[Letterhead]
June 13, 1996
Xx. Xxxx Xxxxxx, Secretary
ASDAR GROUP
P.O. Box 789
Cardiff, CA 92007
RE: CASINOWORLD HOLDINGS, LTD./LICENSE AGREEMENT
Dear Xx. Xxxxxx,
We confirm the intent of CasinoWorld Holdings, Ltd. (Licensor) to
grant a non exclusive license and to cause a foreign gambling license
from the country of Ecuador to be issued to ASDAR Group (Licensee), a
publicly-held corporation, to utilize, market, and bankroll the Virtual
CasinoWorld (TM) software and hardware applications, know-how, trade
secrets, copyrights, and trademarks of Licensor and for Licensor to
grant a non-exclusive sub-license to the MindWire (TM) software
technology to Licensee under the following terms and conditions:
1. CONSIDERATION
-------------
The total license fee for the use of the Virtual CasinoWorld (TM)
application and the creation of a foreign gaming sub-license to be
issued from the country of Ecuador shall be Two Million Dollars
($2,000,000) and shall be payable as follows:
1.1 ASDAR shall issue Forty Million (40,000,000) (pre-reverse
split) or Four Hundred Thousand (400,000) (post-reverse split)
shares of Licensee's common stock. Common stock shall be
issued to licensor on or before September 1, 1996.
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June 13, 1996
Page 2
2. CONDITIONS PRECEDENT
--------------------
Licensor's grant of a nonexclusive license to Licensee shall be subject
to the following terms and conditions:
2.1 Licensee's execution of this Letter of Intent.
2.2 Licensee's certification that if a corporation in good
standing and validly existing under the laws of its
jurisdiction of incorporation.
2.3 Licensee's certification that its action entering this License
has been duly authorized by Licensee's board of directors and
any governmental agencies of any kind having jurisdiction over
Licensee and its activities.
2.4 Licensee's submission to Licensor, in a form and manner
acceptable to Licensor, of a commitment for a bankroll amount
irrevocably available to Licensee's site of not less than One
Million Dollars ($1,000,000) in U.S. Funds, and a marketing
plan acceptable to Licensor and Licensee's marketing budget of
not less than Two Million Dollars ($2,000,000).
2.5 Licensee's certification that entering this License will not
violate any other agreements of any kind to which Licensee is
a party and that this License will be enforceable by its
terms.
2.6 Licensee's counsel's opinion, in a form and content
satisfactorily to Licensor, of Paragraphs 2.2 through 2.5
above.
2.7 Licensee's acknowledgment of the proprietary nature of
Licensor's technology by execution of Licensor's standard
confidentially agreement.
2.8 Licensee's agreement that all publicity, press releases, and
public announcements of any kind, by whatever means of
dissemination, shall be subject to the prior approval of
Licensor.
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June 13, 1996
Page 3
3. LICENSE AGREEMENT TERMS AND CONDITIONS
--------------------------------------
The License shall contain the following terms and conditions:
3.1 It shall be nonexclusive and shall provide for an initial term
of Ten (10) years and shall be renewable thereafter year-to year
for an additional Five (5) year term.
3.2 It shall provide for a covenant not to compete to be binding
upon the Licensee and it shall incorporate provisions to
protect the confidentially of Licensor's trade secrets and
other technology.
3.3 It shall require the Licensee promptly to notify the Licensor
of any infringement by or upon any third parties and the
Licensor shall take such action it may deem reasonably
required, at law or equity, against the actions of any third
party infringements reported by the Licensee.
3.4 It shall require the Licensor to provide administrative
support and operational assistance through its affiliate, a
Republic of Ireland corporation now in formation and it shall
require Licensor to provide a copy of its Joint Venture
Agreement with Monacall with an opinion of counsel the
agreement has been duly executed, is valid, and is binding
according to its terms.
3.5 It shall require Licensor to cause a foreign gaming license to
be issued to the Licensee from the country of Ecuador.
3.6 It shall include provisions acceptable to the Licensor and the
Licensee for arbitration of their disputes in lieu of
litigation, assignability, amendments, choice of law,
indemnification, and related matters.
3.7 It shall require the Licensee to negotiate only with the
Licensor for all future rights for any telephone or satellite
on-line gambling technology and the required sub-licenses for
any virtual casino to be located in sovereign Indian Nations;
who are clients of the Licensee.
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June 13, 1996
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4. REVENUE SHARING TERMS AND CONDITIONS
------------------------------------
Simultaneously with execution of the license agreement, the
Licensee shall also execute a Revenue Sharing Agreement which shall
define revenues as the net win (gross revenues less pay-outs and
jackpots) and which shall provide for payment of thirty-three (33%)
percent of such net win to the Licensee and for payment of the balance
of such net win (sixty-seven (67%) percent) to the Licensor.
5. SCHEDULE OF EXECUTIONS
----------------------
5.1 Within thirty (30) days after execution of this Letter of
Intent, the Parties shall complete the exchange of all
documents, including a draft License, and the completion of
all steps identified in this Letter of Intent.
5.2 On or before September 1, 1996 the Parties shall execute the
License.
If the above meets with your approval, please sign below.
Cordially yours,
/S/ Xxxxxxx X. Xxxx
--------------------
Xxxxxxx X. Xxxx
Chief Executive Officer
ACCEPTED BY ASDAR GROUP
By: /S/ Xxxxxxxx X. Xxxxxx (SEAL)
----------------------
Its Authorized Agent
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