EXHIBIT 10.137
LETTER OF INTENT DATED AUGUST 5, 1996 BETWEEN THE REGISTRANT AND NG MAN
SUN DBA DRAGON SIGHT INTERNATIONAL AMUSEMENT (MACAU) COMPANY
August 5, 1996
▇▇. ▇▇ Man Sun
DRAGON SIGHT INTERNATIONAL
AMUSEMENT (MACAU) COMPANY
Room ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3/F Shun Tak Centre
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
RE: The 40% Net Profits Interest acquired on May 25, 1995 by ▇▇▇▇
▇▇▇▇▇▇▇'▇ ▇▇ Inc., a Colorado corporation ("▇▇▇▇"), the sole
shareholder of NuOasis International Inc., a Bahamas
corporation ("NuOasis") from ▇▇. ▇▇ Man Sun doing business as
Dragon Sight International Amusement (Macau) Company
("Dragon") at the Hyatt and Holiday Inn Hotels in Macau, as
described in the Agreement attached hereto as Exhibit "A" (the
"Net Profits Interest")
Dear ▇▇. ▇▇:
When countersigned by you in the space provided below, this letter (the
"Agreement") shall serve as the agreement between yourself, individually and
doing business as Dragon Sight International Amusement (Macau) Company
(collectively, "you") and ▇▇▇▇ to resolve the conflict between you and the
government of Macau resulting from statements made to the Macau Gaming
Commission which have served to interfere with the contractual and future
business relationship between you and ▇▇▇▇ and NuOasis. NuOasis is the successor
to the Net Profits Interest by virtue of an Assignment of such interest from
▇▇▇▇ in December 1995.
1. REPATRIATION OF NET PROFITS INTEREST
▇▇▇▇ will cause NuOasis to assign to you, or your designees, effective
July 1, 1996, all of the Net Profits Interest, in consideration for
which you and such designees will sell, assign and transfer to NuOasis,
or its designees, a mutually agreed number of the shares of common
stock originally issued by ▇▇▇▇ to make the purchase of the Net Profits
Interest.
2. SETTLEMENT OF OUTSTANDING BALANCE ON NOTE
▇▇▇▇ will cause NuOasis to purchase the Three Million (USD3,000,000)
Contingent Secured Promissory Note issued to you by ▇▇▇▇ on May 25,
1995 for an amount equal to the current outstanding principal and
accrued interest, a copy of which is attached hereto as Exhibit "B",
which is approximately Three Million Two Hundred Eighty Thousand
Dollars (USD3,280,000) as of today's date.
3. PAYMENT OF ACCRUED NET PROFITS INTEREST REVENUES
You will deposit with NuOasis, in its account at Po Sang Bank, the Net
Profits Interest revenues accruing to the 40% Net Profits Interest of
NuOasis from January 1 through June 30, 1996.
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4. RELEASE BY YOU
Except for obligations and rights expressly set forth and reserved by
this Agreement, you hereby release, acquit and forever discharge ▇▇▇▇,
NuOasis and their respective agents, servants and employees,
successors, heirs, legal representatives and assigns, and all persons,
natural or corporate, in privity with them from any and all claims,
causes of action, or controversies of any kind whatsoever, whether
known or unknown, whether accrued or to accrue, including but not
limited to claims at common law pursuant to the laws of the United
States and the State of Colorado, or pursuant to any other laws or
statutes, including but not limited to all matters relating or
pertaining to the purchase and ownership of the Net Profits Interest
through the date hereof. Except as otherwise provided herein, the
foregoing release releases all claims as to any alleged
misrepresentations, false statements, securities law violations
relating or pertaining to ▇▇▇▇ or NuOasis, the business affairs of ▇▇▇▇
or NuOasis, or the management of ▇▇▇▇ or NuOasis, through the date
hereof. It is expressly understood and agreed that the foregoing
release constitutes a general release of each and every claim which you
have or may have against ▇▇▇▇ or NuOasis, or their officers and
directors as of the date hereof.
