EXHIBIT 10.23
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made and
entered into this 23rd day of December, 2002, by and between Xxxxxxxx Xxxxxx
Xxxxxxxx ("Seller"), Xxxxxxx Xxxxxx, Dolphin Advanced Technologies Pty Ltd. and
Dolphin Products Pty Ltd. (collectively, "Guarantor"), and VendingData
Corporation, a Nevada corporation ("Buyer").
RECITALS
WHEREAS, Buyer and Seller have negotiated the purchase and sale of all
tangible and intangible assets that relate to an electromechanical playing card
deck verification device and Optical Character Verification ("OCV") technology
under the registered name DeckChecker(R) and the associated vault tooling (the
"DeckChecker(R)") and described in Exhibit "A" attached hereto and incorporated
herein by this reference;
WHEREAS, Seller is the owner of certain assets relating to the
DeckChecker(R), being certain unencumbered tangible personal property,
equipment, tools, parts, supplies, raw materials, manufacturing documents,
Gerber files, sources and parts lists, related financial statements, product
literature, finished goods, and works-in-progress (collectively the "Tangible
Personal Property") and all intellectual property being all patents, unpatented
inventions, patent interference proceedings, rights under patent cooperation
treatises, patent applications, patent rights, inventions, trade secrets,
processes, proprietary rights, proprietary knowledge, computer software,
registered trademarks, names, service marks, trade names, registered copyrights,
symbols, logos, franchises, blueprints and permits and all applications
therefor, registrations thereof and licenses, sublicenses or agreements in
respect thereof, which Seller owns or has the right to use, and all transferable
filings, registrations or issuances of any of the foregoing with or by any
federal, state, local or foreign regulatory, administrative or governmental
office, rights under technology licenses, choses-in-action, information
contained in computer media (such as data bases, source and object codes and
information therein) and derivatives thereof, including the right to make, use,
and vend goods utilizing any of the foregoing, together with all cash and
non-cash proceeds and products thereof, including the Intellectual Property
listed on Exhibit "B" attached hereto and incorporated herein by this reference
(collectively, the "Intellectual Property");
WHEREAS, the parties wish to enter into a definitive agreement pursuant
to which Buyer shall buy, and Seller shall sell the Tangible Personal Property
and the Intellectual Property (the "Acquired Assets").
AGREEMENT
In consideration of the recitals set forth above and the mutual
covenants and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties covenant that the foregoing Recitals are true and correct and further
agree as follows:
1. SALE OF PROPERTY
Subject to the terms and conditions set forth in this Agreement, Seller
shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall
purchase from Seller, all right, title and interest of Seller in and to the
Acquired Assets.
2. LIABILITIES NOT ASSUMED
a.) Buyer acknowledges that Guarantor has, prior to the date of
this Agreement, sold independently thirty (30)
fully-operational units of the DeckChecker(R) ("pre-sold
units"). Warranties were provided at the date of sale of these
machines, which primarily required Guarantor to:
ii. Warrant the mechanics of each unit for a period of 12
months;
iii. Warrant the electronics on each unit for a period of
6 months.
b.) Seller undertakes that no warranties remain in force in
respect of these machines.
c.) Buyer acknowledges that neither Seller nor Guarantor can
continue to service, support and maintain the pre-sold units
if and when requests are made by the purchasers of same, as to
provide ongoing service would constitute a default under this
Agreement.
d.) Guarantor undertakes to advise the owners of pre-sold units
that the Buyer, or their authorized Agent, shall provide
ongoing service, support and maintenance of the pre-sold
units.
e.) Except as above, Buyer shall not, by the execution of this
Agreement or the consummation of the transaction contained
herein, assume or otherwise be responsible for any liability
or obligation of any nature of Seller or Guarantor, or any
claims of liability or obligation, matured or unmatured,
liquidated or unliquidated, fixed or contingent, or known or
unknown, whether arising out of occurrences prior to, at or
after the date hereof.
