SNOCONE SYSTEMS INC
JOINT VENTURE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>JOINT VENTURE AGREEMENT
<TEXT>

CONTENT  DISTRIBUTION  AND  REVENUE  SHARE  AGREEMENT


BETWEEN:


SNOCONE SYSTEMS, INC. a Corporation formed under the laws of Nevada with offices
at  Suite  440  -  1555  E. Flamingo Road, Las Vegas, Nevada  89119 (hereinafter
referred  to  as  "CUSTOMER"  or  "SNOCONE  SYSTEMS").

AND:


TWENTYTEN  INVESTMENTS.,  a  Corporation  formed  under  the laws of Belize (the
"LICENSOR").


WHEREAS:

(A)  The  Licensor  has  developed  certain  computer  Application software (the
     "Applications")  that  can  be used from mobile telecommunications devices;
     and

(B)  The Licensor and the Customer have agreed to enter into a license providing
     the  Customer  with  the  right to use such "Applications" on the terms and
     conditions  set  out  herein.

NOW  THEREFORE  in  consideration  of the mutual covenants contained herein, the
parties  agree  as  follows:

1  DEFINITIONS
"Agreement"  MEANS  THIS  AGREEMENT as amended from time to time pursuant to the
provisions  hereof  along  with  any  schedules  appended  hereto;

"Applications"  OR  "Application"  MEANS  THE  INTERNET  WEB  SERVICE LOCATED AT
HTTP://WWW.SMSOFFICEPOOLS.COM  AND/OR  COMPUTER  SOFTWARE  APPLICATIONS  OF  THE
      -----------------------
LICENSOR  OR ANY ONE OF THEM AS THE CONTEXT MAY REQUIRE, AS OUTLINED IN SCHEDULE
A  HEREOF;

"Documentation" MEANS INSTRUCTIONS, IF ANY, ASSOCIATED WITH THE APPLICATIONS AND
THAT  RELATE  TO  THE  USE  OF  THE  APPLICATIONS  BY  THE  CUSTOMER;

"Effective  Date"  MEANS  THE  DATE  ON  WHICH  THE  LAST  PARTY TO EXECUTE THIS
AGREEMENT  EXECUTES  IT;

"End-Users"  MEANS  THE CUSTOMER'S SUBSCRIBERS WHO ACCESS APPLICATIONS INCLUDING
BUT  NOT  LIMITED  TO  THE  APPLICATIONS THROUGH THEIR MOBILE TELECOMMUNICATIONS
DEVICES;

"Retail  Price"  MEANS THE COST AT WHICH THE APPLICATION IS BILLED TO END USERS.
THIS  FEE  EXCLUDES  ANY  AND  ALL ADDITIONAL CHARGES THAT MAY BE APPLIED TO END
USERS  FOR  THE  TRANSPORT OF THE APPLICATIONS FROM THEIR SOURCE TO THE POINT OF
USE  (I.E.,  HANDSET).

<PAGE>

"Licensed  Field"  MEANS  ACCESS  AND  USE  OF  THE  APPLICATIONS;

"Person"  MEANS  AN  INDIVIDUAL, CORPORATION, COMPANY, COOPERATIVE, PARTNERSHIP,
TRUST,  UNINCORPORATED  ASSOCIATION,  ENTITY  WITH  JURIDICAL  PERSONALITY  OR
GOVERNMENTAL  AUTHORITY OR BODY, AND PRONOUNS WHICH REFER TO A PERSON SHALL HAVE
A  SIMILARLY  EXTENDED  MEANING;

"Schedules"  MEANS  SCHEDULES  A  OF  THIS  AGREEMENT,  AS SAID SCHEDULES MAY BE
AMENDED  FROM  TIME  TO  TIME  PURSUANT  TO  THE  PROVISIONS  HEREOF;

"Term"  SHALL  HAVE  THE  MEANING  SET  FORTH  IN  SECTION  6 OF THIS AGREEMENT;

"Territory"  SHALL  MEAN  CANADA  AND  THE  UNITED  STATES.

"Trade-Marks"  MEANS  THE  LICENSOR'S  TRADEMARKS;

1.1  IN  THIS  AGREEMENT,  UNLESS  OTHERWISE  SPECIFIED OR THE CONTEXT OTHERWISE
     REQUIRES:

     a)  Reference  to  a  Section  is  to  a  section  of  this  Agreement;

     b)  Reference  to  a  Schedule  is  to  a  Schedule  to  this  Agreement;

     c)  Reference  to  the  Agreement  is  to  this  Agreement;  and

     d)  Words  importing  the  singular  only shall include the plural and vice
         versa.

