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EXHIBIT 10.4
MEGACHAIN.COM LTD.
34 West 8th Avenue
Vancouver, B.C., V5Y 1M7
[MEGACHAIN Tel: 604-873-3847
ROCKET FUEL FOR THE Fax: 604-873-4295
E-COMMERCE ERA LOGO] ENGAGEMENT OF SERVICES Toll Free: 1-877-621-MGCN
www.megachain.com
May 15, 2000
To: Terrific Software Inc.
Nassau, Bahamas
Attention: Lana Taylor
Dear Sirs/Mesdames:
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. Rather than being a service
bureau, we intend to become an Application Service Provider ("ASP").
Therefore we require 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 develop the following aspects of
the software:
Complete the System Design and Data Base Design to support running
multiple clients on one server;
Review the Technical Infrastructure to ensure that the hardware and
network configurations are adequate to support running the System as an
ASP;
Recommend and implement any required changes to the Technical
Infrastructure;
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Review the current system security impacts when running the System as
an ASP;
Recommend and implement any required changes to the System's security;
Implement all reporting, registration, membership, email, data entry
screens and backend administrative functions necessary to allow the
System to support running multiple clients on one server.
5. The estimated cost of your above services is US$400,000.00.
6. You agree to report to Kim Gourley who will supervise each stage of
your services.
As you are aware, the Company does not have sufficient capital to pay you for
your services. As such, we propose to pay you in shares of the Company based on
a price of Ten Cents ($.10) per share. Please be advised that the shares which
we will issue to you will not be free trading an will have a hold period on
them of at least one year from the date of issue.
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.
TERRIFIC SOFTWARE INC.
[SIG]
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