<PAGE>
EXHIBIT 10.9
DATE: September 12, 2000
PARTIES:
1 VICTOR CHANDLER INTERNATIONAL a Gibraltar Corporation with offices at
Chandler House, Leanse, 50 Town Range, Gibraltar ("Chandler").
2. ENTERPRISES SOLUTIONS INCORPORATED a Nevada corporation with offices at
140 Wood Road, Braintree, Massachusetts 02184 ("ESI").
INTRODUCTION:
A. Chandler is involved in bookmaking outside the United States of America.
B. Chandler wishes to develop its bookmaking businesses by providing it
services over the Internet to:
(1) Persons using personal computers, televisions and WAP mobile
telephones outside the United States.
(2) Persons using devices installed in places such as restaurants and
hotels outside the United States.
C. For Chandler to develop this business, new technology is required. Those
placing bets will need to hold cards for use in devices and the
transactions entered into will need to be secure.
D. ESI develops Internet security products and owns the rights to security
products and supporting computer hardware.
E. ESI believes it can develop the technology necessary for Chandler to
develop its business.
F. Chandler and ESI wish to record an Agreement as to:
(1) The manner in which ESI will develop technology.
(2) The ability of Chandler to purchase the benefit of that technology
for Chandler and its Associated Companies.
(3) Ownership and use of the technology that is produced.
(4) Confidentiality and protection of ESI's proprietary and trade
secret information.
<PAGE>
AGREEMENT in consideration of the mutual promises herein contained and other
valuable consideration, the parties hereto agree as follows:
1. DEFINITIONS
1. 1. In this Agreement:
"Affirmation" means an election by Chandler in accordance with this
Agreement to require ESI to continue to perform all of its obligations
arising under this Agreement and with the consequence that Chandler
will become obliged to make a payment to ESI in accordance with clause
8 of this Agreement.
"Associated Companies" means any company which is a subsidiary of the
group holding company of which Chandler is a member.
"Background Technology" means technology which ESI intends to use in
performance of this Agreement, which is owned or licensed to ESI with a
right to sublicense, and which is in existence in the form of writing
or working prototype prior to the effective date of this Agreement.
"Chandler's Specification" is the specifications appearing in Schedule
1 to this Agreement.
"ISP" means Internet Service Provider.
"OEM" means Original Equipment Manufacturer.
"POP Devices" means a device which (1) is about the size of a cigarette
packet, (2) can be used by the public for Internet betting or gaming
transactions, (3) is able to be connected to televisions, personal
computers and WAP mobile telephones, (4) is ISP dialler enabled and (5)
is used in conjunction with a Secure One-Way Payment System.
2
<PAGE>
"Public Access Gaming Devices" or "PAG" means a device which (1) is
about the size of a cigarette packet, (2) can be used by the public for
Internet betting or gaming transactions, (3) is able to be connected to
televisions, personal computers and WAP mobile telephones, (4) is ISP
dialler transactions enabled and (5) is used in conjunction with a
Secure Two-Way Payment System.
"Secure One-way Payment System" means a payment processing system
(allowing the holder of a Sports Card, credit card or debit card to
credit a Chandler account) for use in conjunction with high assurance
security technology.
"Secure Two-way Payment System" means a payment processing system
(allowing (1) the holder of a Sports Card, credit card or debit card to
credit a Chandler account and (2) Chandler to credit Sports Cards, and
the accounts of holders of credit cards and debit cards) for use in
conjunction with high assurance security technology.
"Security Boards" means installable PCI based computer cards which
enhance the basic security architecture of the standard PC platform
such that Internet gaming transactions are secure and that Secure
One-way Payment Systems and Secure Two-way Payment System operate
effectively.
"Sports Card" means a small personal payment card (PEP card) to be held
by members of the public for insertion into POP and PAG Devices for the
purposes of Internet betting or gaming transactions.
