<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 3,1998 (January 23, 1998)
-----------------------------------------------------------------------
ADVANCED GAMING TECHNOLOGY, INC.
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
2482-650 West Georgia Street, P.O. Box 11610
Vancouver, British Columbia, Canada V6B 4N9
-----------------------------------------------------------------------
(Address of Principal Executive Offices)
Wyoming 000-21991 98-0152226
-----------------------------------------------------------------------
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
No.)
Registrant's telephone number, including area code:
(604) 689-8841
---------------------
-----------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events
Effective February 26, 1998, the Company entered into a Financing,
Royalty and Licensing Agreement with Bingo Technologies Corporation ("BTC"),
dated as of February 9, 1998, pursuant to which the Company appointed BTC the
exclusive licensee and agent for the Company in the production, marketing and
distribution of the Company's MAXPlus and TurboMax fixed base interactive
electronic bingo system units in the United States for a five-year initial
period, for an initial loan of $400,000 as of December 10, 1997 and subsequent
loans of $500,000 as of January 2, 1998 and $200,000 as of February 3, 1998, a
monthly royalty of 15% of gross revenues received by BTC for distribution,
marketing and sales of the Company's products in the United States (to be
applied to the initial loan amount) and a minimum guaranteed annual royalty fee
for 1998 of $350,000 (with minimum annual fees for subsequent years to be
determined). In addition to the royalty, BTC agreed to pay the Company
$1,500,000. The Company will receive a 25% distributor commission on any order
it generates for BTC, which will assume operating function of the 20,000 square
foot warehouse and distribution center in Denver, Colorado.
The agreement specifically excludes the Company's hand-held electronic
bingo unit and territories of the world outside the United States.
As a result of the agreement with BTC, the Company will obtain needed
working capital, will reduce overhead substantially and will be in a position
to concentrate on the development of its technology and other products and
product development.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibit
(c) The following exhibit is filed as part of this current report:
Exhibit 10.1. Financing, Royalty and Licensing
Agreement between the Company and Bingo
Technologies Corporation dated as of
February 9, 1998 and effective as of
February 26, 1998
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Information concerning recent sales by the registrant of equity
securities that were not registered under the Securities Act of 1933 in
reliance upon Regulation S under
2
<PAGE> 3
that Act is set forth below. No underwriters were involved in the transactions,
except a finder's fee of 12% was paid to Select Capital Advisors, Inc. in
connection with the sale of certain convertible debentures. The registrant did
not publicly offer any securities.
(a) As of January 23, 1998, 110,000 shares were issued to Crystal
Securities, Inc. in partial payment of a commission.
(b) As of February 4, 1998, 1,302,083 shares were issued to FT Trading
Company upon partial conversion of $50,000 of a $275,000 convertible debenture.
(c) As of February 13, 1998, 1,500,000 shares were issued to Vince
Aballini upon conversion of $150,000 promissory note.
(d) As of February 13, 1998, 1,550,000 shares were issued to Bruno
Benedet upon conversion of a $105,000 promissory note and $50,000 of an
$150,000 promissory note.
(e) As of February 18, 1998, 150,000 shares were issued to Terry
Sklavenitis upon exercise of a stock option.
(f) As of February 24, 1998, 608,000 additional shares were issued to
Brent Wipp and 912,000 additional shares were issued to World Technical Supply,
Inc. for their providing necessary financing in a timely manner, for converting
their promissory notes at the request of the Company, for introducing other
investors to the Company and for late payment of a loan.
(g) As of February 27, 1998, 250,000 shares were issued to each of
Knowles B. Cornwell and Kenneth R. Griffith as partial consideration for the
modification of a memorandum of understanding from an exclusive to a
non-exclusive distribution arrangement, as it relates to MAXPlus/TurboMax units
of Max Bingo Systems.
(h) As of February 27, 1998, 307,620 shares were issued to Bruno
Benedet upon conversion of a $25,000 promissory note and $5,762 accrued
interest.
