EXHIBIT 10.2
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is entered into
as of this 26th day of February, 1997 by and between VIRTUAL GAMING
TECHNOLOGIES, INC., a Delaware corporation ("VGTB"), EMERALD RIVIERA LIMITED, an
Irish corporation ("ERL"), XXXXXX X. XXXXX, an individual ("Xxxxx"), and XXXXXX
X. PARAVIA, an individual ("Paravia"), on the one hand, and CASINOWORLD
HOLDINGS, LTD., a Delaware corporation ("CWH"), and XXXXXXX X. XXXX, an
individual ("Lang"), on the other hand. VGTB, ERL, Xxxxx and Paravia are
sometimes collectively referred to herein as the "VGTB Parties." CWH and Lang
are sometimes collectively referred to herein as the "CWH Parties."
R E C I T A L S
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A. ERL and CWH have entered into that certain Amended and Restated
Nonexclusive License Agreement dated July 24, 1996 ("License Agreement") and
that certain Amended and Restated Operating, Revenue Sharing and Management
Services Agreement dated as of July 24, 1996 ("Management Services Agreement").
B. Pursuant to the terms of the License Agreement, VGTB has issued to
CWH 385,000 shares of VGTB's $.00001 par value common stock (the "License Fee
Shares").
C. Certain disputes and differences have arisen by and between the
VGTB Parties, on the one hand, and the CWH Parties, on the other hand,
concerning, inter alia, the License Agreement and Management Services Agreement.
D. The parties now desire and intend by this Agreement - solely to
buy their peace and avoid litigation costs and without in any way admitting or
acknowledging any liability or potential liability or the validity of any claims
asserted by any party - to resolve the disputes and differences, to discharge
each other from any and all liability with reference thereto and to terminate
all agreements or claims between them that exist as of the date hereof.
It is agreed as follows:
1. Incorporation of Recitals. The parties hereby acknowledge the above
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recitals and hereby agree to incorporate those recitals by this reference into
the terms of the Agreement.
2. Termination of Agreements.
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A. Except as specifically stated otherwise herein, the VGTB Parties
and the CWH Parties hereby mutually agree to the termination of, and hereby
mutually terminate the License Agreement and the Management Services Agreement,
including the termination and nonsurvival of all representations, warranties and
covenants thereunder; and
B. All of the parties further agree to the termination of all other
agreements, understandings or arrangements between the VGTB Parties, or any one
of them, on the one hand, and the CWH Parties, or any one of them, on the other
hand, including all such agreements regarding noncompetition, disclosure or use
of trade secrets or confidential information.
3. Release.
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A. Each of the VGTB Parties and their Privies do hereby release,
acquit and forever discharge each of the CWH Parties and their Privies from any
and all claims, demands, actions, causes of action, damages, costs, or other
claims whatsoever in law or equity, which any of the VGTB Parties or their
Privies may have against any of the CWH Parties or their Privies pertaining to,
relating to, connected with, or arising out of any matter or thing whatsoever
whether or not relating to or arising out of the License Agreement or Management
Services Agreement. In so doing, each of the VGTB Parties and their Privies
releases, relinquishes, remises, waives forever, discharges, absolves, and quits
each of the CWH Parties and their Privies from each, every and all things,
including by way of example, but not limitation, each, every and all manner of
actions, causes of action, liabilities, debts, sums of money, controversies,
indebtedness, breaches of contract, breaches of duty or any relationships, acts,
omissions, promises, agreements, representations, damages and any demand of any
type, nature, kind or description, whether in law or in equity, or otherwise, by
reason of any matters, causes or things, whatsoever, whether known or unknown,
suspected or unsuspected, heretofore or now existing which could, might or may
be claimed to exist from the beginning of time unto the date of these presents.
