QUOKKA SPORTS INC
AMENDMENT TO MASTER VENTURE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>f70548ex10-1.txt
<DESCRIPTION>AMENDMENT TO MASTER VENTURE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1

                                    AMENDMENT


THIS AMENDMENT to that certain Master Venture Agreement, including Exhibits A
and B thereto (the "Agreement"), by and among Quokka Sports, Inc., a Delaware
corporation ("QSI"), NBC Olympics, Inc., a Delaware corporation ("NBC"), and
NBC/Quokka Ventures, LLC, a Delaware limited liability company ("NQV"), dated as
of February 9, 1999, is hereby entered into as of March 14, 2001, by and among
QSI, NBC and NQV.

                                    RECITALS

WHEREAS, pursuant to a letter (the "Letter") dated March 9, 2001 from NBC to G.
Michael Novelly, the Chief Financial Officer of NQV, NBC gave QSI notice of
termination of the Agreement (the "Termination Notice");

WHEREAS, QSI has disputed the right of NBC to terminate the Agreement;

WHEREAS, the parties have agreed to resolve the dispute as to termination
provided the Agreement is amended as set forth herein;

NOW THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:

1.  Section 11.1 of the Agreement is hereby amended and restated in its entirety
    to read as follows:

    "11.1. This Agreement, including without limitation Exhibits A and B, shall
    continue in effect from the Effective Date until May 1, 2001 unless
    terminated earlier (i) in accordance with Sections 11.2 or 11.3 (except for
    a termination pursuant to Section 11.3 with respect to the 2001-2002
    Long-term Strategic Plan, Content Plan and Operating Budget, dated February
    20, 2001, which was approved by the board of directors of NQV on March 7,
    2001 (the "Plan")), or (ii) by NBC by written notice to QSI and NQV, in the
    event either (a) The Salt Lake Olympic Organizing Committee For The Olympic
    Winter Games of 2002 ("SLOC") terminates the agreement between NQV and SLOC
    dated May 4, 2000, as amended, including the amendment dated March 12, 2001
    (a "SLOC Termination"), or (b) there occurs any Event of Default by QSI (a
    "QSI Note Default"), under the terms of the Amended 7% Convertible
    Promissory Notes dated February 22, 2001 issued by QSI (the "Notes") and
    such QSI Note Default has not been cured by QSI pursuant to the terms of the
    Notes, the Transaction Documents (as defined in the Notes) or the
    Restructuring Documents (as defined in the Notes) (such period of
    effectiveness of the Agreement referred to herein as the "Term"). QSI agrees
    to inform NBC immediately in the

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    event of either a SLOC Termination or a QSI Note Default. Notwithstanding
    anything in this Amendment or in the Agreement to the contrary (including,
    without limitation, language regarding obligations to be performed after May
    1, 2001 or any portion of the Plan allocable to the Subsequent Agreement or
    the QSI Subsequent Agreement, if any), each party hereby agrees and
    acknowledges that the Agreement ends on such date.

2.  QSI and NQV hereby authorize and give consent to NBC to engage in
    discussions with third parties (including but not limited to SLOC), prior to
    the expiration of the Term, concerning the terms of an agreement to produce,
    market, sell and distribute the Channel subsequent to the expiration of the
    Term. NBC, however, hereby agrees not to engage in discussions with the
    companies listed in that certain letter agreement (the "Letter Agreement")
    signed by SLOC, QSI, NQV and NBC of even date herewith as potential buyers
    (the "Potential Buyers"), provided QSI and NQV deliver to NBC weekly written
    updates on the status of the discussions with the Potential Buyers, and
    provided further that NBC shall be permitted to engage in such discussions
    with a Potential Buyer once the discussions with such Potential Buyer have
    concluded.

3.  NBC agrees not to solicit or hire any employees of QSI prior to the
    expiration of the Term and further agrees not to solicit any employees of
    QSI for a period of six (6) months following the expiration of the Term.