5. RELEASE BY ▇▇▇▇ AND NUOASIS
Except for obligations and rights expressly set forth and reserved by
this Agreement, ▇▇▇▇ and NuOasis hereby release, acquit, and forever
discharge you, your respective agents, servants, and employees, heirs,
legal representatives and assigns, and all persons natural, or
corporate, in privity with you from any and all claims, causes of
action, or controversies of any kind whatsoever, whether known or
unknown, whether accrued or to accrue, including but not limited to
claims at common law pursuant to the laws of the United States and the
States of Colorado and California, and Macau, or pursuant to any other
laws or statutes, including but not limited to all matters relating or
pertaining to the sale and operation of the casinos underlying the Net
Profits Interest by you through the date hereof. It is expressly
understood and agreed that the foregoing release constitutes a general
release of each and every claim which ▇▇▇▇ or NuOasis have or may have
against you as of the date hereof.
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6. WAIVER AND RELEASE OF UNKNOWN CLAIM
It is expressly understood that this release extends to claims which
the parties hereto may not know or suspect to exist in their favor at
the time of executing this Agreement, which if known may have
materially affected their settlement.
This waiver and release of unknown claims is applicable to statutes and
principles of common law of the United States or the State of Colorado
and California, or of any and all other states of the United States or
foreign jurisdictions, and are hereby knowingly and voluntarily waived
and relinquished by the parties hereto. The parties each acknowledge
that these waivers are essential and material terms of this Agreement,
without which the consideration set forth herein and the agreement
reached herein would not have been made.
7. NO PRIOR ENCUMBRANCES OR ASSIGNMENT
You agree and covenant that you have not assigned, pledged or otherwise
in any manner whatsoever encumbered, conveyed or transferred the shares
of common stock to be transferred by you, and the Note or any claim or
any cause of action, either by instrument in writing or otherwise,
which you believe you may have against ▇▇▇▇ or NuOasis, or their
officers, agents or representatives, arising out of or relating to the
subject matter of this Agreement.
8. NO DETRIMENTAL RELIANCE
The parties agree that as a part of the consideration for this
Agreement, and before executing this Agreement, each party hereto has
been fully informed of and understands the terms, contents, conditions
and effects of this Agreement; that in executing this Agreement and
negotiating the terms thereof, each has had the benefit of the advice
of attorneys of its own choosing; and, that no promise or
representation of any kind has been made to any party by another party
hereto, or anyone acting for them, except as is expressly stated in
this Agreement. The parties represent that they have relied completely
and solely on their own judgement and the advice of their attorneys in
executing this Agreement.
9. NO LIABILITY
The parties agree that the consideration described in this Agreement,
and the covenants set forth herein, are given by the parties in
compromise and settlement of a dispute in order that each party may but
its peace. Such consideration, agreement and covenants are in no way to
be construed as an admission of liability on the part of any party
hereto. Each party specifically denies any such liability or
responsibility and specifically denies all such allegations made
against said party.
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10. EVENTS THAT WOULD MAKE THIS AGREEMENT VOID
This Agreement shall be void and of no effect if any one of the
following events occurs:
A. Failure to Accept Agreement. If you fail to accept, sign and
deliver this Agreement by August 16, 1996.
B. Failure to Remit Proceeds of Net Profits Interest. If you fail to
remit the proceeds of the Net Profits Interest for the six (6)
months ended June 30, 1996 of HK$30,065,235.20.
C. NuOasis' Failure to Tender Net Profits Interest. If NuOasis shall
fail to tender the Net Profits Interest to you or your designees.
D. NuOasis' Failure to Satisfy Outstanding Financial and Interest
Due on the Note. If NuOasis fails to satisfy outstanding
financial and interest due on the Note by check to you on or
before August 16, 1996 (the "Closing Date").
In the event this Agreement is terminated pursuant to this paragraph,
this Agreement shall be of no further force or effect and no
obligation, right, or liability shall arise hereunder, And, further,
each party shall bear its own costs in connection with the negotiation,
preparation, and execution of this Agreement.
11. REPRESENTATION BY COUNSEL
Each of the parties have been or have had the opportunity to be
represented by the counsel in entering into this Agreement. Each of the
parties affirms to the others that it has consulted and discussed the
provisions of this Agreement with its counsel and fully understands the
legal effect of each such provisions.
