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EXHIBIT 6.5
Agreement between Omicron Technologies Inc.
and Fairwind Technologies Ltd. for Software Development
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EXHIBIT 6.5
THIS AGREEMENT dated for reference the 17th day of September, 1999
BETWEEN:
OMICRON TECHNOLOGIES INC., a body corporate duly incorporated and
having an office at 2202 - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, Fax: (▇▇▇) ▇▇▇-▇▇▇▇
("OMICRON")
AND:
FAIRWIND TECHNOLOGIES LTD., a body corporate duly incorporated and
having an office at 109 - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇, Fax: (▇▇▇) ▇▇▇-▇▇▇▇
("FAIRWIND")
WHEREAS:
A. Omicron is a publicly traded company which provides state of the art
technology to the public.
B. Fairwind is a development oriented company which is able to provide
internet gaming software.
C. Omicron wishes to engage Fairwind to develop some gaming technology.
D. Fairwind has represented to Omicron that it has the ability to create
the Back-End Product as well as the Front-End Product.
E. The Parties have acknowledged the state of their negotiations in the
Letter of Intent but now wish to put into a legal agreement their understanding
with respect to Omicron acquiring from Fairwind certain exclusive distribution
rights for the Front-End Product and the Back-End Product.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the presents,
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the Parties, the Parties hereto agree as follows:
1. INTERPRETATION
1.1 DEFINITIONS. In addition to the terms defined elsewhere in this
Agreement, the following terms shall have the meaning specified below:
"ACCEPTANCE OF THE PRODUCTS" means the date upon which Fairwind received notice
in writing from Omicron that the Products meet the Specifications.
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"AGREEMENT, HEREIN, HEREIN, HEREOF, HEREBY" and similar expressions mean or
refer to this document and the expressions ARTICLE, SECTION, SUBSECTION AND
PARAGRAPH followed by a number or letter mean or refer to that specified
article, section, subsection or paragraph of this Agreement.
"BACK-END PRODUCT" means computer software developed by Fairwind comprising the
accounting, communications and administration modules which inter-operate with
the Front-End Product.
"CLOSING DATE" means fourteen (14) days after the date of Acceptance of the
Products.
"COMPENSATION" means five hundred and forty-eight thousand ($548,000.00) dollars
Canadian payable pursuant to paragraphs 3 and 4 of this Agreement.
"COMPLETION SCHEDULE" means that schedule for completion of the development of
the Products as attached hereto as Schedule "A" and as amended from time to time
by the mutual agreement of the Parties.
"CONFIDENTIAL INFORMATION" includes all information, knowledge and expertise
relating to the Products and any Improvements and the business of either Party
now known, possessed by, or hereafter discovered and learned by a Party, and
disclosed to the other Party (herein the "RECIPIENT") except information that:
(a) is known to the Recipient before the date of receipt as
evidenced by written records of the Recipient;
(b) is lawfully disclosed to the Recipient by a third person who
is not under any obligation of secrecy to disclose a party; or
(c) is or becomes generally known to the public other than by a
breach by the Recipient of its contractual obligations.
"CONVERSION PRICE" means the weighted average of the closing trading price of
the shares of Omicron on the NASDAQ Over the Counter Market for the ten (10)
trading days immediately prior to the date of the Acceptance of the Products.
"FRONT-END PRODUCT" means computer software developed and owned by Fairwind
comprising the web pages and game client software which provides the playing of
games as follows:
(a) single player game with server: video poker, slot machine,
blackjack, roulette, craps;
(b) multi-user game with server: blackjack, roulette; and
(c) multi-player games: poker, roulette, baccarat and blackjack,
and more fully described in the Specifications.
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"GAMING INDUSTRY" means the industry comprised of businesses engaged in
operating, or providing services to, online casinos.
"IMPROVEMENTS" means any developments, updates, modifications, enhancements and
improvements to the Products including without limitation, developments of the
Products in languages other than English.
"LANGUAGES" means the English, French, Spanish and German.
"LICENSE" means the licenses described in sections 6.1 and 7.1 of this
Agreement.
"OMICRON SHARES" means the free trading shares of Omicron forming part of the
Compensation, the number of which will be calculated pursuant to section 5 of
this Agreement.
"PARTIES" means Omicron and Fairwind and Party means either of them.
"PRODUCTS" means the Back-End Product and the Front-End Product.
"SPECIFICATIONS" means the specifications of the Products as attached hereto as
Schedule "B" and as amended from time to time by the mutual agreement of the
Parties.
