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EXHIBIT 10.3
ENGAGEMENT OF SERVICES
May 1,2000
Enterprise CyberSystems Inc.
Park City, Utah
Attention: Kim Gourley
Dear Sirs:
Re: Terms of Engagement
This letter confirms our understanding of the terms of your engagement by us.
1. MegaChain.com Ltd. (the "Company") is the owner and holder of certain
technology and proprietary intellectual property, including, without
limitation, copyrights, patents, trademarks, trade secrets, business
plans and know how relating to a Products and services which combine
as a system which gives exposure to internet web-sites and
advertisements through an automated multi-level system of marketing
whereby an agent will receive financial incentives to register as
agent and email the client's Webpage to friends and acquaintances (the
"System").
2. The System was developed to enable the Company to carry on business as
a service bureau for vendors who desire to promote their business
through agents utilizing the System through the Company's servers. The
vendor's agents would be tracked and serviced by the Company.
3. The Company has modified its objectives and requires that the System
be capable of being used and operated by licensees independent of the
Company yet on the Company's servers. To this end, the software
component of the System (the "software") requires modifications to
enable the Company to run multiple databases on the same servers.
4. We wish to retain your services to assess the following aspects of the
software:
Platform
Methodology
Interactive Development Environment (IDE)
Database Architecture
Technical Architecture
Quality Management
Functionality
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5. In addition to the above we would like you to:
(a) address the question of cost and time frame for recreating the
software; and
(b) estimate the approximate costs to create the next stage of
features referred to in paragraph 3 above.
6. The estimated cost of your above services is US$25,000.00.
As you are aware, the Company does not have sufficient capital to pay you for
your services. As such, we propose to pay you in shares of the Company based on
a price of Ten Cents ($.10) per share.
Please indicate your agreement to these terms by completing the acceptance on
the accompanying copy of this letter and returning it to us.
Yours very truly,
MegaChain.com Ltd.
/s/ TOM LAVIN
per: Tom Lavin, president
TO: MegaChain.com, Ltd.,
The terms of engagement in this letter are accepted.
ENTERPRISE CYBERSYSTEMS, INC
1-24-00 /s/ KIM GOURLEY
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Date: Kim Gourley- president