3. PURCHASE PRICE
(a) The total purchase price (the "Purchase Price") and any other
transactions under this Agreement shall be payable in US
dollars. The Purchase Price for the Acquired Assets shall be
One Million Nine Thousand Eight Hundred Dollars (US)
($1,009,800) in cash, payable as follows:
(i) Five Hundred Four Thousand Nine Hundred Dollars
($504,900), which shall be non-refundable and which
shall be due upon Buyer's successful production, at
Buyer's Las Vegas, Nevada facility of five (5)
fully-operational and "universal" units of the
DeckChecker(R) (the "First Payment"); and;
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(ii) Five Hundred Four Thousand Nine Hundred Dollars
($504,900) which shall be non-refundable and which
shall be due within six (6) months of the date on
which Buyer tenders the first payment described
above, to Seller(the "Second Payment")
(iii) For the avoidance of doubt, Buyer acknowledges that
should the Buyer default on its obligations under
this Agreement, including making the Second Payment,
title to the Acquired Assets in addition to the First
Payment and any other payments made, shall remain
fully the property of Seller.
(b) For purposes of this Agreement, "universal" shall mean that
the unit has the ability to recognize jumbo index, jumbo
chart, and standard index playing cards without changing the
camera lens configuration, software, or power supply.
4. THE PROVISION OF ASSISTANCE
(a) Guarantor will do everything in its power, and exert its best
efforts, to assist Buyer with its technical knowledge,
know-how, training and advice as may be required for Buyer to
assemble seventy-five (75) fully-operational and "universal"
units. In this regard it is noted that:
i. The first 100 hours of assistance provided by the
Guarantor shall be provided at the Guarantor's
expense. Any assistance provided thereafter shall be
by negotiation between the Buyer and Dolphin Advanced
Technologies Pty Ltd.
ii. For the avoidance of doubt, Buyer acknowledges that
it does not require Guarantor to exert its best
efforts to assist Buyer with its technical knowledge,
know-how, training and advice as may be required
beyond the date that the Second Payment falls due.
5. THE PURCHASE OF INVENTORY
(a) Buyer acknowledges that Seller owns and has in its possession
six (6) fully- operational units of the DeckChecker(R) in
addition to a complement of spare parts (the "Inventory"). In
addition to the Purchase Price, the Buyer shall:
i. Purchase the Inventory of Seller for the
non-refundable amount of Thirty Five Thousand Dollars
($35,000)
ii. Acknowledge that the Seller reserves the right to
sell up to ten (10) fully-operational units of the
DeckChecker(R) for the purposes of recouping the
costs of its Inventory. No such sale shall constitute
a default under this Agreement.
(b) Should Buyer elect to purchase the Inventory, Buyer
acknowledges that the cost of any upgrades or modifications to
the Inventory shall be borne by Buyer.
(c) Should Buyer elect to purchase the Inventory, payment for the
Inventory will become due thirty (30) days from the date of
invoice by Seller.
6. DELIVERY OF VAULT TOOLING
(a) Buyer shall purchase vault tooling from the Seller for the sum
of $9,800.00 in addition to the Purchase Price. This vault
tooling comprises three (3) tools, one (1) each for body,
sliding lid and location button (the "Vault Tooling").
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(b) If Buyer requires delivery of the Vault Tooling to its
premises or other nominated location before Buyer has tendered
to Seller the First Payment, then Buyer will immediately pay
Seller the amount of Four Thousand Nine Hundred Dollars
($4,900) (the "First Vault Payment"). Upon receipt of the
amount of Four Thousand Nine Hundred Dollars ($4,900), Seller
will release the Vault Tooling to Buyer and will have
delivered the Vault Tooling according to the instructions of
Buyer.
(c) Buyer shall tender to Seller, within thirty (30) days of the
First Vault Payment, an additional payment of Four Thousand
Nine Hundred ($4,900) (the "Second Vault Payment").