3
<PAGE> 4
(i) As of February 27, 1998, 307,620 shares were issued to Vince
Aballini upon conversion of a $25,000 promissory note and $5,762 accrued
interest.
(j) As of February 27, 1998, 736,323 were issued to Stephen Dadson for
legal consulting services.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED GAMING TECHNOLOGY, INC.
By: /s/Firoz Lakhani
------------------------------------------
Dated: March 3,1998 Firoz Lakhani
President
DC1DOCS1.68171.01
4
<PAGE> 1
FINANCING, ROYALTY AND LICENSING AGREEMENT
Dated as of this Ninth day of February, 1998 (the "Effective Date")
BETWEEN: ADVANCED GAMING TECHNOLOGY, INC.
P.O. Box 11610
Suite 2482-650 West Georgia Street
Vancouver, BC Canada V6B 4N9
hereinafter referred to as "AGT",
AND: BINGO TECHNOLOGIES CORPORATION
295 Highway 50, Suite 20
P.O. Box 3256
Stateline, Nevada 89449
hereinafter referred to as "BTC", and together with AGT, the "Parties".
WHEREAS:
A. AGT has a family of fixed base interactive electronic bingo gaming
devices which it produces and markets, and AGT has made representations
to and desires to grant to BTC the right to be the exclusive licensee
of AGT's MAXPlus and TurboMax fixed base interactive electronic bingo
system units (the "Products"), and to act on AGT's behalf as the
exclusive sales, manufacturing, distribution and marketing agent for
the Products in the United States for a period of five years, renewable
on reasonable terms.
B. BTC has electronic bingo sales, development, marketing, manufacturing,
assembly and distribution departments, and BTC has held itself out to
AGT as competent, with knowledge and experience in the production,
marketing and distribution of electronic bingo products and desires to
act as the exclusive licensee of the Products and as the sales,
manufacturing, distribution and marketing agent for AGT in the
distribution of the Products in the United States; and
C. AGT has agreed to appoint and grant to BTC the right and license, and
BTC has agreed to accept such appointment and right and license, on the
terms and subject to the conditions set forth below, to act as the
exclusive licensee and agent for AGT in the sales, manufacturing,
distribution and marketing of the Products in the United States; and
D. BTC has, as of December 10, 1997 loaned Four Hundred Thousand Dollars
(US$400,000) to AGT, as documented by that certain Promissory Note
dated as of such date made by AGT for the benefit of BTC (the "Initial
Loan"), and subsequently loaned AGT the additional amount of Five
Hundred Thousand Dollars (US$500,000), pursuant to that certain
Promissory Note dated January 2, 1998 made by AGT for the benefit of
BTC (the
1
<PAGE> 2
"Second Loan") BTC has also loaned Two Hundred Thousand Dollars
(US$200,000) to AGT, pursuant to that certain Promissory Note dated
February 3, 1998 made by AGT for the benefit of BTC (the "Third Loan").
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereinafter set out, the receipt and sufficiency of which is hereby
acknowledged, the parties herein agree as follows:
1. APPOINTMENT OF BTC
1.1 Subject to the terms and conditions of this Financing, Royalty and
Licensing Agreement (this "Agreement"), for the initial period
beginning on the Effective Date and ending on the fifth anniversary
thereof (the "Term"), with reasonable renewal terms, AGT hereby
appoints BTC as AGT's exclusive licensee and as its sales,
manufacturing, distribution and marketing agent for the Products
throughout the United States, and BTC agrees to act in that capacity.
The definition of "Products" shall specifically exclude any rights
relating to AGT's portable, hand-held electronic bingo unit, MAX Lite
("Max Lite Units"), and BTC shall have no rights whatsoever respecting
any Products in any area outside the United States.
