disc"  created by
Butterfly and suitable for use in the manufacturing,  production and replication
of Butterfly Software Technology as incorporated in a Development Project or any
other 3DCityguide Build on CD ROM through subsequent replications thereof.

(i) The  term  "Replicator"  means a  manufacturer  and/or  packager  of CD ROMs
containing  Butterfly Software  Technology that is ready for distribution to the
public for lease or sale through 3DCityguide

(j) The term "Start Date" means September 15, 1999.

(k) The term "Supplemental  Product" means any enhancement,  upgrade,  update or
add-on to any 3DCityguide Build or Development Project.

(l) The term "Territory" means North America, the United States, Canada and
Mexico.



3. Butterfly's Right to Terminate.
   ------------------------------

(a) Butterfly may terminate this Agreement, in addition to any other remedies
 available to it, (i) if
3DCityguide has failed to perform or meet any material obligation,  condition or
term  contained  herein and failed to remedy the default within thirty (30) days
after the receipt of written  notice from  Butterfly to that effect,  or (ii) if
3DCityguide  has  failed to make any  payment  when  payable  and due under this
Agreement  to  Butterfly  within  fifteen (15) days after the receipt of written
notice from Butterfly to that effect.

(b)  Notwithstanding  the  foregoing,  this  Agreement  shall  be  automatically
terminated  if  3DCityguide   becomes   bankrupt,   involuntary,   voluntary  or
adjudicated,  or  3DCityguide  shall  cease to  function  as a going  concern by
suspending  or  discontinuing  its  business  or ceases to  distribute,  market,
license  and/or sell  Butterfly  Software  Technology  for any reason except for
periodic  shutdowns in the ordinary course of business and interruptions  caused
by strike, labor dispute or any other events over which it has no control.

(c) Butterfly's  failure to resort to any remedy for breach  hereunder shall not
be deemed to be a waiver for any subsequent breach of this Agreement.



4. 3DCityguide's Right to Terminate.
   --------------------------------

(a) 3DCityguide may terminate this Agreement,  in addition to any other remedies
available  to it if  Butterfly  has  failed  to  perform  or meet  any  material
obligation,  condition or term contained herein and failed to remedy the default
within thirty (30) days after the receipt of written notice from  3DCityguide to
that effect.

(b)  Notwithstanding  the  foregoing,  this  Agreement  shall  be  automatically
terminated if Butterfly becomes bankrupt, involuntary, voluntary or adjudicated,
or at  3DCityguide's  discretion  may  terminate  if  Butterfly  shall  cease to
function as a going concern by suspending or discontinuing its business,  ceases
supply,  development or support of the Butterfly Software  Technology except for
the decision to  discontinue  specific  projects  and periodic  shutdowns in the
ordinary course of business and interruptions caused by strike, labor dispute or
any other events over which it has no control.


(c) 3DCityguide's failure to resort to any remedy for breach hereunder shall not
be deemed to be a waiver for any subsequent breach of this Agreement.



5.  Grant of  License  Rights.  Subject to the  conditions  and terms  contained
herein,  during the Term of this  Agreement,  Butterfly  grants to 3DCityguide a
non-exclusive, transferable, assignable license, (with the right to sublicense),
to manufacture,  distribute,  produce,  advertise,  market, promote and sell the
Butterfly Software Technology in the Territory.



6. Butterfly Software Technology. The Butterfly Software Technology is a suite
of visually interactive animation
   -----------------------------
technologies  and associated  graphical and  informational  user  interfaces and
related  code,  which  may be  improved  and  updated  from  time to  time  with
technological  and  graphic  advancements  that  incorporate  as a part  thereof
certain  respective  features  available to the user of the  Butterfly  Software
Technology from time to time.



