EXHIBIT 10.15
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
AGREEMENT
BETWEEN
DCI INC., A BODY CORPORATE, WITH A HEAD OFFICE LOCATED
IN THE CITY OF ROSEAU, IN THE COMMONWEALTH OF DOMINICA
(HEREINAFTER REFERRED TO AS THE "MASTER LICENSEE")
AND
ICRYSTAL INC., A PUBLICLY TRADED COMPANY WITH A TRADING
SYMBOL ICRS, TRADING ON THE NASD OTC BB, (HEREINAFTER
REFERRED TO AS THE "SOFTWARE PROVIDER")
WHEREAS the Master Licensee has an ongoing internet casino operation located in
the city of Roseau in the Commonwealth of Dominica complete with 24 hour
customer support and all necessary technical, e-commerce and server equipment
necessary to sustain multiple Internet casino sites;
AND WHEREAS the Software Provider is in the business of creating and developing
unique and proprietary internet gaming and website software;
AND WHEREAS there is an existing Agreement currently between the two parties
dated April 8, 1999;
AND WHEREAS the Master Licensee is desirous of licensing 3 themed Internet
Casino sites, hereinafter referred to as the "Casinos", which are based upon a
concept or themes more fully described below, but which are operated by the
Master Licensee based upon software licensed from the Software Provider;
THEREFORE the parties hereto hereby agree to the following terms and
conditions:
1. COMPENSATION: The Master Licensee shall pay the Software Provider the sum of
[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] to be
paid in the following manner;
[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]
Deposit Previously Received
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[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]
Upon execution of this Agreement
[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]
On or before date which casino number 3 is ready for operation
[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]
TOTAL
The Master Licensee shall receive 60% of the NET GAMING REVENUE for the first
[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] of
the total monthly NET GAMING REVENUE derived from the Internet casinos, more
fully described in Clause 4.a. of this Agreement and 70% of the NET GAMING
REVENUE for all monthly NET GAMING REVENUE in excess of [CONFIDENTIAL MATERIAL
REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]. Example is listed in
Schedule A hereto attached. NET GAMING REVENUE is fully defined in Clause 5 of
this Agreement. It is understood by all parties that monthly NET GAMING REVENUE
totals shall be derived from the accumulated totals from all Casinos, save
Bingo, operated by, or associated with, the Master Licensee.
2. DUTIES AND OBLIGATONS OF THE MASTER LICENSEE: The Master
Licensee shall be responsible for, but not limited to, the following duties and
obligations:
a. To provide 24 hour live customer service and support for the Casinos.
b. To maintain all hardware and servers associated with the Casinos.
c. To provide e-cash services and credit card processing for the customers of
the Casinos.
d. To pay, as required, the Software Provider's portion of NET GAMING REVENUE
by the l6th day of the following month from which the revenue was received.
e. To be responsible for the bandwidth charges relating to the operation of
the Casinos.
f. To provide direction and insight into the development of the theme of the
websites.
g. To be responsible for the promotion and advertising for the Casinos.
h. To be responsible for payment with regard to the promotion and advertising
for the Casinos.
i. To be responsible for bandwidth charges relating to the operation of the
Bingo Site as per Clause 21 of this Agreement.
3. DUTIES AND OBLIGLIONS OF THE SOFTWARE PROVIDER: The
Software Provider shall be responsible for, but not limited to, the
following duties and obligations:
a. To create a complete website for the 3 Casinos based upon the
following themes and styles;
Casino 1 - Blackjack Castle, consisting of 8 versions of
Blackjack, 3 video poker 3 Triple Play video poker, and 3
slot machines (when available)
Casino 2 - Triple Play Casino, consisting of 15 versions of
Triple Play video Poker and up to five other games
Casino 3 - Slot Machine casino, consisting of up to 20 slot
machines, along with 4 other games.
The cost of the website creations are included in the compensation that is
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described in Paragraph 1 of this Agreement. Any modifications to the
websites or Casino sites that are requested by the Master Licensee, and
that are agreed to by the Software Provider, after the completion of the
websites or casino sites shall be charged out to the Master Licensee at
the Software Provider's hourly rate, which is currently $40.00 US.
b. To provide a games package to each Casino site consisting of the games
specified in Clause 4.a above. Any changes to the games package after the
Casino site has been must have the written approval of the Software
Provider and will be implemented at an additional cost to the Master
Licensee.
c. To provide technical support regarding the software at all times at no
charge. The Software Provider also has taken all necessary steps to ensure
the software is Y2K compliant.