1.2 This Agreement shall in all respects be governed by and be construed in
accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein.
1.3 If any one or more of the provisions contained in this Agreement should
be invalid, illegal or unenforceable in any respect in any jurisdiction the
validity, legality and enforceability of such provision or provisions shall not
in any way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
1.4 Wherever the singular or the masculine is used herein the same shall be
deemed to include the plural or the feminine or the body politic or corporate
where the context or the Parties so require.
1.5 The headings to the clauses of this Agreement are inserted for
convenience only and shall not affect the interpretation hereof.
1.6 Unless otherwise stated a reference herein to a numbered or lettered
section or subsection refers to the section or subsection bearing the number or
letter in this Agreement.
1.7 All accounting terms not defined in this Agreement shall have those
meanings generally ascribed to them in accordance with generally accepted
accounting principles, applied consistently.
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1.8 The following schedules form part of this Agreement with respect to the
interpretation thereof:
"A" Completion Schedule
"B" Specifications
2. DEVELOPMENT OF THE PRODUCTS
2.1 Fairwind shall develop the English language version of the Products and
deliver such Products to Omicron in accordance with the Completion Schedule.
2.2 Fairwind warrants that at the date of the Acceptance of the Products by
Omicron the Products will substantially conform to the Specifications. Promptly
after delivery of the Products by Fairwind to Omicron, Omicron will, acting
reasonably, test the Products to determine whether they substantially conform to
the Specifications. If the Products substantially conform to the Specifications,
Omicron will promptly notify Fairwind in writing of its Acceptance of the
Products.
2.3 If the Products fail to substantially conform to the Specifications,
Fairwind will use commercially reasonable efforts to correct any defects or
failures in the Products. Omicron acknowledges and agrees that the foregoing
shall be Fairwind's entire obligation and liability in respect of the breach of
the warranty in section 2.2.
2.4 Except as expressly warranted above, all implied and statutory
warranties and conditions of any kind, including but not limited to, implied
warranties and conditions of merchantability, fitness for a particular purpose
and non-infringement are hereby excluded. Nothing stated in this Agreement will
imply that the operation of the Products will be uninterrupted or error free.
2.5 In no event shall Fairwind or its directors, officers, employees,
agents, suppliers, distributors or licensors (collectively "ITS
REPRESENTATIVES") be liable to Omicron or any third party for any indirect,
incidental, special or consequential damages whatsoever, including but not
limited to lost revenue, lost or damaged data or other commercial or economic
loss, however caused, whether based in contract, tort (including negligence) or
any other theory of liability. The foregoing limitation shall apply even if
Fairwind or Its Representatives know or have been advised of the possibility of
such damage and notwithstanding any failure of essential purpose or any limited
remedy provided for herein. In no event will the aggregate liability of Fairwind
and Its Representatives for any damages or claims arising out of or relating to
this Agreement, whether in contract, tort (including negligence) or otherwise,
exceed the total compensation paid to Fairwind by Omicron under this Agreement.
3. COMPENSATION
3.1 Omicron shall pay to Fairwind the Compensation as follows:
(a) $411,000 Canadian by way of monies; and
(b) $137,000 Canadian by issuance of the Omicron Shares.
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4. PAYMENT OF COMPENSATION
4.1 Omicron shall pay the Compensation to Fairwind as follows:
(a) One hundred and twenty-three thousand three hundred ($123,300) dollars
Canadian representing thirty (30%) percent of the Compensation by way
of cheque within three (3) days of execution of this Agreement by the
Parties and within 30 days after the execution of this Agreement, a
share certificate for 12,050 free trading shares of Omicron together
with an option to acquire 6,025 shares of Omicron at the option price
of US$2.31 per share; and
(b) the balance of the Compensation by a combination of a cheque in the
amount of two hundred and eighty-seven thousand seven hundred $287,700
dollars Canadian together with the certificates representing the free
trading Omicron Shares, on the Closing Date.
If Omicron is unable to deliver free-trading shares of Omicron pursuant to this
Agreement as a result of regulatory hurdles that cannot be overcome by Omicron
through commercially reasonable efforts, Omicron may deliver shares that are
subject to a hold period not greater than one year provided however that Omicron
issues to Fairwind the number of such shares subject to a one year hold period
that would be equal to 120% of the number of free-trading Omicron Shares that
Omicron would have been obligated to issue.