"Sports Card Readers" means a processing device installed in POP and
PAG Devices which reads data from Sports Cards, credit cards and debit
cards and writes data to Sports Cards.
"Sports Card Technology" means high assurance security technology
developed by ESI for Chandler and includes Sports Cards, POP Devices,
PAG Devices, Sports Card Readers, Security Boards, Secure One-way
Payment Systems and Secure Two-way Payment Systems and all software
necessary to enable the aforementioned to operate in a functionally
secure manner.
3
<PAGE>
"VPN" as used in this Agreement means Virtual Private Network.
"WAP" means Wireless Application Protocol.
2. TERM
2.1. This Agreement shall commence on the date of signing of this Agreement
and continue until each party has satisfied their respective obligations
under the Agreement or the Agreement is terminated.
3. MUTUAL OBLIGATIONS
3.1. Chandler and ESI shall co-operate in the development of Sports Card
Technology.
3.2. Each party agrees to use reasonable efforts to refrain from taking
action that injures the good reputation of the other party.
4. ESI'S OBLIGATIONS
4.1. ESI shall develop all of the Sports Card Technology required by Chandler
for use in Internet betting or gaming transactions conducted by Chandler
with the public.
4.2. ESI shall develop the Sports Card Technology to Chandler's
Specification.
4.3. Chandler's Specification may be amended at any time by Chandler so long
as Chandler and ESI first agree in writing how any costs resulting from
the amendment are to be borne and how such amendments will impact on the
deadlines contained in this Agreement.
4.4. In the event that Chandler is required to amend Chandler's Specification
by reason of the failure or inability of ESI to meet Chandler's
Specification as agreed, any costs resulting from the amendment are to
be borne by ESI and any delay will only be permitted if agreed in
writing by Chandler and ESI.
4.5. ESI shall develop the Sports Card Technology required by Chandler in
three stages as follows:
4.5.1. Stage 1
(a) The requirements below are to be completed by 150 days
from the date of execution of this Agreement, which time
is of the essence,
4
<PAGE>
(b) ESI shall develop a Secure One-way Payment System.
(c) ESI shall produce trial Sports Card Technology
(incorporating a Secure One-way Payment system) for use in
POP Devices distributed to users determined by Chandler.
(d) The trial Sports Card Technology will be supported by high
assurance security network appliances (including EGuard
Secure VPN Controllers) supplied by ESI to secure a Secure
One-way Payment System between POP Devices and Chandler's
processing facilities.
(e) ESI will also supply ESI produced remote console
administration utilities to be run on standard Windows NT
client platforms.
4.5.2. Stage 2
(a) The requirements below are to be completed by the ten (10)
months from the date of execution of this Agreement, which
time is of the essence.
(b) ESI shall develop a Secure Two-way Payment System.
(c) ESI shall refine the Sports Card Technology (incorporating
the Secure Two-way Payment System) to allow Chandler OEM
rights to distribute and sell Sports Card Technology for
use in PAG Devices for the purposes of allowing the public
to enter into Internet betting or gaming transactions with
Chandler.
(d) ESI shall develop technology for localised interfaces to
banking systems selected by Chandler through an Internet
Service Provider to allow for the proper operation of the
Secure Two-way Payment System.
(e) ESI shall develop interfaces with established banking
systems that are deployed through a secure ESI network in
conjunction with the facilities of an Internet Service
Provider.
4-5.3. Stage 3
5
<PAGE>
(a) The requirement below is to be completed by a time to be
agreed.
(b) ESI shall co-operate with Chandler as to the development
of new product lines for the mutual benefit of both
parties.
4.6. ESI represents that its Security Boards and Sports Card Technology to
be developed hereunder will meet or exceed the state-of-the-art
technology for Internet security products and incorporates the highest
degree of security reasonably feasible to protect against fraud and
third-party interception and interference with the payment transaction.
