EXHIBIT 10.1
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")
AND
XXXXXX XXXXXXXXX XXXX XXXXX
XXXXXxXXXX XXX 0 XXX XXXXXXXX. 119
68723 XXXXXXXXX 00000 XXXXXXXX
XXXXXXX GERMANY
TO AS THE "LICENSEES"
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 the Master Licensee is desirous of licensing 4 themed Internet
Casino sites, hereinafter referred to as the "Casinos", which are based upon a
concept or themes as determined by the Licensee, but which are operated by the
Master Licensee based upon software licensed from the Software Provider;
-2-
THEREFORE, the parties hereto hereby agree to the following terms and
conditions;
1. SOFTWARE PROVIDER'S COMPENSATION: The Licensee shall pay the Software
Provider the sum of $80,000.00 USD (eighty thousand dollars) for EACH of the 4
themed Casino sites to be paid in the following manner;
FIRST CASINO
$ 30,000.00 Upon execution of this Agreement
20,000.00 On or before opening date of the Casino
30,000.00 Within 60 days after the opening date of the Casino
----------
$ 80,000.00 USD TOTAL
SECOND THROUGH FOURTH CASINOS
$ 30,000.00 Upon determination of each Casino theme
20,000.00 On or before opening date of each Casino
30,000.00 Within 60 days after the opening date of each Casino
----------
$ 80,000.00 USD TOTAL FOR EACH CASINO
In addition, the Software Provider will receive 20% of the NET GAMING REVENUE
from each of the themed Casinos. NET GAMING REVENUE, is more fully described in
Clause 6 of this Agreement
2. MASTER LICENSEE'S COMPENSATION: The Master Licensee shall receive 10% of the
NET GAMING REVENUE from each of the themed Casinos. In addition, the Licensee
shall pay the Master Licensee the sum of $3,000.00 USD per month for each Casino
for every month the Master Licensee hosts the Licensee's Casino sites.
3. LICENSEE'S COMPENSATION: The Licensee shall receive 70% of the NET GAMING
REVENUE from each of the themed Casinos.
4. DUTIES AND OBLIGATIONS 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 and the Licensee's portion of
NET GAMING REVENUE by the 16th 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.
-3-
f Upon request of the licensee, will add bonus monies to individual customer
accounts and provide assistance in other promotional activities as deemed
necessary by the Licensee.
g. Provide a detailed statement of Licensee's Casino revenue, including
identification of clients who are charging back purchases.
5. DUTIES AND OBLIGATIONS OF THE LICENSEE: The Licensee shall be responsible
for, but not limited to, the following duties and obligations;
a. To provide direction and insight into the development of the theme of the
websites.
b. To be responsible for the promotion and advertising for the Casinos.
c. To be responsible for payment with regard to the promotion and advertising
for the Casinos.
6. DUTIES AND OBLIGATIONS OF THE SOFTWARE PROVIDER: The Software Provider shall
be responsible for, but not limited to, the following duties and obligations;
a. To create complete websites for the 4 Casinos based upon themes and styles
as determined and directed by the Licensee. Once the site is completed,
any modification to the website or Casino that is requested by the
Licensee and agreed to by the Service Provider shall be charged out to the
Licensee at the Software Provider's hourly rate which is currently $40.00
USD per hour.
b. To provide a games package to each Casino site consisting of unique casino
style games. The games package for the first casino is fully described in
Schedule "A" hereto attached. Any changes to the games package after the
Casino site commences operation must have the written approval of the
Software Provider and will be implemented at an additional cost to the
Licensee.
c. To continue to develop state of the art casino style games.
d. To provide the Licensee with Casino Management Software "Crystal Access"
for each casino which will enable the Licensee to adequately monitor all
aspects of the casino. This includes viewing of full client, individual
client's game transactions, casino turnover and profit, data of
chargebacks, and the viewing and changing the game configurations of each
game.
e. 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.
f. To provide SSH access to the Licensee.
