Exhibit 6.3
SALE AND PURCHASE AGREEMENT
BETWEEN
ASIAN LINK ENGINEERING LTD
AND
CVS TRAVELHOST INTERNATIONAL PTY. LTD.
AND
Andrej Cu-,lcov
Xxxx Xxxxxxx
Arnt Xxxxxxxxx
AND
Xxxx Xxxxxxxx
AND
GUESTNET CORPORATION LTD
Re: Intellectual Property
Pay Per View, GuestNet and other related products
THIS AGREEMENT is made the 1st day of November, 2000.
BETWEEN: ASIAN LINK ENGINEERING LTD of 10/F, Fiat 5, Xxx Xxxx Ind. Centre,
95 Chai Xxx Xxx Street, Tsuen Wan, N.T. Hong Kong ("the Vendor")
of the first part
AND: CVS TRAVELHOST INTERNATIONAL PTY. LTD., 000 Xxxxx Xxxx, Xxxx
Xxxxxx, Xxxxxxx, Xxxxx Xxxxxx, XX Xxx 0000, Xxxxxxx Xxxxx,
Xxxxxxx, Xxxxx Xxxxxx, 0000 ("the Purchaser") of the second part
AND: ANDREJ CUCKOV, XXXX XXXXXXX and ARNT XXXXXXXXX (jointly "the
Vendor Directors") of the third part
AND: XXXX XXXXXXXX ("the Purchaser Director") of the fourth part
AND: GUESTNET CORPORATION LTD of 00 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx xx
Xxxx, Xxxxxx Xxxxxxx ("Guestnet Corporation") of the fifth part
BACKGROUND:
A. The Vendor is the proprietor of intellectual property ("the
Intellectual Property(DEG.)) relating to:
(a) Pay Per View interactive movie systems for hotels; and
(b) GuestNet - a system for internet and games access by hotel
guests; and
(c) Ancillary computer hardware and software relating to the
provision of interactive information and entertainment
services to hotel guests.
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase
all of the Vendor's rights to the Intellectual Property within the
Territories.
C. The Vendor Directors are directors of the Vendor and have requested
the Purchaser to enter into this Agreement.
D. The Purchaser Director/s are director/s of the Purchaser and have
requested the Vendor TO ENTER INTO this Agreement.
E. Guestnet Corporation is a subsidiary of the Vendor and is the owner of
certain Intellectual Property relating to the Guestnet system.
Guestnet Corporation has entered into this agreement to confirm its
obligations in relation to the transfer of the Intellectual Property.
2
Intellectual Property
"Assets" means all Intellectual property rights in respect of all current and
proposed future developments in relation to the product known as Pay Per View
interactive movie systems and all ancillary products including without
limitation the following components:
Room Terminal Boxes;
Terminal Box Gamepad Adaptor;
Master Modem, VCR Controller;
NC Power Controller, Multi-Media Controller
and all software source code for Lose with the pay TV system;
Multi-Media Router circuit diagrams MDS controlling software
and user notes (see Exceptions).
All controlling software and original source code, plans,
blueprints, drawings, schematics, manuals and other
documentation relating to the Assets (see Exceptions).
All proprietary CPU source code that are used within the
entire system package;
All documentation in printed and electronic format (CD ROM).
A 16 gang CPU programmer and controlling software.
All other items specified in the Schedule
Exceptions
The CPU source code for the ; Multi-Media Router is owned by
Room-Link Amsterdam.
The tooling rights for the Tarminal Sox Game Adaptor is owned
by Movielink Corporation of Australia. (Paid 1/3 CVS)
SALE AND PURCHASE
All monetary values described herein will be !n United Stages
Dollars.
The Purchase Price will be composed of;
1. A one-off `licence fee" of US.$6 000.00 for 600 Game Adaptor
units pre-ordered from Movielink Corporation Australia. This
amount is to be invoiced directly to CVS Travelhost SA.
