MEMORANDUM OF AGREEMENT REGARDING JOINT VENTURE
This memorandum of Agreement is dated the 16 day of June 2000 and is
between World Sales & Merchandising Inc. ("WSMI") and E-Vegas.Com Inc. (E-
Vegas"),
The provisions of this Memorandum of Agreement are as follows:
1. WSMI and E-Vegas agree to form a joint venture for the purpose of
creating a gaming Portal and eventually an 1P0 and for such other purposes as
may be agreed upon in Writing from time to time or as may be specified in
Schedule A.
2. The principal place of business of the joint venture shall be 249
Queens Quay West Unit 101, Toronto, Ontario, M5J 2N5 or such other place as
WSMI and E-Vegas may jointly determine.
3. The joint venture shall commence upon the execution and delivery of this
Agreement. The joint venture and this Agreement shall terminate on June 30,2005
unless the parties have entered into a written agreement which extends or
supersedes this Agreement. The fiscal period of the joint venture shall
terminate on such date in each year as WSMI and E-Vegas may jointly determined.
4. The contribution of WSMI and &Vegas to the joint venture are described
in Schedule A.
5. Revenues of the joint venture shall be allocated between the two joint
ventures as to 50% each and distributed as outlined in Schedule "A".
6. The obligations of the parties to the joint venture are described in
Schedule "A". The costs of each party to carry out its obligations as set forth
in Schedule "A" "I be borne by each party.
7. The name of the joint venture shall be Gamble-gate.com.
8. All right, title and interest in any assets and property acquired
through any expenditure of a capital nature made by or behalf or on behalf of
the joint venture, shall be as described in Schedule "A"
9. The rights, duties, obligations, and liabilities of the parties
pursuant, to the joint venture shall be several and not joint . Nothing herein
shall create, or shall be construed as creating, a partnership of any kind or as
imposing upon my partnership duty, obligation or liability to any other party.
Nothing herein shall constitute, or be considered or interpreted as constituting
any party the agent or representative of any other party and no party shall hold
itself out as an agent for any other party except as may be expressly provided
herein.
10. All confidential information and trade secrets of it party shall be
kept confidential by the other party and shall not be used by the other party
except to the extent which may be reasonably necessary to carry out the joint
venture. This paragraph shall survive expiration or termination of this
Agreement.
11. Each of the parties from time to time and at all times do such further
acts and execute and deliver all such further deeds and documents as are
reasonably required in order to fully perform and carry out the term of this
Agreement.
12. A party shall not, except as may be required by this Agreement or by
applicable laws, use suffer or permit to be used, directly or indirectly, the
name of the other party for any purpose related to this Agreement.
13. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter of this Agreement. No amendment or
variation of the provisions of this Agreement shaft be binding upon it party
unless it is evidenced in writing duly expected by that party.
14. This Agreement shall enure to the benefit of, and be binding upon the
parties and their respective belts, executors, administrators, personal legal
representatives, successors and permitted assigns.
15. This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of Ontario and the parties hereby submit to the
Jurisdiction of the Courts of the Province of Ontario for any purpose arising
out of or in connection with this Agreement.
IN WITNESS WHEREOF the Parties hereto have hereunto duly executed this
Agreement as of the day and you first above written.
WORLD SALES & MERCHANDISING INC
Per;
/S/ Brian Zufelt
E-VEGAS.COM, INC.
Per,
/S/ Antal Markus
SCHEDULE A
Additional Purposes for the Joint Venture
In General
gaming information portal
medium for demonstrating the product
build membership through extended services and content
revenue through advertising and merchandising
create partnerships able to generate revenue (ex, travel agencies)
Contributions of the Parties
In General WSMI
portal infrastructure including sever and software to operate the
site
marketing of the site and its services
marketing and distribution of gaming software to operators for
In General E-Vegas.COM, Inc.
gaming infrastructure including server and software
general gaming information
In General Both Parties
work together to create partnerships that bring editorial content,
revenue end membership growth
Distribution of Revenues
50% to WSMI and 50% to E-Vegas
Obligations of the Parties
In General WSMI
begin portal design ASAP
complete portal structure by August 3, 2000
market site
maintain portal site updates (not including gaming software updates)
In General E-Vogas
provide and maintain software demo and licensing
provide use of software for incentives
keep developing software (wireless)
In General both Parties
actively create beneficial partnerships
Ownership of Property
In General WSMI
site structure
site URL
In General E-Vegas
gaming software and related infrastructure
In General Both Parties
Both parties will access to the membership list of the portal
Use of the membership list should be approved by the board of the
joint venture
Future Management
2 Directors each
