EXHIBIT 4.34
THE EASTERN CARIBBEAN SUPREME COURT
IN THE HIGH COURT OF JUSTICE
ANTIGUA AND BARBUDA
CLAIM NO. ANUHCV 2003/0193
BETWEEN:
SINSATIONAL INTERTAINMENT INCORPORATED
Claimant
AND
WORLD GAMING PLC
SOFTEC SYSTEMS CARIBBEAN INC.
Defendants
- and in the matter of an -
ARBITRATION UNDER THE RULES OF ARBITRATION
OF THE INTERNATIONAL CHAMBER OF COMMERCE
BETWEEN:
SINSATIONAL INTERTAINMENT INCORPORATED
CLAIMANT
AND
WORLD GAMING PLC
STARNET SYSTEMS INTERNATIONAL INC.
(FORMERLY SOFTEC SYSTEMS CARIBBEAN INC.)
RESPONDENTS
SETTLEMENT AGREEMENT
Effective October 31, 2003
The undersigned parties hereby enter into this settlement agreement
pursuant to the terms set out below (the "Settlement Agreement"):
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WHEREAS Sinsational Intertainment Incorporated ("Sinsational") and Softec
Systems Caribbean Inc. (succeeded by Starnet Systems International Inc.,
hereinafter "Starnet") entered into a software license agreement (the
"Agreement") on March 4, 1999;
AND WHEREAS World Gaming PLC ("World Gaming"), Starnet's parent corporation,
provided notice of termination of the Agreement, effective April 14, 2003;
AND WHEREAS Sinsational commenced proceeding no. ANUHCV 2003/0193 in the High
Court of Justice of Antigua and Barbuda (the "Court Proceedings") on April 14,
2003;
AND WHEREAS the Court Proceedings were stayed, pending arbitration, by the High
Court of Justice of Antigua and Barbuda on June 27, 2003;
AND WHEREAS arbitration proceedings were initiated in the International Chamber
of Commerce - International Court of Arbitration (the "Arbitration");
NOW THEREFORE in consideration of the covenants, agreements and releases set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,
THE PARTIES HEREBY AGREE as follows and THAT this Settlement Agreement
constitutes the full and final resolution of any and all claims or potential
claims of any party against any other party, on the following terms:
1. Other than as expressly stated in the Settlement Agreement, neither
this Settlement Agreement nor any step taken to carry out the
Settlement Agreement, nor any document relating to it may be construed
as or may be used as an admission by or against any party, of the
truth of any allegations of liability by any party or as a waiver of
any applicable legal right or benefit other than as expressly stated
in the Settlement Agreement.
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2. The parties shall, forthwith after completion of the matters described
in paragraphs 3 to 7 below, take out an order or similar document in
the Court Proceedings and in the Arbitration, either dismissing or
discontinuing all claims or counterclaims, as the case may be, on
consent and on a without-costs basis. Each party shall provide a copy
of any such court or arbitral order, once issued, to all other parties
to this Settlement Agreement.
3. The parties shall execute a full and final mutual release of each
other in respect of all claims arising out of the Agreement, its
manner of performance or its termination, in the form annexed hereto
as Schedule "A".
4. Sinsational shall seek to obtain any refund available to it in respect
of the arbitration fee paid to the International Chamber of Commerce -
International Court of Arbitration.
5. If the arbitration fee paid, net of the refund to Sinsational referred
to in paragraph 4 above, is equal to or less than five thousand U.S.
dollars (US$5,000.00), Sinsational shall bear the arbitration fee in
its entirety.
6. If the arbitration fee paid, net of the refund to Sinsational referred
to in paragraph 4 above, exceeds five thousand U.S. dollars
(US$5,000.00), World Gaming shall reimburse to Sinsational 50 per cent
of the total amount of the arbitration fee net of the refund obtained
by Sinsational.
7. World Gaming and Starnet shall forthwith deliver to Sinsational, in a
form and format to be agreed upon ahead of time by the parties acting
reasonably, all data and documents, whether in electronic, paper or
any other format, in their possession or control:
a) that contain information on or concerning, or any listing of,
Sinsational's customers, including (without limitation) names,
addresses, credit cards or accounts;
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b) thatcontain information or data related to customer transactions,
including (but not limited to) withdrawals, deposits, bonuses,
gaming transactions and records, accounting records and any other
records dealing with the movement of monies from or to customers;
c) that originated from or belong to Sinsational;
d) that contain information derived from the data and documents
described in a), b) or c) above,
(collectively the "Business Information"). With respect to such
Business Information, World Gaming and Starnet hereby undertake, as a
condition of the Settlement Agreement, that they will delete all, and
will keep no copies of, such Business Information from or in their
records and will cooperate with Sinsational to afford Sinsational a
reasonable opportunity of inspection of their computer and other
systems to ensure that such deletion has been accomplished. World
Gaming and Starnet further agree to forthwith inform Sinsational of
the existence and location of any copies of some or all of the
Business Information that originated with them but are in the hands of
other parties and to make their best efforts to retrieve such
information at the earliest reasonable opportunity.
This Settlement Agreement, together with the recitals and the full and
final release to be executed by the parties, constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior understandings, representations, negotiations,
discussions and agreements, whether oral or written, which may have
occurred prior hereto. There are no other warranties or representations
among the parties in connection with the subject matter of the Settlement
Agreement, except as specifically set forth herein, and none have been
relied upon by the parties in entering into this Settlement Agreement.
9. Sinsational, World Gaming and Starnet agree that the terms and conditions
of this Settlement Agreement shall be held strictly confidential by them
and shall not be disclosed to any person or entity whatsoever except to
professional advisors or as otherwise required by any applicable laws.
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10. The recitals to this Settlement Agreement form part of this Settlement
Agreement.
11. This Settlement Agreement may be executed in counterparts, and delivered by
facsimile transmission if followed by a mailed original version. It is
agreed that any signature on a faxed version of this Settlement Agreement
shall have the full force and effect as if such signature were in original
form.
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Dated at ____________________ this ______ day of October, 2003.
________________________ ________________________________________
Witness Xxx Xxxxxx
for Sinsational Intertainment Incorporated
I have authority to bind the corporation.
Dated at ____________________ this ______ day of October, 2003.
________________________ ________________________________________
Witness Xxxxxxx Xxxxxx Xxxxx
for World Gaming PLC
I have authority to bind the corporation.
Dated at ____________________ this ______ day of October, 2003.
________________________ ________________________________________
Witness Xxxxxxx Xxxxxx Xxxxx
for Starnet Systems International Inc.
(formerly Softec Systems Caribbean Inc.)
I have authority to bind the corporation.
/cm
