AMENDED AND RESTATED OPERATING,
LICENSE, REVENUE SHARING AND
MANAGEMENT SERVICES AGREEMENT
This Amended and Restated Operating, License, Revenue Sharing and
Management Services Agreement ("Agreement") is effective as of the 5th day of
May, 1998, by and between ASANOL MANAGEMENT CORP. with its directors, officers,
agents representatives and assigns, hereinafter "Licensee", and Xxxxxxxx.xxx
(IOM) Limited, hereinafter "CIOM", an Isle of Man corporation.
RECITALS
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These recitals form a material part of this agreement.
WHEREAS, CIOM and/or its affiliates through contractual agreements with
third parties develops gaming software, transaction systems for verifiable
events wagering, and has developed valuable technology; software, technical and
support know-how and related expertise know as CR Netbook (TM)" (hereinafter
"Proprietary Technology").
WHEREAS, Licensee wishes to license Proprietary Technology from CIOM and
wishes to enter into an agreement with CIOM for CIOM and/or its affiliates
through contractual agreements with third parties to market the services of a
sports gaming facility pursuant to which Licensee intends to operate and market
the services of a sports gaming facility that provides wagering opportunities on
verifiable events in sports, and on-line casino games.
WHEREAS, CIOM and/or its affiliates through contractual agreements with
third parties provides services in order for the licensee to operate and
maintain its own call center.
WHEREAS, the Parties are entering into a non-exclusive license agreement by
which CIOM grants Licensee a non-exclusive license to Proprietary Technology
owned by CIOM and/or its affiliates in connection with the sportsbook, with its
operational center in Costa Rica, and other associated sites as needed.
WHEREAS, Licensee shall be responsible for all marketing and shall provide
the bankroll and assume all business risk of the on-line Casino Sportsbook
operation, including but not limited to paying out all winners, and will provide
all the business rules governing the on-line Sportsbook & Casino.
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements recited in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each Party, the Parties hereby agree as follows:
1. TERM AND CONDITIONS PRECEDENT
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1.1 Term. This Agreement shall remain in force indefinitely until
terminated by either party for cause, or under paragraph (1.2, 1.3, 1.4)
1.2 Termination. Either party to this contract can terminate upon giving 6
months written notice of termination, without cause, but no less than 2 years
from the Website being operational, presently estimated to be May Pt 1998.
Unless a superseding agreement is entered into by the parties, CIOM will not
have any duty of any nature upon the termination of this agreement (except the
terms, which this Agreement include), but will agree to do what ever is
necessary to effect a smooth transition for Licensee.
1.3 Dissolution. Licensee may unilaterally turn down the delivery of the
system as suggested, and as such CIOM has no right of claim on Licensee for
costs damages or other charges that are associated with the development,
building and construction of the site, other than such requests specifically
ordered by Licensee and executed by CIOM.
1.4 Cancellation at infringement Upon occurrence of any Event of Default
described herein, and as can be reasonably expected as standard business
practices in addition to all other rights and remedies available under the
Uniform Commercial Code of Isle of Man or other applicable law, this Agreement
or otherwise, Licensee shall be entitled to terminate this Agreement without any
further obligation to CIOM, with or without notice to or consent by CIOM, except
if such notice, consent, or judicial process is expressly required by law.
2. SYSTEMS REQUIREMENTS. PERFORMANCE STANDARDS AND EQUIPMENT SHARING
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2.1 The System. The system is defined and limited to server centers in
Vancouver and Costa Rica with the required tele-communications connectivity to
operate Web servers and transaction servers in the two locations to offer
betting services to the North American and Russian sports market, Software and
Hardware which is necessary to system operate.
2.2 Proprietary Data Bases. CIOM shall provide a reasonable system
design to create proprietary databases of Clients who visit, register, or wager
at the Site. CIOM will not solicit Licensee's clients or sell, disclose, or
knowingly transmit, any proprietary client data to any third party without
Licensee's written consent. Databases and the all information from these
databases and a program interface are Licensee's property.
2.3 Player Registration. CIOM shall provide user access to allow users
to register electronically as prospective account holders of the Site and to
review all rules, terms, and conditions applicable to Gaming and other uses on
the Site.
2.4 Player Assistance. Licensee shall pay player support as needed to
maintain the system even if supplied by CIOM (consultation, explanation and
etc.).
