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EXHIBIT 6.2
LETTER OF INTENT
This Letter of Intent is dated May 13, 1996,
BETWEEN ADVANCED GAMING TECHNOLOGY, INC. a corporation duly
incorporated under the laws of Wyoming and having an
office at 2462, 000 Xxxx Xxxxxxx Xxxxxx, in the City
of Vancouver, British Columbia, Canada V6B 4NB.
("AGTI")
AND SEGA GAMING TECHNOLOGY, INC. a corporation duly
incorporated under the laws of Nevada and having an
office at 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxx Xxxxx,
Xxxxxx 00000.
("SGTI").
SGTI and AGTI propose the following:
1. SGTI and AGTI shall jointly develop a prototype of a new bingo game
called "Sonic Bingo," which is intended to be a high stake, fast playing,
electronic bingo game. This new bingo game shall be based upon AGTI's existing
bingo game technology and SGTI's proprietary Sonic The Hedgehog(R) character
and related trademarks. With respect to the prototype, the development budget
shall be $55,000; any expenditure in excess of this amount must be mutually
agreed by SGTI and AGTI. AT this time, SGTI and AGTI have contributed $5,500
each. They have agreed to share equally the remaining balance. This
production of the prototype is tentatively scheduled for completion by end of
June, 1996.
2. Upon completion of the prototype, SGTI and AGTI shall engage in
mutually agreed testing of the prototype, both as to its functionality and as
to its market potential.
3. Upon successful completion of the testing of the prototype, SGTI and
AGTI will form a new company ("Newco"), in legal form to be determined, for the
purpose of manufacturing, marketing, distributing and selling "Sonic Bingo."
4. In consideration of its sublicense to Newco to use Sonic The
Hedgehog(R) and related trademarks, SGTI shall own 60% of the capital stock of
Newco. In consideration of its license to Newco to use AGTI's bingo game
technology, AGTI shall own 40% of Newco. In
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addition, SGTI and AGTI shall each contribute initial working capital to Newco,
in an amount to be mutually agreed and in accordance with their respective
percentages of ownership of the capital stock of Newco. The board of directors
and officers of Newco shall be as mutually agreed by SGTI and AGTI.
5. All terms and conditions concerning the matters described in this
letter shall be stated in a definitive agreement that will be subject to the
approval of the parties, acting on advice of counsel. Those terms and
conditions will include representations, warranties, covenants, and indemnities
that are usual and customary in a transaction of this nature. SGTI and AGTI
anticipate that the definitive agreement will be executed as soon as possible
upon successful completion of the testing program.
6. Except as to Sections 1 and 2 above and in the following items (a)
through (d) below (which are intended to be binding and enforceable), there is
no legally binding or enforceable contract between the parties pertaining to
the subject matter of this Letter of Intent, and statements of intent or
understandings in this Letter of Intent shall not be deemed to constitute any
offer, acceptance, or legally binding agreement and do not create any rights or
obligations for or on the part of any party to this Letter of Intent.
(a) Confidentiality: Any confidential or proprietary matters (except
publicly available or freely usable material as otherwise lawfully
obtained from another source) respecting any party will be kept in
strict confidence by the other party to this Letter of Intent. If for
any reason the subject transaction does not occur, or if this Letter
of Intent is terminated for any reason, then each party will return
all confidential or proprietary materials that it has received from
the other party to the disclosing party, and (upon request) will
certify in writing that it has retained no copies of the same.
(b) Publicity: Neither party will issue any public announcement
concerning the transaction or this Letter of Intent without the
approval of the other party, except as may be required by law. The
parties intend to issue a joint press release announcing this Letter
of Intent, in form mutually agreed.
(c) Fees and Expenses: Each party agrees to pay the legal and other fees
and expenses incurred by it related to the matters
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described in this Letter of Intent, whether or not the definitive
agreement is executed.
(d) Termination: Either party may terminate this Letter of Intent
immediately upon notice to the other party. In the event of
termination, SGTI shall have no further right with respect to AGTI's
technology, and AGTI shall have no further rights with respect to
Sonic The Hedgehog(R) and related trademarks.
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IN WITNESS THEREOF the parties have executed or caused this Letter of
Intent to be executed by their duly authorized officers as of the day and first
above written.
SEGA GAMING TECHNOLOGY, INC.
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By: Xxxxxxx X. Xxxxxxxxx
Its: President
ADVANCED GAMING TECHNOLOGY, INC.
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By: Xxxxxx X. Xxxxxx
Its: President
