Sample Business Contracts

Services Agreement - Inc. and Ashley V. Redmond

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                               SERVICES AGREEMENT

THIS AGREEMENT is dated for reference the 10 day of April, 2003.


          POKER.COM  INC.,  having  an office at 630 - 1188 West Georgia Street,
          Vancouver,  British  Columbia  V6E  4A2.

          (the  "Company")


          MR.  ASHLEY  V.  REDMOND,

          (the  "Service  Provider")

WHEREAS  the  Company and the Service Provider wish to enter into this Agreement
regarding  the  provision  of  the  Service  Provider's services to the Company,

THIS  AGREEMENT  WITNESSES  that  in  consideration  of the mutual covenants and
agreements hereinafter contained, the parties agree as follows:

1.      SERVICES

1.1     The  Company  hereby  retains  the  Service  Provider upon the terms and
conditions  of  this  Agreement,  and  the  Service Provider hereby accepts such
retainer  on  such  terms  and  conditions.

1.2     The  Service  Provider  shall  provide  the  Company  with expertise and
assistance  in  the areas generally described in Schedule "A" to this Agreement.

1.3     The  Service  Provider  shall  take  direction  from  and  report to the
Company's  president  or  to  such  other  person as the Company's president may
direct.  The  Service Provider shall devote sufficient time and attention to the
Company's  business as may be required to properly perform his duties hereunder.

1.4     In  providing his services to the Company, the Service Provider shall be
subject  to  the  Company's control and direction over the detail and methods of

1.5     The  Service  Provider  covenants  that  he shall not do, or fail to do,
anything  which  could  be  reasonably  expected to damage the reputation of the
Company,  its  affiliates  or  any  of  its  directors,  officers,  employees,
contractors  or  consultants.

2.      TERM

2.1     The term of this Agreement shall be as stated in Schedule "A".



3.1     The  Service  Provider's  remuneration  will be as specified in Schedule
"A".  If  the  Service Provider is an employee, all payments by the Company will
be  subject  to the Company's remittance of all statutory deductions required by
law  to  be  made  by  the  Company.  If  the  Service  Provider  is a dependant
contractor  or  consultant, the Service Provider shall be solely responsible for
making  all  payments to the applicable governmental authorities required by law
to  be  made.

3.2     The  Company  shall  reimburse  the  Service Provider for all reasonable
expenses  incurred by him in furtherance of the Company's business.  The Service
Provider  shall, to the greatest extent possible, submit statements and receipts
for  all  expenses  claimed.  The Service Provider acknowledges that the Company
will  only  reimburse those expenses that the Company considers reasonable or to
which  the  Company  has  granted  prior  authorization.


4.1     The  Service  Provider  shall  keep  all  Confidential  Information  in
confidence  and  not  use  or  allow  others to use any Confidential Information
except  for  Company's  benefit and, if the Service Provider is a corporation or
other entity, the Service Provider shall use its best efforts to ensure that all
of  its  employees,  agents  directors  and  officers  who  become  privy to the
Confidential  Information  are  bound  by  the  terms  of this section.  In this
Agreement,  "Confidential  Information" means all data, processes, formulations,
analysis,  methodologies and other information which is designated by Company as
confidential,  whether  orally  or  in  writing,  except  for  any  part  of the
Confidential  Information  which:

      (a)   is  or  becomes  publicly  available  other  than  as  a result of a
            disclosure  by  Company;

      (b)   is or becomes available to the Service Provider from a source (other
            than  Company  or  its  representatives)  which,  to the best of the
            Service  Provider's  knowledge  after due inquiry, is not prohibited
            from disclosing such information to the Service Provider by a legal,
            contractual  or  fiduciary  obligation;  or

      (c)   the  Service  Provider  demonstrates  was  properly  in  the Service
            Provider's  possession  or control at the time of disclosure of that
            Confidential  Information  to  it  by  the  Company  or  its

4.2     The  Service  Provider  agrees  that  he  shall  not use or bring to the
Company  any  technical  information,  data, trade secrets, processes, formulae,
products,  inventions or other intellectual property which is proprietary to any
person  for  whom  the  Service  Provider  has  provided  services.