1.2 (a) BTC shall pay to AGT a monthly royalty (the "Monthly
Royalty") equal to fifteen percent (15%) of the gross revenues
received by BTC's distribution, marketing and sales in the
United States of the Products for each month occurring during
the term of this Agreement.
(b) Each Monthly Royalty shall be paid by BTC on the fifteenth day
of the month immediately following the month with respect to
which such royalty is due. E.g., royalties accrued during
January shall be due on the fifteenth day of February.
(c) Notwithstanding the provisions of paragraphs 1.2(a) and 1.2(b),
until the Initial Loan plus all accrued and unpaid interest is
paid in full, BTC shall retain said Monthly Royalty and apply
it directly to pay down said Initial Loan. No Monthly Royalty
and apply it directly to pay down said Initial Loan. No Monthly
Royalty payments shall be due to AGT until the Initial Loan is
paid down in full.
(d) BTC guarantees to AGT a Minimum Guaranteed Annual Royalty Fee.
This guarantee is related to the Monthly Royalty but is not due
in addition to the Monthly Royalty Fee. An accord under the
Minimum Guaranteed Annual Royalty Fee shall occur on June 30
and December 31 of every year under the terms of this
Agreement.
(e) The parties agree that the Minimum Guaranteed Annual Royalty
Fee for 1998 shall be US$350,000. For 1998 the Minimum
Guaranteed Annual Royalty Fee accorded on June 30, 1998 shall
be prorated based upon the effective date of Agreement. E.g.,
if the effective date is January 1, 1998, then the Minimum
Guaranteed Annual Royalty Fee due will be US$175,000. If the
accrued Monthly Royalty as of the
2
<PAGE> 3
date of accord falls below the Minimum Guaranteed Annual
Royalty Fee for that six month period, then BTC will pay to
AGTI the guaranteed difference. E.g., if the accrued Monthly
Royalty for the first prorated half of 1998 does not equal
US$175,000 (US$175,000 only being due if the effective date is
January 1, 1998), then AGT is due the difference at that time.
If BTC has met its Minimum Guaranteed Annual Royalty Fee then
no additional payments are due at that time.
(f) A complete accord and satisfaction however, will not occur
until December 31 of each year of the term. On the 31st of
December, an accord will be made for the second half under the
Minimum Guaranteed Annual Royalty Fee consistent with that
above. Again, if BTC has met their Minimum Guaranteed Annual
Royalty Fee for that half, which is obviously prorated, then no
additional payment is due. In the event that BTC has exceeded
the Minimum Guaranteed Annual Royalty Fee, no accord payment
need be made and, BTC is entitled to set off the Monthly
Royalty payment for the following year in order to make up for
any overpayment made during the mid-year accord. In the final
year of this Agreement, BTC is entitled to make withholdings
based on an estimate of an overaccord during the final mid-year
accord. Over/under accord and satisfactions shall not carry
over from year to year. In the event that the December 31st
accord reveals a shortfall under the Minimum Guaranteed Annual
Royalty Fee, obviously payment shall be due subject to the
terms above. "Over" accord and satisfactions shall not penalize
BTC by decreasing the calculation of the accrued Monthly
Royalty payments due on the following June 30th. The Minimum
Guaranteed Annual Royalty Fee, that is the provisions of 1.2(d)
and 1.2(e) shall not come into effect unless BTC is unable to
meet the Minimum Guaranteed Annual Royalty Fee.
(g) Although the parties have agreed to a Minimum Guaranteed Annual
Royalty Fee for 1998 subject to proration the effective date of
this Agreement, the Minimum Guaranteed Annual Royalty Fee for
subsequent years shall be agreed upon by October 1 of the year
for that term. The failure to reach Agreement shall not
terminate this Agreement. In no event shall the minimum
guaranteed amount set for any year of the Term be less than
that agreed upon for the preceding year.