5. DETERMINATION OF NUMBER OF OMICRON SHARES
5.1 The number of Omicron Shares to be issued to Fairwind pursuant to
section 4.1(b) of this Agreement shall be calculated by dividing ninety-five
thousand and nine hundred ($95,900) dollars Canadian by the Conversion Price.
6. FRONT END PRODUCT
6.1 Omicron hereby acquires from Fairwind, and Fairwind hereby grants to
Omicron, the exclusive world-wide rights to use, commercialize and exploit the
Front-End Product, in the Languages, within the Gaming Industry, in object code
format only subject to section 6.2.
6.2 Omicron hereby acquires from Fairwind, and Fairwind hereby grants to
Omicron, and the non-exclusive world-wide rights to use the source code for the
Front-End Product for the purpose of the developing French, Spanish and German
versions of the Front-End Product and supporting and monitoring the Front-End
Product in the Languages. Omicron will at all times treat the source code for
the Front-End Product as Confidential Information pursuant to section 11 of this
Agreement.
6.3 Fairwind reserves all rights not granted herein, including without
limitation, the right to use, commercialize and exploit the Front-End Product in
languages other than the Languages in the Gaming Industry, and in any language
outside of the Gaming Industry, and the right to use, develop, upgrade, enhance,
improve and otherwise modify the Front-End Product in all languages.
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7. BACK-END PRODUCT
7.1 Omicron hereby acquires from Fairwind, and Fairwind hereby grants to
Omicron, the exclusive world-wide rights to use, commercialize and exploit the
Back-End Product, in the Languages, within the Gaming Industry, in object code
format only.
7.2 Fairwind reserves all rights not granted herein, including without
limitation, the right to use, commercialize and exploit the Back-End Product in
languages other than the Languages in the Gaming Industry, and in any language
outside of the Gaming Industry, and the right to use, develop, upgrade, enhance,
improve and otherwise modify the Back-End Product in all languages.
7.3 Omicron acknowledges and agrees that the license of the Back-End
Product does not include a right to receive, have access to, or use of, the
source code for the Back-End Product.
8. SUBLICENSING
8.1 The licenses granted to Omicron under sections 6.1 and 7.1 of this
Agreement shall include the right to grant to third parties sublicenses in
respect of the Products (in object code format only), provided however that
Fairwind shall have first approved the sublicensee and the sublicense agreement,
such approvals not to be unreasonably withheld or delayed. If Fairwind has
failed to respond to a written request for approval of a sublicensee, five
business days after it has been submitted by Omicron to Fairwind, then Fairwind
shall be deemed to have approved such sublicensee.
8.2 Omicron will maintain full, accurate and complete records and books of
account relating to all sublicensing of the Products. Fairwind may on five days'
written notice and during normal business hours inspect such records and books
of account of Omicron and may by itself or through an agent conduct an audit of
such records and books of account.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF FAIRWIND WITH RESPECT TO
THE PRODUCTS
9.1 Fairwind represents and warrants to, and covenants with, Omicron that
with respect to the Products:
(a) that as of the Closing Date Fairwind will solely own the rights to the
intellectual property with respect to the Products free and clear of
all liens, charges and encumbrances whatsoever and that Fairwind will
not have sold, transferred, licensed or assigned any of its rights
including it's intellectual property rights in the Products to any
other person other than pursuant to this Agreement;
(b) that as of the Closing Date to the best of Fairwind's knowledge, the
intellectual property rights of Fairwind with respect to the Products
will not infringe upon any intellectual property rights of any other
Party.
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(c) that Fairwind will not sell, transfer or assign the intellectual
property rights in the Front-End Product nor subject such rights to
any lien, charge or encumbrance in favour of any other person during
the term of this Agreement.
(d) that Fairwind has due and sufficient right and authority to enter into
this Agreement on the terms and conditions herein set forth;
(e) that to Fairwind's knowledge, there is no basis for and there are no
actions, suits, judgments or investigation or proceedings outstanding
or pending threatened against or affecting the Products including the
intellectual property rights with respect to the Products at law or in
equity or before any person including without limiting the generality
of the foregoing, any federal, state, provincial, municipal or other
governmental department, commission, board, bureau or agency;
(f) that to Fairwind's knowledge, the source code and technical
development details with respect to the Products has been kept
confidential and with the exception of the information provided to
Omicron, Fairwind has not revealed to anyone any such confidential
information with respect to Products and Fairwind.