B. Each of the CWH Parties and their Privies do hereby release,
acquit and forever discharge each of the VGTB Parties and their Privies from any
and all claims, demands, actions, causes of action, damages, costs, or other
claims whatsoever in law or equity, which any of the CWH Parties or their
Privies may have against any of the VGTB Parties or their Privies pertaining to,
relating to, connected with, or arising out of any matter or thing whatsoever
whether or not relating to or arising out of the License Agreement or Management
Services Agreement. In so doing, each of the CWH Parties and their Privies
releases, relinquishes, remises, waives forever, discharges, absolves, and quits
each of the VGTB Parties and their Privies from each, every and all things,
including by way of example, but not limitation, each, every and all manner of
actions, causes of action, liabilities, debts, sums of money, controversies,
indebtedness, breaches of contract, breaches of duty or any relationships, acts,
omissions, promises, agreements, representations, damages and any demand of any
type, nature, kind or description, whether in law or in equity, or otherwise, by
reason of any matters, causes or things, whatsoever, whether known or unknown,
suspected or unsuspected, heretofore or now existing which could, might or may
be claimed to exist from the beginning of time unto the date of these presents.
C. Privies. As used in this Agreement, the term "Privies" refers to:
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administrators, affiliates, agents, assigns, attorneys, consultants, directors,
employees, executors, heirs, insurers, officers, predecessors, principals,
representatives, reinsurers, servants, shareholders, subsidiaries, successors,
sureties and trustees.
D. Limitation of Releases. The releases herein are intended to be
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general, except that:
(a) the release by the CWH Parties does not extend to or include
Xxx Xxxxxxx;
(b) they do not operate to release any rights or obligations
arising out of this Agreement.
E. Waiver of Code Provisions. Each of the parties hereto does hereby
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acknowledge and agree that it is their intention that this Agreement shall be
effective as a full and final accord and satisfaction and settlement of and as a
bar to each and every claim, demand, debt, account, reckoning, liability,
obligation, cost, expense, lien, action and cause of action, heretofore referred
to and released, which any of the parties had, or has had against the other. In
connection with such waiver and relinquishment, each of the parties hereto
acknowledges that they are aware that they or their attorney may hereafter
discover facts different from or in addition to the facts which they or their
attorney now know or believe to be true with respect to the subject matter of
this Agreement, but that it is their intention to fully, finally, absolutely and
forever settle any and all claims, disputes and differences which to now exist
or heretofore have existed between the parties, and that in furtherance of such
intention the mutual releases herein given shall be and remain in effect as full
and complete general mutual releases notwithstanding the discovery of any such
different or additional facts. Therefore, each of the parties hereto
acknowledges that they have been informed by their respective attorneys and/or
advisors of, and that they are familiar with Section 1542 of the Civil Code of
the State of California which provides as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
Each of the parties hereto does hereby abandon, release, waive and relinquish
all rights and benefits which they may acquire under Section 1542 of the Civil
Code of the State of California pertaining to the subject matter of this
Agreement.
F. No Admission of Liability. It is expressly understood,
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acknowledged and agreed to that by reason of entering into this Agreement, none
of the parties admit, expressly or impliedly, any fact or liability of any type
or nature with respect to any matter, whether or not referred to herein, and
none of the parties have made any such admission and this Agreement is entered
into solely by way of compromise and settlement only.
G. Ownership of Claims. The parties represent and warrant that
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there has been no assignment or other transfer of any interest in any claim
which they might have and therefore each of the undersigned agree to defend,
indemnify and hold the other harmless from any liabilities, claims, demands,
damages, costs, expenses and attorneys' fees
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incurred, as a result of any person asserting any such assignment or transfer of
any rights or claims under such assignment or transfer.
H. Indemnity. The VGTB Parties agree to defend, indemnify and hold
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the CWH Parties harmless from any liabilities, claims, demands, costs, expenses
and attorneys' fees incurred in connection with any later assertion by the VGTB
Parties or their Privies (except Xxx Xxxxxxx, ASDAR Group, Xxxxxxxx Xxxxxx,
Executone Information Systems, Inc., Unistar Entertainment, Inc. or Xxxxx Xxxxx)
of any right or claim which is the subject of the release contained in Section
3.A. The CWH Parties agree to defend, indemnify and hold the VGTB Parties
harmless from any liabilities, claims, demands, costs, expenses and attorneys'
fees incurred in connection with any later assertion by the CWH Parties or their
Privies (except Xxx Xxxxxxx, ASDAR Group, Executone Information Systems, Inc.,
Unistar Entertainment, Inc., Xxxxx Xxxxx or Xxxxxxxx Xxxxxx) of any right or
claim which is the subject of the release contained in Section 3.B.