(d) The cost of insurance and transport of said tooling will be
entirely the responsibility of Buyer.
(e) Should either the First Payment or Second Payment foreshadowed
in Section 3 not be attended to, Buyer shall be responsible
for the delivery and return of any and all Vault Tooling
provided in accordance with this Section.
7. REPRESENTATIONS AND WARRANTIES OF SELLER
As further consideration for Buyer to enter into this Agreement, Seller
represents and warrants to Buyer that the statements contained in this section
are, and, at Closing, will be, true, correct and complete:
(a) AUTHORITY. Seller has the full right and authority to enter
into this Agreement and to consummate the transactions
contemplated by this Agreement. The representatives of Seller
executing this Agreement have full authority to do so.
(b) TITLE. Seller shall deliver to the Buyer the Acquired Assets
with good and marketable title.
(c) EXECUTION AND DELIVERY. The execution and delivery of this
Agreement and other related documents by Seller, and the
performance by Seller of the transactions contemplated herein
will be binding upon Seller in accordance with their
respective terms.
(d) CONFLICT. The execution and performance of this Agreement and
other related documents by Seller will not result in any
violation of, or be in conflict with, any term or provision of
(i) any contract to which Seller is a party, or (ii) any law,
ordinance, rule, statute, order, judgment or decree to which
Seller and Guarantor are subject.
(e) NO VIOLATION. Neither the execution of this Agreement nor the
transactions contemplated by this Agreement shall violate any
of the terms and conditions of any agreement giving any person
or entity rights in the Acquired Assets.
(f) COMPLIANCE WITH LAWS. Seller has complied and is in compliance
in all material respects with all laws, statutes, ordinances,
orders, rules, regulations, polices and guidelines
promulgated, and all judgments, decisions and orders entered,
by any federal, state, local or foreign court or governmental
authority or instrumentality that are applicable or related to
Seller or the Acquired Assets.
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(g) INTELLECTUAL PROPERTY. Seller is the sole and exclusive owner
of all right, title and interest in and to the Intellectual
Property, free and clear of all liens whatsoever. Except
insofar as application has been made by Seller for Trade Xxxx
protection as contained in Exhibit B, which applications shall
be discontinued if requested by Buyer, there is not pending or
threatened any investigation, proceeding, inquiry or other
review by any federal, state, local or foreign regulatory,
administrative or governmental office or offices with respect
to Seller's right, title or interest in any Intellectual
property. None of Seller's rights to the Intellectual Property
infringes upon or violates the rights of any other person, or
is subject to challenge, claims of infringement, unfair
competition or other claims, and no product, process, method
or operation presently manufactured, sold, subject to testing,
under development, otherwise engaged in or employed by Seller
infringes upon any rights owned by and other person. There are
no pending or threatened claims or litigation against Seller
contesting the right of the Seller to sell, engage in or
employ any such product, process, method or operation. Seller
has the exclusive right to own, use and license others to use
the computer software (the "Software") relating to the
DeckChecker(R). Seller has not licensed or otherwise
authorized any other person to use or make use of all or any
part of the Software, nor has Seller granted, assigned or
otherwise conveyed any right in or to the Software.
(h) APPROVALS. No consent, approval, authorization of, or
exemption by, or filing with, any governmental authority is
required to be obtained or made by Seller in connection with
the execution, delivery and performance by Seller and
Guarantor of this Agreement and the consummation of the
transactions contemplated hereby.
(i) UNTRUE STATEMENT OR OMISSION. No representation or warranty by
Seller or Guarantor in this Agreement contains, or will
contain as of the Closing, any untrue statement of a material
fact, or omits, or will omit, as of the Closing, a material
fact necessary to make the statements contained herein not
misleading.
8. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
(a.) ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Nevada and has the corporate power and
authority to conduct its business as presently conducted and
to own and hold the properties used in connection with the
conduct of its business.
