UNITED STATES
SECURITIES AND EXCHANGE COMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1998
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
For the transition period from __________ to __________
Commission File Number 33-55254-37
NORAM GAMING AND ENTERTAINMENT, INC.
(Exact name of Small Business Issuer as specified in its charter)
Nevada 87-04853216
(State or other jurisdiction of incorporation) IRS Employer Identification No.)
THREE CANTON SQUARE
TOLEDO, OHIO 43624
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (419) 255-1515
Indicate by a check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the issuer was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June 30, 1998
- ------------------------------------ -------------------------------
$.001 par value Class A Common Stock 14,906,918 shares
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF PRESENTATION
General
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do no include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the three
months ended June 1998, are not necessarily indicative of the results that can
be expected for the year ending December 31, 1998.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1998, the Company had $70,087 cash in the bank. There is no
certainty that the Company can meet its current financial commitments.
The Company is a development stage Company engaged in the leasing of
facilities to charities that conduct bingo operations.
Net loss was $175,976 for the three months ended June 30, 1998 compared
with $377,312 for the same period in 1997.
Net revenue was $139,323 for the three months ended June 30, 1998 compared
with $167,930 for the same period in 1997 for a decrease of 17%. Cost of sales
for the three months ended June 30, 1998 were $39,253 compared to $48,310 for
the same period in 1997 for a decrease of 19%.
General and administrative expenses were $136,263 for the three months
ended June 30, 1998 compared to $192,175 for the same period in 1997 for a
decrease of 29%. Depreciation and amortization expense was $6,347 for the three
months ended June 30, 1998 compared to $7,803 for the same period in 1997 for a
decrease of 19%. Interest expense for the three months ended June 30, 1998 was
$6,430 compared to $5,027 for the same period in 1997 for an increase of 22%.
During the three months ended June 30, 1998 the Company issued 483,678
shares of its common stock for consulting services valued at $127,006 in
connection with the development of new overseas markets for the Company's
services.
For the three months ended June 30, 1998 the Company had a net loss of
$127,006 and its subsidiary had a net loss of $48,970 for consolidated net loss
of $175,976. For the three months ended June 30, 1997, the Company's loss was
$296,887 and the subsidiary's loss was $80,425, for a consolidated net loss of
$377,312.
At June 30, 1998 the Company's assets were $9,000 and the subsidiary's
total assets were $402,868 for total consolidated assets of $411,868. At June
30, 1998 total consolidated liabilities for the Company and its subsidiary were
$731,183.
Net loss was $315,102 for the six months ended June 30, 1998 compared with
$881,973 for the same period in 1997.
Net revenue was $335,996 for the six months ended June 30, 1998 compared
with $502,842 for the same period in 1997 for a decrease of 33%. Cost of sales
for the six months ended June 30, 1998 was $84,111 compared to $109,884 for the
same period in 1997 for a decrease of 24%.
<PAGE>
General and administrative expenses were $341,530 for the six months ended
June 30, 1998 compared to $398,584 for the same period in 1997 for a decrease of
16%. Depreciation and amortization expense was $12,695 for the six months ended
June 30, 1998 compared to $15,525 for the same period in 1997 for a decrease of
18%. Interest expense for the six months ended June 30, 1998 was $13,610
compared to $9,927 for the same period in 1997 for an increase of 35%.
For the six months ended June 30, 1998 the Company had a net loss of
$199,154 and its subsidiary had a net loss of $115,948 for a consolidated net
loss of $315,102.
During the six months ended June 30, 1998 the Company issued 647,648 shares
of its common stock for consulting services valued at $199,170 in connection
with the development of new overseas markets for the Company's services.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
none
(b) Reports on Form 8-K
none
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORAM GAMING AND ENTERTAINMENT, INC.