7. Butterfly  License Terms.  Butterfly shall deliver and provide to 3DCityguide
the Butterfly  Software  Technology  pursuant to the attached delivery schedule,
Exhibit A.  Notwithstanding  anything  herein to the contrary,  all  proprietary
right,  title  and  interest  in  and  unto  the  foregoing  Butterfly  Software
Technology,   including  the  extension  of  those  rights  in  the   respective
3DCityguide Builds,  shall remain the exclusive and sole proprietary property of
Butterfly  subject  only to the rights to same  granted to  3DCityguide  herein.
Consistent   with  the  foregoing,   Butterfly  shall  not  make  any  sales  or
distribution to any party of any Butterfly Software  Technology in or outside of
the Territory other than 3DCityguide  without first obtaining the  3DCityguide's
consent, which 3DCityguide may grant in it's sole and absolute discretion.



8. Butterfly Compensation and Term of Agreement. In consideration of the
 Butterfly Software Technology, license rights
   --------------------------------------------
granted herein by Butterfly to 3DCityguide, 3DCityguide shall pay to Butterfly
 the following sums as described hereafter:

(a) Cash. 3DCityguide shall pay to Butterfly monetary sums in accordance with
Exhibit B attached hereto at an amount
therein indicated .



9.  3DCityguide  Builds  and  other  Development   Projects.   Pursuant  to  the
3DCityguide  Build  Schedule and  Specifications  attached  hereto as Exhibit C,
Butterfly agrees to complete each 3DCityguide Build pursuant to the same and any
additional Development Projects which may be agreed to from time to time by both
parties.

10.  Additional  Butterfly  Software   Technology.   Butterfly  may  provide  to
3DCityguide  from time to time,  at  Butterfly's  absolute and sole  discretion,
certain  additional  Butterfly Software  Technology  products not required to be
licensed to 3DCityguide under this Agreement.  Such additional software products
shall be compensated as agreed to by the parties and paid upon delivery.

11. Goodwill of Trademark.
    ---------------------

(a)  Butterfly  acknowledges  the  value  of the  goodwill  associated  with the
Trademark  and that the  Trademark is  distinctive  and has  acquired  secondary
meaning.  Butterfly agrees, during the Term, and thereafter,  never to challenge
the rights of 3DCityguide or others in the Trademark.



(b) Butterfly shall promptly comply on a prospective basis with all instructions
and  specifications  from time to time  communicated  by Butterfly in connection
with the use and display of the Trademark, not inconsistent with this Agreement.



12. Trademark  Protection.  Butterfly  acknowledges  that the trademarks,  trade
names and design marks  ("Trademark")  used by 3DCityguide and listed on Exhibit
"D"  attached  hereto  and  incorporated   herein  by  this  reference  are  the
proprietary   and  sole  property  of  3DCityguide  or  otherwise   licensed  to
3DCityguide for its use. Butterfly shall not use the Trademark(s), except in the
normal course of advertising and marketing the Butterfly  Software  Technologies
and shall  appropriately  designate  the rights of the  parties  therein on such
advertising  and  marketing  materials.  Upon  termination  of  this  Agreement,
Butterfly shall  immediately  cease the use of any of 3DCityguide's  proprietary
trademarks, trade names, design marks or rights.



(a) Butterfly agrees that it shall not, at any time:



(i) apply for any registration of any trademark or other designation, which
would adversely affect
3DCityguide's rights in the Trademark;

(ii) file any document with any governmental  authority or take any action which
would adversely affect 3DCityguide's rights in the Trademark;

(iii) use or authorize the use of any trademark, trade name or other designation
identical with or
confusingly similar to the Trademark;

(iv) use or display  the  Trademark  in a manner  which  might be  confusing  or
deceptive  or might  injure  the good will and  reputation  associated  with the
Trademark; or

(v) otherwise  commit any act,  which would create a potential  liability on the
part of 3DCityguide or would adversely affect the goodwill and reputation of the
Trademark.



