CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24 b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A COMPLETE COPY OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT (the "MOA") is made as of September 15,1999 (the "Effective Date") by and between QUOKKA SPORTS, INC., a corporation organized under the laws of Delaware, with principal offices at 525 Brannan Street, San Francisco, CA. 94107 ("quokka") and INTEL CORPORATION, a corporation organized under the laws of the state of Delaware, with principal offices at 2200 Mission College Blvd., Santa Clara, California 95052 ("Intel").

RECITALS

quokka provides digital interactive media coverage of various sporting events through, among other channels, a site on the World Wide Web located currently at the URL "http: //www. quokka. com" (the "Site"). Intel is a manufacturer of microprocessors, software and systems, and internet services and solutions.

Intel desires to be a digital entertainment sponsor in connection with quokka. com and the event coverage therein, and to receive the rights and benefits as more fully described herein.

quokka desires to secure certain promotional consideration and exposure in connection with Intel promotional activities.

quokka wishes to purchase and Intel wishes to provide certain Internet data services as more fully set forth herein.

In accordance with that certain Software License and Development Agreement dated March 20, 1998 (as amended on August 10, 1998) between Intel and quokka (the "Original Development Agreement"), the parties (among other things) cooperatively participated in the development of an application and related software for the purposes of production and delivery of multiple high bandwidth media streams to allow end users to customize their viewing experience of a lives porting event (the "Application"). quokka wishes to acquire from Intel, and Intel wishes to provide to quokka, certain development services to further develop the Application, as well as other projects.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. TERM: The term of this MOA shall commence on September 15, 1999 and conclude December 31, 2002, unless terminated sooner in accordance with the terms of this MOA (the "Term").

2. OBLIGATIONS OF THE PARTIES

2.1 Development.