Exhibit 10.15
Heads of agreement
Casino project, Paramaribo, Suriname.
The Parties to the agreement ("the Parties"):
Conserver Corporation of America--A company listed on the NASDAQ exchange, or
its nominee, ("Conserver"), and
Parbhoe's Handelmij N.V.--A Surinamese privately owned Limited Liability Company
based in la Paramaribo, ("Parbhoe")
It is agreed, subject to final board approval, that:
Whereas Parbhoe own and operate the Plaza building in Paramaribo, and are in
possession of a valid casino license for that building signed by the President
of Suriname, and
Whereas, Conserver has the wherewithal to fund the construction of an
international standard casino in the Plaza building, and possesses the ability
to operate the casino to international standards, the Parties agree that:
1. A 50/50 joint venture (JV) between the Parties will be established in a tax
efficient way, which reflects due attention to accounting situations.
2. The 15-year casino license will be transferred to the JV.
3. Parbhoe will grant to the JV a lease of the ground and first floors of the
Plaza building, at a rent of US$200,000 per annum. The lease to run
concurrently with the licensing period and to escalate at the normal local
index. The lease to be renewed on the same terms during subsequent casino
license extension periods.
4. Parbhoe will undertake to fund the cost of installation of the air-handling
equipment within the leased space.
5. Conserver undertakes to fund and supervise the fit-out of the casino space,
currently estimated at US$2.8 million.
6. Conserver to provide all equipment necessary to operate the casino,
including, but not restricted to, gaming, security and computing equipment.
Cost for data equipment to be estimated as follows:
Slot machines (180 @ $10,000 each) US$1,800,000
20 Gaming tables & equipment 400,000
Security equipment 400,000
Total: US$2,600,000
7. The JV to contract with Conserver to operate the casino at a management fee
of 3% of Gross Operating Revenue plus an incentive fee of 10% of Gross
Operating Profit. The management contract to run for 15 years and to be
renewed, on the same terms, for a period equal to any extension periods
granted for the current casino license.
8. Conserver to fund the costs of all pre-opening expenses, currently
estimated at US$250,000.
9. Conserver to provide the initial casino float, currently estimated at
US$250,000.
10. It is further agreed between the Parties that all available operating
cashflow generated by the casino will be set against the initial capital
cost of the project. No distributions will be made to shareholders, prior
to the repayment of the initial investment by Conserver.
The Parties agree to negotiate exclusively together for a period of 90 days from
the date of this agreement. Both Parties will endeavor to complete all necessary
documentation within this period.
Signed on behalf of Conserver Corporation /s/
of America: -------------------------------
Position: -------------------------------
2nd October, 1997
Dated: -------------------------------
/s/
Signed on behalf of Parhoe's Handelmij N.V. -------------------------------
Position: -------------------------------
3rd October, 1997
Dated: -------------------------------