4.7. ESI agrees not to market, sell, licence, sub-licence, transfer or
assign, or develop any competing Sports Card Technology for use in the
Internet betting and/or gaming industry for the term of this Agreement
and, in the event of Affirmation at the end of Stage 1, until 30 June
2004 (irrespective of whether Chandler affirms or terminates at the end
of Stage 2). It is not intended that this paragraph restrict ESI from
creating, developing, acquiring, licensing, selling, or distributing
security technologies or secure payment systems based on any ESI
developed technologies supporting this agreement, for use in markets or
industries other than Internet betting and gaming.
5. CHANDLER'S OBLIGATIONS
5.1. Chandler may only distribute the Sports Card Technology to its
Associated Companies if the Associated Companies first execute
confidentiality agreements. Such agreements shall be on the same terms
as those appearing in clause 12 of this agreement.
5.2. Chandler shall co-operate with ESI in the development of the Sports
Card Technology in stages as follows:
5.2.l. Stage I
(a) The requirement below is to be completed by 150 days after
the execution of this Agreement, which time is of the
essence.
(b) Chandler shall produce and establish a distribution system
for POP Devices.
6
<PAGE>
5.2.2. Stage 2
(a) The requirements below are to be completed by the end of
June 2001 which time is of the essence.
(b) Chandler shall co-operate with ESI in establishing
localized interfaces to banking systems through an
Internet Service Provider to allow for the proper
operation of the Secure Two-way Payment System.
(c) Chandler shall control betting and gaming profiles through
ESI provided Authentication Servers from Chandler's
central processing facilities.
5.2.3. Stage 3
(a) The requirement below is to be completed by a time to be
agreed.
(b) Chandler shall co-operate with ESI as to the development
of new product lines for the mutual benefit of both
parties.
6. WARRANTIES
6.1. The parties warrant, each to the other, that they are able to meet all
of their obligations which are expressed in or implied by this
Agreement.
7. EARLY TERMINATION OR AFFIRMATION
7.1. Prior to the conclusion of Stage 1:
7.1.1. ESI shall bear the costs, risks and liabilities it incurs as a
result of its obligations and efforts under this Agreement.
7.1.2. Chandler shall have the right to terminate this Agreement
without liability.
7.2. At the conclusion of Stage 1 and Stage 2 Chandler will exercise, at ds
sole discretion, a right to:
7.2.1. Require ESI to continue to perform all of its obligations
arising under the Agreement ("Affirmation"); or
7.2.2. Terminate the Agreement.
7
<PAGE>
7.3. In the event of Affirmation at the conclusion of Stage 1, Chandler shall
be required to make payment to ESI in accordance with this Agreement.
7.4. In the event of Affirmation at the conclusion of Stage 2, Chandler shall
be required to make a further payment to ESI in accordance with this
Agreement.
7.5. Affirmation by Chandler shall in no way affect any rights to terminate
that Chandler may have or which may arise.
8. PAYMENT AND DELIVERY
8. 1. In the event of Affirmation at the conclusion of Stage 1,
Chandler shall become liable to:
8.1.1. Make payment to ESI for the Stage 1 Sports Card
Technology.
8.1.2. Purchase from ESI a minimum of 10,000 POP Devices.
8.2. In the event of Affirmation at the conclusion of Stage 2, Chandler shall
become liable to
8.2.1. Make payment to ESI for the Stage 2 Sports Card
Technology.
8.2.2. Purchase from ESI a minimum of 10,000 PAG Devices.
8.3. To satisfy its obligation under this clause to purchase POP and PAG
Devices, Chandler will order the minimum number of Devices on
Affirmation as follows:
8.3.1. 2,000 POP Devices at a time on 5 occasions at regular
intervals in the six (6) month period following the date
of Affirmation of Stage 1.
8.3.2. 2,000 POP Devices at a time on 5 occasions at regular
intervals in the two (2)year period following the date of
Affirmation of Stage 2.