DATED: October 14, 1998 /S/ George C. Zilba
---------------------------------------
George C. Zilba, President and Director
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
June 30, 1998
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 70,087.01
Loan Receivable 5,000.00
Inventory 26,161.63
Prepaid Expenses 17,005.96
-------------
Total Current Assets $ 118,254.60
PROPERTY AND EQUIPMENT $ 152,515.00
Less: Accumulated Depreciation (84,493.56)
Net Property and Equipment 90,981.01
OTHER ASSETS
Security Deposits $ 11,951.52
Leasehold Acq. Costs - Brandon 60,000.00
Accum. Amort. - Brandon (30,833.33)
Total Other Assets 41,118.19
-------------
TOTAL ASSETS $ 402,867.80
=============
LIABILITIES & STOCKHOLDERS EQUITY
CURRENT LIABILITY
Loans Payable $ 546,415.42
Accounts Payable 32,779.78
Accrued Expenses 143,073.41
Sales & Payroll Taxes 8,914.50
-------------
Total Current Liabilities $ 731,183.11
STOCKHOLDERS' EQUITY
Capital Stock 14,184.80
Paid In Capital 1,335,594.33
Retained Earnings/(Deficit) (1,562,144.56)
Current Loss (115,948.88)
-------------
Total Stockholders' Equity (328,314.31)
-------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 402,868.80
=============
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
6/30/98 6/30/97 Two Quarters 1998
------- ------- -----------------
<S> <C> <C> <C>
Net Sales $ 139,322.00 $ 167,930.00 $ 335,997.00
Cost of Sales $ 39,253.00 $ 48,310.00 $ 84,112.00
------------------------------------------------
Gross Profit $ 100,069.00 $ 119,620.00 $ 420,109.00
General and Administrative Expenses $ 136,263.00 $ 192,175.00 $ 335,139.00
Depreciation and amortization $ 6,347.00 $ 7,803.00 $ 12,695.00
Interest Expense $ 6,430.00 $ 5,027.00 $ 13,610.00
------------------------------------------------
$ 149,040.00 $ 205,005.00 $ 381,444.00
Net Income (Loss) Before Other $ (48,970.00) $ (85,385.00) $(115,948.00)
Stock issued for consulting services $(127,006.00) $(291,927.00) $(199,154.00)
$ -- $ -- $ --
------------------------------------------------
Net Income (Loss) Before Income Tax $(175,976.00) $(377,312.00) $(315,102.00)
Income Tax (Benefit) $ -- $ -- $ --
------------------------------------------------
Net Income (Loss) $(175,976.00) $(377,312.00) $(315,102.00)
Net Income (Loss) per weighted average share $ (0.03) $ (0.03) $ (0.03)
Weighted average number of common shares used to
compute net income (loss) per weighted average share 14,000,000 13,844,457 13,500
</TABLE>
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDING JUNE 30, 1998
(Unaudited)
OPERATING ACTIVITIES
Net Loss (315,102)
Adjustments to reconcile net loss to cash
provided (used) by operating activities
Stock issued for expenses 199,154
Depreciation and amortization 12,694
Changes in assets and liabilities
Inventory (1,199)
Prepaid Expenses (7,847)
Accounts payable (18,416)
Accrued expenses 10,360
NET CASH PROVIDED (USED) 0
BY OPERATING ACTIVITIES
INVESTING ACTIVITIES
Purchase of property and equipment 0
Security deposits 0
--------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 0
FINANCING ACTIVITIES
ProceedS from sale of common stock 156,200
Loan proceeds 30,460
Loan repayments (62,251)
--------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 124,408
--------
INCREASE IN CASH AND CASH
EQUIVALENTS 61,101
Cash and cash equivalents at
beginning of period 8,985
--------
CASH AND CASH EQUIVALENTS
AT JUNE 30, 1998 70,087
========
SUPPLEMENTAL INFORMATION
Cash paid for interest 431
This schedule contains financial information extracted form NorAm Gaming and
Entertainment, Inc. and Subsidiary June 30, 1998 financial statements and is
qualified in its entirety by reference to such financial statements.
