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EXHIBIT 10.1
March 29, 2007
Jim Platt, Vice President
Sports Immortals
6830 N. Federal Hwy
Boca Raton, FL 33487
Dear Mr. Platt,
Sports Immortals (“SI”) and
Zeros & Ones, Inc. (“Z&O”) intend to enter into
a joint venture to create a web portal that showcases SI’s
extensive library of sports memorabilia (the “SI
Collection”). The SI Collection celebrates the
accomplishments of famous sports legends and includes over one
million mementos, such as autographed balls and equipment.
The joint venture portal will offer for sale various replicas
of items in the SI Collection and other merchandise. All
revenues from operation of the portal shall be earned by the joint
venture and, after deduction of expenses, split 60/40 between SI
and Z&O, in accordance with their ownership percentages in the
joint venture (subject to any dilution as a result of sales of
equity to outside investors). Z&O will contribute rights
to all of its relevant technology for the joint venture at no
additional cost. Except as provided in the following
sentence, the operations of the joint venture will be the sole
“Online” showcase for the SI Collection, and once the
web site is operational, the current Sports Immortals web site will
become the URL for the portal. Notwithstanding the
preceding sentence, it is expected that Sports Immortals will
potentially develop and operate other projects including, but
not