1.2  ALL  REFERENCES  TO  DOLLARS  OR  CENTS IN THIS AGREEMENT, UNLESS OTHERWISE
     SPECIFICALLY  INDICATED,  ARE EXPRESSED IN UNITED STATES DOLLARS AND CENTS.

1.3  HEADINGS  OF CLAUSES ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT
     THE  INTERPRETATION  OR  CONSTRUCTION  OF  THIS  AGREEMENT.

2    GRANT  OF  LICENSE

2.1  Software  and  Trade-Marks  Licenses

2.1.1  Subject  to  the  terms  and  conditions  of  this  Agreement,  and  in
     consideration  for  the  payment  by  the  Customer  to the Licensor of the
     License  Fees payable to the Licensor hereunder, the Licensor hereby grants
     to Customer over the Territory for the duration of the Term and any renewal
     thereof,  and Customer accepts, an exclusive, but non-sublicensable (except
     to  allow  the  End-Users'  contemplated  use of the Applications as stated
     below)  license  for:

     (i)  the use or right to use the Documentation and the Applications through
          the  Customer's  web  service portal, for the sole purpose of allowing
          the  Customer  to  make  these  available to End-Users for play in the
          Licensed  Field  (the  "SOFTWARE  LICENSE");  and

     (ii) save  and  except  as  expressly set out in Section 2.1, no rights are
          granted  to  the  Customer  with  respect  to the use of the Property.
          Without  limiting  the  generality of the foregoing, the parties agree
          that  the  Customer shall not, directly or indirectly, cause or permit
          decompilation,  transformation,  disassembly or reverse engineering of

<PAGE>

          the Applications, nor shall it, directly or indirectly, modify, merge,
          copy  or  otherwise  reproduce  or  tamper  with  the  Applications or
          Documentation or produce or create any derivative works thereofuse the
          Trade-Marks  in  the  Territory  in  association  with  the Customer's
          offering  of  the  Applications  to End-Users for play in the Licensed
          Field  (the  "TRADE-MARKS  LICENSE").

     (collectively,  the  "LICENSE").

2.1.2  The  Customer  will  access  and  use  the  Applications and will use the
     Trade-Marks  solely  in  accordance  with  the  Licensor's  standards  and
     specifications  as  indicated  to the Customer by the Licensor from time to
     time. In this regard, the Licensor confirms that, as of the Effective Date,
     Customer's  use  of  the  Applications  by the Customer to End-Users in the
     Licensed  Field  conforms,  in  all  material  respects,  to the Licensor's
     current  standards  and  specifications.

2.2  No  Limits  on  Other  Licenses

2.2.1  Without limiting the generality of the foregoing, this Agreement prevents
     the  Licensor  from  granting  any  license  to any other Person, including
     without limitation, any competitor of the Customer, whether in the Licensed
     Field  or  otherwise.

2.3  As  the wireless Applications industry evolves it may become necessary over
     time for changes to be made to the presentation or format of one or certain
     of  the  Applications.  If such circumstances arise, the Licensor agrees to
     consider  in  good  faith  the  Customer's  requests  in that sense to make
     reasonable  efforts  to  accommodate  the  Customer,  provided  that  the
     Licensor's  rights  and  interests  are  adequately  protected.

3  LICENSE  FEES

3.1  SOFTWARE  LICENSE  FEES

3.2  In  consideration  for  the  Software  License  as  per  the  terms of this
     agreement,  Snocone  Systems,  Inc.  shall deliver to TwentyTen Investments
     Corp.  and/or  its  assigns,  2,000,000  shares of restricted common stock,
     within  90  days  of  May  31,  2004. Snocone Systems, Inc. understands and
     acknowledges  that  said  shares  may  be  issued  to  the  shareholders of
     TwentyTen  Investment  Corp.

3.3  FUTURE  PRICING AND PACKAGING OF THE APPLICATIONS With respect to End-Users
     Customer  reserves  the  right  to  modify  the  pricing  and  packaging of
     Applications  at  any  time.