(b.) NO VIOLATION. The execution and performance of this Agreement
by Buyer will not result in any violation of, or be in
conflict with, any term or provision of (i) the articles of
incorporation or bylaws of Buyer, (ii) any contract to which
Buyer is a party, or (iii) to the best of Buyer's knowledge,
any law, ordinance, rule, statute, order, judgment or decree
to which Buyer is subject.
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(c.) UNTRUE STATEMENT OR OMISSION. No representation or warranty by
Buyer in this Agreement contains, or will contain as of the
Closing, any untrue statement of a material fact, or omits, or
will omit as of the Closing, a material fact necessary to make
the statements contained herein not misleading.
9. COVENANTS OF THE PARTIES
(a) REASONABLE EFFORTS. Each party shall, in good faith, use all
reasonable efforts to take all actions and do all things
necessary, proper or advisable to consummate the transactions
contemplated by this Agreement including, without limitation,
using all reasonable efforts to cause the conditions set forth
in Section 10 of this Agreement for which such party is
responsible to be satisfied as soon as reasonably practicable
and to prepare, execute, acknowledge or verify, deliver and
file such additional documents, and take or cause to be taken
such additional actions, as the other party may reasonably
request to carry out the purposes or intent of this Agreement,
both before and after Closing.
(b) GOVERNMENTAL MATTERS. Each party shall, in good faith, use all
reasonable efforts to take any additional action that may be
necessary, proper or advisable in connection with any other
notices to, filings with, and authorizations, consents and
approvals of any court, administrative agency or commission,
or other governmental authority or instrumentality that it may
be required to give, make or obtain.
10. CONDITIONS PRECEDENT
The obligation of Buyer to close the transactions contemplated by this Agreement
is subject to the satisfaction of each of the following conditions prior to the
date of the Closing, any of which may be waived only through an express writing
by Buyer:
(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller set forth in this Agreement shall be true
and correct as of the date of this Agreement and as of the
Closing. Seller shall have delivered to Buyer a certificate
affirming that all such representations and warranties are
true and correct as of the Closing Date.
(b) PERFORMANCE OF THE AGREEMENT. Seller shall have performed and
observed in all material respects all obligations and
conditions to be performed or observed by him under this
Agreement at or prior to the Closing.
(c) CONSENTS REQUIRED FOR TRANSACTION. All consents, approvals,
waivers and releases from third parties for the consummation
of the transactions contemplated by this Agreement shall have
been validly obtained, and these consents, approvals, waivers
and releases shall be in full force and effect. Seller shall
provide evidence that these third party consents, approvals,
waivers, and releases have been obtained, as Buyer may
require.
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11. CLOSING
(a) THE CLOSING. The closing of this transaction (the "Closing")
under this Agreement for the purchase and sale of the Acquired
Assets shall be held at 0000 Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx
at 2:00 p.m., Las Vegas, Nevada time on Dec. 23, 2002 (the
"Closing Date"). The official transfer time of the Acquired
Assets, and the time at which Buyer shall be deemed to have
acquired the Acquired Assets as its own shall be 2:00 p.m. on
the Closing Date.
(b) DELIVERIES AT THE CLOSING. On the Closing Date, Seller hereby
agrees to deliver to Buyer a Xxxx of Sale and Assignment in
the form attached hereto as Exhibit "C."
(d) EXECUTION OF DOCUMENTS. The Closing may be accomplished in
person, by facsimile, overnight courier, telephone conference
or as otherwise agreed by the parties.
12. INDEMNITY
(a) INDEMNIFICATION OF SELLER. Buyer agrees to indemnify, defend
and hold Seller and its assigns harmless from and against any
and all claims, actions, damages, liability, costs and
expenses (including reasonable attorneys' fees) arising from
or out of: (i) any occurrence caused by the act or omission of
Buyer, its employees or agents; (ii) any violation of any law,
regulation or ordinance applicable to Buyer; or (iii) any
breach or violation of the terms of this Agreement by Buyer.