(h) If, within 90 days of signing of this Agreement, any of the AGT
customers listed in Schedule 1 (the "Customers") stop making
payments on Products to BTC through no fault of BTC, then the
Minimum Annual Royalty will be reduced by the amount detailed
for such customer(s) in Schedule 1. Any such reduction in the
Minimum Annual Royalty will be prorated to reflect when a lost
Customer stops generating Royalties during the course of a
year. For example, if the Minimum Annual Royalty reduction
amount for a Customer equals US $15,000, and that customer is
lost at mid-year, then the Minimum Annual Royalty reduction in
the year of loss would be US $7,500 (one-half of US $15,000)
and US$ 15,000 in each year thereafter.
3
<PAGE> 4
(i) In addition to the Royalty, any other amounts to be paid by BTC
hereunder or under any other agreement between AGT and BTC, BTC
shall pay to AGT on the Effective Date US$1,500,000; provided,
however, that US $700,000 of such amount shall be set off
against the amounts owing under the Second and Third Loans,
plus all accrued interest on such loans, on the Effective Date.
AGT shall advise BTC of any negotiations for and the terms of
any prospective exclusive agreement to license, manufacture,
distribute, market and sell Max Lite Units within the United
States only; immediately upon initiation of said negotiations
and prior to the execution of any such exclusive agreement.
(j) AGT will provide to BTC the source code(s) for the product
licensed under this Agreement; and grants the right and license
to enhance said codes as BTC sees fit provided prior written
approval obtained from AGT, such approval not to be
unreasonably withheld.
1.3 BTC shall have the option to hire any or all of AGT's United
States employees for any period of time except those listed below, and,
on such terms and conditions of employment as may be agreed upon
between such employee and BTC, BTC shall, in addition, have the right
to contract through AGT for the services of Mohamed Saad, the terms and
conditions of such contracts to be mutually and reasonably agreed by
AGT and BTC. To the extent BTC requires the services of any AGT
employee who is bound to AGT under a contract of employment, AGT agrees
to take all reasonable steps necessary to release such employee from
such contract, and to facilitate BTC's hiring such employee on any
basis mutually agreed by such employee and BTC. Notwithstanding the
foregoing, the Parties agree that Jim Hammer, Mohamed Saad, Deborah
Leake and Gerry Borowski shall continue employment with AGT. AGT shall
make Robert ("Rob") Silzer, Jr. and Mohamed Saad available to provide
services to BTC upon reasonable request of BTC and on an "as needed"
basis, in which event BTC shall pay all costs and expenses arising in
connection with such services provided to BTC by either such person. In
the event the services of either such person are used by BTC, AGT and
BTC shall each pay ratable portions of such person's salary (based on
the proportion of such person's total time spent providing services for
AGT and BTC, respectively.)
1.4 The Parties agree that BTC will continue to show the respective
AGT logos on products and promotional literature.
2.0 WARRANTIES AND COVENANTS OF BTC
2.1 BTC will provide complete support for the Products including
providing advice, assistance, and repair and maintenance services to
customer accounts in connection with their use of Products, and shall
assist customer accounts in diagnosing and remedying problems in the
use and operation of the Products. BTC shall provide sufficient service
technicians to perform such support of the Products in accordance with
the foregoing. AGT shall not be responsible for providing any customer
support.
4
<PAGE> 5
2.2 BTC agrees that, with respect to all matters relating to this
Agreement, BTC shall be deemed to be an independent contractor and
shall bear all of its own expenses in connection with this Agreement.
BTC shall have no authority, whether express or implied, to assume or
create any obligation on behalf of AGT, nor shall BTC issue or cause to
be issued any quotations or draft any letters or documents over the
name of AGT. Neither shall AGT have the authority to assume or create
any obligation on behalf of BTC. Nor shall BTC accept any existing
obligations, liabilities or contracts of AGT.