(b)  3DCityguide  shall have the right,  but not the  obligation,  to prosecute,
defend and/or settle at its own cost and expense and in its sole discretion, all
actions,  proceedings and claims involving the Trademark,  and to take any other
action that it deems proper or necessary for the protection and  preservation of
its rights in the Trademark. In its sole option, 3DCityguide may take any action
described above in its own name, and/or in the name of Butterfly,  and Butterfly
will cooperate fully therewith.  All expenses of any action taken by 3DCityguide
to protect its interests in the Trademark shall be borne by 3DCityguide, and all
relief  granted  in  connection  therewith  shall be solely  for the  account of
3DCityguide,  except as described herein where Butterfly may participate in such
action. In the event Butterfly determines,  in its absolute and sole discretion,
that it desires to participate with 3DCityguide in any action, proceeding and/or
claim or to initiate it's own action to protect its interests in the 3DCityguide
Builds which utilize the Trademark,  then Butterfly shall  proportionately  bear
its  portion  of the  expenses  related  to same  with  3DCityguide,  and  shall
proportionately  benefit in the relief  granted in  connection  therewith  as it
relates to Butterfly's  rights.  Butterfly shall notify 3DCityguide  promptly of
any adverse,  pending or threatened  action in respect of the Trademark,  and of
any use by third parties that would or might tend to be adverse to the rights of
3DCityguide,  if  said  action  against  the  Trademark  or  adverse  use of the
Trademark becomes known to Butterfly.



13. Representations and Warranties.
    ------------------------------



(a) Butterfly represents and warrants to 3DCityguide:



(i) that it is a British Columbia corporation,  duly organized, validly existing
and in good standing under the laws of said State;

(ii) that it has the full right, power and authority to enter into and perform
the obligations
contemplated in this Agreement;

(iii) that this Agreement  constitutes a legal,  valid and binding obligation of
Butterfly, enforceable in accordance with its conditions and terms; and



(iv) that neither Butterfly nor any of its  shareholders,  directors or officers
is subject to, or a party to, any agreement, obligation, claim, action, order or
judgment,  in effect,  pending or threatened,  which would  adversely  affect or
otherwise interfere with Butterfly's performance under this Agreement.  (v) that
the Butterfly Software  Technology will function as specified in accordance with
the specifications on Exhibits attached hereto.



(b) 3DCityguide represents and warrants to Butterfly:

(i) that it is a Washington corporation, duly organized, validly existing and
in good standing under
the laws of said State;

(ii) that it has the full right, power and authority to enter into and perform
the obligations
contemplated in this Agreement;

(iii) that this Agreement  constitutes a legal,  valid and binding obligation of
3DCityguide, enforceable in accordance with its conditions and terms;

(iv) that neither 3DCityguide nor any of its shareholders, directors or officers
is subject to, or a party to, any agreement, obligation, claim, action, order or
judgment,  in effect,  pending or threatened,  which would  adversely  affect or
otherwise interfere with 3DCityguide's performance under this Agreement; and



14. Indemnification.
    ---------------



(a) 3DCityguide  hereby  indemnifies  Butterfly and holds Butterfly harmless and
defends  Butterfly  from  and  against  any  and  all  claims,   suits,  losses,
liabilities,   causes  of  action,   damages  and  costs  (including  reasonable
attorneys'  fees),  or the settlement or avoidance  thereof,  arising out of any
breach  of  3DCityguide's  representations  and  warranties  or  breach  of this
Agreement.  For  purposes  of this  subparagraph,  "3DCityguide"  shall  include
3DCityguide's officers, directors, employees, agents, subsidiaries,  parents and
affiliates and partners.



(b) Butterfly hereby indemnifies  3DCityguide and holds 3DCityguide harmless and
defends  3DCityguide  from  and  against  any and  all  claims,  suits,  losses,
liabilities,   causes  of  action,   damages  and  costs  (including  reasonable
attorneys'  fees),  or the settlement or avoidance  thereof,  arising out of any
breach  of  Butterfly's   representations  and  warranties  or  breach  of  this
Agreement.  For  purposes  of  this  subparagraph,   "Butterfly"  shall  include
Butterfly's officers,  directors,  employees, agents, subsidiaries,  parents and
affiliates.