2.5 Financial Transactions. CIOM shall prepare and provide to Licensee
such applications as are necessary to provide electronic or other access to
banks to transfer Win/Loss administered by Licensee as well as archival storage
capabilities for later audit and verification purposes. Such a system shall be
integrated into operating software and operate under the commercial name
"EBANX". All accounts shall be available for review by Licensee upon request,
and will be audited by Pannel Xxx Xxxxxxxx'x Vancouver Office. Final release of
profits from operations shall be made on a weekly basis after account reviews
both by Licensee and CIOM License will enter into a separate agreement with
eBanx outlining the relationship between Licensee and eBanx.
2.6 Operation and Repair. Licensee shall pay and CIOM shall provide the
installation of the servers necessary to run the system as described. These
servers are Licensee's property. CIOM shall, during the term of this Agreement,
keep the Servers in good working condition and repair, except for any damage
caused to the Server by any negligent act of Licensee or its agents, employees,
or invitees, and except for reasonable wear and tear and events beyond CIOM 's
control. CIOM shall, during the term of this Agreement, provide sufficient
Server capacity such that users of the Licensee Sportsbook may reasonably
operate the applications contained in the Licensee Sportsbook. If and when
required, additional bandwidth will be added and paid for as an item from
operating expenses. All repairs made by CIOM shall be at its expense. Licensee
expressly waives and relinquishes the provisions of any law or any other right
permitting Licensee to make repairs at CIOM's expense. CIOM shall have no
liability to Licensee for damages arising from or related to operation of the
Server except for willful misconduct of CIOM's employees, agents, or invitees.
2.7 Web Site. CIOM shall develop the original web-site for Licensee.
This web-site will be the property of CIOM until all systems and components are
accepted and paid for by Licensee. After this payment the Web-site will be the
Licensee's property and CIOM must transfer to the Licensee all original
program's material about Web-site. CIOM can't sell or use this Web-site without
Licensee's permission.
2.8 Flaws or Glitches. CIOM shall promptly provide and immediately
correct any flaws or glitches in any program or graphic displays
2.9 Audit of Books and Records. Regular audits shall be paid from
operating expenses. Any extraordinary audits requested by either party shall be
paid for by the initiating party, unless a discrepancy of more than s~ is
discovered by the audit, in which case the costs shall be paid by CIOM.
2.10 Extent of Service. The Service provides for software and hardware
maintenance of the System at
2.11 Marketing. CIOM, through service agreements, shall develop and
provide a marketing plan for Licensee.
3. EXPENSES, REWARDS, AND REVENUE SHARING, PROPERTY
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3.1 The party's expenses must be coordinated in the Budget. The Budget
shall be considered part of this Agreement (Appendix "A"):
3.1.1 Telecom Cost Sharing. Licensee shall pay for its own Call
Center equipment.
3.1.2 Licensee shall pay for Call Center Telecom Charges.
3.1.3 Operating Cost The Licensee shall pay all operating costs
for the system and the site while CIOM shall pay all software and hardware
maintenance cost.
3.1.4 Marketing. Once the marketing plan, which was developed by
CIOM for Licensee, is approved by Licensee, Licensee shall pay all marketing
costs connected with Licensee's Web-site as described in Budget, which is
considered part of this Agreement.
3.1.5 Web-site. The Licensee shall pay for the development of the
original web site to CIOM, with all modifications and changes to the site paid
by Licensee (exclude the paragraph 2.8 of this Agreement) at the current rates
applicable at the time of the changes. The Licensee shall pay for the
development of the Web-site after acceptance of the whole system.
3.1.6 Player Assistance. Licensee shall pay player support as
needed to maintain the system, cost to be determined, but presently estimated to
be 2 telephone operators and equipment.
3.1.7 All other expenses that connect with operating of the system
but not indicate in this Agreement shall be paid from the sum incoming from
wagering, unless specifically defined and agreed by Licensee.
3.2 All revenue sums, which come from the online and Call Center must
deposit to the Licensee's account, after deducting CIOM Revenue share, operating
costs and other incidentals.
3.3 Licensee shall share in the Gross Revenue (Appendix "A") as
follows:
3.3.1 All generated revenue:
- CIOM- 50% (Fifty percent);
- Licensee - 50% (Fifty percent)
3.4 All equipment, including servers, hardware, software, which was
paid by Licensee, is Licensee's property.
4. JUDGMENT OF INFRINGEMENT
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If a court of competent jurisdiction issues a final judgment or issues a
final injunction declaring the Proprietary Technology invalid in its entirety or
as infringing upon the rights of any third party to preclude or substantially
impair the lawful operation of the Proprietary Technology~ Licensee's Site or
Licensee's Sportsbook, this Agreement shall terminate.