2.3 BTC represents and warrants to AGT that:
(i) it is a corporation duly organized, validly existing and in
good standing under the laws of Nevada;
(ii) BTC has the corporate power to enter into and carry out is
obligations under this Agreement;
(iii) this Agreement has been duly authorized by BTC and, when
executed, this Agreement will be a valid and binding obligation
of BTC; and
(iv) Neither the execution and the delivery of this Agreement nor
the consummation of the transactions contemplated hereunder
will violate or constitute a default under any agreement or
instrument to which BTC is a party.
2.4 BTC agrees to defend, indemnify and save harmless AGT, its
agents, officers, directors, employees, shareholders, successors and
assignees, and each of them, from and against any and all claims,
actions and suits, whether groundless or otherwise, brought by or on
behalf of any users of the Products based on alleged damages relating
to the Products or this Agreement incurred during the Term and
resulting from BTC's actions, and from and against any and all
liabilities, judgments, losses, damages, costs, charges, attorneys'
fees, and other expenses of every nature and character by reason of
any such claims, actions and suites. BTC will not bear any liability
in any form for claims, actions or suits arising as a result of the
bad faith or gross negligence of AGT, its agents, officers, directors,
employees, shareholders, successors and assigns.
3.0 WARRANTIES AND CONVENANTS OF AGT
3.1 AGT represents and warrants to BTC as follows:
(i) AGT is a corporation duly organized, validly existing and in
good standing under the laws of Wyoming. AGT has the corporate
power to enter into and carry out its obligations under this
Agreement.
5
<PAGE> 6
(ii) This Agreement has been duly authorized by AGT and, when
executed, this Agreement will be a valid and binding obligation
of AGT; and
(iii) Neither the execution and the delivery of this Agreement nor
the consummation of the transactions contemplated hereunder
will violate or constitute a default under any agreement or
instrument to which AGT is a party or by which its right, title
and interest in the Products may be affected.
3.2 AGT warrants that the distribution and sale of Products, as
provided for in this Agreement, shall not violate or infringe any
trademarks, patents, trade secrets, copyrights, and/or licensing,
marketing and distribution agreements held by third parties and AGT
agrees to defend, indemnify and save harmless BTC, its agents,
sub-distributors, officers, directors, employees, shareholders,
successors and assigns, and each of them, from and against any and all
liabilities, judgments, losses, damages, costs, charges, attorneys'
fees, and other expenses of every nature and character by reason of any
such claims, actions and suits.
3.3 On the Effective Date, (i) AGT hereby assigns, transfers, conveys
and sets over to BTC, and BTC hereby accepts, all of AGT's right, title
and interest in and to any Products now owned by AGT and identified on
Schedule 2 hereto (collectively, the "Inventory"), wherever such
Inventory may be located, "as is", "where-is", without representation
or warranty of any kind (INCLUDING, WITHOUT LIMITATION, ANY
REPRESENTATION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF
MERCHANTABILITY), and (ii) BTC hereby assumes all risk of loss
respecting all Inventory, wherever located. As consideration for the
inventory, BTC agrees to pay the Inventory Purchase Price to AGT as
defined in Section 6 below.
3.4 In the event that AGT knowingly violates the grant of exclusivity
to BTC by entering into any other sales or licensing agreement or in
any way causes Products which are the subject of this agreement to be
sold or leased in the United States other than through BTC, then the
Initial Royalty Fee of $1,500,000 shall be immediately due and payable
to BTC. This clause shall not limit any other damages which may be
claimed by BTC.
4.0 DISTRIBUTION CENTERS
4.1 AGT hereby assigns and delegates, and BTC hereby accepts, certain
of AGT's rights and obligations with respect to AGT's 20,000 square
foot warehouse and distribution center in Denver, Colorado and its
facility in Cleveland, Ohio; provided, in each case that such assigned
and delegated rights and obligations are limited to the following:
assignment of leases, rents, taking over the utilities accounts and
operating costs, employee salary base and other employee expenses. (See
Exhibit 2 attached.)