(c) The provisions of this Section shall survive the termination or expiration
of this Agreement



15. Non-Compete. Butterfly shall not develop, release, manufacture,  distribute,
license,  sell,  rent or lease to  third  parties  or end  users a  directly  or
indirectly  competing  product to any 3DCityguide  Build or Development  Project
during the Term of this Agreement  (hereinafter called the "Non-Compete Period")
without the written permission of 3DCityguide. For the purposes of this Section,
"indirectly  competing  product" shall mean any software  product which provides
visual animations of any city, state or other  geographical area or any software
product  whatsoever built for a competitor of 3DCityguide,  as determined by the
exercise of 3DCityguide's reasonable, good-faith judgment.



16. Butterfly Software Technology Ownership.
    ---------------------------------------



(a) Code  Ownership.  3DCityguide  has  developed  and owns, or has the licensed
rights to use, and has copyright and trademark rights thereto where  applicable,
all of the  proprietary  software in object code form and all  modifications  or
additions to such code (hereinafter  collectively  called "Proprietary Code") as
is  incorporated at any time in the Butterfly  Software  Technology as part of a
3DCityguide Build or development  project.  The Proprietary Code may be expanded
upon during the Term of this  Agreement  and shall  remain  under the  exclusive
ownership  and control of  3DCityguide.  Butterfly  acknowledges  that it has no
right,  title or interest in or unto the Proprietary  Code. By execution hereof,
Butterfly  acknowledges  and agrees that all property  rights to the Proprietary
Code shall  remain the  exclusive  property  of  3DCityguide,  and to the extent
possible under  applicable law,  Butterfly  hereby assigns to 3DCityguide all of
its right,  title and  interest,  if any, in and unto the  Proprietary  Code (to
secure  3DCityguide's  ownership  of the  Proprietary  Code which is  integrally
incorporated  therein) and further  Butterfly agrees to execute and deliver such
instruments  and take such other  action as may be  required  and  requested  by
3DCityguide to carry out the assignment contemplated herein.



17.  Disclaimer.  THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
LOSS OF PROFITS  OR OTHER  INCIVISUALLY  INTERACTIVE  OR  CONSEQUENTIAL  DAMAGES
ARISING  OUT OF OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY  PERFORMANCE  OR
NONPERFORMANCE HEREUNDER, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.



18. Master Delivery and Acceptance.
    ------------------------------



(a) Butterfly  will develop and provide to  3DCityguide  the Butterfly  Software
Technology (i.e.,  3DCityguide Build One - 3DCityguide Build Ten) in the form of
a Master developed in accordance with the  specifications  for same (hereinafter
called  "Specifications"),  which Specifications shall be mutually acceptable to
Butterfly  and  3DCityguide  but  developed in  3DCityguide's  absolute and sole
discretion  relative to the  appropriate  software  considerations  for same. In
accordance  with the  Specifications,  Butterfly  shall  provide  and deliver to
3DCityguide  the Master  for  3DCityguide  Build One  pursuant  to the  attached
exhibits.  Subsequent Masters for the additional  Butterfly Software  Technology
for 3DCityguide  (i.e.,  3DCityguide Build Two - 3DCityguide Build Ten) shall be
provided and delivered to 3DCityguide by Butterfly  throughout the Term . In the
event that 3DCityguide requests that Butterfly create further Butterfly Software
Technology  thereafter for 3DCityguide's use, 3DCityguide will gather all of the
necessary  Feature  information  and  material  and forward an order for same to
Butterfly  to  determine  whether  Butterfly  desires to develop and create same
including the  consideration  that  Butterfly  will receive for such  additional
development.  In the event that Butterfly  determines that it desires to develop
and create the additional  Butterfly Software  Technology for 3DCityguide,  then
Butterfly will develop same in accordance  with the  Specifications  relating to
the new development software and will provide to 3DCityguide a timetable for the
delivery of same.  Notwithstanding  anything  herein to the contrary,  Butterfly
shall have a period of  fifteen  (15) days  within  which to  determine  whether
Butterfly  will undertake and accept an assignment  from  3DCityguide to develop
and create additional  Butterfly Software  Technology for 3DCityguide  including
the consideration and determinations  relative to same. Butterfly shall agree to
use its best efforts to modify the  3DCityguide  Builds during the first year of
the Term to the  satisfaction  of 3DCityguide  and shall use its best efforts to
provide  3DCityguide  with at least as many additional  3DCityguide  Builds each
year  and  thereafter  throughout  the  course  of the Term as are  required  by
exhibits attached hereto together with any reasonable  modifications to the same
by  3DCityguide  which to not  materially  change the nature of the  3DCityguide
Build, in the sole reasonable discretion of Butterfly.  Butterfly also agrees to
upgrade the  3DCityguide  Builds whenever the Butterfly  Software  Technology is
upgraded at no additional cost to 3DCityguide, should 3DCityguide so desire.