4.3     The  Service  Provider  agrees  that  he  shall  not,  before  or  after
termination  or  expiry  of  this  Agreement,  remove  any  reports information,
property,  or  any other material belonging to the Company, or any reproductions
thereof,  without  the  prior  written  permission  of  the Company's president.


5.1     During  the term and any renewal of this Agreement and for a period of 1
years  thereafter,  the  Service  Provider agrees that he shall not, directly or
indirectly,  hold  a financial interest in, or engage in any business activities
or  serve  in  any  capacity in, any company or other entity which is engaged in
business  activities  that are closely related to those of the Company or any of
its  subsidiaries.


6.1     This  Agreement  may  be  immediately terminated by the Company, without
advance  notice  or  payment  at  any  time.

6.2     The  Service  Provider may terminate this Agreement upon 90 days' notice
to  the  Company.


7.1     The Service Provider shall not be deemed to be, or represent himself as,
an  agent  of  the  Company.


8.1     The  Service  Provider  shall comply with all applicable statutes, rules
and  regulations  and the lawful requirements and directions of any governmental
authority  having  jurisdiction  with  respect to the provision of his services.



9.1     The  provisions  of  the  schedules  attached  to this Agreement form an
integral  part  of  this  Agreement.

9.2     Any notice or other communication given under this Agreement shall be in
writing  and  shall  be  deemed  to have been given if personally delivered to a
party  at  its address appearing on the first page of this Agreement (or to such
other  address as one party provides to the other in a notice given according to
this  subsection).  All notices and other communications shall be deemed to have
been  given  and  received  on  the first business day following its delivery as

9.3     The  provisions  of sections 4 and 5 of this Agreement shall survive the
expiry  or  earlier  termination  of  this  Agreement.

9.4     If  any  provision  of  this  Agreement  is  determined  to  be  void or
unenforceable,  in  whole or in part, by a court of competent jurisdiction, such
determination  shall  not affect or impair the validity or enforceability of any
other  provision  of  this Agreement which shall be valid and enforceable to the
fullest  extent  permitted  by  law.

9.5     This  Agreement  may  not  be assigned by either party without the prior
written  consent of the other.  This Agreement shall enure to the benefit of and
be  binding  upon  the  parties  and  their  respective successors and permitted

9.6     The  laws  of British Columbia and the laws of Canada applicable therein
shall  exclusively  govern  this  Agreement.

9.7     This  Agreement  represents the entire agreement between the parties and
their  respective  principals  and  supersedes  all  prior  agreements  and
understandings,  whether  written  or  oral,  between the parties concerning the
Service Provider's provision of services to the Company.  This Agreement may not
be  amended  or  otherwise modified except by an instrument in writing signed by
both  parties.

9.8     This  Agreement  may be executed in counterparts, each of which shall be
deemed to be an original and both of which shall constitute one agreement.  This
Agreement  may  be  delivered  by  fax.


IN  WITNESS  WHEREOF  the parties have executed this Agreement as of the day and
year first above written notwithstanding its actual date of execution.

by its authorized signatory


in the presence of:                       )
---------------------------               )  --------------------------------
Signature  of  Witness                    )
--------------------------                )
Print  Name                               )

                                   SCHEDULE A

                               DETAILS OF RETAINER

The Service Provider shall provide the Company with his expertise and
assistance, on a part time basis, in the following general areas:

Business Development Consulting in relation to potential business opportunities
and acquisition targets.

Introduction to potential strategic partners seeking an entree into legal online
gaming with a focus on the UK and Europe / Carribbean.

1.    The Service Provider will provide his services as :

             an employee          a dependent contractor      x    a consultant
      -------              -------                         -------

2.    The  term  of  this  Agreement will commence on April 10, 2003 (the "Start
      Date")  and,  subject  to  the  termination  provisions of this Agreement,
      terminate  on  10th  Day  of  April  2004. In consideration of the Service
      Provider's  services  under  this  Agreement,  the  Company  shall pay the
      Service Provider a one time fee of 500,000 common shares of Inc.
      (OTCBB:  PKER)  issued  in  accordance with Rule S-8 of the Securities and
      Exchange  Commission.