EXHIBIT 10.13
AGREEMENT
BETWEEN
ICRYSTAL INC., A SOFTWARE DEVELOPMENT
COMPANY INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE (HEREINAFTER
REFERRED TO AS THE "PURCHASER")
AND
POWER STAR INC., A BODY CORPORATE
INCORPORATED UNDER THE LAWS OF THE
COMMONWEALTH OF DOMINICA (HEREINAFTER
REFERRED TO AS THE "SELLER")
WHREAS Icrystal Inc., a publicly traded corporation trading on the NASD OTC
Bulletin Board, with a trading symbol ICRS, and Power Star Corp. a body
corporate, with a head office located in the city of Roseau, The Commonwealth
of Dominica are desirous of entering into an agreement whereupon the
purchaser will purchase the assets and software of MetroBingo, more fully
described in Section C below, from the Seller based upon the following terms
and conditions contained herein:
A) The total consideration shall be $725,000.00 US. The Purchaser agrees to
pay and the Seller agrees to accept as payment in full, 1,450,000 shares of
ICRS which the Purchaser will issue out of treasury. The price of the ICRS
shares is set at $0.50 US per share for the purposes of this agreement.
B) A total of 250,000 shares will have registration rights attached to them
and the Purchaser will apply for said registration rights upon execution of
this Agreement. The balance of the will be restricted until December 1,
2000.
C) The purchase price shall include all assets of MetroBingo including, but
not limited to the following:
1. All software and source codes including any software still under
development.
2. The Domain Name xxx.xxxxxxxxxx.xxx and all of its variations.
3. All domain names which are associated with Internet Bingo a
schedule of which will be attached to the formal Agreement.
4. All websites now under the control of MetroBingo.
5. All or any trademarks associated with MetroBingo.
6 All graphics and interfaces associated with MetroBingo or any other
Bingo software applications.
7. All technical specs and manuals with regard to the development of
MetroBingo.
D) The Seller will turn over all assets described in Section C of this
Agreement to the Purchaser within 48 hours of the execution of this
agreement. The Seller warrants that it owns the assets described in Section
C free and clear and that the Software of MetroBingo does not infringe upon
the patents, trademarks, or proprietary rights of any other party. The
Seller agrees to return all ICRS shares in its possession, either free
trading or restricted, in the event a third party is able to prove that the
MetroBingo Software does infringe upon the trademarks, patents, or
proprietary rights of said third party.
E) In the event of a dispute arising from the interpretation of this
Agreement, said dispute shall be submitted to a binding arbitration process
in place for the province of British Columbia whereupon both parties hereby
agree to abide by the decision of the arbitrator.
F) Time is of the essence hereof.
G) This Agreement contains the entire agreement between both parties and there
are no other agreements, warranties, conditions or guarantees, either
verbal or written except those expressed herein.
H) The laws pertaining to this Agreement shall be the laws of the province of
British Columbia, Canada and if any part of this agreement should be found
to be unenforceable for any reason, then the balance of this Agreement
shall be unaffected and shall continue to be binding on the parties hereto.
I) This Agreement shall not be assigned and shall not be binding upon all or
any executors, receivers, or trustees of the parties hereto.
Dated this 28th day of August, 1999 in the city of Surrey, the province of
British Columbia.
ICRYSTAL INC.
/S/ D. SLAMKO
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POWER STAR CORP.
/S/ XXXXXXXX XXXXXXX
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XXXXXXXX XXXXXXX