Buyer shall not incur any defense costs for Seller's account
without Seller's prior written consent.
(b) INDEMNIFICATION OF BUYER. Seller agrees to indemnify, defend
and hold Buyer, and its respective officers, employees,
directors and stockholders, harmless from and against any and
all claims, actions, damages, liability, costs and expenses
(including reasonable attorneys' fees) arising from or out of:
(i) any occurrence caused by the act or omission of Seller or
its agents; (ii) any violation of any law, regulation or
ordinance applicable to Seller; or (iii) any breach or
violation of the terms of this Agreement by Seller. Seller
shall not incur any defense costs for Buyer's account without
Buyer's prior written consent.
13. NONCOMPETITION COVENANT
Seller recognizes that the covenants not to compete as contained in this Section
10 are an essential part of this Agreement and that, but for the agreement of
Seller to comply with such covenants, Buyer would not have entered into this
Agreement. Seller acknowledges and agrees that this covenant not to compete is a
necessary element of this Agreement and that irrevocable harm and damage will be
done to Buyer if Seller competes with a product similar to the DeckChecker(R).
Seller accordingly covenants and agrees that commencing on the date upon which
the Closing takes place and for a period of sixty (60) months thereafter (the
"Term"), Seller will not own, manage, operate, join, control, participate in, or
be connected with, as a stockholder, partner, consultant, or otherwise, any
business, individual, partner, firm, corporation or other entity, which is then
in direct competition with the DeckChecker(R). Until the end of the Term, Seller
will not directly solicit any of Buyer's employees to work for or invest in, as
the case may be, any business, individual, partnership, firm, corporation or any
other entity then in direct competition with the DeckChecker(R). Should any
portion of this Section 10 be deemed unenforceable because of the scope,
duration or territory encompassed by the undertaking of Seller hereunder, and
only in such event, then Seller and Buyer consent and agree to such limitation
on scope, duration or territory as may be finally adjudicated as enforceable by
a court of competent jurisdiction after exhaustion of all appeals.
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14. GENERAL PROVISIONS
(a) EXPENSES. Seller and Buyer each shall, whether or not the
transactions contemplated by this Agreement are consummated,
pay their own respective legal fees and other expenses
incurred in connection with the proposed transaction.
(b) BROKERS. Each party represents and warrants to the other that
there is no broker or finder retained by such party in
connection with the transactions contemplated by this
Agreement. Each party agrees to indemnify and hold the other
harmless from and against all liabilities or claims
(including, without limitation, costs and attorneys' fees)
that may be asserted against the other by reason of a claim
for compensation by any person, firm or corporation introduced
by the indemnifying party in connection with the transactions
contemplated hereunder.
(c) NOTICES. All notices and other communication under this
Agreement to any party shall be in writing and shall be deemed
given when delivered personally to that party, transmitted via
facsimile (with electronic confirmation) to that party at the
facsimile number set forth below, mailed by certified mail
(postage prepaid return receipt requested) to that party at
the address set forth below, or delivered by Federal Express
or any similar nationally recognized express delivery service
for delivery to that party at that address:
IF TO SELLER: Xxxxxxx Xxxxxx
Director, Special Projects
Dolphin Advanced Technologies Pty Ltd.
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx Xxxx 0000
Xxxxxxxxx
AND: Xxxxxxx Xxxxxx
Director, Special Projects
Dolphin Products Pty Ltd.
