AGREEMENT
COMES NOW, Casino Journal Publishing Group, Inc.
(ACJ), Poker Digest, LLC (APD), their principals,
board members and key employees, Xxx Xxxxxxx, Xxxx
Xxxxxxx, Xxxx Fine, Xxxx Xxxx, Xxxx Xxxxxxxxx,
Xxxxxxx Xxxx, Xxxx Xxxxxx and Xxxx Xxxxxx
(collectively, "Woinski, et al., and together with
CJ and PD, ACJ/PD/Woinski, et al.) and enter into
this Agreement with Xxxxxxx Media, LLC (AShulman).
RECITALS:
Each of the parties represents the following
recitals are true:
CJ is a publicly-traded company;
Woinski, et al. are the individuals who between
them own a majority interest in CJ;
CJ, owns PD and PD is the owner of Poker Digest
magazine and all of its related assets (except for
PD's videos and retail assets), including its
subscription lists (the "Magazine Assets"). A copy
of PD's subscription lists are attached as Exhibit
"A";
PD has determined to sell the Magazine Assets to
Xxxxxxx and CJ/PD/Woinski, et al. have determined
to deliver certain noncompete and cooperation
covenants to Xxxxxxx, all of whom, including the
Fields, agree to receipt of consideration (either
directly or indirectly) hereunder as described in
accordance with the terms of this Agreement;
Xxxxxxx agrees to purchase the Magazine Assets from
PD, but will not assume any liabilities of PD other
than to fill remaining subscriptions of PD and
further demands a non-compete from CJ/PD/Woinski,
et al., all for the consideration described in and
in accordance with the terms of this Agreement;
IT IS AGREED that:
X. Xxxxxxx shall pay Four Hundred Thousand
Dollars ($400,000) to CJ in consideration of CJ's
delivery of the covenant not to compete, CJ's
delivery of the covenant to cooperate and refer
business to Xxxxxxx and the agreement of the
members of CJ's Board of Directors and the
undersigned not to compete with Xxxxxxx, all as
described in this Agreement.
X. Xxxxxxx shall pay Four Hundred Thousand
Dollars ($400,000) to PD in consideration of PD's
sale of the Magazine Assets to Xxxxxxx, PD's
delivery of the covenant not to compete, PD's
delivery of the covenant to cooperate and refer
business to Xxxxxxx and the agreement of PD's
members not compete with Xxxxxxx, all as described
in this Agreement.
X. Xxxxxxx shall send its poker magazine, Card
Player, in the place and stead of Poker Digest
magazine to fulfill all remaining subscriptions of
PD disclosed on Exhibit AA@ hereto for the duration
of time disclosed on Exhibit AA@.
D. CJ/PD/Woinski, et al. shall turn over their
entire subscription list for Poker Digest magazine
and all records, invoices contracts and documents
relating to the same, including all mailing and e-
mail lists, and shall further agree that all new
inquiries about subscriptions shall be directed to
Xxxxxxx at (000) 000-0000.
E. CJ/PD/Woinski, et al. shall also turn over a
list of all of PD's advertisers, all of the
contracts and other documentation relating to those
advertisers and shall inform said advertisers that
they will no longer be producing the Poker Digest
magazine or any other poker related magazine, but
that Xxxxxxx Media, whose phone number is (702)
870-1720, has a Card Player magazine in which the
advertisers could advertise. The obligation in
this paragraph shall require CJ/PD to provide the
name, address, contracts and other related
documentation for all advertisers who have
advertised in Poker Digest magazine for the last
two years. Notwithstanding anything above, nothing
shall prevent CJ from soliciting any of these
advertisers to put advertisements in any of CJ=s
publications.
F. CJ/PD/Woinski, et al. agree to shut down all
of PD's poker-related magazine operations effective
July 1, 2002. This does not include Poker Cruises
which are not considered poker related magazine
operations.
G. CJ/PD/Woinski, et al. shall agree (for the
substantial consideration and other terms of this
Agreement, including without limitation the
Purchase Price) that for a period of five (5) years
following the closing date (the "Restricted
Period"), not to compete in any manner, directly or
indirectly, including, but not limited to,
soliciting direct poker related advertisements,
owning, operating, managing, consulting with or
engaging in any business involving the sale of
magazines or web site, etc. containing poker
related articles, save and except that CJ may
include up to 12 pages of poker articles per year
in its Casino Player magazine. This covenant not
to compete shall not include, and CJ/PD/Woinski, et
al. shall be entitled to engage in any business and
publish articles relating to, video poker. This
covenant not to compete shall be limited to Xxxxx
County and Washoe County, Nevada, and Orange
County, Los Angeles County and San Diego County,
California(collectively, such counties are referred
to as the "Restricted Area"). It is understood
that the non-compete is an essential portion of
this Agreement and that a very large portion of the
price being paid by Xxxxxxx is for this non-
compete. Each of the individuals agrees that they
have consulted with an attorney before signing this
Agreement and that they have determined that the
duration and geographic limitations are reasonable
in light of the large monies paid. However, if any
court rules that a portion of this non-compete is
unenforceable, if for example the geographic
location or duration is not deemed reasonable, the
non-compete will still be enforced to whatever
degree the Court deems reasonable taking into
account the substantial consideration paid.
