Amendment and Notice of Conversion Agreement for 9% Convertible Debenture between SportsPrize Entertainment Inc. and Strathburn Investments Inc.

Summary

This agreement, effective June 30, 2000, amends a previous debenture agreement between SportsPrize Entertainment Inc. and Strathburn Investments Inc. It accelerates the vesting period and sets the conversion price at $1.00 per share, allowing Strathburn to convert $200,000 plus $1,500 in accrued interest into 201,500 shares of the company. The shares issued will carry a restrictive legend due to securities law requirements. Strathburn confirms it is not a U.S. person and is not converting on behalf of any U.S. person.

EX-10.3 4 0004.txt FORM OF AMENDMENT & NOTICE OF CONVERSION AGREEMENT EXHIBIT 10.3 SPORTSPRIZE ENTERTAINMENT INC. Amendment and Notice Of Conversion 9% Convertible Debenture This Amendment and Notice of Conversion effective June 30, 2000 ("Notice"), amends the Debenture issued pursuant to that Debenture and Warrant Purchase Agreement between SportsPrize Entertainment Inc., a Nevada corporation (the "Company"), and Cutter Services Corp., ("Cutter"), and Strathburn Investments Inc. ("Strathburn") dated May 30, 2000 (collectively, the "Agreements") into shares of common stock (the "Shares") of the Company. RECITALS WHEREAS, Cutter, Strathburn and the Company have determined that it is in the best interests of the Company to amend Section 4.1 of the Debenture to accelerate the vesting period of the Debenture in order to allow Cutter to convert the Debenture in its entirety effective on the date of this Notice; WHEREAS, Cutter, Strathburn and the Company have determined that it is in the best interests of the Company to amend the definition of "Conversion Price" under Section 1 (vii) of the Debenture to adjust the Conversion Price of the Debenture to one dollar (US$1.00) per share to remove the dilutive effect upon conversion of the Debenture; and WHEREAS, Cutter and Strathburn each desire to convert its Debenture and the Company desires to issue Shares upon such conversion; In consideration of the mutual agreements hereinafter set forth, the parties hereto agree to amend the Agreement as follows: 1. Strathburn hereby irrevocably elects, as of June 30, 2000 to convert the sum of US$200,000, plus accrued interest in the amount of US$1,500, of the Debentures at the Conversion Price of one dollar (US$1.00) per share into 201,500 Shares. 2. The Company shall issue 201,500 Shares pursuant to this conversion. 3. Strathburn hereby represents that it is not a U.S. Person as defined in Regulation S promulgated under the Securities Act of 1933, as amended, and is not converting the Debentures on behalf of any U.S. Person, and is not within the United States at the time of execution and delivery of this Notice of Conversion. 4. The share certificates shall bear a restrictive legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT -1- TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (i) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS RELATED TO THESE SECURITIES ARE PROHIBITED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT. IN WITNESS WHEREOF, the parties have caused this Amendment and Notice to be signed as of this 30th day of June, 2000. SPORTSPRIZE ENTERTAINMENT INC. By: --------------------------- Name: --------------------------- Title: --------------------------- Address: 13101 Washington Blvd., Suite 131 Los Angeles, California 90066 Facsimile: (310) 566-7150 STRATHBURN INVESTMENTS INC. By: --------------------------- Name: --------------------------- Title: --------------------------- Address: Strathburn Investments Inc. Suite 95, East Bay Shopping Center P.O. Box N-1836 Nassau, Bahamas