4  WARRANTY,  REMEDIES,  DISCLAIMERS  AND  LIMITATION  ON  LIABILITY

4.1  Sole  Warranty
     The  Customer acknowledges that the Applications cannot be entirely free of
     defects  or errors, despite all verifications that have been made regarding
     their  performance  and  functioning. The Licensor warrants that during the
     Term  and  any  renewal thereof, the Applications will perform and function
     substantially  in accordance with its then in effect specifications, as set
     forth in the applicable Documentation (the "WARRANTY"). The Warranty is the

<PAGE>

     sole  warranty  given  by  the Licensor in relation to Applications and the
     Documentation.  Except  as  specifically  provided  above,  the  Licensor
     expressly  disclaims  all  other  warranties,  whether  express or implied,
     written  or  oral,  with  respect to the Applications, the documentation or
     under  this Agreement, including any warranties of merchantability, fitness
     for  a  particular  purpose,  or  non-infringement or those arising by law,
     statute,  usage  of trade or course of dealing. Other than the Warranty, no
     employee,  agent  or  other representative of the Licensor is authorised to
     give  the  Customer  any  other  warranty.

4.2  The  Licensor  agrees to pay the Customer no less than $5,000 USD per month
     for  8  consecutive  months  beginning May 31, 2004 and ending December 31,
     2004  or  until  such  time  as  the  Applications  are cash flow positive,
     whichever  comes  first,  to  cover  the  basic  operating  costs  of  the
     Applications.

4.3  Conditions  for  the  Applicability  of  the  Warranty

4.3.1  The  Warranty  will  only apply to the performance and functioning of the
     Applications  where  the Applications are accessed and used by the Customer
     or  End-Users  using  the  Customer's  wireless  web  portal.

4.3.2  Further,  the Warranty will not apply to or cover any performance problem
     or  malfunction  of  the  Applications:

     a)   caused,  in  whole  or  in  part,  by non-Licensor products, services,
          technologies,  systems  or  equipment;  or

     b)   caused  by  or  resulting from, in whole or in part, the negligence or
          other  actions  of  the  Customer  or  End-Users.

4.4  Sole  Remedy  Under  the  Warranty
     If  an Application does not substantially perform or function in accordance
     with  the  Warranty,  then  the  Licensor  shall,  at  its  option, (i) use
     reasonable  efforts  to  make  the  Application  perform  or  function  in
     accordance  with  the  Warranty,  (ii)  replace  the  non-performing  or
     malfunctioning  Application with an equivalent Application that performs or
     functions in accordance with the Warranty, or (iii) credit Customer and the
     End-User  for  the  session(s)  during  which  the  Application  failed  to
     substantially  perform  or  function  in  accordance with the Warranty. The
     above  shall  be  the  Licensor's  sole obligation, and the Customer's sole
     remedy,  under  the  Warranty.

5  INDEMNITY

5.1  Indemnification  of  the Customer
     Subject  to  Section  5.3,  the  Licensor  will  indemnify the Customer for
     reasonable  costs  and  damages incurred as a result of a third-party claim
     that  the  Customer's  use of the Applications or Trade-Marks infringes the
     intellectual  property  rights  of  that third party, provided that (i) the
     Licensor  shall  be  notified  promptly  in  writing by the Customer of any
     notice  or any such claim; (ii) the Licensor, at its option, shall have the
     sole  control  of  the  defense  of  any  action  on  such  claim  and  all

<PAGE>

     negotiations for its settlement or compromise, and (iii) the Customer shall
     co-operate fully with the Licensor in the defense, settlement or compromise
     of  such  claim.

5.2  Responses  to  Indemnification  Claim
     In  the  event that any such infringement claim arises or in the Licensor's
     opinion  is  likely  to arise, the Licensor may, at its option and expense,
     (i)  procure  for  the Customer the right to continue using the potentially
     infringing Application or Trade-Mark (ii) modify the potentially infringing
     Application  or  Trade-Mark so that it becomes less likely to be infringing
     or (iii) terminate the Agreement. Where the infringement claim relates to a
     severable  item  of intellectual property or technology licensed hereunder,
     then  the  Licensor  may  terminate  this  Agreement  in  relation  to such
     severable  part,  and  otherwise the Agreement shall continue in full force
     and  effect.