4. Consideration.
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A. By the CWH Parties. In consideration of the releases provided by
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the VGTB Parties herein:
(i) CWH agrees to return to VGTB for cancellation, and for no
additional consideration, all of the License Fee Shares. Concurrent with the
execution of this Agreement, CWH shall deliver to VGTB certificates representing
the License Fee Shares along with appropriately prepared stock powers, which
shall be acceptable to VGTB in its sole discretion, for purposes of returning
the License Fee Shares to VGTB for cancellation. CWH and Lang hereby represent
and warrant, jointly and severally, that CWH and Xxxxxx Corporation are the sole
beneficial owners of the License Fee Shares, and have good and valid title to
such securities, and CWH and Xxxxxx Corporation will transfer to VGTB good and
marketable title to the License Fee Shares free and clear of all pledges,
security interests, mortgages, liens, claims, charges, restrictions or
encumbrances, except for any restriction under applicable federal or state
securities laws.
(ii) CWH hereby releases Monacall X.X.X. L'Universe Telematique
("Monacall"), Virtual Casinos Gaming and Wagering Corporation, Ltd. ("VCG
Ireland") and their affiliates of any covenants of exclusivity or other
restrictions that would have the purpose of or effect of inhibiting or
preventing Monacall or VCG Ireland from participating with the VGTB Parties in
the establishment or operation of an internet gaming service in the world. CWH
shall provide written notice of the release in this subpart (ii) to Monacall and
VCG Ireland in a manner that is positive and without prejudice to the VGTB
Parties' ability to pursue a strategic relationship with either Monacall or VCG
Ireland independent of CWH.
(iii) The CWH Parties hereby agree not to solicit the services of
any persons who are as of the date of this Agreement or who within two years of
the date of this Agreement become employees, subcontractors, vendors,
representatives or marketing agents of the VGTB Parties, for a period of two
years. The CWH Parties acknowledge that the VGTB Parties' actual damages in the
event of a default by any of the CWH Parties under
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this subsection would be extremely difficult or impracticable to determine.
Therefore, the parties acknowledge that they have agreed, after negotiation,
that their reasonable estimate of the VGTB Parties' damages in the event of a
default by any of the CWH Parties under this subsection is three (3) times the
average annual payments made by the VGTB Parties to the person solicited over
the two years prior to the default.
(iv) CWH shall return to the VGTB Parties all graphics and
website material developed by CWH for ERI.
B. By the VGTB Parties. In consideration of the releases provided
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by the CWH Parties herein:
(i) VGTB agrees to execute and perform its obligations under
the Promissory Note annexed hereto as Exhibit A.
(ii) The VGTB Parties hereby agree not to solicit the services
of any persons who are as of the date of this Agreement or who within two years
of the date of this Agreement become employees, subcontractors, vendors,
representatives or marketing agents of the CWH Parties, for a period of two
years. The VGTB Parties acknowledge that the CWH Parties' actual damages in the
event of a default by any of the VGTB Parties under this subsection would be
extremely difficult or impracticable to determine. Therefore, the parties
acknowledge that they have agreed, after negotiation, that their reasonable
estimate of the CWH Parties' damages in the event of a default by any of the
VGTB Parties under this subsection is three (3) times the average annual
payments made by the CWH Parties to the person solicited over the two years
prior to the default.
(iii) The VGTB Parties shall use their best efforts to facilitate
and obtain a reinstatement of the Joint Venture Agreement between CWH and VCG
Ireland and the related obligations of Monacall and Monacard International Ltd.
or a renegotiation of that agreement on substantially similar terms.
(iv) Confidential Information.
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(a) The VGTB Parties agree that for a period of two years
following the date of this Agreement, the VGTB Parties will keep confidential
and will not directly or indirectly divulge to anyone nor use or otherwise
appropriate for their own benefit, or on behalf of any other person, firm,
partnership or corporation by whom such parties might be employed or otherwise
associated or affiliated with, any of The CWH Parties' Confidential Information.