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx Xxxx 0000
Xxxxxxxxx
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IF TO BUYER: Xxxxxx X. Xxxx
President and Chief Executive Officer
VendingData Corporation
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
WITH COPY TO: Xxxxxx X. Xxxxx
VendingData Corporation
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
(d) NON-WAIVER. The failure by any party to insist upon strict
compliance with any term or provision of this Agreement, to
enforce a right, or to seek a remedy upon any default of the
other party shall not affect or constitute a waiver of the
first party's right to insist upon strict compliance, enforce
that right, or seek a remedy to that default or any prior,
contemporaneous or subsequent default. No custom or practice
of the parties that varies from any provision of this
Agreement shall affect or constitute a waiver of any party's
right to demand strict compliance with all provisions of this
Agreement.
(e) HEADINGS. The headings of the various sections of this
Agreement are not a part of the context of the Agreement, are
merely labels to assist in locating the sections, and shall be
ignored in construing this Agreement.
(f) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the
same Agreement.
(g) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada,
without regard to principles of conflicts of law. All rights
and remedies of each party under this Agreement shall be
cumulative and in addition to all other rights and remedies
that may be available to the party from time to time, whether
under this Agreement, at law, in equity or otherwise.
(h) SEVERABILITY. If any court of competent jurisdiction
determines that any provision of this Agreement is
unenforceable, that court shall have the jurisdiction to
reform the applicable provision so that it is enforceable to
the maximum extent permitted by law, and the parties shall
abide by that court's determination. In the event that the
applicable provision cannot be reformed, it shall be severed
from this Agreement, and every other provision of this
Agreement shall remain in full force and effect.
(i) BINDING EFFECT. This Agreement shall be binding upon, inure to
the benefit of and be enforceable by and against the parties
and their respective successors, predecessors, parents,
affiliates, subsidiaries, divisions, officers, directors,
shareholders, employees, advisors, consultants, insurers,
attorneys, heirs, executors, administrators and any persons
claiming rights by, through or under them.
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(j) BUYER'S RIGHT OF ASSIGNMENT. Buyer shall have the right to
assign its interests under this Agreement to a corporation or
other entity controlled by Buyer without Seller's consent, if
Seller has received full payment for any outstanding monies
due under the Agreement. If Seller has not received full
payment for any outstanding monies, Buyer must obtain written
approval from Seller before making any assignment of its
rights under this Agreement.
(k) ENTIRE AGREEMENT. This Agreement, including the exhibits and
schedules attached hereto, constitutes the entire agreement
between the parties and supersedes all prior representations,
agreements and understandings of the parties, including,
without limitation any letter of intent or letter of
understanding or similar documents. No addition to or
modification of this Agreement shall be binding unless
executed in writing by the party against which enforcement is
sought.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
"SELLER"
XXXXXXXX XXXXXX XXXXXXXX
/S/ XXXXXXX XXXXXXXX
--------------------
"GUARANTOR"
SIGNED BY XXXXXXX XXXXXX ) /S/ X. X. XXXXXX
In the presence of /s/ Xxxxx Xxxxx ) /S/ XXXXX XXXXX
And
DOLPHIN ADVANCED TECHNOLOGIES PTY LTD.
By: /S/ X.X. XXXXXX
-----------------------------------
Xxxxxxx Xxxxxx as a person authorised
to sign on behalf of the Company under
its Articles of Association
Its: Director, Special Projects
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DOLPHIN PRODUCTS PTY LTD.
By: /S/ X.X. XXXXXX
-----------------------------------
Xxxxxxx Xxxxxx as a person authorised
to sign on behalf of the Company under
its Articles of Association
Its: Director, Special Projects
"BUYER"
VENDINGDATA CORPORATION,
a Nevada corporation
By: /S/ XXXXXX X. XXXX
--------------------------------------------
Xxxxxx X. Xxxx
Its: President and Chief Executive Officer
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EXHIBIT A
PRODUCT & PRODUCT PERFORMANCE SPECIFICATIONS
ONE UNIT OF THE PRODUCT COMPRISES:
(a) DECK-CHECKER(R) card scanning and verification machine, including one
output box and one roll of paper;
(b) Computer software for programming the machine to accept different
manufacturer's cards, not including the Source Code;
(c) Includes the annexed list of consumables and spare parts;
(d) Product design Xxxxx Xxxxx Xx. 0 Design drawing DAT-DDC-1; Issue No. 3
1-5-2000; and
(e) Any subsequent upgrade or new model.