5.3  Limitations  on  Liability
     The  provisions of Sections 5.1 and 5.2 notwithstanding, the Licensor shall
     not  have  any liability to the Customer under this Section 5 to the extent
     that  any  infringement  or  claim  thereof  is  based  upon (i) use of the
     Applications or Trade-Marks in combination with other hardware, software or
     devices  where the Applications or Trade-Marks are not in and of themselves
     infringing, (ii) modifications of the Applications or Trade-Marks by anyone
     other  than the Licensor or its employees or agents, or (iii) any claims of
     infringement  of  any  patent,  copyright, trade secret, trademark or other
     proprietary  right  in  which the Customer or any affiliate of the Customer
     has  an  interest  or  license  other  than  in  the  licensed  software as
     contemplated  hereunder.

6  TERM
     This  Agreement  shall  become  effective  on  the Effective Date and shall
     continue  in effect until the day preceding the fifth annual anniversary of
     the  Effective  Date,  unless  otherwise  terminated in accordance with the
     terms  of  this  Agreement  (the  "TERM").  The  Term will be automatically
     renewed  for  successive  12-month periods unless either party gives to the
     other party a written notice of termination at least thirty (30) days prior
     to  the  end  of  the  Term  or  any  subsequent  renewal  period.

7  TERMINATION

7.1  Either party may (without prejudice to its other rights or remedies at law
     or  in  equity) terminate this Agreement with immediate effect by notice in
     writing  to  the  other  if:

     a)   the  other  party  defaults  in  due  performance or observance of any
          material  obligation  hereunder  and  the  defaulting  party  has  not
          remedied  such  default within thirty (30) days of receiving a written
          notice  of  that  default  from  the  non-breaching  party;

     b)   in  respect  of  the  other  party, an interim order is applied for or
          made,  or  a  voluntary  arrangement  approved,  or  a  petition for a
          bankruptcy  order  is  presented  or  a bankruptcy order is made, or a
          receiver  or trustee in bankruptcy is appointed over the other party's
          estate  or a voluntary agreement or arrangement is approved or entered
          into,  or  an  administration  order  is  made,  or  a  receiver  or
          administrative receiver is appointed over any of the other's assets or
          an  undertaking  or  a  resolution or petition to wind up the other is
          passed  or  presented  (other than for the purposes of amalgamation or

<PAGE>

          reconstruction)  or if any circumstances arise which entitle the Court
          or  a  creditor  to  appoint  a  receiver,  administrative receiver or
          administrator or to present a winding-up petition or make a winding-up
          order;  or

7.2  Either party may also terminate this Agreement without cause by giving the
     other  party  ninety  (90)  days  prior written notice of such termination.
     If  this  agreement  is  terminated  within  the first five years, then the
     Licensor must return to Snocone Systems the 2,000,000 shares of restricted
     common stock that was issued to the Licensor as part of this agreement.

8  CONSEQUENCES  OF  TERMINATION

8.1  Upon  termination of this Agreement, the Licensor shall be entitled to deny
     access  or  use  of the Applications and Trade-Marks by the Customer or the
     End-Users,  and  the  rights  granted  under  the  License  shall terminate
     forthwith.

8.2  Subject as otherwise provided herein and to any rights or obligations which
     have  accrued  prior  to  termination, neither party shall have any further
     obligation  to  the  other  under  this  Agreement.

9  ENFORCEABILITY  AND  AUTHORITY

9.1  INCORPORATION  AND  QUALIFICATION
     Each  of  the  Licensor  and  the  Customer represents, but with respect to
     itself  only, that it is a duly formed, organized, in good standing and has
     the  power to own and operate its property, carry on its business and enter
     into  and  perform  its  obligations  under  this  Agreement.

9.2  VALIDITY  OF  AGREEMENT
     Each  of  the  Licensor  and  the  Customer represents, but with respect to
     itself  only,  that  the  execution, delivery and performance by it of this
     Agreement:

     (a)  have  been  duly  authorized  by all necessary corporate action on its
          part;  and

     (b)  do  not  (or would not with the giving of notice, the lapse of time or
          the happening of any other event or condition) result in a breach or a
          violation  of, or conflict with, or allow any other person to exercise
          any  rights  under,  any  of the terms or provisions of its constating
          documents  or by-laws or any contracts or instruments to which it is a
          party  or  pursuant  to  which  any  of  its assets or property may be
          affected.