4.  (A) Provided the Agreement has not been terminated under any applicable
    provision thereof prior to May 1, 2001, NBC agrees to enter into an
    agreement (the "Subsequent Agreement") with a Qualified Buyer (as defined
    below) as of May 1, 2001 (the "New Agreement Date"), on terms identical
    (except as provided below) to those contained in the Agreement, if, on or
    prior to the New Agreement Date, (w) a Qualified Buyer buys all of QSI's
    interests in NQV in accordance with the terms of the Operating Agreement
    between NBC and QSI dated February 9, 1999 (the "Operating Agreement") and
    agrees to assume the obligations and rights of QSI as set forth in the
    Operating Agreement (a "(w) Acquisition"), (x) an acquisition of all of the
    capital stock of QSI, or of all or substantially all of the assets of QSI by
    a Qualified Buyer is consummated (an "(x) Acquisition"), or (y) if a
    Qualified Buyer has entered into a letter of intent with respect to an (x)
    Acquisition and executes and agrees to be bound by said Subsequent Agreement
    and assumes (or to the extent QSI survives as a separate entity, guarantees)
    the obligations of QSI under the Operating Agreement in a written agreement
    between NBC and the Qualified Buyer, regardless of whether or not the
    Acquisition by such Qualified Buyer is consummated (a "(y) Acquisition"; a
    (w) Acquisition, an (x) Acquisition and a (y) Acquisition are hereinafter
    collectively referred to as an "Acquisition"). In the event of a (y)
    Acquisition the Qualified Buyer shall have the option to enter into the
    Subsequent Agreement and assume the obligations of QSI under the Operating
    Agreement through the 2002 Olympic Winter Games only, in which case the
    Subsequent Agreement and the Operating Agreement shall terminate at or
    around the conclusion of the 2002 Olympic Winter Games as if it were the
    conclusion of the 2004 Olympic Games under the Subsequent Agreement and the
    Operating Agreement. The

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    Subsequent Agreement and QSI Subsequent Agreement (as defined below) shall
    contain provisions which (i) require the compliance by the Qualified Buyer
    or QSI, as the case may be, with the Financial Covenants (as defined below)
    throughout the term of the Subsequent Agreement and QSI Subsequent
    Agreement, as the case may be, and (ii) provide that a default by the
    Qualified Buyer, or QSI, in the case of a QSI Subsequent Agreement, under
    any of its material contracts, including, without limitation, any credit
    agreement, constitutes a default under the Subsequent Agreement, or the QSI
    Subsequent Agreement, as the case may be, if such default has a material
    adverse effect on the operations or financial condition of the Qualified
    Buyer, or QSI in the case of a QSI Subsequent Agreement. In addition,
    provided the Agreement has not been terminated under any applicable
    provision thereof prior to May 1, 2001, NBC will enter into a Subsequent
    Agreement with QSI (the "QSI Subsequent Agreement") if, on or before the New
    Agreement Date, QSI secures financial resources sufficient to meet the
    Funding Requirements and satisfies the Financial Covenants (except that the
    market capitalization requirement in the Financial Covenants shall be waived
    for this purpose only), both as determined by NBC in its discretion.

    (B) To be deemed a Qualified Buyer an entity must satisfy in its entirety
    each of the following conditions:

    (i)      It cannot be an NBC Competitor, unless the entity has been approved
             as a Non-NBC Competitor in the Letter Agreement. An "NBC
             Competitor" is a company that is significantly engaged in any of
             the primary businesses of National Broadcasting Company, Inc. NBC
             will use all reasonable efforts to promptly inform QSI of whether
             it considers a potential buyer an NBC Competitor.

    (ii)     It cannot be significantly engaged in the same line of business as
             the business category for which an Olympic Sponsor has obtained
             such sponsorship (an "Olympic Sponsor Competitor"), unless the
             entity has been approved as a Non-Olympic Sponsor Competitor in the
             Letter Agreement. An "Olympic Sponsor" is a company that has
             either signed (a) an agreement with the International Olympic
             Committee to be a worldwide sponsor of the Olympic Games in 2002
             (in the event the Qualified Buyer in a (y) Acquisition assumes
             obligations only with respect to the 2002 Games) or 2002 and/or
             2004 (in the event the Qualified Buyer assumes obligations with
             respect to both the 2002 and 2004 Games in a (y) Acquisition), or
             (b) an agreement with the United States Olympic Committee to be a
             sponsor or supplier of the 2002 (in the event the Qualified Buyer
             assumes obligations only with respect to the 2002 Games in a (y)
             Acquisition) or 2002 and/or 2004 (in the event the Qualified Buyer
             assumes obligations with respect to both the 2002 and 2004 Games in
             a (y) Acquisition) United States Olympic Team, or (c) an agreement
             with Olympic Properties Of The United States -- Salt Lake 2002 LLC
             to be a sponsor or supplier of the 2002 Olympic Winter Games.