4. NET GAMING REVENUE: Net Gaming Revenue is described as follows;
Customer Purchases LESS Customer Payouts
LESS E-Commerce Charges (currently 10%) LESS Bank Card Holdback (currently 5%
for 180 days) LESS Chargebacks LESS Jurisdiction Tax Dominica = 5%)
= NET GAMING REVENUE
IT SHOULD BE NOTED THAT THE ABOVE E-CASH CHARGES ARE SUBJECT TO CHANGE
AND THAT THE HOLDBACK AMOUNT WILL BE AVAILABLE FOR DISTRIBUTION AS SOON AS IT IS
RELEASED BY THE CREDIT CARD PROCESSOR.
RELATIONSHIP: There is an existing Master Licensee Agreement in place between
the Software Provider and the Master Licensee. It is agreed by all parties that
once the websites are completed and the Casino sites delivered, the obligations,
other than ongoing technical support, of the Software Provider will have been
deemed to be completed and the fees earned in their entirety.
5. GAMES PACKAGES: Once the Games Packages have been agreed upon by both
parties, they shall be signed off by both parties and become an integral part of
this Agreement. It is understood by both parties hereto that the Games Packages
shall consist of a variety of games comprised from the various versions of video
poker, slot machines, blackjack and other games which will be made available
from time to time.
6. ADVERTISING EXPENDITURE: The Master Licensee agrees to spend A minimum of 10%
of the previous month's NET GAMING REVENUE on advertising and promotional
expenditures on any calendar month.
7. TERM: This Agreement shall be binding upon, and endure to the benefit of the
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parties hereto for a ten year period from the date of execution. Provided there
is no breach, the Master Licensee may extend this Agreement for a further
ten-year period provide that the manager gives the Software Provider written
notice of its intent at least 60 days prior to the expiry of the first ten year
period. At the expiry of the second 10 year period, provided the Master Licensee
is not in breach of this Agreement, such breach as determined by a court justice
or independent arbitrator, the Master Licensee shall have the option to extend
this Agreement for further ten-year periods, and so on, indefinitely.
8. NON-EXCLUSIVE: It is understood by all parties hereto that the Software
Provider is in the business of licensing it's proprietary software and that the
software provided for either the websites or the Casinos are of a non-exclusive
nature and that the Software Provider will be licensing out similar or identical
software or games to other parties at its sole discretion.
9. DELIVERY DATE: It is recognized and understood by all parties that the
Software Provider shall make every effort to deliver both the websites and the
Casinos on an expedited basis but, as input from the Master Licensee will be
required, there is no guarantee as to the expected completion date.
12. TERMINATION: Either party may terminate this Agreement upon breach by the
other party by giving 60 days written notice of the details of the breach and
allowing the offending party the opportunity to cure such breach during the 60
day notice period. If either party receives notice from the other party of an
alleged breach, the breach must be a breach as determined by court justice or
the independent arbitrator as set forth in Clause 13 of this Agreement. Both
parties address for formal notice are written below. In the event the address
changes for any of the parties, it is the responsibility of that party to notice
the other party.
Software Provider
ICrystal Inc.
0000 Xxxx Xxxxxx Xxx.
Xxxxx 000 X
Xxxxxx, XX Xxxxxx, X0X 0X0
Master Licensee
DCI Inc.
00 Xxxxxxxxxxxx Xx.
Xxxxxx, Xxxxxxxx
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13. ARBITTRATION: Any dispute regarding this Agreement shall be settled by
binding independent arbitration in effect for the province of British Columbia
Canada and both parties hereto agree to accept and abide by the decision of the
arbitrator.
14. SITUS: This Agreement shall be interpreted under the laws of the province of
British Columbia, Canada and if any part of this Agreement should be found to be
unenforceable, then the remainder of the Agreement shall remain unaffected and
shall remain in force.
15. PREAMBLE: The preamble is and forms an integral part of this Agreement.
16. OWNERSHIP: It is understood by all parties that the Master Licensee is the
owner of the Casino sites and that in the event of termination or expiry of this
Agreement, ownership of the Casino and websites, subject to the previous
agreement in place between the Master Licensee and the Software Provider,
remains with the Master Licensee.
17. TIME: Time is of the essence hereof
18. BINDING: This Agreement shall be binding upon the heirs, assigns, trustees,
assessors or court appointed agents or insolvency agents or representatives of
any of the parties hereto.
19. ASSIGNMENTS: This Agreement may be assigned by the Master Licensee but not
without prior written approval of the Software Provider, such written approval
will not be unresonablely withheld.
20. PROFITABILITY: There is no guarantee as to the profitability of the Casinos
and it is totally understood by the parties that the ultimate profitability of
the Casinos shall be determined by the marketing skills of the Master Licensee.