The term "CWH Parties' Confidential Information" shall mean:
(1) All information developed by, for or on behalf of
the CWH Parties, or any of them, and previously disclosed to any of the VGTB
Parties concerning or relating to CWH marketing and business plans, client and
customer lists, technology and/or product licensing strategy or other marketing
information and strategies;
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(2) The source codes for gaming opportunities and
related work product or work for hire (including, without limitation,
programming code, graphic product, images, and text), developed by or on behalf
of the CWH and previously disclosed to any of the VGTB Parties, including,
without limitation, that developed by Random Games, Xxxxxx Communications
Network, Stellcom Technologies, Inc. or other employees or contractors of any of
the CWH Parties (collectively, the "Source Codes");
(b) The VGTB Parties agree to immediately return to the
other all of the documents, computer printouts and disks, computer software,
computer hardware, memoranda, notebooks, correspondence, files, lists and other
records in any form and the like and all photocopies or other reproductions
thereof that include or reflect the CWH Parties' Confidential Information.
(c) In the event that the VGTB Parties or a person
controlled by any VGTB Party is using the Source Code, then the royalty payable
under 4.B(i) shall be 33% instead of 10% during the period that such Source
Codes are used, and shall continue to be payable at that rate for so long as any
of the VGTB Parties or any person controlled by any of the VGTB Parties use the
Source Codes.
(d) The VGTB Parties recognize the unique and irreplaceable
nature of the CWH Parties' Confidential Information and agree that the
unauthorized use or disclosure of the same shall cause irreparable injury not
adequately compensable by money damages. Accordingly, upon any actual or
threatened breach of this Section 4.B(iv), the aggrieved party or parties shall
be entitled to a temporary restraining order, preliminary injunction, and
permanent injunction enjoining the unauthorized use or disclosure of the
confidential information or other breach of this Section 4.C. This provision
shall not limit the right of the aggrieved party to seek money damages or other
relief at law or equity.
5. Interpretation and Enforcement.
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A. Effect of Headings. The subject heading of the paragraphs and
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subparagraphs of this agreement are included for purposes of convenience only,
and shall not affect the construction or interpretation of any of its
provisions.
B. Entire Agreement. This Agreement constitutes the entire
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agreement between the parties pertaining to the subject matter contained in this
Agreement and supersedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No supplement, modification
or amendment to this Agreement shall be binding unless executed in writing by
all parties. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver.
C. Counterparts. This Agreement may be executed simultaneously in
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one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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D. Recovery of Litigation Expenses. If any legal action is brought
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for declaratory relief for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover their costs, including reasonable attorneys' fees,
and other expenses incurred in that action or proceeding, in addition to any
other relief to which they may be entitled.
E. Agreement Understood. The parties acknowledge that they and
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those authorized to sign this Agreement are over the age of 18 and legally
competent and authorized to execute this Agreement which is intended to be a
legally binding contract dealing with the release and/or conveyance of certain
valuable and important rights. Before signing this document, each of said
parties has read the same from beginning to end and fully understands the
Agreement from its beginning. Each party has had the opportunity to consult
with counsel regarding this document and has received a copy of the same for
their own records.
F. Further Documents. Each party agrees it will execute or cause to
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be executed such further and other documents as are needed to carry out the
expressed intents and purposes of this Agreement. It is understood that should
it develop that there are any mistakes in this Agreement which would cause the
release and discharge of the parties to be defective or less than complete, or
if it or any provision is declared unenforceable by a court or arbitrator for
any reason, then the parties shall execute any and all other instruments and do
any and all other things necessary to effectuate a full, final and complete
release of claims or possible claims in connection with the matters set forth in
this Agreement.
G. Modification. This Agreement shall not be modified by either
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party by oral representation made before or after the execution of this
Agreement. All modifications must be in writing and signed by the parties.
H. Disclosure. None of the Parties shall make or cause to be made
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any announcement, public or private, through any media whatsoever concerning the
contents of this Agreement.
I. Binding on Successors. This Agreement and the covenants and
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conditions contained herein shall apply to, be binding upon, and inure to the
administrators, executors, legal representatives, assignees, successors, agents
and assigns of the parties hereto.
