LICENSE RENEWAL AGREEMENT
BETWEEN:
PARA MAS INTERNET INC.
a body corporate with an office in
the City of Surrey, Province of British Columbia
(hereinafter referred to as APMII@)
OF THE FIRST PART
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DESTINATION T.B.G. DEVELOPMENT & MARKETING CORP.
a body corporate with an office in
the City of Surrey, Province of British Columbia
(hereinafter referred to as the ALicensor@)
OF THE SECOND PART
WHEREAS by license agreement dated the 11th day of April, 1997
(the ALicense Agreement@), the Licensor granted International Bible
Games Inc. (AIBG@) an exclusive worldwide license to manufacture,
use, distribute, market and sell a board game known as ADestination
Thee Bible Game@ (the AMaster Game@) and derivative or related
products which may be developed by the Licensor relating to the
Master Game; and whereas a true copy of the License Agreement is
attached as Schedule AA@ to this Agreement;
AND WHEREAS among other terms, the License Agreement provides:
(a) for an initial term of the Agreement of five years ending
the 10th day of April, 2002;
(b) that in order to maintain the License Agreement in good
standing, the Licensee under such Agreement will have to
meet certain performance criteria; and
(c) that the Licensee will pay certain royalties to the
Licensor as calculated in accordance with the License
Agreement.
AND WHEREAS by Acquisition Agreement dated November 1, 2000,
PMII agreed to purchase and acquire all of the business assets of
IBG and by Acquisition Agreement dated November 1, 2000, PMII
agreed to purchase and acquire all of the business assets of the
Licensor such that PMII has assumed all obligations as Licensee
under the terms of the License Agreement;
AND WHEREAS the parties hereto wish to confirm and acknowledge
their respective rights under the License Agreement and enter into
an early Renewal Agreement to extend the term of the License
Agreement;
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NOW THEREFORE in consideration of the mutual covenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:
1. Assignment/Novation
The parties to this Agreement mutually acknowledge and agree
that PMII has purchased and acquired all ownership and
distribution rights relating to the Master Game and has
assumed all obligations of IBG under the License Agreement,
such that as at November 1, 2000 PMII was novated into and was
granted all benefits provided to and assumed all obligations
as Licensee under the terms of the License Agreement.
2. Renewal of Term
Subject to those amendments mutually agreed upon by the
parties as set out in Article 3 hereof, PMII and the Licensor
mutually acknowledge and agree that effective as at September
1, 2001 (the AEffective Date@) the term of the License
Agreement shall be extended and renewed for a five (5) year
term commencing on the Effective Date and expiring on the 31st
day of August, 2006.
3. Amendments
PMII and the Licensor agreed that as at the Effective Date,
the terms of the License Agreement shall be amended as
follows:
(a) Article 3(a) shall be amended to read:
AThe rights granted to the Licensee pursuant to this
Agreement shall continue for a term of five (5) years
commencing from the 1st day of September, 2001 and ending
on the 31st day of August, 2006, unless this Agreement is
earlier terminated by either of the parties as provided
for herein.@
(b) Article 4(a) shall be amended to read:
ATo maintain this License in good standing, the Licensee
agrees as follows:
(i) to manufacture and sell not less than Three Hundred
Thousand (300,000) Master Games during the first
year of the term of this Agreement (September 1,
2001 to August 31, 2002); and
(ii) in each successive year, the Licensee agrees
to manufacture and sell not less than Five Hundred
Thousand (500,000) of the Master Games.
(c) Article 5(a) shall be amended to read:
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AThe Licensee shall pay the Licensor the following
Royalties during each year of the term of this Agreement:
(i) 0 - 200,000 Games: The Licensee shall pay to the
Licensor Two ($2.00) Dollars USD per game for the
first 200,000 games manufactured and sold during
each year of the term of this License Agreement.
(ii) Over 200,000 Games: The Licensee shall pay the
Licensor Fifteen (15%) percent of the Manufactured
Cost (which shall not be less than One ($1.00)
Dollar USD) for each game manufactured and sold
beyond the initial 200,000 games during each year
of the License Agreement.
(iii) Other Products:
! The Licensee shall pay to the Licensor Fifteen
(15%) percent of the wholesale cost of any
derivative or any other product including any
electronic version manufactured during each
year of the term of this License Agreement.
(iv) Computer Related Products:
! The Licensee shall pay to the Licensor Fifteen
(15%) percent of the wholesale costs per unit
of any ACD-ROM@ sales or other similar
technology and Ten (10%) percent of the gross
proceeds from the sale of any electronic or
computer related products during each year of
the term of this License Agreement.
(d) Article 8(a)(ii) shall be amended to read:
Athe Licensee is a corporation duly incorporated and
subsisting under the laws of the State of Nevada@.
(e) Article 21(a) is amended to change the address for
notices to the Licensee as follows:
APara Mas Internet Inc.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx, 00000"
4. Ratification of License Agreement
The parties hereto mutually acknowledge and agree that except
as amended hereby, all other terms, conditions and provisos of
the License Agreement shall remain in force and effect and
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that from and after the Effective Date, the License Agreement,
as amended hereby, is and shall be considered a legal and
binding Agreement enforceable by and again each of the parties
hereto as their respective rights under such License Agreement
as amended.
5. Counterpart
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This
Agreement may be executed by any party by delivery of a
facsimile signature, which signature shall have the same force
and effect as an original signature. Any party which delivers
a facsimile signature shall promptly thereafter deliver an
originally executed signature to the other party(ies);
provided, that the failure to deliver an original signature
page shall not affect the validity of any signature delivered
by facsimile.
IN WITNESS WHEREOF this Agreement has been executed by the
proper and authorized officers of each of the corporations on this
31 day of August, 2001.
PARA MAS INTERNET INC.
Per: /s/ Xxxxxx Xxxx
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Per: /s/ Xxx XxXxxxxx
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DESTINATION T.B.G. DEVELOPMENT
& MARKETING CORP.
Per: /s/ Xxxxxx XxXxxxxx
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Per: /s/ Xxxx Xxxxx
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