H. CJ/PD/Woinski, et al. agree not to pass out
any magazines including magazines currently being
published or published in the future by any of
these entities or individuals in any poker room in
Xxxxx County, Orange County, Los Angeles County,
San Diego County or Washoe County. Notwithstanding
the foregoing, CJ/PD/Woinski, et al. will not be in
breach if a hotel or casino, without prompting from
CJ/PD/Woinski, et al., places CJ magazines in poker
rooms.
I. CJ/PD shall be responsible for all of their
debts and obligations and Xxxxxxx shall not be
responsible for any such debts or obligations,
notwithstanding its purchase of the Magazine Assets
and the non-competes, save and except for
fulfilling the remaining subscriptions by mailing
Card Player magazine for the remaining durations of
the subscriptions set forth in Exhibit AA@. If for
any reason any customers are unhappy with this
arrangement and demand refunds, said refunds shall
be paid by CJ/PD who shall indemnify Xxxxxxx from
this obligation or any other obligation which was
incurred by CJ and PD; provided, however, that
CJ/PD shall not be required to indemnify Xxxxxxx
from, and Xxxxxxx shall be responsible to pay, all
refunds occasioned by Xxxxxxx'x failure to comply
with its obligations under the terms of this
Agreement. The obligations of CJ, PD and Xxxxxxx
hereunder shall be in addition to any other
remedies provided elsewhere in this Agreement. It
is agreed that CJ and PD shall be responsible for
notifying all employees and for all CJ/PD employee
related obligations or matters and agrees to
indemnify Xxxxxxx for the same.
J. In the event there is a breach of the non-
compete agreement by any of the parties to this
Agreement, each of the parties agrees to an
immediate injunction to prevent any further
breaches and further agrees that they shall be
liable for significant punitive damages (not less
than $10,000 per breach) in addition to any actual
damages.
K. It is agreed that the purpose of this
Agreement is for Xxxxxxx to pick up PD=s customer
base and for Xxxxxxx to no longer have to compete
with PD or any of its principals in the poker-
related publication business. Each of the parties
to this Agreement understands this concept and
agrees that there is an implied covenant of good
faith and fair dealing contained in this Agreement
in support of this concept. For example, none of
the individuals can form an entity and have the
entity compete with Xxxxxxx in violation of the
covenants contained in this Agreement and claim
that the non-compete is unenforceable because it
was the entity instead of the individual competing.
L. CJ/PD/Woinski, et al. warrant and agree that
the subscription list attached hereto is accurate
and that they have no intent to compete or work on
any poker related magazine or web site in violation
of the covenants contained in this Agreement.
M. This Agreement shall be governed by and
construed in accordance with the laws of the State
of Nevada without resort to conflict of law
principles. Any action or proceeding that is filed
with respect to this Agreement shall be filed in a
state or federal court in Xxxxx County, Nevada,
which court shall have the sole and exclusive
jurisdiction over such matter. Further, each of
the parties to this Agreement consents to the
personal jurisdiction of Nevada.
N. In the event it is necessary for any party to
enforce the terms of this Agreement, the prevailing
party shall be entitled to their reasonable costs
and attorney=s fees.
O. This Agreement may be executed in several
counterparts, including facsimile counterparts,
each signature page of which shall be deemed to be
an original copy, all of which together, when
attached to the body hereof, shall constitute one
Agreement, binding upon all parties hereto,
notwithstanding that all the parties shall not have
signed the same counterparts.
P. Each party to this Agreement agrees that the
provisions contained herein shall not be construed
in favor of or against any party because that party
or its counsel drafted this Agreement, but shall be
construed as if all parties prepared this
Agreement, and any rules of construction to the
contrary are hereby specifically waived. Each
agrees that the terms of this Agreement were
negotiated at arm=s length by the parties hereto
and each party has read and reviewed the provisions
of this Agreement and has had, or has had the
opportunity, to have separate counsel read and
review this Agreement.
Q. It is further agreed that any and all non-
competes signed by Xxxx Xxxxxx and June Fields with
PD or CJ shall be added to the non-competes the
Fields are giving in this Agreement and shall inure
to the benefit of Xxxxxxx.
R. It is agreed by everyone signing this
Agreement that they shall maintain the propriety
and confidentiality of the operations of CJ and PD
save and except for the disclosures of PD-related
information to Xxxxxxx as required by this
Agreement. Further, that all the parties to this
Agreement shall cooperate with Xxxxxxx and
Xxxxxxx=s attempt to gain all the subscribers of
Poker Digest magazine and agree to steer any person
or entity looking to purchase a poker related
magazine to Xxxxxxx, provided that none of the
parties shall be obligated to incur any costs, hard
or soft, in complying with such obligations.