<PAGE>   4

    (iii)    For purposes of clarity, the parties agree that the only entities
             which meet the requirements of subsections (i) and (ii) above or
             which are otherwise acceptable to the parties are those entities
             which are set forth in the Letter Agreement.

    (iv)     It assumes (or to the extent QSI survives as a separate entity,
             guarantees) the performance of all of the obligations of QSI to be
             contained in the Subsequent Agreement and the Operating Agreement.

    (v)      It must agree in a written contract between NBC and the Qualified
             Buyer to (a) fund, on the date the Qualified Buyer enters into the
             Subsequent Agreement, NQV with an amount sufficient for the
             production of the Combined Site through the completion of the 2002
             Olympic Winter Games in accordance with the Plan (the "Funding
             Requirements"), and (b) make representations and warranties that it
             meets certain financial covenants with respect to the ratio of debt
             to cash flows, debt to equity and cash on hand customary for
             comparable entities in the Qualified Buyer's industry, to be
             mutually agreed between NBC and the Qualified Buyer (in good faith
             and in a timely fashion) based on the financial statements of the
             Qualified Buyer, and has a market capitalization of at least $500
             million, if the entity is a publicly traded company (the "Financial
             Covenants").

    (vi)     It is a company that can demonstrate to the reasonable satisfaction
             of NBC that it has the personnel, technology, technical support,
             software, advertising sales expertise and experience to produce and
             deliver the content set forth in the Content Plan through, among
             other ways, the retention of a sufficient number of QSI employees
             of appropriate skill and caliber.

5.  In the event NBC does not enter into a Subsequent Agreement as set forth in
    Paragraph 4 above, NBC and QSI agree to cause the dissolution of NQV as of
    May 1, 2001.

6.  QSI and NQV hereby irrevocably and unconditionally waive, forever release
    and discharge NBC (and any of its affiliates, officers, directors, employees
    and partners) in any and all capacities from and against any and all claims,
    covenants, promises, agreements, obligations, controversies, losses,
    damages, costs, expenses, demands, causes of action, judgments or
    liabilities of any kind or character whatsoever, whether matured or
    contingent, or known or unknown, including for indemnity or contribution,
    that QSI or NQV has or may have to the extent it or they arise out of, or in
    connection with, (a) the Termination Notice, (b) the negotiation and
    execution of this Amendment, (c) all known or alleged NBC breaches of the
    Agreement or Operating Agreement, or (d) any claim that the Agreement
    extends beyond May 1, 2001; provided that subsection (d) will not limit
    either parties' obligation to enter into the Subsequent Agreement as
    provided for in Paragraph 4 of this Amendment provided the conditions
    therein are met.

<PAGE>   5

7.  NBC agrees to use all reasonable good faith efforts at no material cost to
    NBC to assist QSI in its efforts to consummate an Acquisition prior to the
    expiration of the Term.

8.  NBC hereby waives under the Agreement and the Operating Agreement (a) all
    known or alleged prior breaches of QSI and NQV and (b) all defaults by QSI
    and NQV for which QSI and/or NQV, as the case may be, has received notice.


    Upon execution of this Amendment by the parties hereto the Termination
    Notice shall be hereby revoked and of no further force and effect. The
    Agreement, the Letter Agreement and the Operating Agreement, except as
    otherwise amended herein, shall constitute the full and entire understanding
    and agreement between the parties with regard to the subjects hereof and no
    party shall be liable or bound to any other in any manner by any
    representations, warranties, covenants and agreements except as specifically
    set forth herein, the Agreement, the Letter Agreement and the Operating
    Agreement. Except as expressly provided herein, the provisions of the
    Agreement shall remain in full force and effect to the extent not
    inconsistent with the terms of this Amendment. Capitalized terms used herein
    and not defined herein shall have the meaning ascribed to those terms in the
    Agreement or the Operating Agreement.


IN  Witness Whereof, the parties hereto have executed the Amendment as of the
    date set forth in the first paragraph hereof.

QUOKKA SPORTS, INC.


/s/ THOMAS P. NEWELL
--------------------------------------------------------------------------------
NAME:    THOMAS P. NEWELL
TITLE:   CHIEF OPERATING OFFICER

NBC QUOKKA VENTURES LLC


/s/ PAUL STARTZ
--------------------------------------------------------------------------------
NAME:    PAUL STARTZ
TITLE:   SECRETARY


NBC OLYMPICS, INC.


/s/ GARY ZENKEL
--------------------------------------------------------------------------------
NAME:    GARY ZENKEL
TITLE:   SENIOR VICE PRESIDENT
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