12. FACTUAL DIFFERENCE
Each of the parties understands and accepts the risk that the facts,
pursuant to which this Agreement is entered into may be different from
the facts now known or believed by each such party to be true. This
Agreement shall remain in all respects effective and shall not be
subject to termination or rescission by virtue of any such difference
in facts.
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13. NEGOTIATED TRANSACTION
The drafting and negotiations of this Agreement has been participated
in by each of the parties. For all purposes, this Agreement shall be
deemed to have been drafted jointly by each of the parties.
14. FURTHER DOCUMENTATION AND ASSISTANCE
You agree, following the consummation of the repatriation of the Net
Profits Interest, to cooperate with ▇▇▇▇, its officers and directors,
to execute additional instruments and take such action as may be
reasonably requested by ▇▇▇▇ or NuOasis to carry out the intent and
purpose of this Agreement.
15. MISCELLANEOUS
A. Authority. The persons executing this Agreement are duly
authorized to do so. Further, ▇▇▇▇ and you each represent,
through such executors, that each has taken all action required
by law or otherwise to properly and legally execute and carry out
the terms of this Agreement.
B. Notices. Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail,
postage prepaid, addressed as follows:
To You: Dragon Sight International Amusement
(Macau)Company
Room ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3/F Shun Tak Centre
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇▇-▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇▇-▇-▇▇▇-▇▇▇▇
To NuOasis: NuOasis International Inc.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Telephone: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Facsimile: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
To ▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇ Inc.
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
or to any other address which may hereafter be designate by
either party by notice given in such manner. All notices shall be
deemed to have been given as of the date of receipt.
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C. Entire Agreement. This agreement sets forth the entire
understanding between the parties hereto and no other prior
written or oral statement or agreement shall be recognized or
enforced.
D. Severability. If a court of competent jurisdiction determines
that any clause or provision of this Agreement is invalid,
illegal, or unenforceable, the other clauses and provisions of
the Agreement shall remain in full force and effect and the
clauses and provisions which determined to be void, illegal, or
unenforceable shall be limited so that they shall remain in
effect to the extent permissible by law.
E. Assignment. Neither party may assign this Agreement without the
express written consent of the other party, however, any such
Assignment shall be binding on and inure to the benefit of such
successor, or, in the event of death or incapacity, on their
heirs, executors, administrators and successors of any party.
F. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the United States, State of
California
G. Attorney's Fees. If any legal action or other preceding
(nonexclusively including arbitration) is brought for the
enforcement of or to declare any right or obligation under this
Agreement or as a result of a breach, default or
misrepresentation in connection with any of the provisions of
this Agreement, or otherwise because of dispute among the parties
hereto, the prevailing party will be entitled to recover actual
attorney's fees (including for appeals and collection) and other
costs incurred in such action or proceeding , in addition to any
other relief to which such party may be entitled.
H. Counterparts. It is understood and agreed that this Agreement may
be executed in any number of identical counterparts, each of
which may be deemed an original for all purposes.
I. Further Documents. ▇▇▇▇ and you will at any time, and from time
to time after the date of this Agreement, cooperate with each
other and execute such additional instruments and take such
action as may be reasonably requested by the other party to
confirm and to carry out the intent and purpose of this
Agreement.
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J. Amendment or Waiver. No waiver by any party of the performance of
any obligation by the other shall be construed as a waiver of the
same or any other default, then, theretofore, or thereafter
occurring or existing. This Agreement may only be amended by a
writing signed by all parties hereto.
K. Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
L. Facsimile Transmission. If a party signs this Agreement and then
transmits an electronic facsimile of the signature page to
another party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary and General Counsel
ACCEPTED THIS ----- Day of August, 1996
▇▇. ▇▇ Man Sun, doing business as
Dragon Sight International
Amusement (Macau) Company
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EXHIBIT "A"
to the
Letter Agreement
Dated August 5, 1996
THE NET PROFITS INTEREST
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EXHIBIT "B"
to the
Letter Agreement
Dated 5, 1996
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