(b) Butterfly  agrees to provide  3DCityguide  Build testing  subject to further
independent  examination and testing by third parties of 3DCityguide's choosing.
Butterfly shall advise  3DCityguide in writing that it has completed its testing
program and shall submit the respective  3DCityguide  Build to  3DCityguide  for
independent  testing if  3DCityguide  so  desires.  After the  delivery  of each
respective   3DCityguide  Build   (hereinafter   called  "Delivered   Product"),
3DCityguide  shall  evaluate  the  Delivered  Product and shall submit a written
acceptance  or  rejection  of same  within ten (10) days of its  submission  for
consideration. In the event that 3DCityguide does not issue a written acceptance
or rejection within the ten (10) day period described herein, then 3DCityguide's
silence  shall be consider  acceptance  for purposes of accepting  the Delivered
Product under this Agreement.



(c) In addition to the  3DCityguide  Build "Master" which Butterfly will deliver
to 3DCityguide,  Butterfly will retain an additional "Master" of each respective
3DCityguide Build at its offices.



24. Export Control. This Agreement is made subject to any applicable regulation,
restrictions  or orders on the  export  from the  United  States of  America  of
control  of  commodities,  technical  data  or of  information  concerning  such
technical data, which might be imposed from time to time by the United States of
America.  3DCityguide  will  not  export,  indirectly  or  directly,  any of the
3DCityguide  Builds or other  Butterfly  Software  Technology to any country for
which the United States of America or any agency thereof  requires  governmental
approval at the time of export  without  first  obtaining  an export  license or
requires the existence of an export license for same, and further subject to the
requirement that  3DCityguide  must be able to export the 3DCityguide  Builds to
said country in accordance with this Agreement's conditions and terms.



25. Shipment of Masters. Butterfly will ship the respective 3DCityguide Build
 "Masters" to 3DCityguide, or if
    -------------------
3DCityguide desires to its Replicator  designated through written instruction to
Butterfly,  and will  utilize  the  shipment  carrier and method  instructed  by
3DCityguide  in its order to arrange for the shipment of the  respective  Master
and will insure same during such  shipment.  Such  shipment  from  Butterfly  to
3DCityguide  shall be from  Butterfly's  place of  business  to  3DCityguide  or
3DCityguide's  Replicator and all shipping,  freight,  tax and insurance charges
therefore shall be 3DCityguide's responsibility.  Risk of loss of the respective
Master shall be 3DCityguide's  risk after Butterfly has delivered the respective
Master to the appropriate carrier for shipment.



26. Support.  Butterfly and  3DCityguide  agree that support for the 3DCityguide
Builds shall  utilize the Internet,  E-mail and  telephone  resources to provide
reasonable  support consistent with and the terms and conditions as described in
Exhibit E attached  hereto and  incorporated  herein by this reference and shall
include  at least two  visits  to the  3DCityguide  offices  of  3DCityguide  by
Butterfly  personnel per Term year of this  Agreement,  the reasonable  business
travel expenses of which shall be borne by 3DCityguide.



27.  Relationship.   Nothing  herein  contained  shall  be  construed  to  place
3DCityguide  and  Butterfly  in a  relationship  as  partners,  joint  ventures,
employer  and  employee,  or  principal  and agent,  respectively,  and  neither
3DCityguide  nor  Butterfly  shall have the power to bind or obligate  the other
party in any manner whatsoever.