4.2 The Parties agree that BTC may close AGT's facilities located in
Cleveland, Ohio; and or Colorado at BTC's sole discretion and cost. BTC
will not assume liability
6
<PAGE> 7
for any outstanding debts for any of these locations incurred prior to the
Effective Date.
5.0 TRAINING
5.1 BTC and AGT hereby agree that training of any employees of BTC by AGT
will be at BTC's discretion. AGT will not be responsible for any costs
incurred by BTC in connection with the training of BTC employees. BTC will
not be responsible for any amounts paid by AGT in connection with the
training of BTC employees.
6.0 CERTAIN PAYMENTS
6.1 The Parties hereto agree that BTC shall pay to AGT for all AGT
inventory not currently placed in existing Customer locations. BTC will pay
according to the prices stipulated in Schedule 2 of the Inventory to AGT
within 30 days of installation in BTC customers. Said inventory to be
warranted in good working order subject to quality assurance by BTC.
7.0 CONFIDENTIALITY: INTELLECTUAL PROPERTY
7.1 Confidential Information (as defined below) disclosed by a
party to the other party shall not be used, disclosed or copied by such
other party except as reasonably necessary in connection with the
performances of any obligations or the exercise of any rights hereunder, any
such disclosure to be made on terms and conditions reasonably necessary to
ensure the continued confidentiality of the disclosed Confidential
Information. Each party shall take reasonable care to prevent the
unauthorized use, dissemination or publication of the Confidential
Information belonging to the other party; provided, without limitation to
the foregoing, no Confidential Information shall be disclosed to any third
party which has not executed and delivered a confidentiality agreement
pursuant to which such third party agrees to maintain the confidentiality of
Confidential Information disclosed to such third party on substantially the
same terms and conditions as this Section 7.1, such confidentiality
agreement to be for the benefit of, and a copy of such confidentiality
agreement shall be immediately provided to, the party whose Confidential
Information is to be disclosed to such third party. Confidential Information
does not include information which; (i) is known by the receiving party prior
to disclosure hereunder (other than by reason of disclosure by a third party
that, in so disclosing such information, breached an obligation of
confidentiality owing to the disclosing party), as evidenced by the books and
records of the receiving party existing at the time of disclosure by the
disclosing party; (ii) is or becomes in the public domain other than through
a breach of this Agreement; or any other agreement or obligation between the
parties hereto; (iii) is disclosed to the receiving party by a third party
(other than by reason of disclosure by a third party that, in so disclosing
such information, breached an obligation of confidentiality owing to the
disclosing party); or (iv) is independently developed by the receiving party,
as evidenced by the books and records of the receiving party. Neither party
shall be liable
7
<PAGE> 8
for disclosure of any Confidential Information when such disclosure is
required by law provided that the disclosing party shall provide prompt
notice to the disclosing party, where possible prior to the disclosure and
shall cooperate with the disclosing party in an effort to minimize the scope
of the information to be disclosed. For the purposes hereof, "Confidential
Information" shall mean any information, in whatever form provided,
disclosed by a party to the other party that relates to such party's
finances, strategic planning forecasts, investments, data, or other
technology, as well as any other materials and information which, from the
circumstances in which they are made available to the other party ought, in
good faith, to be treated as confidential or proprietary (including, without
limitation, by designation by the disclosing party to the receiving party
that such disclosed information is confidential information). Anything to
the contrary appearing in this Agreement notwithstanding, (i) this Agreement
shall not be construed to amend or otherwise modify any confidentiality
agreement or confidentiality obligation existing between the parties hereto
on the Effective Date, and (ii) without limitation to any other restriction
on the use of Confidential Information, in no event and at no time shall
either party hereto use any Confidential Information of the other party in a
manner adverse to the interests of such other party.