PRODUCT PERFORMANCE SPECIFICATIONS
An electromechanical device that uses optical character verification software
and hardware in combination to automatically check one face of paper playing
cards, ensuring completeness or otherwise of individual suits in terms of the
number of decks (packs) placed into the machine by the operator. In order to
perform its recognition and verification functions, the machine must be
specifically programmed for each card type by the manufacturer or its authorized
representative.
The device will not recognize cards that have obscure symbols or denominations,
cards that are poorly printed or printed out of registration or die-cut in such
a way as to move the recognition parameters beyond the programmed recognition
zone.
The device will not accept cards that are badly damaged (either bent or torn) so
as to prevent them passing freely through the feed-slot of the xxxxxx-loader.
Because the feed mechanism is designed to accept single cards at any one time,
two or more cards that are stuck together due to the presence of food or
beverage residue will not pass through the feed-slot.
The device will display on its LCD screen, or by issuing a printed report, the
status of the cards examined in terms of completeness or otherwise e.g. Passed;
Failed - extra cards, missing cards, cards unrecognized, boxed cards.
Exposure to dirt, dust, moisture, vibration, electrical interference or the
permitting of extraneous light (particularly from a fluorescent source) to enter
the camera's field of view may prevent the proper operation of the device.
The device is designed to operate in a normal office environment (humidity not
exceeding 40%) and located away from devices or equipment that emit electrical
interference.
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The device is programmed to display or print a report showing the following
information:
Operator #(6 digits)
Table #(6 digits)
Time
Date
Type or card (name of manufacturer)
Game type for which the cards will or have been used
Packs #(decks)
Cards #(total number examined)
Seal # (optional)
The device is able to examine approximately 200 cards per minute.
Operating power requirements are a constant 240 Volts AC at 50 Hz and a maximum
10 amps without spikes or surges.
Each device is supplied complete with one out-put box with a separate lid. The
out-put box is capable of being sealed for security purposes with a
tamper-evident seal (not supplied).
================================================================================
DECK CHECKER SPECIFICATION
1. Scans 1-8 decks of standard size playing cards. Card size
88(L) x 63(W) mm
2. Scanning rate 1 standard 52 card deck in 15 seconds
3. Operates in 2 versions for Jumbo Index & Standard Index cards
4. Operates in 2 versions 110Volt/60Hz and 240Volt/50Hz and AC
main drive motor
5. Accommodates a standard 8-deck Card Vault
DECK CHECKER "UNIVERSAL" MODEL
1. Scans 1-8 decks of standard size playing cards. Card size
88(L) x 63(W) mm
2. Scanning rate 1 standard 52 card deck in 15 seconds
3. Operates as a single "universal" model capable of recognizing
Jumbo Index, Standard Index and Tec-Art configurations without
the need to change camera lenses.
4. Operates as a single "universal" model at either 110Volt/60Hz
or 240Volt/50Hz using a universal power supply and DC main
drive motor
5. Accommodates a standard 8-deck Card Vault
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EXHIBIT B
INTELLECTUAL PROPERTY LIST
PATENT APPLICATIONS
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COUNTRY NUMBER
---------------------------------------- ---------------------------------------
Australia 28951/00
---------------------------------------- ---------------------------------------
Canada 2362674
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China 00804194.6
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Europe 0097339.6
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South Africa 20016748
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USA 09/638860
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Patent Cooperation Treaty PCT/AU00/00150
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TRADEMARK APPLICATIONS
---------------------------------------- ---------------------------------------
COUNTRY NUMBER
---------------------------------------- ---------------------------------------
Australia 900365
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EXHIBIT C
XXXX OF SALE AND ASSIGNMENT
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