Intellectual Property Development And Transfer Agreement Dated January 10, 2005

INTELLECTUAL PROPERTY
DEVELOPMENT AND TRANSFER AGREEMENT

This Intellectual Property Development and Transfer Agreement (this "Agreement" ) is made as of Monday , January 10th, 2005 (the "Effective Date" ), between MobileGamingNow Inc. (the "Company" ) and Illuminated Technologies, Inc., a British Columbia corporation (the "Developer" ).

R E C I T A L S

A. The Company was formed to engage in mobile gaming and gaming technology licensing activities (the "Business Concept" ). To implement the Business Concept, the Company desires a software system to be known as the "Mobile Gaming Platform" system, which will provide the Company with their core product to license and operate their Business Concept.

B. The Developer has expertise in developing software generally, and has specific expertise in the software applications the Company desires to include in the "Mobile Gaming Platform" system.

C. The Company and the Developer have agreed to terms and conditions for the purchase of the "Mobile Gaming Platform" system by the Company.

C L A U S E S

In consideration of the preceding, and the mutual obligations set forth below, the parties agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Contract Software . For purposes of this Agreement, the term "Contract Software" shall mean all software programs and modules which Developer includes in the Mobile Gaming Platform, Mobile Poker and Mobile Gaming Marketing System including but not limited to all source-codes, object-codes, interfaces, screens, knowledge databases, reports generated, logarithms and media. The Contract Software shall satisfy the specifications identified on attached and incorporated Schedule "A" , subject to the Company's approval. The Contract Software shall be capable of all functionality as identified on said Schedule "A" . All the Contract Software identified in Schedule "A" , whether or not proprietary to the Company, is included in the instant transfer from Developer to the Company.

1.2 Documentation . For purposes of this Agreement, the term "Documentation" shall mean all user and programming manuals, source codes, flow charts, illustrations, logic diagrams, designs, program notes, drafts, engineering plans, feasibility studies, reports, marketing plans, specifications and all other written documentation concerning the Contract Software and its development and/or use, and/or developmental versions of any of the preceding or the Contract Software.

1.3 Deliverables . For purposes of this Agreement, the term "Deliverables" shall mean: (i) a fully functional prototype of the Contract Software (the "Prototype") which has been tested and accepted by the Company and is fully debugged, ready for commercialization and capable of facilitating the Business Concept; (ii) all final Contract Software; (iii) all Documentation. The Company will not accept Deliverables which Developer delivers to the Company unless the Prototype is fully capable of performing the functions and specifications identified on Schedule "A" to the Company's satisfaction.

ARTICLE 2
TRANSFERS

2.1 Grant of exclusive ownership and Use Rights . The Developer sells, grants, conveys and assigns to the Company, exclusively for and throughout the world Internet Gaming markets, in and for all languages (including but not limited to computer and human languages whether now existing or subsequently developed) all the Developer's rights, titles and interests in the Contract Software, including but not limited to all rights of the Developer under all United States federal or state and other "Governmental Authority" intellectual property and other laws, as well as all rights of the Developer as an author or inventor under the laws of any Governmental Authority. The foregoing transfer of rights by the Developer to the Company is all inclusive and without reservation of any right, title, interest or use, whether now existing or subsequently arising.

2.2 Derivative Works. Developer acknowledges that the Company has the sole right throughout the world and in all languages (human or computer, now or subsequently existing): (i) to prepare derivative works based on the Contract Software, Documents and other Deliverables (collectively "Derivative Works " ); (ii) to reproduce, distribute, copy or display the Contract Software, Documents, other Deliverables and Derivative Works and all versions thereof; (iii) to sell or transfer ownership to, or to rent, lease, lend or license the Contract Software, Documents, other Deliverables and Derivative Works; (iv) to exploit through any and all means available the Contract Software, Documents, other Deliverables, Derivative Works and all versions thereof; (v) to authorize others to do any and all of the aforesaid; and (vi) to utilize the Contract Materials and Derivative Works in combination with any other works, in and as part of any collective works, and to do so in any and all forms, including but not limited to using magnetic tapes, hard and floppy disks, compact disk or other digital technology and such solid state forms as exist from time to time, including but not limited to fibre optics, satellite transmissions, ROM chips and printed circuitry. The Developer expressly acknowledges that the Company has the sole and exclusive right to do any and all of the foregoing by all means and via any and all media now or subsequently existing, including but not limited to all computers, peripheral equipment, dedicated machines and other hardware devices and all print media, including books and magazines, motion pictures, radio, video tapes, compact disks, and all broadcast and cable data wire, and/or optic fibre transmission systems and networks, whether now existing or subsequently developed.