8.4. The delivery period for orders placed with ESI will be 28 days from the
date of the order.
8.5. Chandler shall make payment to ESI within 14 days of delivery of
Devices to Chandler or its Associated Companies.
8
<PAGE>
8.6. All payments made by Chandler to ESI in accordance with this clause shall
be consideration for:
8.6.1. The passing of title in POP and PAG Devices delivered by
ESI to Chandler.
8.6.2. The acquisition of proprietary rights by Chandler in the
Sports Card Technology as provided for in clause 10 of
this Agreement.
(For the avoidance of doubt, payment for POP and PAG Devices shall also be
payment for Sports Card Technology.)
8.7. The unit cost of POP and PAG Devices will be a fair price agreed by the
parties before each Affirmation but in any event POP Devices will cost no
more than US$120 and PAG Devices no more than US $350.
9. CHANDLER'S DUTIES IF NO AFFIRMATION AT END OF STAGES 1 AND 2
9.1. If Chandler does not Affirm at the end of Stage 1, Chandler, and any of
its Associated Companies, shall immediately return any and all components
of the Sports Card Technology and any and all POP Devices containing the
Stage 1 Sports Card Technology to ESI. It Chandler does not Affirm at the
end of Stage 2 Chandler, and any of its Associated Companies, shall
immediately return any and all components of the Sports Card Technology
and any and all FIAG containing the Stage 2 Sports Card Technology to ESI
9.2 In the event that Chandler does not Affirm at the end of Stage 1, ESI
shall have the right to use and sell the Stage I Sports Card Technology
for its own purposes, regardless of any contrary restriction contained in
this Agreement. In the event that Chandler does not Affirm at the end of
Stage 2, ESI shall have the right to use and sell the Stage 2 Sports Card
Technology for its own purposes, regardless of any contrary restriction
contained in this Agreement.
10. CHANDLER'S RIGHTS AFTER AFFIRMATION
10.1. In the event of Affirmation at the end of Stage I:
10.1.1. All of the proprietary rights in the Stage I Sports
Card Technology developed by ESI (including
copyrights, trademarks, trade secrets and patents)
shall vest jointly in (1) Chandler and its Associated
Companies and
9
<PAGE>
(2)ESI. All proprietary rights in and title to any
other inventions, creations, or developments, or
modifications thereof, (including copyrights,
trademarks, trade secrets and patents), shall vest in
ESI, unless otherwise agreed in writing.
10.1.2. Chandler and its Associated Companies shall have the
exclusive right to use the Stage 1 Sports Card
Technology for the purposes of Internet betting and
gaming transactions until 30 June 2004 (irrespective
of whether Chandler affirms or terminates at the
conclusion of Stage 2).
10.1.3. Chandler and its Associated Companies shall have the
right to use the Stage 1 Sports Card Technology for
the purposes of Internet betting and gaming
transactions for as long as they have contracted for
its continued use after the expiry of the exclusive
period provided for above.
10.2. The acquisition of proprietary rights in the Stage I Sports Card
Technology by Chandler will confer all of the normal benefits of joint
ownership on Chandler and its Associated Companies. Those benefits will
include-
10.2.1. The right to cause joint production of POP Devices
and systems incorporating the Stage I Spods Card
Technology for parties other than Chandler.
10.2.2. OEM rights to distribute and sell Stage I Sports Card
Technology for the purposes of allowing the public to
enter into Internet betting and gaming transactions
with Chandler.
10 2.3. Jointly applicable patents, copyrights, trademarks,
trade secrets and other intellectual property.
10.3. In the event of Affirmation at the end of Stage 2:
10.3.1. All of the proprietary rights in the Stage 2 Sports
Card Technology developed by ESI (including
copyrights, trademarks, trade secrets and patents)
shall vest jointly in (1) Chandler and its Associated
Companies and (2) ESI. All proprietary rights in and
title to any other inventions, creations, or
developments, or modifications thereof, (including
copyrights, trademarks,
10
<PAGE>
trade secrets and patents), shall vest in ESI, unless
otherwise agreed in writing.