2. Three separate share certificates, each ,.with a guaranteed
minimum value of US$33,333.00, issued in the names of the
individual vendors; Andrej Cuckov Arnt Grande Xxxxxxxxx and Xxxx
Xxxxxx Xxxxxxx.
Payment Terms
On execution of this Agreement the payment described in (1) of Sale and Purchase
will be paid by way of electronic funds to an account to be specified on the
invoice. The three separate share certificates will then be prepared and
verified. A mutually agreeable location will then be decided for the handover.
Warranty
The Purchaser hereby warrants that the share certificates described in (2) of
Sale and Purchase will be redeemable and saleable no lacer than May 1, 2001.
Xxxx Xxxxxxxx hereby personally guarantees to cover any short-fall in the value
if the sale value of each certificate is less than US$33,333.00.
Guarantee
Should the value of each share certificate when sold realise less than
USS33,333.00 then Xxxx Xxxxxxxx will pay the difference in cash by electronic
funds to an account to be specified by the individual vendor within 30 days of
being notified.
If the share certificates are held by any individual Vendor for more than one
year from the date when they were first redeemable and saleable (May 1, 2001)
then this Guarantee is waived.
TERRITORIES
The Territories means Mexico and the African continent (EXCLUDING EGYPT).
Transfer of Intellectual Property
To give better effect to this agreement, and to better provide for the
transfer from the Vendor and Guestnet Corporation to the Purchaser of the
intellectual property that comprises the Assets, the parties agree to enter
into the Intellectual Property Transfer Deed annexed hereto or such other
similar Deed as may be required to allow for the assignment of the
Intellectual Property.
The Vendor and Guestnet Corporation jointly and severally acknowledge that
this Agreement has the effect of assigning all of their rights to the
intellectual property within the Territories for all future times.
Accordingly, the Vendor and/or Guestnet Corporation will not be entitled to
reengineer any of the IP and deal with the same within the Territories at
any time in the future.
The South African Patent South Africa Patent No 97n 0361r: and all design,
circuit layout and other documentation relating to the Assets
Completion
Completion will take place at a place to be mutually agreed between the
Purchaser and Vendor.
On the Completion Date the Purchaser will pass to the Vendor the share
certificates described in the Sale and Purchase clause.
Following the Completion on the Completion Date the Assets will pass to and
will be at the sole risk of the Purchaser.
Following Completion, the distribution agreement between the Vendor and the
Purchaser dated 12 November 1998 in respect of the .Assets WILL come to an
end, and both parties will release each other from any and all further
liability pursuant to such agreement.
4
General
The Purchaser will be responsible for the payment of all stamp duties,
registration fees or any other charges as a consequence of this Agreement
or any documents or acts required and incidental to the transaction
contemplated by this Agreement. Save as aforesaid each party will 5e
responsible for its own legal audit and other costs and expenses associated
with and incidental to the preparation of this Agreement and effecting the
Completion on the Completion Date.
Confidentiality
None of the parties hereto nor any of their servants workmen employees or
agents will, subject to the terms of this Agreement and in any event
without the approval of the Vendor and the Purchaser, disclose any
information advice or matter of any kind relating to this Agreement or any
actions taken pursuant to this Agreement or the particulars or contents of
this Agreement to any person or other entity not a party to this Agreement
but will treat all information relating to this Agreement or its subject
matter as strictly confidential. Nothing in this Clause will prevent the
disclosure o- any information legally required by the auditors or any Court
or other Tribunal or Government Department or Authority nor will this
Clause prevent any such disclosure made by the part-as hereto with the
consent of the others which consent will be implied where such disclosure
is made in the course of supplying information to a lender or prospective
lender of a party hereto.
SCHEDULE
ASIAN LINK EQUIPMENT LIST FOR HARDWARE AND INTELLECTUAL SOFTWARE
PAY TV MDS
Xxxxx X/Xxxxx 0 Source Code
PMS Interface software and all ancillary modules.
Master Modem circuit
diagram and intellectual controlling software.
VCR Controller circuit diagram and intellectual software for Philips,
Panasonic, JVC and any other VCR brands currently encoded.
