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EXHIBIT 6.4
PURCHASE AGREEMENT BETWEEN OMICRON TECHNOLOGIES INC.,
AND KALEIDOSCOPE INTERNATIONAL LTD.
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EXHIBIT 6.4
PURCHASE AGREEMENT
This agreement is made this 16th day of July 1999,
BETWEEN
OMICRON TECHNOLOGIES INC., (a Washington Corporation) having offices at
000 X. Xxxxxxxx Xxxxxx, Xxxxx 000-000, Xxxxxxxxxx XX 00000.
AND
KALEIDOSCOPE INTERNATIONAL LTD. (a Belize Corporation) having an
address of #1759, Belize City in the Country of Belize
WHEREAS, Kaleidoscope & Omicron desire to enter into a Purchase Agreement
whereby Omicron will acquire, for common shares, the assets of Kaleidoscope
listed in 1) which are primarily associated with Internet Bingo gaming.
1) The assets of Kaleidoscope are entirely free of any encumbrances and consist
of the following:
a) Three Universal Resource Locators with the names
i) xxxxxxxxxx.xxx
ii) xxxxxxxx.xxx
iii) xxxxxxxx.xxx
b) Sony Digital Camera and cabling.
c) Demonstration drivers for Java Camera.
d) MaXuM Bingo html development software and design.
e) A 300 megahertz Celeron computer with 96megabytes of RAM, 4.3 Gigabyte
Harddrive, 24speed CD ROM, 17 inch monitor and all the peripherals including
but not limited to all of the foregoing.
2) Omicron shall pay to Kaleidoscope 250,000 shares for the assets listed
above, subject only to the trading and other restrictions on such shares
normally required by the Securities and Exchange Commission of the United
States.
3) Omicron shall obtain right of possession for these assets immediately upon
signing of this agreement. If regulatory approval is not achieved within
three months of the signing date, then this agreement shall become null and
void
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and all of the aforementioned assets shall become the property of
Kaleidoscope.
4) Entire Agreement This Agreement reflects the final expression of the parties
agreement and contains a complete and exclusive statement of the terms of
that agreement, which such terms supercede all prior oral and written
agreements or statements by and among the parties. There are no other
agreements, representations, or warranties not set forth herein. No
representation, statement, condition or warranty not contained in this
Agreement not referred to herein or attached hereto will be binding on the
parties or have any force or effect whatsoever.
5) Notices Any notice or other document to be given or to be served upon any
party hereto in connection with this Agreement must be in writing (which may
include facsimile) and will be deemed to have been given and received when
delivered to the address given in this Agreement; or if none is specified,
to the last known address of the party to receive the notice. Any party may
at any time by giving five (5) days' prior written notice to the other party,
designate any other address in substitution of the foregoing address to which
such notice will be given.
6) Severability in any provision of this Agreement or the application of such
provision to any person or circumstance shall be held invalid for any reason,
the remainder of this Agreement or the application of such provision to
persons or circumstances other than those to which it is held invalid shall
be unaffected by such holding. If the invalidation of any provision
materially alters the Agreement of the parties, then the parties shall
immediately adopt new provisions to replace those that were declared invalid.
7) Non-Waiver The failure of any party to insist upon prompt and punctual
performance of any term or condition of this Agreement, or the failure of any
party to exercise any right or remedy under the terms of this Agreement on
any one or more occasions shall not constitute a waver of that or any other
term, condition, right, or remedy on that or any subsequent occasion, unless
otherwise expressly provided for herein.
8) Arbitration Except as otherwise provide for in this Agreement, any
controversy or claim arising out of this Agreement, the interpretation of any
of the provisions hereof, or the action, inaction or breach of any party
hereunder shall be settled by binding arbitration in Washington State, U.S.A.
Any award or decision obtained from any such arbitration shall be final and
binding upon the parties, and judgement upon any award thus obtained may be
entered in any court having jurisdiction thereof. There shall be one
arbitrator, mutually agreeable to the parties, or if the parties cannot agree
on an arbitrator, then an arbitrator shall be appointed by a court of
competent jurisdiction. The loosing party shall pay all of the expenses of
the arbitration. No action in law or in equity based upon any claim arising
out of or related to this Agreement shall be instituted in any court by any
party except (a) an action to compel
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arbitration pursuant to this Agreement or (b) an action to enforce an award
obtained in an arbitration proceeding in accordance with this Agreement.
9) Attorney's Fees In the event that any dispute between the parties should
result in litigation or arbitration, the prevailing party in such litigation
or arbitration shall be entitled to recover from the other party all
reasonable fees, costs and expenses of enforcing any right of the prevailing
party, including without limitation, reasonable attorney's fees, expert
witness fees and expenses. Attorney fees and costs include costs for such
items for any appeals. This paragraph shall remain independent from any
judgement entered to enforce its terms, shall not merge therewith, and shall
entitle the prevailing party to attorney's fees and costs incurred in
connection with post judgement collection and enforcement efforts.
10) Additional documents and Acts Each party agrees to execute, acknowledge and
deliver such additional documents and instruments and to perform such
additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement
and the transactions contemplated hereby, and each party agrees to act in
good faith and fair dealing in facilitating, maintaining and carrying out
the duties and obligations of this Agreement.
IN WITNESS WHEREOF, the parties hereby execute this Agreement effective on the
date first indicated above.
KALEIDOSCOPE OMICRON TECHNOLOGIES,
INTERNATIONAL LTD. INC.
By /s/ XXXXX XXXXXXXX By /s/ XXXXXXX XXXXXXX
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Xxxxx Xxxxxxxx - Xxxxxxx Xxxxxxx, President
Authorized Signatory
Witness to the signature of Witness to the signature of
Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
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