10.3.2. Chandler and its Associated Companies shall have the
exclusive fight to use the Stage 2 Sports Card
Technology for the purposes of Internet betting and
gaming transactions until 30 June 2004.
10.3.3. Chandler and its Associated Companies shall have the
right to use the Stage 2 Sports Card Technology for
the purposes of Internet betting and gaming
transactions for as long as they have contracted for
its continued use after the expiry of the exclusive
period provided for above.
10.4. The acquisition of proprietary rights in the Stage 2 Sports Card
Technology by Chandler will confer all of the normal benefits of joint
ownership on Chandler and its Associated Companies. Those benefits will
include:
10.4.1. The right to cause joint production of PAG Devices
and systems incorporating the Stage 2 Sports Card
Technology for parties other than Chandler.
10.4.2. OEM rights to distribute and sell Stage 2 Sports Card
Technology for the purposes of allowing the public to
enter into Internet betting and gaming transactions
with Chandler.
10.4.3. Jointly applicable patents, copyrights, trademarks,
trade secrets and other intellectual property.
10.5. Where profits (with the exception of those earned by ESI in supplying
POP and PAG Devices to Chandler) are generated from proprietary rights
held jointly by Chandler and ESI, Chandler and ESI shall share equally
in those profits.
10.6. The parties acknowledge that any Background Technology used by either
party in the development of the Sports Card Technology is the sole and
exclusive property of the originating party, including all applicable
rights to patents, copyrights, trademarks, trade secrets, and all other
intellectual property rights of whatever nature inherent therein and
appurtenant thereto. The parties agree that the originating party
retains the exclusive ownership of its Background Technology, and any
copies thereof.
11
<PAGE>
11. TERMINATION
11.1. Chandler may terminate this Agreement with immediate effect in reliance
on clause 7.1 or 7.2 upon giving written notice to ESI.
11.2. Either party may terminate this Agreement by giving 30 days written
notice to the other in the event of the other committing a material
breach of any provision of this Agreement. Such termination will take
effect unless the party in breach remedies the breach within the notice
period.
11.3. Either party may terminate this Agreement with immediate effect upon
giving written notice to the other in the event of the other party
becoming bankrupt, being liquidated (whether a compulsory or voluntary
liquidation), being placed into receivership or entering into any
compromise with creditors.
11.4. Termination or expiration of this Agreement for whatever reason shall
not affect the accrued rights of the parties arising in any way out of
this Agreement as at the date of termination.
11.5 Upon termination of this Agreement, both parties shall immediately
return to the other all proprietary information they hold and which
belongs to the other, with the exception of POP and PAG Devices paid
for by Chandler.
12
<PAGE>
12. CONFIDENTIALITY
12.1. The parties anticipate that under this Agreement it may be necessary
for either party to transfer to the other information of a proprietary
nature. With respect to such information, the parties agree as follows:
12.1.1. "Proprietary Information" means any information disclosed
by either party to the other party as a consequence of or
through the exchange of information between the parties,
which information shall include but shall not be limited
to technical information, marketing plans, and marketing
information, business plans, business records, computer
communication systems, protocols, financial information,
business formulas, compilations of information and
records, including information relating to research,
development, inventions, and types and names of potential
customers, software (executable or otherwise), flow
charts, scripts, encryptions, transfer mechanisms, or
other rights and data, or any Trade Secret of any sort,
which has not been published to the general public or made
previously available to others without restriction, nor
normally furnished to others without compensation, and
which the disclosing party desires to protect against
unrestricted disclosure or competitive use.
12.1.2. "Trade Secret" means any formulas, patters, devices or
compilations of information which is used in one's
business, and which gives it an opportunity to take
advantage over competitors who do not know or use it, from
which the party derives independent economic value, actual
or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure
or use; and are the subject of efforts that are reasonable
under the circumstances to maintain secrecy.