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATES OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock
Par Value $.001
Shares Amount
---------- -------
Balances at 3/14/90 (Date of inception) 0 $ 0
Issuance of common stock (restricted)
at $.001 per share at 3/14/90 1,000,000 1,000
Net Income for period
---------- -------
Balance at 12/31/90 1,000,000 1,000
Cash received for stock subscription
Net loss for year
---------- -------
Balance at 12/31/91 1,000,000 1,000
Net Income for year
---------- -------
Balance at 12/31/92 1,000,000 1,000
Net Income for year
---------- -------
Balance at 12/31/93 1,000,000 1,000
Issuance of common stock (restricted)
for subsidiary at $.001 per share 10,000,000 10,000
Net Income for year
---------- -------
Balance at 12/31/94 11,000,000 11,000
Sale of common stock (Regulation S)
at $.10 per share at 8/30/95 1,500,000 1,500
Net Income for year
---------- -------
Balance at 12/31/95 12,500,000 12,500
Issuance of common stock (restricted)
at $.001 per share for services at 7/9/96 140,000 140
Net Income for year
---------- -------
Balance at 12/31/96 12,640,000 12,640
Issuance of common stock at $.50
per share for services at 1/27/97 460,000 460
Issuance of common stock at $.6875
per share for services at 3/19/97 478,000 478
Net Loss for year
---------- -------
<PAGE>
Balances at 12/31/97 14,184,800 14,185
Issuance of common stock for services at:
.35 per share 1/12/98 37,500 37.5
.35 per share 1/16/98 30,000 30
.35 per share 1/16/98 25,000 25
.36 per share 2/3/98 31,470 31.47
.35 per share 2/13/98 40,000 40
.23 per share 2/25/98 62,800 62.80
.30 per share 3/20/98 40,000 40
.17 per share 4/1/98 71,333 71.3
.14 per share 4/13/98 100,000 100
.35 per share 4/22/98 100,000 100
.35 per share 4/22/98 20,000 20
.35 per share 4/22/98 20,000 20
.35 per share 4/22/98 20,000 20
.35 per share 4/22/98 20,000 20
.35 per share 4/22/98 20,000 20
.25 per share 4/30/98 44,545 44.54
.28 per share 6/1/98 42,800 42.80
.31 per share 6/5/98 25,000 25
---------- -------
Balances at 6/30/98 14,906,918 $250.41
<PAGE>
CONSULTING AGREEMENT
This Consulting Agreement (hereinafter the "Agreement") is made this 15th
day of October, 1997, by and among Noram Gaming & Entertainment, Inc., a Nevada
corporation, and its successors and assigns, whose principal place of business
is located at Three Canton Square, Toledo, Ohio, 43625 (hereinafter the
"Company") and James P. Gagel, a Washington, D.C. resident with an address of
1511 K Street, NW, Suite 705, Washington, D.C. 20005 (hereinafter the
"Consultant").
R E C I T A L S
WHEREAS, the Board of Directors of the Company has agreed to adopt a
written agreement for compensation of the Consultant, who is a natural person,
for agreed upon services previously performed and to be performed; and
WHEREAS, the Company desires to engage the Consultant to provide services
at the request of and subject to the satisfaction of its management, and may
avail itself of the services of the Consultant during the term hereof; and
WHEREAS, the Consultant has previously provided certain services at the
request and subject to the approval of the management of the Company; and
<PAGE>
WHEREAS, a general description of the nature of the agreed-upon services
performed and to be performed by the Consultant under this Agreement is listed
in the Counterpart Signature Pages attached hereto; and
WHEREAS, the Company and the Consultant intend that this Agreement shall be
a "written compensation agreement" as defined in Rule 405 of the Securities and
Exchange Commission (the "SEC") pursuant to which the Company may issue "freely
tradeable" shares of its common stock as payment for services rendered pursuant
to an S-8 Registration Statement to be filed with the SEC by the Company.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
A G R E E M E N T
1. Consultant Services. The Company hereby acknowledges the employment of
the Consultant and the Consultant hereby acknowledges acceptance of
such employment, and have performed or will perform the services
requested by management of the Company to the Company's satisfaction
during the term hereof. Subject to the terms and conditions of this
Agreement, the Consultant shall continue to provide consulting
services at the request of the Company in connection with its general
operations and projects during the term hereof. Any and all services
performed by the Consultant shall be performed in accordance with the
requests of the management of the Company. The services performed
<PAGE>
by the Consultant hereunder have been personally rendered by the
Consultant and no one acting for or on behalf of the Consultant,
except those persons normally employed by the Consultant in rendering
services to others, such as secretaries, bookkeepers and the like.
