EXHIBIT 10.36
CONTRIBUTION AGREEMENT
SPORTSPRIZE ENTERTAINMENT INC.
This Contribution Agreement (the "Agreement") is entered into as of April
7, 2000, by and among SportsPrize Entertainment Inc., a Nevada corporation
("Company"), and each of the shareholders of the Company set forth on Schedule A
attached hereto and incorporated by this reference (collectively, the "Pooling
Shareholders").
Recitals
A. The Pooling Shareholders have entered into an escrow agreement by and
among the Company, the Pooling Shareholders and Clark, Wilson,
Barristers and Solicitors (the "Escrow Agent") dated May 7, 1999 (the
"Pooling Agreement"), pursuant to which the Pooling Shareholders have
agreed to pool 2,530,150 shares of common stock of the Company (the
"Pooled Shares") and to make available to the Company to issue as
signing and compensation bonuses to certain key employees and service
providers;
B. The Pooled Shares were issued to the Pooling Shareholders as exchange
shares pursuant the Agreement and Plan of Share Exchange effective May
14, 1999;
C. Under the terms of the Agreement and Plan of Share Exchange, the
Company assumed a letter agreement dated May 6, 1999, by and between
SportsPrize Entertainment, Inc. (now SportsPrize Inc.) pursuant to
which the Company is obligated to issue 600,000 shares of its common
stock at $0.01 per share to Interactive Marketing Inc. (the "IMI
Shares") pursuant to Rule 506 promulgated under Regulation D;
D. The Board of Directors of the Company has determined that it is in the
best interest of the Company to enter into certain Service Agreements
(the "collectively, Service Agreements") by and between the Company
and the service providers set forth on Schedule B attached hereto
("Service Providers") pursuant to which the Company has agreed to
grant options exercisable to acquire up to 1,295,000 share of the
Company's shares of Common Stock (the "Option Shares") in
consideration for services;
E. The Pooling Shareholders have agreed to contribute 1,895,000 Pooled
Shares to the Company for the purpose of issuing the IMI Shares and
the Option Shares, and the Board of Directors of the Company has
determined that it is in the best interest of the Company to accept
1,895,000 Pooled Shares; and
F. Each of the Pooling Shareholders desires to contribute to the Company
the number of shares set forth on Schedule A as an additional
contribution to the Company and the Company desires to accept such
contributions under the terms and conditions set forth below.
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<PAGE>
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Contribution. Each of the Pooling Shareholders hereby agrees to
contribute to the Company, in the amounts set forth on Schedule A, One
Million Eight Hundred and Ninety-five Thousand (1,895,000) Pooled
Shares as an additional contribution.
2. The Company hereby agrees to accept the contribution by each of the
Pooling Shareholders, in the amounts set forth on Schedule A, of One
Million Eight Hundred and Ninety-five Thousand (1,895,000) Pooled
Shares as additional contributions.
3. Transfer of Shares. The Company, each of the Pooling Shareholders and
Sonora Capital hereby authorize Clark, Wilson, as Escrow Agent, to
deliver each of the Pooling Shareholders' respective stock
certificates to the Company and its transfer agent with such
signatures, acknowledgements, guarantees or other documentation as may
be required by the Company's stock transfer agent to effect their
contribution in the amounts set forth on Schedule A.
4. Acknowledgement of Escrow Instruction. The parties hereby acknowledge
that this Agreement, without more, shall constitute "Confirmation"
under section 3.2 of the Contribution Agreement.
5. Governing Law. This Agreement shall be construed and enforced in
accordance with the federal laws of the United States and the internal
laws of the State of California, without regard to the conflicts of
law rules of such state.
6. Construction. Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural
and vice versa.
7. Headings. The headings in this Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provisions
hereof.
8. Severability. If any provision of this Agreement or the application
thereof to any Person or circumstance shall be invalid, illegal or
unenforceable to any extent, the remainder of this Agreement and the
application thereof shall not be affected and shall be enforceable to
the fullest extent permitted by law.
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<PAGE>
9. Heirs, Successors and Assigns. Each of the covenants, terms,
provisions and agreements contained in this Agreement shall be binding
upon and inure to the benefit of the parties hereto and, to the extent
permitted by this Agreement, their respective heirs, legal
representatives, successors and assigns.
10. Creditors. None of the provisions of this Agreement shall be for the
benefit of or enforceable by any creditors of the Company.
11. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of
this Agreement via facsimile shall be effective as delivery of a
manually executed counterpart of this Agreement.
12. Legal and Tax Representation. Each of the Pooling Shareholders
acknowledges that either (i) he/she or it has been represented by
separate legal counsel and tax advice in the execution of this
Agreement or (ii) he has been advised to obtain representation by
separate legal counsel and a tax advisor in the execution of this
Agreement and declined to do so.
[intentionally left blank]
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<PAGE>
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
day first written above.
SPORTSPRIZE ENTERTAINMENT INC.
By: Bob MacKay
---------------------------------------
Its: Senior Vice President
POOLING SHAREHOLDERS
/s/ Jeffrey Paquin
-------------------------------------------
Jeffrey Paquin
/s/ Randy Daggitt
-------------------------------------------
Randy Daggitt
/s/ James Brown
-------------------------------------------
James Brown
/s/ Michael Slater
-------------------------------------------
Michael Slater
/s/ Anthony Vecchio
-------------------------------------------
Anthony Vecchio
Gang Consulting Inc.
By: Nancy Gray
---------------------------------------
Its: President
Sonora Capital
By: Clive Barwin
---------------------------------------
Its: Director
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<PAGE>
Schedule A
<TABLE>
Pooling Shareholder Number of Shares
Pooled Share Contribution Balance
---------------------------- ------------------- -------------------- ----------
<S> <C> <C> <C>
Jeffrey Paquin 433,740 379,000 54,740
Randy Daggitt 433,740 379,000 54,740
James Brown 433,740 379,000 54,740
Michael Slater 433,740 379,000 54,740
Anthony Vecchio 433,740 379,000 54,740
Gang Consulting Inc. 361,450 -- 361,450
------------------- -------------------- ----------
Total 2,530,150 1,895,000 635,150
</TABLE>
Schedule B
Service Provider Number of Option Shares
-------------------------------------- ---------------------------
David Kenin 1,000,000
Big Game James, Inc. f/s/o/ James 60,000
Worthy
Michael Buffer and the Buffer 75,000
Partnership
Boomer Esiason Foundation f/s/o Boomer 110,000
Esiason
2 on 1 Sports f/s/o Steve Hartman 50,000
Interactive Marketing Inc. 600,000
-------------------------------------- ---------------------------
Total 1,895,000
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