MDS Interface software for use with digital file server technology.
Complete circuit diagrams for the OSD version of the box manufactured by
Aquila, Taiwan.
OSD Box software for learning new brand remote controls
(POWER codes..).
Specification of sensors and circuit diagram o` design for all MDS
systems developed.
Specification and diagrams of IR -LED for ON/OFF functionality of the
television.
Specification for the 8 port serial card crystal/card modification used
far RF communication
Multi Media Router software interface module and MMR circuit diagrams.
CPU Programming Device and CPU Binaries for the territories.
GUESTNET MDS & LINUX PROXY SERVER
GuestNet MDS & GuestNet proxy server software Interface protocol
specification for key and data comms between the Pay TV AIDS and the
GuestNet MDS (comms port 5). Pay TV MDS to GuestNet MDS Ethernet protocol.
and Intellectual software far POSTING string. Browser licensing & future
contacts list. Design writes from London and contacts for user interface
changes. UDP Ethernet keyboard/mouse data protocol specification for the
NS1 reference design Network Computer supplied by either Net Products
(Wongs Electronics) or Proton. Circuit and diagrams for NC power supply and
intellectual controlling software & protocol. GuestNet (High Speed)
infrared keyboard receiver circuit diagrams. Keyboard translation protocol
(Acer) for 'master RF MDS. Laptop -connect protocol and interface software
for the Pay TV MDS, GuesNet MDS, Proxy and knowledge of how to connect to a
hotel PABX.
SONY PLAYSTATION INTERFACE
Pay 'V MDS to GuestNet MDS protocol and intellectual software for games
controller interpretation for the OSD box (CPU program and intelligence).
Pay TV MDS to GuestNet MDS protocol and intellectual software for POSTING
string. Games Interface Sox CPU software that allows gamepad commands to be
interpreted into keyboard movements for RP transmission, including
interface as well as circuit diagrams of unit. Multi Media Controller and
intellectual software for control of the PIayStation by the Pay TV MDS and
GuestNet MDS. Gamepad connector modification (RJ 45) an .J suppliers Sony
PlayStation modification for connectivity to the multi-media controller
including RJ45 (MMC) to PlayStation gameport interface
IN SHORT THE SALE WOULD INCLUDE ALL SYSTEM SOURCE CODES REFERENCE INFORMATION;
MANUALS, CONTACTS, SUPPLIER INFORMATION, circuit DIAGRAMS, BERBER FLIES, PCB
LAYOUTS AND BUILD OF MATERIAL LISTS FOR MANUFACTURING HELD BY THE VENDOR FOR
THE ASSETS.
6
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals
the day and year first hereinbefore written.
[Vendor]
THE COMMON SEAL of ASIAN LINK
ENGINEERING LTD was affixed in accordance
with its Constitution in the presence of:
Director
Director / Secretary
[Purchaser]
THE COMMON SEAL of CVS0
TRAVELHOSTINTERNATIONAL PTY.
LTD. was affected in accordance with its
Constitution the presence of:
/s/[ILLEGIBLE] Director
---------------------------------
/s/[ILLEGIBLE] Director / Secretary
---------------------------------
(Vendor Directors]
SIGNED SEALED AND DELIVERED by
ANDREJ CUCKOV in the presence if:
/s/[ILLEGIBLE]
---------------------------
/s/[ILLEGIBLE]
---------------------------------Witness
SIGNED SEALED AND DELIVERED by PAU_
XXXXXXX in the presence of:
Witness
------------
SIGNED SEALED AND DELIVERED by ARNT
PETTER N in the presence of
--------------------------------
[Purchaser Director]
SIGNED SEALED AND DELIVERED by )
PAULANDON in the presence of: )
/s/[ILLEGIBLE]
--------------------------
Witness
------------ --------------
[Vendor]
THE COMMON SEAL of GUESTNE )
CORPORATION LTD WAS AFFIXED IN )
accordance with its Constitution in the presence )
of: )
--------------------------
....... Director
Director / Secretary
8
