EXHIBIT 10.3
SPORTSPRIZE ENTERTAINMENT INC.
Amendment and Notice Of Conversion
9% Convertible Debenture
This Amendment and Notice of Conversion effective June 30, 2000 ("Notice"),
amends the Debenture issued pursuant to that Debenture and Warrant Purchase
Agreement between SportsPrize Entertainment Inc., a Nevada corporation (the
"Company"), and Cutter Services Corp., ("Cutter"), and Strathburn Investments
Inc. ("Strathburn") dated May 30, 2000 (collectively, the "Agreements") into
shares of common stock (the "Shares") of the Company.
RECITALS
WHEREAS, Cutter, Strathburn and the Company have determined that it is in
the best interests of the Company to amend Section 4.1 of the Debenture to
accelerate the vesting period of the Debenture in order to allow Cutter to
convert the Debenture in its entirety effective on the date of this Notice;
WHEREAS, Cutter, Strathburn and the Company have determined that it is in
the best interests of the Company to amend the definition of "Conversion
Price" under Section 1 (vii) of the Debenture to adjust the Conversion
Price of the Debenture to one dollar (US$1.00) per share to remove the
dilutive effect upon conversion of the Debenture; and
WHEREAS, Cutter and Strathburn each desire to convert its Debenture and the
Company desires to issue Shares upon such conversion;
In consideration of the mutual agreements hereinafter set forth, the
parties hereto agree to amend the Agreement as follows:
1. Strathburn hereby irrevocably elects, as of June 30, 2000 to convert
the sum of US$200,000, plus accrued interest in the amount of
US$1,500, of the Debentures at the Conversion Price of one dollar
(US$1.00) per share into 201,500 Shares.
2. The Company shall issue 201,500 Shares pursuant to this conversion.
3. Strathburn hereby represents that it is not a U.S. Person as defined
in Regulation S promulgated under the Securities Act of 1933, as
amended, and is not converting the Debentures on behalf of any U.S.
Person, and is not within the United States at the time of execution
and delivery of this Notice of Conversion.
4. The share certificates shall bear a restrictive legend in
substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT
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TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM
REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (i)
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR
(ii) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS. HEDGING TRANSACTIONS RELATED TO THESE SECURITIES
ARE PROHIBITED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES
ACT.
IN WITNESS WHEREOF, the parties have caused this Amendment and Notice to be
signed as of this 30th day of June, 2000.
SPORTSPRIZE ENTERTAINMENT INC.
By:
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Name:
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Title:
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Address: 13101 Washington Blvd., Suite 131
Los Angeles, California 90066
Facsimile: (310) 566-7150
STRATHBURN INVESTMENTS INC.
By:
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Name:
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Title:
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Address: Strathburn Investments Inc.
Suite 95, East Bay Shopping Center
P.O. Box N-1836
Nassau, Bahamas
