Exhibit 10.15
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made this 15th day of July, 2000.
hereinafter referred to as the "Effective Date".
B E T W E E N:
CYBER ISLAND CONSULTING LTD.
hereinafter referred to as the "Consultant"
-and-
PLAYSTAR WYOMING HOLDINGS CORP.
hereinafter referred to as the "Client"
WHEREAS both companies have been incorporated pursuant to the
laws of the Island of Antigua, and have their head office in the City of St.
John's, Antigua;
WHEREIN the Client is in the business of operating a Casino on
the Island of Antigua, and wherein the Client agrees to retain the services of
the Consultant for compensation and whereas the Consultant agrees to provide
certain services for such compensation;
IN CONSIDERATION of the mutual covenants herein contained (the
adequacy of which consideration each of the parties hereto is mutually
acknowledged), the parties hereby covenant and agree as follows:
Term and Appointment:
1. The term of this Agreement, is a fixed term of three (3) years
commencing on July 15, 2000, and ending on July 14, 2003,
whereupon this Agreement shall automatically renew in its
entirety, save and except the level of compensation, from year
to year thereafter on the anniversary of July 15, unless
otherwise terminated pursuant to the terms contained herein.
The parties agree that any compensation payable during the
renewal period shall be negotiated by the parties, but in any
event shall not be less than the compensation level payable as
of July 14, 2003, plus the Cost of Living Index.
Duties and Responsibilities of the Consultant:
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1. The Consultant's duties and responsibilities shall be as
follows:
(a) to provide the services of a Senior Gaming Consultant to
the Client with the responsibility of reporting only to
the Chief Executive Officer of the Client to a minimum of
four (4) times per year;
(b) to manage the day to day affairs of the Client in
Antigua;
(c) to receive the reporting from all personnel, servants,
agents, and officers in the employ of the Client based in
Antigua;
(d) to be the sole authorizing voice for all corporate
affairs of the Client in dealing with the public.
Compensation:
1. In return for the Consultant providing the services as set out
in paragraph 2 above, the Client agrees to compensate the
Consultant during the fixed term and the Consultant agrees to
accept such compensation during the fixed term for its
services on the following basis:
(a) a monthly fee shall be paid by the Client to the
Consultant in the amount of Five Thousand Five Hundred
Dollars ($5,500.00)US per month, for the period
commencing July 15, 2000, and ending on January 14, 2001,
the first payment due and payable on the 15th day of
August 2000, and on the 15th day of each month
thereafter, except for the last payment which will be due
on January 14, 2001;
(b) a monthly fee shall be paid by the Client to the
Consultant in the amount of Six Thousand Five Hundred
Dollars ($6,500.00)US per month, for the period
commencing January 15, 2001, and ending on July 14, 2001,
the first payment due and payable on the 15th day of
February 2000, and on the 15th day of each month
thereafter, except for the last payment which will be due
on July 14, 2001;
(c) a monthly fee shall be paid by the Client to the
Consultant in the amount of Nine Thousand Dollars
($9,000.00)US per month, for the period commencing July
15, 2001, and ending on January 14, 2002, the first
payment due and payable on the 15th day of August 2001,
and on the 15th day of each month thereafter, except for
the last payment which will be due on January 14, 2002;
(d) a monthly fee shall be paid by the Client to the
Consultant in the amount of Twelve Thousand Dollars
($12,000.00)US per month, for the period commencing
January 15, 2002, and ending on July 14, 2002, the first
payment due and payable on the 15th day of February 2002,
and on the 15th day of each month thereafter,
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except for the last payment which will be due on July 14,
2002;
(e) a monthly fee shall be paid by the Client to the
Consultant in the amount of Fifteen Thousand Dollars
($15,000.00)US per month, for the period commencing July
15, 2002, and ending on July 14, 2003, the first payment
due and payable on the 15th day of August 2002, and on
the 15th day of each month thereafter, except for the
last payment which will be due on January 14, 2003;
(fj) After July 14, 2003, the fees to be paid shall be subject
to mutual agreement between the parties, but in any event
shall not be less than the compensation level payable as
of July 14, 2003, plus the Cost of Living Index.
(g) a car allowance of Three Hundred Dollars ($300.00)US per
month, the first payment due and payable on the 15th day
of August 2000, and on the 15th day of each month
thereafter, which will continue throughout the fixed term
of this Agreement, and is thereafter subject to mutual
agreement between the parties, but in any event shall not
be less than the compensation level payable as of July
14, 2003;
(h) the sum of One Thousand Dollars ($1,000.00)US per month,
as a contribution towards rental of office space for the
Consultant, the first payment due and payable on the 15th
day of August 2000, and on the 15th day of each month
thereafter, which will continue throughout the term of
this Agreement, and is thereafter subject to mutual
agreement between the parties, but in any event shall not
be less than the compensation level payable as of July
14, 2003.
Conditions:
The term of the Agreement is conditional upon the Client,
under the services of the Consultant, generating a minimum of
Four Hundred Thousand Dollars ($400,000.00)US, in gross profit
from all revenues derived from all sources at the completion
of the first year of this Agreement.
1. If the Client, under the services of the Consultant, meets the
foregoing criteria as specified in paragraph 4 above, then the
Agreement shall be automatically extended for the remainder of
the term and can not be terminated by the Client.
1. In addition, if the Client, under the services of the
Consultant, meets the foregoing criteria as specified in
paragraph 4, then the Consultant shall receive a
non-discretionary performance bonus consisting of 250,000
unrestricted free-trading shares of the capital stock of the
Client, issued for each ($250,000.00 US) of net revenue win by
Playstar, up to a maximum of four (4) million shares. Each of
the 250,000 shares shall be issued simultaneously as each
threshold level of net revenue win is achieved by the Client.