21. BINGO SOFTWARE: It is understood by both parties that the Software Provider
is in the process of developing an interactive Bingo application and that the
Master Licensee shall have the rights to license and market one Bingo site at no
charge. The Master Licensee shall have, for the price of [CONFIDENTIAL MATERIAL
REDACTED AND FILED SEPARATELY WITH THE COMMISSION.], the right to manage a
second bingo site provided that the Master Licensee pays an initial deposit of
[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] by
Dec 31, 1999, a further deposit of [CONFIDENTIAL MATERIAL REDACTED AND FILED
SEPARATELY WITH THE COMMISSION.] by Jan.31, 2000 and the balance of
[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] by
the date the software is completed, BETA tested, and an attested report provided
to the Master Licensee. It is understood that the Software Provider has the
intent to license only two Bingo sites. A formal agreement regarding the Bingo
sites
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will be drafted on or before December 31, 1999, and will contain, but is not
limited to, the following clauses:
a. The Master Licensee shall receive 60% of NET GAMING REVENUE of
the bingo site.
b. The Master Licensee shall be responsible for all bandwidth or
telephone charges and hardware or equipment charges associated
with the operation of the site.
c. The Master Licensee shall be entitled to an advertising rebate
base upon the conditions in Clause 22 of this Agreement.
d. In the event the second bingo site does not achieve and
maintain monthly NET GAMING REVENUE of [CONFIDENTIAL MATERIAL
REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] within 12
months of commencement of operations, the Software Provider will
have the option to license the bingo software to additional
parties. In the event the Master Licensee fails to achieve the
above NET GAMING REVENUE within the allocated time period, the
Master Licensee shall not lose the rights associated with the
operation of either of the Bingo sites and shall be allowed to
continue operating the Bingo sites.
e. If the Master Licensee fails to meet it's financial
obligations as detailed in Clause 21 of this Agreement, all
licensing rights associated with the second Bingo site shall be
forfeited. All or any deposits paid to the Software Provider are
deemed to have been earned at the time the deposit was paid and
are non-refundable under any circumstances. The first Bingo site
shall remain unaffected by any financial breach of the Master
Licensee with respect to the second bingo site.
22. ADVERTISING REBATE: The Master Licensee shall be entitled to an
advertising rebate of 10% of monthly NET GAMING REVENUE for all hard
advertising costs associated with the marketing or promotion of the Casino
sites. Hard advertising costs shall include Internet banner ads, print
media, television commercials, radio commercials, and other allowable
expenses. Soft costs such as wages, consulting fees, webmaster services
etc. will not be applicable. The Master Licensee must submit copies of
paid advertising expenses no later than 60 days from the date of said
invoices.
23. ADDITIONAL CASINOS: Notwithstanding the April 8, 1999 Agreement between
the parties, The Master Licensee shall have the right to manage future
Casinos, under the same terms and conditions contained herein, at no
additional charge to the Master Licensee, except for that contained in
Clause 23.b, provided always that;
a. The style, theme, and game selection of any additional casino
sites shall have the written approval of the Software Provider.
b. The Master Licensee shall be responsible for the hard costs
associated with
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the development and operation of the sites. Hard costs will
include all out of pocket expenses and hardware or equipment
necessary for the operation or development of the sites or
casinos. As of the date of this Agreement, hard costs are
estimated to be no more than [CONFIDENTIAL MATERIAL REDACTED
AND FILED SEPARATELY WITH THE COMMISSION.] for a standard,
usual, or normal casino site.
c. The Master Licensee demonstrates, to the satisfaction of the
Software Provider, the ability and the wherewithall to
adequately market each additional site.
d. There is no breach of this Agreement.
This Agreement supercedes any other agreements, written or verbal, and there are
no other agreements, guarantees, conditions, clauses, or warrantees except those
expressed herein.
Dated this 15th day of October, 1999 in the cities of Vancouver, British
Columbia and Roseau Dominica. The parties hereto have hereby executed this
Agreement and affixed their corporate seal where applicable.
MASTER LICENSEE SOFTWARE PROVIDER
iCRYSTAL INC
/S/ XXXXX MAXIMEA /S/ XXXXX XXXXX
------------------------------- ---------------------------
XXXXX MAXIMEA XXXXX XXXXX
VICE-PRESIDENT - OPERATIONS CEO
SCHEDULE A
EXAMPLE ONLY
GROSS REVENUE $200,000.00
Less E-Cash(10%) 20,000.00
Less Holdback (5%) 10,000.00
Less Chargebacks 2,000.00
Less Tax (5%) 10,000. 00
----------
NET GAMING REVENUE $158,000.00
MASTER LICENSEE'S PROCEEDS
60% of first [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
COMMISSION.] NET GAMING REVENUE = [CONFIDENTIAL MATERIAL REDACTED AND FILED
SEPARATELY WITH THE COMMISSION.] 70% of balance [CONFIDENTIAL MATERIAL REDACTED
AND FILED SEPARATELY WITH THE COMMISSION.] NET GAMING REVENUE = [CONFIDENTIAL
MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]
TOTAL = [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
COMMISSION.]*
- THE ABOVE DOES NOT INCLUDE THE MANAGER'S ADVERTISING REBATE WHICH IS IN
ADDITION TO AMOUNT INDICATED.
