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Revision History For: Sungold International Holdings Corp. (SHIHF)

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HORSEPOWER™ GAME

Sungold has negotiated the North American and International internet rights, title and interest in the Horsepower™ animated, equal chance, wagering based, virtual, horseracing system. The Horsepower Game ("Horsepower™") will be marketed on the internet and to licensed operators by Horsepower Network.Com Inc., a subsidiary company 100% owned and controlled by Sungold. Horsepower™ is an exciting animated horseracing game which is viewed on a video monitor. Players can win small prizes or multimillion-dollar jackpots from a $2 wager.

Worldwide Internet gaming revenues are projected to grow from $1.2 billion USD in 1999 to $3.0 billion USD in 2002* (*Bear Stearns, January 2000). Worldwide Internet advertising revenues are projected to grow to $33 billion USD by 2005** (**Forrester Research 1999).The agreement with New Gaming Generation Pty. Ltd. ("New Gaming") of Victoria, Australia, gives Sungold the exclusive perpetual right and license to market the game, sub license the game, sell commercial sponsorships, advertising and other promotional materials in connection with the use of the technology. This includes the rights to all intellectual property including copyrights, patents and trademarks.

Sungold, as part of this agreement, will pay New Gaming a 15% interest in the net revenues of the of Horsepower™ Game, as well as 250,000 common shares of Sungold once $500,000 in net revenues is generated from Horsepower™.

Currently Sungold is assisting its wholly owned subsidiary Horsepower Network.Com Inc. in preparing Horsepower™ for the world wide internet initially as a fantasy wagering game and later in 2000, for legal wagering (wherever internet wagering is legal) and introduction at selected racetracks (initially in North America).

A system upgrade is currently underway to convert Horsepower™ for both internet and racetrack applications. Sungold is assisting Horsepower™ by providing technical support in updating graphics, translation services, security back up and wagering systems to be compatible with the new proposed applications.

The horsepowernetwork.com internet web site will be prepared for an initial release of the game for fantasy wagering purposes only. Emphasis will be placed on consumer education, brand recognition, site identity and corporate advertising. Frequency of hits and site stickiness will be priorities in site design.