10. INTELLECTUAL PROPERTY PROTECTION
10.1 Fairwind may seek patent protection in respect of any of the Products
and any Improvements as it may consider appropriate. Fairwind will use
commercially reasonable efforts to obtain copyright registrations in respect of
the Products and any Improvements in Canada and the United States provided that
such procedures are not likely to result in a disclosure of Fairwind's
Confidential Information.
10.2 Fairwind will provide to Omicron copies of all relevant correspondence
with patent agents in respect of any patent applications that may be filed in
respect of any of the Products or any Improvements. Fairwind will provide to
Omicron copies of all correspondence relating to copyright registrations for the
Products and any Improvements in Canada and the United States.
10.3 If Fairwind has decided that it will not seek patent protection in
respect of any of the Products or any improvement in any particular
jurisdiction, at Omicron's request, Fairwind will pursue patent protection in
jurisdictions specified by Omicron provided however that Omicron shall be
responsible for all costs and expenses, including all legal and patent agents'
fees, out-of-pocket expenses and governmental filing, maintenance and other
official fees in respect of the requested filings.
11. PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION
11.1 Omicron acknowledges and agrees that all right, title and interest,
including copyright, patent rights and other intellectual property rights, in
and to the Front-End Product, Back-End Product and all Improvements thereto
shall be the exclusive property of Fairwind in which Omicron acquires no
proprietary right other than the rights granted under this Agreement.
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11.2 A Recipient shall maintain Confidential Information confidential and
shall not disclose Confidential Information or authorize its disclosure to any
third person, except as permitted by this Agreement, or with the prior written
consent of the Party from whom the Confidential Information was received.
11.3 The obligations of confidentiality imposed by section 11.2 on a
Recipient in respect of Confidential Information do not apply to disclosures to
securities or gaming regulators, or as required by law, provided that the
disclosure is kept to the minimum extent necessary, the disclosure is made only
under obligations of confidentiality imposed on the recipient and Fairwind is
notified before such disclosure is made.
12. TERM AND TERMINATION
12.1 Unless otherwise terminated in accordance with this section, this
Agreement and the License hereunder will continue in force for an initial term
of three (3) years from the date first above written.
12.2 If at the end of the initial term (or any renewal term as the case may
be) Omicron has during the immediately preceding year has generated for Fairwind
new sublicense fees and/or royalties in the aggregate amount not less than
$100,000, and is not then in default of any material term under this Agreement,
then this Agreement will be automatically renewed for an indefinite number of
additional one year terms.
12.3 In the event that either party hereto:
(a) continues in material default in the performance or observance of any
its obligations under this Agreement for a period of more than thirty
(30) days after written notice has been given specifying the default;
or
(b) becomes insolvent, files or has filed against it an application for
bankruptcy, liquidation or winding up or effects a compromise with its
creditors in general or has a receiver, or a trustee appointed for its
business or property, or seeks to avail itself of the benefit of any
law for the relief of debtors,
then the other party may terminate this Agreement by giving written notice to
the defaulting party, which termination will take effect on the date the notice
of termination is given.
12.4 Upon any termination of this Agreement, Omicron will immediately cease
all use of the Products and any Improvements and Omicron shall promptly return
to Fairwind all copies of the Products within its possession or control, and
where return of such copies are impractical then permanently destroy or delete
such copies.
12.5 On termination of this Agreement, no party has any further obligations
or rights under this Agreement except as they may have accrued as of the date of
termination and except pursuant to sections 11 and 12, together with the
provisions relevant to the interpretation and enforcement of those sections,
which shall survive termination. The termination of this Agreement does not
effect the obligation on any party to pay monies due and owing to the other
party,
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including without limitation, royalties from sublicensees, which obligations
shall continue notwithstanding termination.
13. INFRINGEMENT
13.1 Fairwind shall defend at its own expense all infringement suits that
may be brought against Fairwind on account of the Products and when information
is brought to Fairwind's attention, indicating that others without license are
unlawfully infringing on the rights granted by this Agreement, Fairwind will
have the first right to prosecute diligently any infringer at its own expense,
failing which Omicron may pursue such infringer at its own expense.
13.2 If Fairwind finds it desirable in any suit which Fairwind may
institute, Fairwind may join Omicron as plaintiff. In such event Omicron shall
not be chargeable for any costs or expenses. In connection with lawsuits
commenced by Fairwind, Omicron shall execute all papers necessary or desirable
and Omicron shall testify in any suit whenever requested to do so by Fairwind,
all however, at the sole expense of Fairwind.