Consultant's services include the rendering of general legal advice
regarding the company's activities, the development of gaming
opportunities in the United States and Latin America, and such other
services as from time to time may be required, regarding which
Consultant shall devote an average minimum of 15 hours per week.
2. Compensation. In consideration of the services performed and to be
performed by the Consultant hereunder, shares of the Company's common
stock shall be issued to the Consultant in the form of 25,000 share
certificates on a monthly basis, the value of which shall not exceed
the sum of $48,000 over the term of this Agreement. In addition,
40,000 shares shall be issued to the Consultant on June 1, 1999, and
Consultant shall be compensated at the rate of $200.00 per day for
services performed away from his office, which amount may be paid in
cash or stock at the Company's discretion.
3. Delivery of Shares. Subject to the filing and effectiveness of the SEC
Forms, as provided for and defined in Paragraph 4 of this Agreement,
and any applicable state securities filings covering the Shares, and
also subject to Paragraph 5 of this Agreement, one or more
certificates representing such Shares shall be delivered
<PAGE>
to the respective Consultant, at their respective addresses listed
above, unless another address shall be provided to the Company by any
Consultant in writing prior to the creation of such certificate.
4. Preparation of Securities Registration Forms; Payment of Fees. Except
as provided in Paragraph 5, the parties understand and agree that the
issuance of the Shares and any Renewal Term Shares (as defined below)
shall occur after the filing with the SEC and effectiveness of all
required Registration Statements and other necessary securities
documents, including, without limitation, a Form 10-SB General Form
for Registration and a Form S-8 Registration Statement (the "SEC
Forms"). Upon execution of this Agreement, the Company shall take such
actions as are reasonably necessary to effect the preparation and
filing of the SEC Forms, including the engagement of the services of a
competent professional or professionals.
5. Failing to Register Securities; Issuance of Restricted Shares. If the
Shares or Renewal Term Shares (as defined below) are not capable of
registration with the SEC as set forth in Paragraph 4 prior to the
expiration of this Agreement pursuant to Paragraph 11, the parties
agree that the Shares, and Renewal Term shares if applicable, shall be
issued to the Consultant as "restricted" shares. In such circumstance,
the transferability of the Shares, and Renewal Term Shares if
applicable, will be restricted by the Securities Act of 1933, as
amended (the
<PAGE>
"Act"), and applicable state securities laws and regulations, and
neither the Shares nor the applicable Renewal Term Shares will be
eligible to be sold unless they are subsequently registered or an
exemption form registration is available. If the Shares or Renewal
Term Shares are issued as "restricted" shares, the certificates
representing such Shares or Renewal Term Shares will bear appropriate
legends referring to the restrictions on resale and transferability
imposed by the Act and applicable state securities laws and
regulations. If the Shares or Renewal Term Shares are issued as
"restricted" shares, the Company shall use its best efforts to prepare
and file a registration statement covering such Shares or Renewal Term
Shares by the earliest practicable date.
6. Expenses. The Company shall pay for all ordinary and necessary
out-of-pocket expenses incurred by the Consultant, in connection with
the services performed or to be performed by the Consultant hereunder.
7. Limitation on Nature of Service. None of the services performed or to
be performed by the Consultants and paid for by the issuance of shares
of common stock of the Company are or shall be services related to any
"capital raising" transaction.