7.2 BTC acknowledges that AGT remains the sole owner of all licensed
source codes for the Products whether or not enhanced by BTC, its
employees, contractees, or agents, to AGT's patents, copyrights and
trademarks; provided, however, that, in the event, it experiences any
material change in ownership such that any or all of its assets and/or
liabilities are acquired at any time in the future, it covenants to
specifically exclude any and all enhancements made to its source codes(s)
from the assets and liabilities transferred to such new owner(s). Without
limitation to the foregoing, BTC hereby acknowledges that BTC shall not
acquire any ownership or other interest in the Trademarks, the Copyrights or
any patents owned by AGT (the "Patents") by reason of the rights granted by
AGT hereunder or any action taken by or behalf of BTC in connection with
BTC's performance hereunder.
7.3 BTC acknowledges that AGT claims a copyright in any and all written
material and/or packaging to which AGT has filed a claim for copyright
protection. Additionally, BTC recognizes AGT's exclusive right to seek
copyright protection for and/or the restoration of copyright of any
translation of any and all product literature, promotional or descriptive
material furnished by AGT to BTC for which copyright protection is available
under applicable law and of which AGT is the author or the author's rights in
which have been assigned to AGT.
7.4 AGT hereby authorizes BTC to use the Trademarks in connection with the
marketing of the Products under this Agreement. BTC agrees that, when
referring to the Trademarks, Patents and Copyrights, it will comply with any
and all applicable federal, state and local law and regulations pertaining
thereto. BTC further agrees that it will use its best efforts to comply
with all applicable marketing requirements pertaining to the Trademarks,
Copyrights or Patents of which it receives written notice from AGT. BTC
shall provide reasonable notice to AGT in the event it cannot market
8
<PAGE> 9
the Products in compliance with the marketing requirements. BTC further
agrees that it shall not, by use of any apparent authority of BTC hereunder
which may reasonably be expected to create any defense of estoppel,
"unclean hands" or other defense, impair or take, or cause to be taken, any
action which may reasonably be expected to lend or impair, any right, title
or interest of AGT in or to any Copyright, Patent or Trademark.
7.5 BTC shall promptly notify AGT, in writing, of any and all
infringements, imitations, illegal use or misuse of the Trademarks, Patents
and/or Copyrights which shall come to BTC's attention except for any use and
development licensed by BTC. BTC further agrees that it shall not, at any
time, take any action in and before any courts, administrative agencies, or
other such tribunals or otherwise attempt to prevent the infringement,
imitation, illegal use or misuse of the Trademarks, Patents and/or
Copyrights. BTC understands that such action falls wholly within the
authority of AGT as the sole owner of the Trademarks, Patents and
Copyrights.
8.0 TERM AND TERMINATION
8.1 This Agreement is effective and binding as of the Effective Date, and
its term shall extend for five years, unless terminated earlier pursuant to
Section 8.2. If either party wishes to continue this Agreement after the
end of the Term, it shall notify the other Party in writing of this desire
not later than ninety (90) days prior to the end of the Term. Second and
subsequent terms will not be unreasonably withheld by AGT.
8.2 This Agreement shall be terminable or shall terminate, as the case may
be, prior to the expiration of the Term hereof if and when any of the
following events occur.
(i) Either party materially breaches this Agreement and the
non-breaching party provides written notice of termination to the
breaching party; provided, however, that this Agreement will not
terminate if the breach is cured within the minimum period of time
necessary to cure the breach (assuming the breaching party uses its
best efforts), but in no event in more than thirty (30) days after
the delivery of written notice by the non-breaching party.
(ii) AGT may terminate this Agreement if (i) with respect to the
Products, BTC challenges the validity of the Trademarks, Copyrights
or intellectual property rights or otherwise takes any action, the
purpose or effect of which is in any way to impair AGT's rights,
title and interest in any of the trademarks, the Copyrights or the
intellectual property rights; (ii) with respect to the Products,
BTC fails to comply with applicable marketing requirements
pertaining to Trademarks, Copyright or intellectual property of
which it receives written notice from AGT.