9.3  EXECUTION  AND  BINDING  OBLIGATION
     Each  of  the  Licensor  and  the  Customer represents, but with respect to
     itself  only,  that  this Agreement has been duly executed and delivered by
     it,  and  constitutes  a  legal,  valid and binding obligation, enforceable
     against  it  in  accordance  with  its terms subject only to any limitation
     under  applicable  laws relating to (i) bankruptcy, winding-up, insolvency,
     reorganization,  arrangement  and other similar laws of general application
     affecting  the  enforcement  of  creditors' rights, and (ii) the discretion
     that  a  court  may  exercise in the granting of equitable remedies such as
     specific  performance  and  injunction.

<PAGE>

10  VARIATION
     This  Agreement  may only be varied by written instrument, signed by a duly
     authorised  representative  of  each  party.

11  SEVERANCE
     Each  of  the restrictions and provisions contained in this Agreement or in
     any variation thereof shall be construed as independent of every other such
     restriction  or provision to the effect that if any provision is determined
     to  be  invalid  or  unenforceable  to  any extent, such provision shall be
     severed  from the body or other provisions and such determination shall not
     affect  any  other  provision  in the Agreement, which shall continue to be
     valid  and  enforceable  to  the  fullest  extent  permitted  by  law.

12  WAIVER
     No failure of either party to exercise any right or power given to it under
     this  Agreement  or to insist upon strict compliance with any obligation or
     condition of this Agreement shall constitute a waiver of any of its rights.

13  NOTICES
     Any  notice  required to be given hereunder by any party hereto shall be in
     writing  sent  by  pre-paid  recorded  delivery  or  registered  mail or by
     facsimile  communication.

     The  address  and  fax  number  for  services  of  notice  shall  be:
     In  respect  of
     Licensor:
     TwentyTen  Investments.
     Belize
     Attn:  Rob  Payne
     Fax: 604-430-8188

     In  respect  of
     Customer:
     Snocone  Systems,  Inc.
     Suite  440  -  1555  E.  Flamingo  Road
     Las  Vegas,  Nevada  89119
     Attn:  Kevin  Day,
     President
     Fax: 604-683-4009

     Each of the parties hereto shall notify the others of any change of address
     or  fax  number  within  48  hours  of  such  change.

<PAGE>

14  ENTIRE  AGREEMENT
     This  Agreement  (including  the Appendix) constitutes the entire agreement
     between  the parties and supersedes all prior agreements in connection with
     the  subject  matter  hereof, which is incorporated herein in its entirety.

15  ANNOUNCEMENTS
     Neither party shall make any announcement concerning this Agreement, or its
     subject  matter,  without  the  prior approval of the other party except as
     required  by  law  or  any  regulatory  authority.

16  COUNTERPARTS
     This  Agreement  may be executed in four counterparts by means of facsimile
     which,  when  each is respectively executed by each of the parties shall be
     deemed  to be an original and such counterparts together shall be deemed to
     constitute  one  instrument.

17  GOVERNING  LAW
     This agreement shall be governed by the laws of the State of Nevada and the
     applicable  laws  of  the  United  States  of  America.



<PAGE>

IN  WITNESS WHEREOF, the Licensor and the Customer have caused these presents to
be  executed  by  their  duly  authorised  representatives  as  follows:


SNOCONE  SYSTEMS,  INC.

        Kevin Day
     ---------------------------------------------
     Name  (Print)


By:     /s/ Kevin Day
     ---------------------------------------------

     SIGNATURE

        President
     ---------------------------------------------
     Title

        May 17, 2004
     ---------------------------------------------
     Date




TWENTYTEN  INVESTMENTS


        Waterline Investments (Trust)
     ---------------------------------------------
     Name  (Print)


By:     /s/ Robert Payne
     ---------------------------------------------
     SIGNATURE


        Administrator
     ---------------------------------------------
     Title


        May 17, 2004
     ---------------------------------------------
     Date

<PAGE>


                                   SCHEDULE A

                                 "APPLICATIONS"

"WEB  APPLICATIONS"

NO.     APPLICATION NAME     DESCRIPTION
---     ----------------     -----------
1       SMS  Office  Pools   SMS  Office  Pools  is  a  web  service that allows
                             participants  to  set up sports pools, track player
                             and teams  statistics,  receive  scoring updates to
                             their mobile phone, check  stats  on  their  mobile
                             phone, all in real-time.






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