8. Confidential Information. The Consultant acknowledges that in the
course of performance of services under this Agreement, he has had or
will have access to and has acquired or will acquire Confidential
Information (as hereinafter
<PAGE>
described) concerning the Company, its business and operations. The
Consultant agrees that he will not disclose any Confidential
Information to third parties or use any Confidential Information for
any purpose other than the performance of this Agreement except as
disclosure may be necessary or appropriate in the course of performing
this Agreement. For purposes of this Agreement, the term "Confidential
Information" shall include all information relating to the business of
the Company and all processes, services and other activities engaged
in by the Company during the term of this Agreement; provided, however
that the term "Confidential Information" shall not include any
information which at the time of disclosure to the Consultant is in
the public domain, or which subsequently becomes a part of the public
domain by publication of otherwise through no fault of the Consultant,
or which is subsequently disclosed to the Consultant or its employees
by a third party not in violation of any rights or obligations owed by
such third party to the Company.
9. Indemnification. Each party to this Agreement (hereinafter and
"Indemnifying Party") hereby agrees to indemnify each of the other
parties to this Agreement (hereinafter an "Indemnified Party") for and
hold the Indemnified Party harmless against the following: (a) any and
all loss, liability or damage resulting from any breach or
non-fulfillment of any agreement or obligation of the Indemnifying
Party under this Agreement; (b) any losses, damages, fees,
settlements, or other costs or expenses resulting form any
misstatement of a material fact or omission
<PAGE>
of a material fact by the Indemnifying Party contained herein or
contained in the S-8 Registration Statement of the Company to be filed
hereunder, to the extent that any such misstatement or omission
contained in the Registration Statement was based upon information
supplied by the Indemnifying Party; and (c) any and all actions,
suits, proceedings, damages, assessments, judgments, settlements,
costs and expenses, including reasonable attorney's fees, incurred by
the Indemnified Party as a result of failure or refusal of the
Indemnifying Party to defend any claim incident to or otherwise honor
the foregoing provisions after having been given notice of and an
opportunity to do so.
10. Term; Expiration. The "Effective Date" of this Agreement is the date
of execution hereof. This Agreement shall remain in effect until
expiration as hereinafter provided. This Agreement shall expire on the
date that is twelve (12) months after the Effective Date, unless
extended in accordance with Paragraph 11 hereof. Notwithstanding the
foregoing, expiration of this Agreement pursuant to this Paragraph
shall not alter or excuse the parties' obligations under Paragraph 3
or Paragraph 4 of this Agreement.
11. Option to Renew.
11.1 Exercise of Option. The parties that the Company shall have an
option to renew this Agreement as to Consultant James P. Gagel
for an additional renewal by providing written notice of such
exercise to
<PAGE>
Consultant James P. Gagel no later than thirty (30) days before
the expiration of this Agreement pursuant to Paragraph 10 hereof.
11.2 Renewal Term Compensation. If the Company exercises such option
to renew, the terms and provisions of this Agreement shall
continue to apply, except that additional compensation of up to
250,000 shares of the Company's common stock (the "Renewal Term
Shares") shall be paid to Consultant James P. Gagel in
consideration of the services to be performed by Consultant James
P. Gagel during such renewal term. In consultation with
Consultant James P. Gagel, the Company shall determine the exact
number of shares of the Company's common stock to be paid to
Consultant James P. Gagel as Renewal Term Shares, after
considering the value of the services to be performed by
Consultant James P. Gagel during such renewal term and the market
value of shares of the Company's common stock during the period
immediately preceding the commencement of such renewal term.
12. Independent Contractors. The Company and the Consultant agree that the
Consultant is an independent contractor for all services performed and
to be performed under the terms and conditions for all services
performed and to be performed under the terms and conditions of this
Agreement and shall not be deemed to be the Company's agent for any
purpose whatsoever and are not granted
<PAGE>
any right or authority under this Agreement to assume or create any
obligation or liability, whether express or implied, absolute or
contingent, on the Company's behalf, or to bind the Company in any
manner. The Consultant shall be liable for any FICA taxes, withholding
or other similar taxes or charges arising from the issuance of any
shares of the Company's common stock to any Consultant or any other
compensation received hereunder, and the Consultant shall indemnify
and hold harmless the Company therefrom; it is understood by the
parties that the value of all such items has been taken into account
by the parties in determining the amount of compensation for services
rendered by the Consultant hereunder.