28. Assignment. Neither Butterfly nor 3DCityguide shall sublicense,  transfer or
assign  any  rights  herein  granted,  except  (upon  prior  written  notice  to
3DCityguide)  to  Butterfly's   subsidiaries,   affiliates  or  parents,  or  to
3DCityguide's  subsidiaries,  affiliates or parents, without obtaining the other
respective party's prior written approval, which approval shall not unreasonably
be  withheld  or  delayed,  and,  if  granted,  shall  be  conditioned  upon the
sublicense's,  transferee's,  or assignee's agreement in writing to abide by the
same  obligations,  conditions and terms  applicable to the  respective  parties
hereto.



29. Notices.  All notices,  approvals and other  communications  provided for in
this Agreement shall be made in writing and delivered personally or by certified
or registered mail, return receipt requested, postage prepaid, to the parties at
their  addresses set forth below, or to such address as either party may specify
by like  written  notice to the other and shall be deemed  given when  received.
Failure to accept certified or registered mail shall be deemed a receipt thereof
within ten (10) days after the first  notice of  delivery  of the  certified  or
registered  mail.  Any entity may change  its  address as  designated  herein by
giving notice thereof.



If to 3DCityguide: 4620 S. Arville Street Suite A, Las Vegas, NV, USA 89103





If to Butterfly: #302 - 343 Railway Street, Vancouver, BC, Canada V6A 1A4



or such other  address  either party from time to time specify in writing to the
other.



30.  Confidentiality.  Butterfly and  3DCityguide  agree that the conditions and
terms of this Agreement  shall be deemed  confidential  information  between the
respective  parties.  Each respective  party  expressly  undertakes to retain in
confidence and to require its directors,  officers,  employees,  representatives
and  agents to retain in  confidence  all  information  between  the  respective
parties that the disclosing  party has identified as being  confidential  and/or
proprietary  or  which,  by the  nature  of the  circumstances  surrounding  the
disclosure,  should in good faith be treated as confidential and/or proprietary.
Without  limiting  the  foregoing,  all of the  conditions  and  terms  of  this
Agreement shall be considered confidential and shall not be disclosed (except to
either  respective  party's  prospective   acquisition  partners,   accountants,
attorneys,  advisors  and  consultants,  including  financial  institutions  and
sources and potential financing entities, together with such foregoing entities'
directors,  officers,  employees,  representatives and agents, on a need to know
basis and provided  that such parties are bound by the  conditions  and terms of
this  non-disclosure  section)  without the prior  written  consent of the other
respective party,  except that the respective parties may disclose  confidential
information as required by governmental entity or court of law with the power to
compel  such  disclosure  but only after  giving the other  respective  party an
opportunity  and due notice to defend  against the disclosure  requirement.  The
respective  parties  stipulate and agree that upon  expiration or termination of
this Agreement,  each respective party will return to the other respective party
all  specifications,  memorandums,  blue  prints,  drawings,  designs,  devices,
documents,   notes  and  any  other   material   containing  or  disclosing  any
confidential  and/or proprietary  information of the other respective party. The
respective  parties may mutually agree in writing that rather than returning all
said documentation, the possessing party of such documentation shall destroy the
confidential and/or proprietary information in its possession in accordance with
this  section.  Neither  respective  party will  retain  any such  documentation
relating  to  confidential  and/or  proprietary  information  without  the other
respective party's prior written approval thereof.

31. Mediation/Arbitration.  Any controversy,  claim, misunderstanding,  cause of
action,  matter in question,  breach or disagreement arising out of, or relating
to, this Agreement  (hereinafter called "Dispute") shall be decided by mediation
or arbitration as follows:

(a) Mediation:  The party seeking  resolution of a Dispute  (hereinafter  called
"Complaining   Party")  shall  provide  the  other  party  (hereinafter   called
"Responding  Party") with written  notice  describing the Dispute and requesting
mediation  (hereinafter  called "Mediation Notice") thereof including the naming
therein of its proposed mediator.  Within ten (10) calendar days of the delivery
date of  Mediation  Notice,  the  respective  parties  shall  appoint a mutually
acceptable  mediator  (hereinafter  called  "Mediator")  to resolve the Dispute.
Within a reasonable  period of time thereafter,  not to exceed ten (10) calendar
days after  appointing  the  Mediator,  the  respective  parties in  controversy
("Dispute")  shall submit their  respective cases to the Mediator who shall hear
the evidence and render a final decision  thereon within three (3) calendar days
after the close of the evidence. The respective parties agree that the mediation
of the Dispute shall take place in Bellingham, Washington or such other location
mutually  acceptable  to the  respective  parties,  and  shall  be  governed  by
Washington  law. Any decision or award rendered by the Mediator,  and acceptable
to the respective parties, shall be final and judgment thereon may be entered in
accordance with applicable law in any Court having jurisdiction  thereof. If the
Mediator shall demand  compensation  for its services  prior to mediation,  then
Complaining  Party and  Responding  Party shall pay said Mediator  expenses on a
fifty-fifty  (50-50)  basis  in  advance  of the  mediation.  The  substantially
prevailing  party in  mediation  shall be entitled to recover all  expenses  and
costs of mediation  including its  reasonable  attorney's  fees and any advanced
Mediator's expenses from the non-prevailing party.



(b)  Arbitration:  In the event the respective  parties do not select a mutually
acceptable  mediator  within ten (10)  calendar  days of Mediation  Notice,  the
Complaining  Party shall notify the Responding Party in writing of its demand to
arbitrate,  and shall designate in such notice  (hereinafter called "Arbitration
Notice")  the  name of its  arbitrator.  Within  ten (10)  calendar  days of the
delivery  date  of  Arbitration  Notice,   Responding  Party  shall  select  its
arbitrator. Within twenty (20) calendar days of the delivery date of Arbitration
Notice,  the two (2)  arbitrators so selected  shall appoint a third  arbitrator
(third  arbitrator  hereinafter  called "The  Arbitrator").  Within  thirty (30)
calendar days of the delivery date of Arbitration  Notice the respective parties
in controversy  ("Dispute")  shall submit their respective cases to the panel of
Arbitrators  who shall hear the  evidence  and render a final  decision  thereon
within three (3) calendar days after the close of the evidence.  The  respective
parties agree that the  arbitration  shall take place in Seattle,  Washington or
such other location mutually acceptable to the respective parties,  and shall be
governed  by  Washington  law  in  accordance  with  the  American   Arbitration
Association regulations and rules except as otherwise supplemented,  modified or
amended  herein.  The Arbitrator  shall be empowered to take such procedural and
discovery actions as the Arbitrator deems  appropriate,  to the same extent as a
court acting pursuant to the Federal Rules of Civil  Procedure.  Any decision or
award  rendered by the  Arbitrator  shall be final and  judgment  thereon may be
entered in  accordance  with  applicable  law in any court  having  jurisdiction
thereof. If the Arbitrator shall demand compensation for their services prior to
arbitration,  then  Complaining  Party  and  Responding  Party  shall  pay  said
Arbitrators'  expenses  on  a  fifty-fifty  (50-50)  basis  in  advance  of  the
arbitration. The substantially prevailing party in arbitration shall be entitled
to recover  all  expenses  and costs of  arbitration  including  its  reasonable
attorney's fees and any advanced  Arbitrators'  expenses from the non-prevailing
party.

(c) Equitable  Remedy.  Notwithstanding  this  Agreement's  conditions and terms
relating to mediation  and/or  arbitration of Disputes,  the respective  parties
acknowledge  and agree that breach of certain of the  covenants,  conditions and
terms of this Agreement,  such as a breach creating irreparable harm, would have
an inadequate remedy at law, and may not be adequately remedied by damages,  and
further consent and agree that temporary and/or  permanent  injunctive and other
relief  may be  sought  and  pursued  to  prevent  irreparable  harm  to  either
respective party for breach of this Agreement's covenants,  conditions and terms
without waiving the right to seek actual damages thereafter.

32. Miscellaneous.
    -------------

(a) Legal  Representation.  Each party to this Agreement has been represented by
counsel in the  negotiation of this Agreement and  accordingly,  no provision of
this Agreement shall be construed against a party due to the fact that it or its
counsel  drafted,  dictated or modified this  Agreement or any condition or term
thereof.

