EXHIBIT 4.38
AMENDMENT TO
SOFTWARE LICENSE AGREEMENT
THIS AMENDMENT is entered
into and made effective as of 1 November 2004.
BETWEEN:
INTERNET EMPIRE ENTERTAINMENT LTD., a company with registered
offices
in St. John's Antigua, West Indies
("LICENSEE")
- and -
STARNET SYSTEMS INTERNATIONAL INC., a company with registered
offices
in St. John's Antigua, West Indies.
("SSII")
WHEREAS Licensee and SSII
entered into a software license agreement (the
"License Agreement") dated as
of May 23,2000 :and
AND WHEREAS Licensee and SSII
wish to make certain amendments to the License
Agreement as more
particularly set forth herein.
NOW THEREFORE, for good and
valuable consideration, Licensee and SSII agree as
follows:
1. Definitions. Capitalized
terms used and not defined herein shall have
the meanings given to them in the License Agreement. This
Agreement
shall be referred to herein as the Amending Agreement.
2. Amendments. The License
Agreement is hereby amended as follows:
(a) License Agreement
Renewal - Sections 1.6.1 and 1.6.2 of the
License Agreement are hereby deleted. The parties hereby
renew
the term of the License Agreement for a period of five (5)
years
(the "Initial Term") commencing the date hereof, and agree
that
the Initial Term shall be automatically renewed indefinitely
for
additional one (1) year terms thereafter (each, a "Renewal
Term")
unless terminated by one of the parties upon 90 days
prior
written notice to the expiry of the Initial Term or Renewal
Term,
as applicable, or otherwise in accordance with the terms set
out
in the License Agreement (collectively, the Initial Term
and
Renewal Term shall be referred to as the "Term").
(b) Schedule "A" -
Schedule "A" to the License Agreement is hereby
deleted and replaced with the Schedule "A" attached to
this
Amendment Agreement.
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(c) Exclusivity -
During the Term, the Licensee agrees to exclusively
use SSII Sportsbook, Casino and Racing software products on
the
Web Sites listed below, and under no circumstances shall
Licensee
either (a) use the software gaming products of, or
otherwise
engage, another software provider during the Term for
any
purposes related to such Web Sites or (b) directly or
indirectly
divert any users of the Web Sites to other gaming websites
owned
or operated by Licensee or any of its affiliates. The
foregoing
exclusivity arrangement shall apply with respect to the
following
Web Sites:
www.pyramidcasino.com
www.playrealsportsbook.com
www.betonusa.com
www.playitagaincasino.com
www.vipclubcasino.com
www.betchamps.com
(d) Security - As
continuing and collateral security for a material
breach of the License Agreement as amended herein, the
Licensee
hereby grants to SSII, by way of mortgage, charge, assignment
and
transfer, a security interest in, all present and future
right,
title and interest of the Licensee in and to the date related
to
the customers of Licensee ("Customer Information"), and
hereby
authorizes SSII to take any such action it deems
necessar