8.3 All rights and licenses granted pursuant to this Agreement are and
shall otherwise be deemed to be, for the purpose of Section 365(n) of the
United States
<PAGE> 10
Bankruptcy Code (the "Code"), license or rights to "intellectual property"
as define under Section 101(52) of the Code. AGT agrees that if AGT, as a
debtor in possession, or a trustee in bankruptcy rejects this Agreement,
BTC may elect to retain its rights under the Agreement as provided under
Section 365(n) of the Code. Upon written request of BTC, AGT or a trustee
in bankruptcy shall allow BTC to exercise its rights hereunder and shall not
interfere with such rights, provided that BTC continues to make all payments
as and when due hereunder.
9.0 OTHER PRODUCTS.
9.1 AGT acknowleges that BTC may in the future develop or acquire from
third parties additional products or technologies that may be similar to the
Products and the technology contained therein. Nothing in this Agreement
shall be construed as a repesentation or promise that BTC will not market or
develop, or has developed products or technologies that compete or are
similar to the Products. BTC shall not be restricted in any way from,
without use of AGT's intellectual property, independently developing or
marketing any products or intellectual property rights similar to the
Products, and no rights to any such independently developed products or
intellectual property rights are transferred pursuant hereto.
10.0 TIME; DEFAULT INTEREST.
10.1 Time is of the essence. Any amount payable hereunder which is not
paid when due, shall bear interest (payable on demand), from the time such
amount shall be due and payable until it is paid in full, at the rate equal
to the lesser of (i) the maximum amount permitted by applicable law
(including usury law) and (ii)one per cent (1%) per calendar month.
11.0 ENTIRE AGREEMENT
11.1 This Agreement contains the entire understanding between the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous written or oral negotiations and agreements between them
regarding the subject matter hereof. This Agreement may only be amended in
writing signed by each of the parties.
12.0 NOTICE
12.1 All notices given pursuant to this Agreement must be in writing at the
address set forth below and shall be deemed to have been duly given hen
personally delivered, or when mailed by certified mail, return receipt
requested, postage prepaid, to the addresses of the parties hereto as
follows. Any party hereto may, by notice so given, change its address for
any future notices:
If to AGT:
P.O. Box 11610
<PAGE> 11
Suite 2480 - 650 West Georgia Street
Vancouver, BC, Canada V6B 4N9
Attention: Chairman, CEO
with a copy to: President, COO
If to BTC:
P.O. Box 3256
295 Highway 50, Suite 20
Stateline, Nevada 89449
13.0 SEVERABILITY
13.1 If any provision of this Agreement is determined to be invalid
or unenforceable, the provisions shall be deemed to be severable from the
reaminder of this Agreement and shall not cause the invalidity or
unenforeability of the remainder of this Agreement.
14.0 ASSIGNABILITY
14.1 Neither party may transfer or assign this Agreement or any part
thereof to any person other than a wholly-owned subsidiary of the
assignor without the other party's prior written approval. This
Agreement shall be binding upon and shall inure to the benefit of BTC and
its permitted assignees.
15.0 ARBITRATION AND JURISDICTION
15.1 Pursuant to the Federal Arbitration Act, any controversy or
claim arising out of or relating to this Agreement (including,
without limitation, determination of the Inventory Purchase Price) shall
be settled as quickly as practicable by arbitration conducted in the
State of Nevada in accordance with the rules and regulations of the
American Arbitration Association and judgment upon any award rendered in
such arbitration may be entered in any court having jurisdiction thereof.
Either party requesting arbitration under this Agreement shall make a
demand therefor on the other party by registered mail. This Agreement
shall be governed by the laws of the State of Nevada.
11
<PAGE> 12
16.0 COUNTERPARTS
16.1 This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and day first above written.
ADVANCED GAMING BINGO TECHNOLOGIES
TECHNOLOGY, INC. CORPORATION
By: [SIG] By: [SIG]
---------------------------- ---------------------------
Date: 2-26-98 Date: 2-26-98
-------------------------- -------------------------
12