J. Construction. This Agreement shall not be construed against the
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party preparing it, but shall be construed as if all parties jointly prepared
this Agreement and any uncertainty and ambiguity shall not be interpreted
against a party. This Agreement is to be interpreted, enforced and governed by
and under the laws of the State of California.
K. Advise of Own Counsel. Each of the VGTB Parties acknowledge that
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Xxxxxx X. Xxxxxxx, of Xxxxx & Xxxxx, a Professional Corporation, has acted as
counsel to the VGTB Parties in connection with the negotiation and execution of
this Agreement. The
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CWH Parties represent and acknowledge that they have been represented by Xxxxx
Xxxxxxxxx of Xxxxx & XxXxxxxx, in connection with the negotiation and execution
of this Agreement and each party represents that they have read and have had
this Agreement explained to them by their own counsel.
L. Governing Law. This agreement will be deemed to have been made
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under, and will, in all respects, be interpreted , enforced and governed by and
under the laws of the State of California without giving effect to that State's
conflicts of laws principles.
M. Arbitration. The parties agree that all disputes, controversies
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or claims arising out of, relating to or in connection with this Agreement,
including the formation, breach, default, termination or invalidity thereof
("Disputes") shall first be submitted to mediation under the then current CPR
Model Mediation Procedure for Business Disputes. If within 60 days after such
mediation has been initiated, the Dispute has not been resolved to the
satisfaction of both parties, such Dispute will be finally settled under the
Commercial Arbitration Rules of the American Arbitration Association by a single
arbitrator appointed by the American Arbitration Association in accordance with
its rules. The proceedings will be conducted in San Diego, California in the
English language. The arbitrator will have the power to award costs and
attorneys' fees and will award attorneys' fees to the prevailing party in any
arbitration. The parties waive obligation to venue and submit to the
jurisdiction of the United States District Court for the Southern District of
California, for the resolution of any dispute arising out of or relating to this
agreement to arbitrate or the enforcement thereof, or, in the event that such
court does not have subject matter jurisdiction of any such dispute, the parties
waive objection to venue and submit to the jurisdiction of the Superior Court of
the State of California, County of San Diego. Prior to the selection of the
arbitral panel, nothing in this agreement to arbitrate will prevent the parties
from applying to a court that would otherwise have jurisdiction for provisional
or interim measures. After the arbitral panel is selected, it will have sole
jurisdiction to hear such applications, except that the parties agree that any
measure ordered by the arbitrator may be immediately and specifically enforced
by a court otherwise having jurisdiction over the parties. Each party hereto
hereby agrees that the arbitration procedure provided herein will be the sole
and exclusive method of resolving any of the aforesaid Disputes.
N. Fees and Expenses. Each party shall bear all of its own costs,
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expenses and attorneys' fees in connection with the matter released and the
entering into this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Settlement Agreement and
Mutual Release on the date first above written.
"VGTB Parties"
VIRTUAL GAMING TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chief Executive Officer
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, an individual
/s/ Xxxxxx X. Paravia
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Xxxxxx X. Paravia, an individual
"CWH Parties"
CASINOWORLD HOLDINGS, LTD.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, Chief Executive Officer
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, an individual
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PROMISSORY NOTE EXHIBIT A
$150,000 DEL MAR, CALIFORNIA
One Hundred Fifty Thousand and no/100 Dollars March 10, 1997
For value received, the undersigned (the "Maker") hereby promises to pay to
CasinoWorld Holdings, Ltd., or order (the "Holder"), at Del Mar, California, or
such other place as Holder may designate, the sum of One Hundred Fifty Thousand
Dollars ($150,000). This Promissory Note shall bear interest on the unpaid
principal balance from time to time outstanding, computed on the basis of a
three hundred sixty (360) day year, actual days elapsed, at a rate (the
"Interest Rate") equal to Ten Percent (10%) per annum. Principal and interest
due under this Note shall be paid by the Maker in quarterly payments equal to
10% of its Net Win from gaming revenue (defined as gross revenue received by the
Maker or any affiliate of the Maker or any other persona controlled by the Maker
or its affiliate from any Internet gaming activity, less payouts to customers).