1. In the event that the Client, under the services of the
Consultant, does not meet the foregoing criteria specified in
paragraph 4 above, then the Client may, at its'
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sole discretion, terminate this Agreement and declare it at
an end at the conclusion of the first year of the Agreement,
or the Client may, at its' sole option, extend the Agreement
upon terms to be mutually agreed upon.
1. For the purposes of this Agreement "Net Revenue Win" is
defined as:
(a) the amount deposited in xxxxxx by customers, less the
amount withdrawn in wager winnings by customers, plus
(b) the gross revenue received from licensing portal and
affiliate programs.
(c) the term "Net Revenue Win" is a "gross" term, which makes
no allowance for deductions for expenses or otherwise.
Confidentiality Clause:
1. The parties agree that they will hold all information
confidential regarding this transaction. Information and data
made available to the parties in relation to the business
operations, capitalization, prospects, and affairs of the
Consultant and/or the Client, and/or its principals, will be
held in strict confidence by both parties.
Additional Provisions:
1. The parties hereby acknowledges receipt of a copy of this duly
executed Agreement by the other.
1. This Agreement and any rights or obligations hereunder are not
assignable by any party, without the express written consent
of the other.
1. This Agreement shall enure to the benefit of and be binding
upon the respective successors and permitted assigns of the
parties hereto.
1. This Agreement supercedes all other agreements or contracts
entered hereto.
1. This Agreement is exclusive between the parties. The Client
herein agrees that the Consultant is its exclusive consultant
and that while this Agreement is in existence, valid and
binding between the parties, that at no time shall it enter
into any Agreement for similar services with any other party.
Signing Incentive:
1. Upon signing this Agreement the Consultant, as a signing
bonus, shall receive one (1) million unrestricted free-trading
common shares of the Client, to be issued by the Client upon
execution of this Agreement. Such entitlement to the aforesaid
shares shall vest immediately upon execution of this Agreement
and is irrevocable by the Client at any time thereafter. Such
shares are to be delivered to the Consultant within 30 days
from the date of execution herein.
Representations and Warranties:
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1. The parties each acknowledge, represents and warrants, one to
the other that:
(a) Binding Obligations - this Agreement to which each is a
party constitutes a legal, valid and binding obligation
of each and is enforceable against each in accordance
with their respective terms;
(b) Approvals and Consents - none of the parties to this
Agreement requires any approval or consent of any
governmental authority or agency having jurisdiction
(except such as have already been obtained) or is in
conflict with any other party with respect to the
entering into of this Agreement;
Dispute Resolution:
1. The parties to this Agreement hereby consent to resolving any
disputes concerning the application and interpretation of this
Agreement to binding Arbitration, wherein an arbitrator shall
be selected within thirty (30) days of the day that a party
elects to invoke this provision, and the hearing shall take
place with thirty (30) days from the date of appointment of
the arbitrator, and each party shall bear his own costs.
Governing Jurisdiction:
1. The parties agree that they attorn to the laws of the Island
of Antigua.
Notices:
1. Any notice, demand or other communication required or
permitted to be given to any party to this Agreement shall be
in writing and shall be personally delivered, sent by
registered mail, postage prepaid, or sent by telex,
telecopier, e-mail or similar method of communication,
addressed as follows:
To the Consultant:
To the Client:
Either party may from time to time change its address by
written notice to the other party given in accordance with the
provisions of this paragraph. Any notice, demand or other
communication given by (i) personal delivery shall be deemed
to have been received on the date of actual delivery, (ii) by
registered mail shall
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be deemed to have been received on the fifth Business Day
following deposit thereof in the mail and (iii) by telex,
telecopier, e-mail or similar method of communication shall be
deemed to have been received on the first Business Day
following the date of transmission thereof.
Severability:
20. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
Miscellaneous:
21. In the event that any action to be taken under this Agreement
falls on a day which is not a Business Day, then such action
shall be taken on the next succeeding Business Day.
21. This Agreement constitutes the entire agreement between the
parties pertaining to its subject matter and supersedes all
prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the
parties and there are no warranties, representations or other
agreements between the parties in connection with its subject
matter except as specifically set forth in this Agreement. No
supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by all of the parties.
21. In this Agreement, words importing the singular number include
the plural and vice versa and words importing gender include
all genders.
21. The division of this Agreement into paragraphs and
subparagraphs and the insertion of headings are for
convenience of reference only and shall not affect the
construction or interpretation of this Agreement.
21. References to a specified paragraph or subparagraph shall be
construed as references to that specified paragraph or
subparagraph only, unless the context otherwise requires.
21. The representations and warranties contained shall survive the
execution and delivery of this Agreement.
21. This Agreement may be executed in counterparts and by
facsimile transmission and any such execution shall be valid
and binding as if an original copy of same.
22. The parties herein each acknowledge that they have read this
Agreement in its entirety, have either sought independent
legal advice or waive such right to seek independent legal
advice, are of an age of majority and not under any disability
and capable of understanding its contents, and are prepared to
be bound by its contents.
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IN WITNESS WHEREOF this Agreement has been executed, signed,
and sealed, by the parties hereto.
Date: Per: /s/ Xxxxxxx Xxxxxxxxxx
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Cyber Island Consulting Ltd.
Date: Per: /s/ Xxxxx Xxxxxxxx
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Playstar Wyoming Holdings Corp.