2.3 Grant of Exclusive Rights to Trademarks and Service Marks . The Developer, grants, conveys, transfers, alienates and assigns exclusively to the Company, for and throughout the world and in any and all languages (human or computer) and media, whether now existing or subsequently developed, all the Developer's rights, titles, interests (legal, industrial, commercial, equitable, use, as an author and otherwise) in and to any and all: (i) trademarks and service marks which concern any Contract Materials, whether or not registered, all applications for the same and the right to obtain registered trademarks, service marks or other marks concerning the Contract Materials in or under the laws of any Governmental Authority, including but not limited to the mark "MobilePoker" or any derivation or graphic depiction thereof; (ii) rights to record the transfers made under this Agreement in the United States Patent and Trademark Office or in any other Governmental Authority Office throughout the world; and (iii) rights to sue for and collect damages predicated on past, present or future infringements of the preceding, as well as all other claims and rights to damages associated with the preceding, whether predicated on past, present or future actions or omissions, and whether or not currently known or unknown. The Developer shall not utilize any such marks, names or titles or any variation of the same for any products, technology or services of any nature, shall not authorize and does not have any right to authorize any third person to do so, and shall not incorporate any such marks, names or titles or any marks, names or titles similar thereto in any of Developer's names.

2.4 Grant of Exclusive Rights to Copyrights and Patents . The Developer, grants, conveys, transfers, alienates and assigns exclusively to the Company, for and throughout the world and in any and all languages (human or computer) and media, whether now existing or subsequently developed, all the Developer's rights, titles and interests (legal, industrial, commercial, equitable, use, as an author or inventor and otherwise) in and to any and all: (i) copyrights and/or patents of any type or nature in the Contract Materials, whether or not registered, all applications for the same and the right to file and register the same in the Company's name or in

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any other name in any Governmental Authority; (ii) all discoveries, improvements and/or inventions conceived or first reduced to practice (as that phrase is used in practice before the United States Patent and Trademark Office) during the Project or otherwise incorporated in any Contract Materials; (iii) rights to record the transfers made under this Agreement in the United States Patent, Trademark and/or Copyright Office and in any other public offices of any Governmental Authorities throughout the world; and (iv) rights to sue for and collect damages predicated on past, present or future infringements of the preceding, as well as all other claims and rights to damages associated with the preceding, whether predicated on past, present or future actions or omissions, and whether or not currently known or unknown.

2.5 Further Instruments . The Developer shall execute, acknowledge and deliver to the Company, within five (5) days of the Company's request for the same, such further instruments and documents as the Company may request from time to time to facilitate registration of any such filings or to record the transfers made in this Agreement in any public office, or otherwise to give notice or evidence of the Company's exclusive rights to the Contract Materials.

2.6 No Retained Rights . The Developer's assignment of the Contract Software to the Company under this Agreement constitutes a complete, absolute and exclusive transfer of all rights (legal, industrial, commercial, equitable, use as an author or inventor and otherwise) in the Contract Software, whether currently existing or arising in the future. The Developer does not reserve or retain any right, title or interest in any component of the Contract Software or any trade secrets which concern any Contract Software, except as specifically provided otherwise in Section 6.2 below. The Developer acknowledges and agrees that all the Contract Software constitute the sole, exclusive and confidential property of the Company.

2.8 Governmental Authority Definitions . For purposes of this Agreement, the following terms shall have the following meanings: (i) the term "United States" shall mean the United States of America, and all geographical territories and subdivisions of the United States of America; (ii) the term "Other Nations" shall mean each country, principality or other independent territory and each subdivision thereof, which is not a part of the United States; (iii) the term "Supra-National Authority" shall mean the European Union, the United Nations, the World Court, the Commonwealth, the North Atlantic Treaty Organization, the General Agreement on Tariffs and Trade, the North American Free Trade Agreement and all other multi-national authorities or treaties which have or may have from time to time jurisdiction over any of the parties to or any performance under this Agreement; and (iv) the term "Governmental Authority" shall mean any subdivision, agency, branch, court, administrative body, legislative body, judicial bo ...