13. Representation and Warranties of the Company.
13.1 Corporate Status. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Nevada.
13.2 Securities Laws. The Company shall fully comply any and all
federal and state securities laws, rules, and regulations
governing the issuance of any of the Shares or Renewal Term
Shares.
13.3 Reports with the SEC. Upon the filing and effectiveness of a Form
10-SB, the Company will be required to file reports with the SEC
pursuant to Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), and the Company agrees that after
the
<PAGE>
filing and effectiveness of such Form 10-SB, and during the term
of this Agreement and any renewal term hereunder, it will file
with the SEC all reports required to be filed by it, and such
reports will be true and correct in every material respect.
14. Representation and Warranties of Consultants. The Consultant
represents and warrants to, and covenants with, the Company as
follows:
14.1 Employment. The Consultant has hereby accepted employment by the
Company, and has agreed to perform and has performed the services
requested by management of the Company during the term hereof.
The services performed by the Consultant have been personally
rendered by the Consultant, and no one acting for or on behalf of
the Consultant.
14.2 Limitation on Services. None of the services rendered or to be
rendered by the Consultant and paid for by the issuance of the
Shares or Renewal Term Shares shall be services related to any
"capital raising" transaction.
14.3 Valid Obligation; No Conflicts. Execution of this Agreement and
performance of services hereunder by each Consultant constitutes
valid and performance of services hereunder by each Consultant
constitutes valid and binding obligations of such Consultant and
his performance hereunder will not violate any other agreement to
which such Consultant is a party.
<PAGE>
15. Miscellaneous Provisions.
15.1 Notices. All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in
writing and shall be considered as properly given or made if hand
delivered, mailed from within the United States by certified or
registered mail, or sent by prepaid telegram to the applicable
addresses appearing in the preamble to this Agreement, or to such
other addresses as a party may have designated by like notice
forwarded to the other parties hereto. All notices, except
notices of change of address, shall be deemed given when mailed
or hand delivered and notices of change of address shall be
deemed given when received.
15.2 Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested
by the other party to carry out the intent and purposes of this
Agreement.
15.3 Binding Agreement; Non-Assignability. Each of the provisions and
agreements herein, contained shall be binding upon and ensure to
the benefit of the personal representatives, heirs, devises,
successors and permitted assigns of the respective parties
hereto; however, none of the rights or obligations hereunder
attaching to any Consultant may be
<PAGE>
assigned, without the express written consent of the Company, and
none of the rights or obligations hereunder attaching to the
Company may be assigned, without the express written consent of
the Consultant.
15.4 Entire Agreement. This Agreement, and the other documents
referenced herein, constitute the entire understanding of the
parties hereto with respect to the subject matter hereof and
supersedes and cancels any prior agreement, representation or
communication, whether oral or written, between the parties
relating to the transactions contemplate herein or subject matter
hereof. No amendment, modification or alternation of the terms
hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by
each of the parties hereto.
15.5 Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid
for any reason whatever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
15.6 Headings. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended
to describe, interpret, define or limit the scope, extent or
intent hereof.
<PAGE>
15.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
15.8 Governing Law. This Agreement, and the application or
interpretation hereof, shall be governed exclusively by its terms
and by he laws of the State of Nevada. Venue for all purposes
shall be deemed proper within either: (a) Ottawa Lake, Michigan;
or (b) with respect to any action relating to the rights or
obligations hereunder of Consultant James P. Gagel, the District
of Columbia or the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first written above.
Noram Gaming & Entertainment, Inc.
By:
--------------------------------
George C. Zilba, President
By:
--------------------------------
James P. Gagel