12.1.3. Either party may disclose Proprietary Information to the
other party, verbally or in writing. When disclosed in
writing, the Proprietary Information shall be labelled
with an appropriate legend. When disclosed verbally, the
Proprietary Information shall be designated as
"Proprietary" at the time of such disclosure.
13
<PAGE>
12.1.4. Each party recognises that the Proprietary information of
the other party is comprised of formulas, patters,
programs, methods, techniques, processes, devices, and
compilations of information which the other party uses in
its business to give it an advantage over its competitors,
who do not know or use the respective Proprietary
Information. The parties shall take special care to
preserve the secrecy and confidentiality of the other
party's Proprietary Information and all other rights, data
or information disclosed or discussed pursuant to this
Agreement. Each party shall take all steps to insure that
no unauthorised copies of the Proprietary Information of
the other party, or any of its components, are produced
12.1.5. The parties will take all steps necessary to protect the
confidentiality of the Proprietary Information and will
indemnity the other party for any loss or damage suffered
by that party and caused by one party's failure to
diligently protect the other party's rights, The parties
shall notify each other immediately of any suspected
breach by a person whether in a party's employ or not, in
the security of the said Proprietary Information and
agrees to immediately inform the other party in writing of
any unauthorised use or interference with the Proprietary
information.
12.1.6 During the period of this Agreement, and for a period of
three (3) years after the termination of this Agreement,
neither party will disclose to any person or use to its
own benefit or the benefit of any business with which it
works, or in which it has an interest, any Proprietary
Information of the other party without the prior written
consent of the other party After providing notice to the
other party, a party may release the other's Proprietary
Information to a third party for the purpose of promoting
sales of the Parties' products provided that prior to
disclosing such information the disclosing party shall
obtain the written agreement of the third party to abide
by the terms in this agreement. The party releasing
Proprietary Information pursuant to this provision shall
forward a copy of the third party agreement to the other
party
12.1.7. Upon termination of this Agreement, unless otherwise
agreed in writing, each party shall promptly deliver to
the other party any and all Proprietary Information of the
other party, and all copies thereof which may have been
14
<PAGE>
made, accessed, or received or possessed during the period
of discussions or the business relationship between the
parties, except as permitted by express written agreement
between the parties.
12.1.8. It is specifically agreed that the obligations of the
parties to keep all information concerning the Proprietary
Information confidential and to prevent unauthorised use
of the Proprietary Information, its components or any
material related thereto shall survive the termination of
this Agreement.
12.1.9. Notwithstanding any limitation to the contrary in this
Agreement, in the event of a breach of this provision, the
non-breaching party reserves all remedies it may have at
law and equity against the breaching party, and reserved
any right to pursue injunctive relief and monetary
damages, whether actual, indirect, incidental, special,
punitive or consequential, including lost profits, and
will have the right to pursue recovery of all expenses
paid to enforce its rights hereunder, including attorney's
fees.
13. ASSIGNMENT
13.1. Neither ESI or Chandler and its Associated Companies are entitled to
assign, sublicence, sub-contract, transfer or otherwise deal with any
of its rights or obligations under this Agreement without the prior
written consent of the other.
14. NOTICES
14.1. Any notice to be given under or pursuant to this Agreement shall be
given in writing and shall be sufficiently given if delivered by hand
or sent by prepaid recorded delivery letter or fax to the party at the
address set out in this Agreement.
14.2. If notice is delivered by hand, it shall be deemed to have been
received on the date of delivery. If notice is sent by post, it shall
be deemed to have been received on the third day following posting. If
notice is sent by fax, it shall be deemed to be received when
transmitted.
15. NO CONVEYANCE OR LICENSE
15.1. Nothing in this Agreement shall be construed to convey to either party
any right, title, or interest, patent, copyright, trademark, or other
intellectual property right of
15
<PAGE>
the other party in any Proprietary Information, or any license to use,
sell, exploit, copy or further develop any such Proprietary
Information.