Payments shall commence (the "Repayment Start Date") on the last day of the
first calendar quarter in which the Maker or any affiliate of the Maker or any
other person controlled by the Maker or its affiliate commences commercial
Internet gaming operations; provided, however, that in no event shall the
Repayment Start Date be later than September 30, 1997. Payments shall continue
on the last day of each successive quarter for a total of eight quarters.
Payments hereunder shall be applied first to accrued and unpaid interest and
then to the outstanding principal balance. All remaining principal and interest
accrued under this Note, if any, shall be due and payable in a lump sum two
years from the Repayment Start Date.
Upon the happening of any of the following events, Holder may, at its option
declare immediately due and payable the entire unpaid balance, without allowance
for principal reduction, of this Note, plus any other amounts payable at the
time of such declaration pursuant to this Note. Such events are the following:
(1) the failure to make any payment as it falls due under this Note if such
payment is not made within five days of Maker's receipt of written notice of
non-payment from Holder; (2) the Maker admits in writing its inability to pay
debts as they become due, makes a general assignment for the benefit of
creditors, transfers all or substantially all of its assets, or files a petition
or action for relief under any bankruptcy, reorganization, insolvency or
moratorium law, or any other law or laws for the relief of, or relating to,
debtors; or (3) an involuntary petition is filed against the Maker under any
bankruptcy, reorganization, insolvency or moratorium law, or any other law or
laws for the relief of, or relating to, debtors, unless such petition is
dismissed or vacated within sixty (60) days of the date thereof.
The acceptance by the Holder of any payment hereunder which is less than payment
in full of all amounts due and payable at the time of such payment shall not
constitute a waiver of the right to accelerate at that time or any subsequent
time or nullify any prior acceleration without the express written consent of
the Holder except as and to the extent otherwise provided by law.
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The Maker of this Note waives diligence, presentment, protest and demand and
also notice of protest, demand, dishonor and nonpayment of this Note.
If Holder should institute collection efforts of any nature whatsoever, to
attempt to collect any and all amounts due hereunder upon default of the Maker,
Maker shall be liable to pay Holder immediately and without demand all
reasonable costs and expenses of collection incurred by the Holder, including
without limitation reasonable attorneys' fees, whether or not suit or other
action or proceeding be instituted and specifically including, but not limited
to, collection efforts that may be made through any bankruptcy court.
Notwithstanding anything to the contrary contained in this Note, total liability
for payments hereunder in the nature of interest, additional interest, and other
charges will not exceed the limits imposed by applicable interest rate
limitation laws. All agreements between Maker and Holder, whether now existing
or hereafter arising and whether written or oral, are limited so that in no
event, whether by reason of demand or acceleration of the maturity of this Note
or otherwise, shall the interest contracted for, charged, received, paid, or
agreed to be paid to Holder exceed interest computed at the highest lawful rate
of interest applicable to this Note (the "Maximum Rate"). If from any
circumstances whatsoever, interest would otherwise be payable to Holder hereof
in excess of interest computed at the Maximum Rate, the interest payable to
Holder shall be reduced to interested computed at the Maximum Rate, and, if from
any circumstance Holder shall ever receive anything of value deemed interest by
applicable law in excess of interest computed at the Maximum Rate, an amount
equal to any excessive shall be applied to the reduction of the principal hereof
and not to the payment of interest, or if such excessive interest exceeds the
unpaid balance of principal hereof, such excess shall be refunded to the Maker.
All interest paid or agreed to be paid to Holder shall, to the extent permitted
by applicable law, be amortized, prorated, allocated, and spread throughout the
full period until payment in full of the principal (including the period of any
renewal or extension hereof) so that the interest for such full period shall not
exceed interest computed at the Maximum Rate.
Any notices required to be given hereunder shall be deemed delivered five (5)
days after such notice in writing is placed in the United States Mail, postage
prepaid.
The provisions of this Note are intended to be severable and divisible and the
validity or unenforceability of a provision or term herein shall not invalidate
or render unenforceable the remainder of this Note or any part thereof.
This Note shall be governed by and construed and interpreted in accordance with
the internal laws of the State of California.
Dated: March 10, 0000
Xxx Xxx, Xxxxxxxxxx
Virtual Gaming Technologies, Inc. ("VGTB")
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chief Executive Officer
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