(b) Further Instruments. Each party hereto shall, from time to time, execute
and deliver such further
    -------------------
instruments as any other party or parties or its counsel may reasonably  request
to effectuate the intent of this Agreement.

(c)  Successors and Assigns.  This Agreement  shall be binding upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns,
if and when applicable.

(d) Survival of Representations and Warranties. The respective  representations,
warranties  and  agreements  of the  respective  parties to this  Agreement  and
contained in this Agreement shall survive and remain in effect.

(e)  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of Washington.  Wherever  possible,  each
provision,  condition and term of this  Agreement  shall be  interpreted in such
manner as to be effective and valid under  applicable law; but if any provision,
condition or term of this Agreement, or any documentation executed and delivered
hereto,  shall be prohibited by or invalid under such  applicable law, then such
provision,  condition  or  term  shall  be  ineffective  to the  extent  of such
prohibition or invalidity, without invalidating the remainder of such provision,
condition  or term or the  remaining  provisions,  conditions  and terms of this
Agreement or any documentation executed and delivered pursuant hereto.

(f) Section  Headings.  The section headings  inserted in this Agreement are for
convenience  only and are not intended to, and shall not be construed to, limit,
enlarge or affect the scope or intent of this Agreement,  nor the meaning of any
provision, condition or term hereof.

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

(h) Entire Agreement.  This Agreement  contains the entire Agreement between the
respective  parties  hereto  and  supersedes  any and all prior  agreements  and
understandings between the parties hereto relating to the subject matter hereof.
No statement or representation of the respective parties hereto, their agents or
employees,  made outside of this Agreement, and not contained herein, shall form
any  part  hereof  or  bind  any  party  hereto.  This  Agreement  shall  not be
supplemented,  amended or modified  except by written  instrument  signed by the
respective parties hereto.



(i) Attorneys'  Fees and Costs:  In any Dispute  arising out of or pertaining to
this Agreement,  the prevailing  party,  or  substantially  prevailing  party in
multiple  claims  as the  case  may be,  shall  be  entitled  to an award of its
attorneys' fees and costs after a finally  sustained  determination or decision,
whether incurred before, after or during mediation,  arbitration, trial, or upon
any appellate level.

(j) Time: Time is of the essence of this Agreement. When any time period
 specified herein falls upon a Saturday,
    ----
Sunday or legal holiday, the time period shall be extended to 5:00 P.M.
on the next ensuing business day.

(k).  Relationship.  Nothing  herein  contained  shall  be  construed  to  place
Butterfly and 3DCityguide in a relationship  as  co-Butterfly,  partners,  joint
ventures,  employer and  employee,  or principal  and agent,  respectively,  and
neither  3DCityguide  nor the Butterfly shall have the power to bind or obligate
the other party in any manner whatsoever.



(l). Notices. All notices,  approvals and other  communications  provided for in
this Agreement shall be made in writing and delivered personally or by certified
or registered mail, return receipt requested, postage prepaid, to the parties at
such address as either party may specify by like written notice to the other and
shall be deemed given when received.  Failure to accept  certified or registered
mail  shall be deemed a receipt  thereof  within  ten (10) days  after the first
notice of delivery of the  certified or registered  mail.  Any entity may change
its address as designated herein by giving notice thereof as provided herein.



(m).  Representations.  Butterfly represent,  covenant and warrant that they are
the sole owners and copyright  holders of their respective works, that they have
the proper  authority to enter into this  Agreement and to grant the License and
agree to indemnify 3DCityguide for any breach of this representation.

IN  WITNESS  WHEREOF,  the  undersigned  respective  parties  have  caused  this
Agreement to be executed in their names the day and year first above written.



On behalf of 3DCityguide.com, Inc.



3DCityguide.com, Inc.

a Washington corporation



By: /s/ Matthew Brooks



Title: Secretary and Director



On behalf of Butterfly Software, Inc.

Butterfly Software, Inc.

a British Columbia corporation



By: /s/ Anis Jessa



Title: President