5. WARRANTIES AND AMENABILITY
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5.1 Licensee Protection from the Encroachment by the Third Persons.
CIOM shall guarantee that it is lawful owner of all the Proprietary Technology
rights as well as of all software that is developed for the Licensee and shall
defray all legal and other costs for all and any manner of actions, causes of
action or suits relating to any encroachment, larceny or claims for the CIOM
Proprietary Technology or software even if they are asserted against the
Licensee, and all the loss covered in that manner shall be paid by CIOM The
Licensee will agree to do whatever is necessary in the proceedings relating to
any of such action, cause of action or legal process without defraying costs.
6. MISCELLANEOUS
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6.1 Arbitration. All claims, demands, or disputes of any kind between
the Parties arising under or related to this Agreement shall first be submitted
to mediation before a single mediator selected by the Parties. If, after Thirty
(30) days after such mediation has been initiated, the dispute has not been
resolved to the satisfaction of both Patties, the Parties shall then submit the
dispute to binding arbitration conducted in the English language in Xxxxxxxxx,
XX, Xxxxxx under the rules of the International Arbitration Center. Each Party
shall select an arbitrator, after which the arbitrators selected by each Party
shall select a third arbitrator. Any award from the panel of arbitrators shall
be conformable in any court of competent jurisdiction and shall be entered as a
judgment enforceable by the prevailing Party. Any award from the panel of
arbitrators shall include an award of reasonable attorneys' fees and costs to
the prevailing Party.
6.2 Assignment. AMC shall have the right, subject to CIOM's reasonable
consent to assign this Agreement to a subsidiary, affiliate, or a purchaser or
all or substantially all the stock or assets of AMC after which any such
assignee or purchaser shall become a party to this Agreement. CIOM shall have
the right to assign this Agreement at anytime without the prior consent of AMC
6.3 Choice of Law. All disputes concerning the validity,
interpretation, or performance of this Agreement and any of its terms or
conditions, or of any rights or obligations of the Parties, shall be governed by
the laws of the State of Isle of Man, except its conflicts of laws.
6.4 Survival of Obligations. Each Party does for it and its successors,
heirs, executors, administrators, representatives, insurers, agents, and
assigns, covenants and agrees that it and they will continue to adhere to the
restrictions and obligations of this Agreement and this Agreement shall inure to
their continued benefit.
6.5 Recitals. The recitals shall be considered part of this Agreement.
6.6 Notices. Any notice given by either Party to the other Party shall
be deemed to have been sufficiently given if sent by registered air mail or by
cable, telex, or telecopier, to the address of the Party as follows, unless such
other Party designates another address in writing:
If to CIOM~
Xxxxxxxx.xxx (IOM) Limited
Castle 0-0000, Xxxxxxxx Xxxx
International House
Douglas, Isle of Man
British Isles, 1W 4RB
Blank (fill in)
If to Licensee:
ASANOL MANAGEMENT CORP.
Road Town,
Pasea Estate,
SCHEDULE "A"
Systems User Fee
In exchange for the Network Fees paid to CIOM, it shall provide the
following:
Transaction server in Costa Rica
Web server in-Vancouver
Satellite ground station and hookup facilities
Network access to the Internet
System Use Fee for Website:
US$5,000/month for Bandwidth cost and network fee, from the time of
commencement of operation of the Website.
Server cost: $6,000/server X 2 = US$12,000
System User Fee for Call Center
Fixed and Variable Charges plus Operating Costs
Operating Costs
CIOM shall pay for the maintenance of the system while the system is
hosted on servers on its network When the system is installed on
Licensee's network it will pay for all operating and maintenance costs,
including any all costs to build separate facilities to host the system,
according to Schedule GP Operating Projections attached.
Website
The web site development is quoted as costing $40,000
Software License
The license cost is US$150,000, payable in two stages, US$75,000 at
the time of the signing of the Agreement, and $75,000 within 60 days
of the completion of installation and delivery of the system.
Revenue Sharing
Sportsbook Revenue
Licensee - 50% of the Gross Gaming Revenue ("GGR").
CIOM- 50% of the GGR.
Casino Gaming
Licensee - 50% of the GGR
CIOM- 50% of the GGR.
Set Up Fees
Software License $150,000
Website $40,000
Server $12,000
Total: US$202,000 Due at Signing
ASANOL MANAGEMENT CORP.
By:/s/ Xx. X. Xxxxxxxxxxx
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Title: Director
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XXXXXXXX.XXX (IOM) LIMITED
By: /s/ Xxxx Xxxxxx
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Title: President
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