16. SOLICITATION OF EMPLOYEES
16.1. During the term of this Agreement and continuing for one (1) year
thereafter, neither party will hire, contract. or solicit the
employment of any current or previous employee of the other who has
been involved with this Agreement or performance hereunder, either
indirectly or directly, without the prior written authorization of the
other party.
17. LIMITATION OF LIABILITY
17.1. In no event shall either party be liable for any loss of profit or any
other commercial damage, including but not limited to special,
incidental, consequential. or other indirect damages under any cause of
action arising out of or relating to this agreement.
18. GENERAL
18.1. Waiver. No delay in exercising, no course of dealing with respect to,
or no partial exercise of any right or remedy hereunder shall
constitute a waiver of any other right or remedy, or future exercise
thereof.
18.2. Independent Contractors. Each party is an independent contractor and
not an agent or partner, of, nor a joint venturer with the other party
for any purpose, and neither party shall by virtue of this Agreement
have any right, power or authority to act or create any obligation
expressed or implied on behalf of the other party,
18.3. Severability. If any term or provision of this Agreement should be
declared invalid by a court of competent jurisdiction, (i) the
remaining terms and provisions of this Agreement shall be unimpaired,
and (ii) the invalid term or provision shall be replaced by such valid
term or provision as comes closest to the intention underlying the
invalid term or provision.
18.4. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties with respect to the subject matter hereof and
supersedes in all respects all prior proposals, negotiations,
conversations, discussions and agreements between the parties concerned
the subject matter hereof.
16
<PAGE>
18.5 Amendments. No amendment, modification, termination or waiver of any
provision of this Agreement nor any addition of any provision to this
Agreement, nor consent to any departure therefrom, shall in any event
be effective unless the same shall be in writing and signed by both
parties, and any such provision, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which
given.
18.6. Governing Law and Choice of Forum. In all respects this Agreement shall
be governed and construed pursuant to English law. The parties
irrevocably agree to submit to the exclusive jurisdiction of the
English courts in respect of any matter or dispute which may arise out
of or in connection with this Agreement.
IN WITNESS WHEREOF, the parties hereto, through their duly authorised officers,
have executed this Agreement on this 12th day of September, 2000.
SIGNED by
and on behalf of VICTOR
CHANDLER INTERNATIONAL Victor Chandler
in the presence of: --------------- R.F.Halsall
Director
SIGNED by
and on behalf of ENTERPRISES
SOLUTIONS INCORPORATED John A. Solomon
in the presence of: --------------- A.T. Saker
Director
17
<PAGE>
SCHEDULE I - CHANDLER'S SPECIFICATION
Chandler requires performance under the Agreement by ESI such that:
1. Chandler can distribute POP and PAG Devices to the public.
2. The cost to Chandler of POP Devices will not exceed US$120.
3. The cost to Chandler of PAG Devices will not exceed US$350.
4. The Sports Card Readers contained in POP and PAG devices will accept Sports
Cards, and debit and credit cards issued by banks and financial
institutions.
5. The Sports Card Technology will allow the public to use POP and PAG devices
in conjunction with sports cards, debit cards and credit cards such that:
5.1. By the end of Stage 1, accounts held by the public with Chandler can be
credited.
5.2. By the end of Stage 2, accounts which relate to debit and credit cards used
by the public can be debited and credited.
6. The Sports Card Technology will:
6.1. Exceed the current state of the art.
6.2 At all times incorporate the highest degree of security reasonably
feasible.
6.3. Only be compatible with websites operated by Chandler. In particular, POP
and PAG Devices will not be able to be used in conjunction with other
services provided on the internet.
6.4. Be of a standard that will allow Chandler to insure completely against
fraud with one of the world's major international insurers for a reasonable
premium.
18
