Exhibit 6.2
Memorandum of Agreement
Entered into this 30/th/ day of September, 1999.
by and between
▇▇▇▇▇.▇▇▇,Inc ("Pker")
and
Antico Holdings SA ("Antico")
(in course of formation)
Whereas
i) Pker has acquired from UniNet Technology Inc the world wide licensing
rights to the url/domain ▇▇▇▇▇.▇▇▇ for licensing gaming software,
marketing, opt-in advertising, banner ads and e-commerce.
ii) Pker has purchased a licensing and programming agreement with ASF
Software Inc. which allows them use and/or sub-license their multi-
player poker gaming software.
iii) Pker has paid to set up 2 servers and 2 tape back-ups in Costa Rica
to run the ASF software
iv) Pker is not in the business of owning or operating an on-line gaming
site but is in the business of selling turnkey gaming software
licenses.
v) Antico wishes to purchase from Pker a turnkey sub-license to own and
operate a gaming site.
vi) Antico wishes to sub-lease from Pker the right to use the url
▇▇▇▇▇.▇▇▇ to own and operate an on-line gaming site.
vii) Antico has no internet marketing expertise to develop the gaming site
into a viable operation.
viii) Pker has the expertise and the skill set to bring players to an on-
line poker casino.
NOW THEREFORE for valuable consideration given and received, the parties
hereby agree as follows
1. Pker hereby agrees to provide Antico with the world wide rights to use
the URL ▇▇▇.▇▇▇▇▇.▇▇▇ to operate an on-line gaming site on the
Internet.
The term of this license expire July 16, 2098
2. Antico hereby agrees to purchase from Pker a turnkey gaming site which
includes
3. a) The non exclusive license to use the ASF Software at the
▇▇▇▇▇.▇▇▇ web site as more fully described in the Sub-licensing
agreement attached annexure "A" and
b) The servers which have been installed by TicoNet
The term of this license shall be for a period of 1 year and shall be
automatically renewed unless cancelled in writing on 90 days notice.
4. The purchase consideration for the turnkey gaming software sublicense
shall be the sum of US$200,000 payable over 4 years. Payments shall be
made at the rate of $50,000 p.a. plus interest at 6% p.a. The first
payment to be made within 12 months of signing hereof an annually
thereafter.
4. In consideration for the licensing rights to exclusively use the
▇▇▇.▇▇▇▇▇.▇▇▇ url to operate an on-line casino./card-room and for
-------------
Pker's undertaking the marketing of the web-site, Antico will pay Pker
a fee based on 20% of each deposit that is made by a player signing up
to play poker or any other card or casino game that Antico may offer
now or in the future. The expected average deposit is $250 and Pker
will therefore earn $50 from each deposit received by Antico.
5. Antico hereby irrevocably appoints Pker to be their exclusive
marketing agent.
6. Pker will market the casino site for Antico by advertising the
facility on the internet and in main-line magazines. Pker will also
develop an opt-in newsletter to promote the website.
7. Pker will use their best efforts to develop ▇▇▇▇▇.▇▇▇ into the busiest
gaming portal on the Internet. The portal will direct traffic to the
▇▇▇▇▇.▇▇▇ multi-player poker game.
8. Payments in respect of the marketing fees will be made by Antico to
Pker monthly in arrears.
9. Antico is aware that Pker will be marketing and selling gaming
software sub-licenses to other potential casino and/or card-room
operators who will compete with Antico.
/s/ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
---------------------- --------------------------
▇▇▇▇▇.▇▇▇ Inc. Antico Holdings ▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