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Exhibit 10.3
THIS AGREEMENT ("Termination Agreement") is made on the 6 day of
November 2007
BETWEEN:
(1) ZONE 4 PLAY INC. a company registered under the laws of
Delaware and whose
principal place of business is at 103 Foulk Road, Suite 202,
Wilmington,
Delaware 19803 U.S.A ("Z4P");
(2) WINNER.COM (UK) LIMITED a company registered in England and
Wales under
number 4494943 and whose registered office is at 16 Theberton
Street,
Islington, London N1 0QX ("WINNER"); and
(3) TWO WAY MEDIA LIMITED a company registered in England and
Wales under
number 4904168 and whose registered office is at 19 Bolsover
Street, London
W1W 5NA ("TWM").
Each a "PARTY" and together the "PARTIES".
WHEREAS:
(A) All the above Parties have entered into an Interactive Fixed
Odds Betting
Services Agreement" dated 22nd Feb 2005 (the "AGREEMENT")
(B) The Parties have agreed to amend and restructure the nature
of their joint
activities.
NOW THEREFORE for good and valuable consideration the receipt
and sufficiency of
which is hereby acknowledged the Parties have agreed as
follows:
1) Z4P and TWM have incorporated a new entity in Alderney
bearing the
name Two Way Gaming Limited (the "COMPANY") to conduct
certain
gambling activity undertaken by Z4P and TWM .
2) The Parties hereby agree to terminate the Agreement as of the
date of
this Termination Agreement. Z4P and TWM have agreed to replace
it with
a new agreement as well as other auxiliary documents (the
"SHAREHOLDERS' AGREEMENT") to regulate and govern the
continuing
relationship between Z4P and TWM. Winner is not a party to, and
shall
have no rights or obligations under, the Shareholders' Agreement
and
shall have no further involvement in such gambling activity
undertaken
by Z4P and TWM with the sole exception of the Grant Letter (as
defined
below).
3) Z4P has agreed to grant to Winner an option to purchase
directly from
Z4P part of Z4P's shareholding in the Company equivalent to 7.5%
of
the Company's total shares on a fully diluted basis on the terms
of a
letter agreement, and no less then 15% of the Company's share
held by
Z4P (the "GRANT LETTER") which will be signed simultaneously by
Z4P
and Winner with this Termination Agreement.
4) The Parties agree and acknowledge that the documents above
(the
Shareholders' Agreement and the Grant Letter) aim to address
the
performance of all aspects of the joint activities and redefine
the
rights and obligations of th
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