S. None of the other magazines of CJ/PD/Woinski,
et al. shall have any poker related articles, save
and except that CJ can have up to 12 pages per year
related to poker. Also, only one direct poker
advertisement (per magazine) may be included in
CJ/PD/Woinski, et al.'s other magazines. In the
event that this is breached, CJ and PD agree to pay
$10,000 for each violation. Ads for Poker Cruises
are not considered direct poker advertisements.
CASINO JOURNAL PUBLISHING POKER DIGEST, LLC
GROUP, INC.
By: Xxxxx Xxxx By: Xxxxx Xxxx
Its (title): Chairman/CEO Its (title): Managing Member
Dated: June 20, 2002 Dated: June 20, 2002
/s/Xxx Xxxxxxx /s/Xxxx Xxxxxxx
---------------------------- -----------------------
XXX XXXXXXX XXXX XXXXXXX
Dated: June 22, 2002 Dated: June 22, 2002
/s/Xxxx Fine /s/Xxxx Xxxx
---------------------------- -----------------------
XXXX FINE XXXX XXXX
Dated: June 20, 2002 Dated: June 20, 2002
/s/Xxxx Xxxxxxxxx /s/Xxxxxxx Xxxx
---------------------------- -----------------------
XXXX XXXXXXXXX XXXXXXX XXXX
Dated: June 21, 2002 Dated: June 21, 2002
/s/Xxxx Xxxxxx /s/June Fields
--------------------------- -----------------------
XXXX XXXXXX, for his non-compete JUNE FIELDS, for her non-compete
Dated: June 20, 2002 Dated: June 20, 2002
XXXXXXX MEDIA, LLC
By: /s/Xxxxx Xxxxxxx
-----------------------
XXXXX XXXXXXX
Dated: June 24, 2002
NOTARY ACKNOWLEDGEMENTS
STATE OF NEVADA
COUNTY OF XXXXX
This instrument was acknowledged before me on
June 20, 2002, by Xxxxx Xxxx as Chairman/CEO of
CASINO JOURNAL PUBLISHING GROUP, INC.
Xxxxxx Xxxxxxxx
-----------------------------
Notary Public
My appointment expires: 0-00-00
XXXXX XX XXXXXX
XXXXXX XX XXXXX
This instrument was acknowledged before me on
June 20, 2002, by Xxxxx Xxxx as CEO Managing Member
of POKER DIGEST, LLC.
Xxxxxx Xxxxxxxx
-----------------------------
Notary Public
My appointment expires: 5-18-03
7
STATE OF NEW JERSEY
COUNTY OF BERGEN
This instrument was acknowledged before me on
June 22, 2002, by Xxx Xxxxxxx.
Xxxxx Xxxxxx
-----------------------------
Notary Public
My appointment expires: 00-0-00
XXXXX XX XXX XXXXXX
XXXXXX OF BERGEN
This instrument was acknowledged before me on
June 22, 2002, by Xxxx Xxxxxxx.
Xxxxx Xxxxxx
-----------------------------
Notary Public
My appointment expires: 00-0-00
XXXXX XX XXXXXX
XXXXXX XX XXXXX
This instrument was acknowledged before me on
June 18, 2002, by Xxxxx Xxxx.
Xxxxxx Xxxxxxxx
-----------------------------
Notary Public
My appointment expires: 0-00-00
XXXXX XX XXXXXX
XXXXXX XX XXXXX
This instrument was acknowledged before me on
June 18, 2002, by Xxxx Xxxx.
Xxxxxx Xxxxxxxx
-----------------------------
Notary Public
My appointment expires: 0-00-00
XXXXX XX XXXXXX
XXXXXX XX XXXXX
This instrument was acknowledged before me on
June 18, 2002, by Xxxx Xxxxxxxxx.
Xxxxxx X. Xxxxxxxxx
-----------------------------
Notary Public
My appointment expires: 10-25-2003
STATE OF NEVADA
COUNTY OF XXXXX
This instrument was acknowledged before me on
June 21, 2002, by Xxxxxxx Xxxx.
Xxxxxx X. Xxxxxxxxx
-----------------------------
Notary Public
My appointment expires: 10-25-2003
STATE OF NEVADA
COUNTY OF XXXXX
This instrument was acknowledged before me on
June 20, 2002, by Phil Field.
Xxxxxx Xxxxxxxx
-----------------------------
Notary Public
My appointment expires: 0-00-00
XXXXX XX XXXXXX
XXXXXX XX XXXXX
This instrument was acknowledged before me on
June 20, 2002, by June Field.
Xxxxxx Xxxxxxxx
-----------------------------
Notary Public
My appointment expires: 0-00-00
XXXXX XX XXXXXX
XXXXXX XX XXXXX
This instrument was acknowledged before me on
June 20, 2002, by Xxxx Xxxxxxx of Xxxxxxx Media,
LLC.
Xxxxxx Xxxxxxxx
-----------------------------
Notary Public
My appointment expires: 5-18-03
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