7. NET GAMING REVENUE: Net Gaming Revenue is described as follows;
-4-
Customer Purchases
LESS Customer Payouts
LESS E-Commerce Charges (currently 10%)
LESS Rolling Reserve (10% of net deposits (purchases less payouts) held for 180
days)
LESS Chargebacks
LESS Jurisdiction Tax (Dominica = 5% of net deposits)
LESS Hosting Fee (USD 3000)
= 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. IN ADDITION, DOMINICA JURISDICTION TAX MAY NOT
APPLY AS THE MASTER LICENSEE MAY OPERATE THE LICENSEE'S CASINOS OUT OF A
DIFFERENT JURISDICTION THAN DOMINICA.
8. 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.
9. 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, keno and other games which will be made
available from time to time.
10. ADVERTISING EXPENDITURE: The Licensee agrees to spend a minimum of 4% of the
previous month's NET GAMING REVENUE on advertising and promotional expenditures
on any calendar month.
11. TERM: This Agreement shall he binding upon, and endure to the benefit of the
parties hereto for a ten-year period from the date of execution. Provided there
is no breach, the Licensee may extend this Agreement for a further ten-year
period provided that the Licensee gives both the Software Provider and the
Master Licensee written notice of its intent at least 60 days prior to the
expiry of the first ten-year period.
12. NON-EXCLUSIVE: It is understood by all parties hereto that the Software
Provider is in the business of licensing its 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.
-5-
13. 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.
14. TERMINATION: Any party may terminate this Agreement upon breach by any of
the other parties 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 any party receives notice from any 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 All
parties addressed for receipt of formal notices are written below. In the event
the address changes for any of the parties, it is the responsibility of that
party to notify the other parties.
Software Provider
ICrystal Im.
0000 Xxxx Xxxxxx Xxx.
Xxxxx 000 X
Xxxxxx, XX Xxxxxx, X0X 0X0
Master Licensee
DCI Inc.
00 Xxxxxxxxxxxx Xx.
Xxxxxx, Xxxxxxxx
Licensees
Xxxxxx Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx Xxx 0 and Xxxxxxxx. 0 00
00000 Xxxxxxxxxx 00000 Xxxxxxxx
Xxxxxxx Germany
15. ARBITRATION: Any dispute regarding this Agreement shall be settled by
binding independent arbitration in effect for the province of British Columbia,
Canada and all parties hereto agree to accept and abide by the decision of the
arbitrator.
16. 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.
-6-
17. PREAMBLE: The preamble is and forms an integral part of this Agreement.
18. TIME: Time is of the essence hereof.
19. 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.
20. ASSIGNMENTS: This Agreement may be assigned by any party but not without the
express written approval of the other two parties, such written approval will
not be unreasonably withheld.
21. 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 Licensee.
This Agreement supercedes any other agreements, written or verbal, and there are
no other agreements, guarantees, conditions, clauses, or warranties except those
expressed herein.
Dated this 25 day of April, 2000 in the cities of Vancouver, British Columbia,
Mannheim, Germany, and Roseau, Dominica. The parties hereto have hereby executed
this Agreement and affixed their corporate seal where applicable.
MASTER LICENSEE SOFTWARE PROVIDER
DCI INC. ICRYSTAL INC.
/s/ XXX XX /s/ XXXXX XXXXX
-------------------------- --------------------------
Xxxxx Xx Xxxxx Xxxxx
Director CEO
/s/ Xxx
/s/ D.W.
LICENSEES
/s/ XXXXXX XXXXXXXXX /s/ XXXX XXXXX
-------------------------- --------------------------
Xxxxxx Xxxxxxxxx Xxxx Xxxxx
SCHEDULE A
GAMES PACKAGE FIRST CASINO
Blackjack
Jacks or Better Video Poker
Deuces Wild Video Poker
Joker Video Poker
8 Line Slot
9 Payline 5 Reel Slot
3 Reel Slot
Jacks or Better Triple Play
Deuces Wild Triple Play
Joker Triple Play
Keno
In addition, the program is built with an auto update program thus allowing for
new games to be added in the future. You have the option of adding 5 additional
games, free of extra charge, in the future such as Caribbean Stud, Pai Gow,
Craps, Roulette etc.