14. MAINTENANCE AND IMPROVEMENTS OF PRODUCTS
14.1 Fairwind shall at its own cost and expense provide the necessary
technical assistance and support during the term of this Agreement to:
(a) train two (2) employees of Omicron with respect to the use and
operation of the Products; and
(b) repair promptly any defects in the Products in a timely manner.
14.2 Fairwind will develop Improvements as requested by Omicron and accepted
by Fairwind provided that Omicron shall be responsible to pay for all such
development and modification services at Fairwind's time and materials rates
then in effect and to reimburse Fairwind's reasonable out-of-pocket expenses
incurred in performing such development and modification services. All right,
title and interest, including copyright and other intellectual property rights,
in any such Improvements shall be the exclusive property of Fairwind in which
Omicron will acquire no rights except the rights to use pursuant to sections 6.1
and 6.2 in the case of developments and modifications to the Front-End Product
and Section 7.1 in the case of developments and modifications to the Back-End
Product.
15. DOCUMENTS TO BE DELIVERED BY FAIRWIND TO OMICRON ON
THE CLOSING DATE
15.1 On the Closing Date, Fairwind shall deliver to Omicron the following:
(a) Certificate of an Officer of Fairwind indicating that the
representations and warranties as set forth in this Agreement with
respect to the Products are true and correct as at the Closing Date;
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(b) the source code with respect to the Front-End Product for the use by
Omicron subject to the terms of this Agreement;
(c) copies of relevant correspondence with respect to patent protection
for the Products and copies of any copyright registrations.
16. DOCUMENTS TO BE DELIVERED BY OMICRON ON THE CLOSING
DATE
16.1 On the Closing Date, Omicron shall deliver to Fairwind the following:
(a) the cheque for $287,700 Canadian as specified in section 4.1 of this
Agreement and, within 30 days of the Closing Date, the share
certificate for the Omicron Shares as provided in section 4.1(b) of
this Agreement.
17. CLOSING
17.1 The Closing shall occur at the office of Omicron or its solicitor on
the Closing Date or at times and places as agreed upon mutually by the Parties.
18. GENERAL PROVISIONS
18.1 TIME. Time shall be of the essence of this Agreement.
18.2 NOTICES. All notices must be in writing and be delivered by hand or by
courier or by fax transmission to the addresses and fax numbers on the first
page of this Agreement. Addresses and fax number for notices may be changed by
subsequent notice. Notices delivered by hand or by courier are given when
received. Notices delivered by fax transmission are given on the business day
immediately following the date of transmission.
18.3 ENTIRE AGREEMENT. This Agreement supersedes and replaces any and all
previous agreements between the Parties with respect to the Products.
18.4 PARTIES IN INTEREST. This Agreement and all grants, covenants,
agreements, provisos, rights, benefits, remedies and liabilities herein
contained shall be read and held as made by and with and granted to and imposed
upon the respective Parties hereto, and their respective, successors and
assigns, as if the words "successors and assigns" had been inscribed in all
necessary places.
18.5 FURTHER ASSURANCES. The Parties hereto shall with reasonable diligence
do all such things and provide all such reasonable assurances as may be required
to consummate the transactions contemplated hereby, and each Party hereto shall
provide such further documents or instruments required by the other Party as may
be reasonable necessary or desirable to effect the purpose of this Agreement and
carry out its provisions whether before or after the Closing Date.
18.6 ASSIGNABILITY. This Agreement may only be assigned by the Party with
the consent of the other Party in writing. For a period three years immediately
following the reference date of
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this Agreement as set forth on page one, a change in the controlling ownership
of Fairwind shall require the consent of Omicron, such consent not to be
unreasonably withheld or delayed.
18.7 RELATIONSHIP OF THE PARTIES. The parties hereto are independent
contractors. Neither party has any express or implied right or authority to
assume or create any obligations on behalf of the other or to bind the other to
any contract, agreement or undertaking with any third pay.
18.8 ARBITRATION. In the event that the Parties are in dispute regarding any
matter pursuant to this Agreement, then, failing agreement between the Parties,
the disputed matter other than disputes affecting the intellectual property
rights of either Party, shall be decided by a single arbitrator, appointed
pursuant to the provisions of the Commercial Arbitration Act, (British Columbia)
whose decision shall be final and whose expense shall be borne equally by the
Parties.
IN WITNESS WHEREOF the Parties hereto have hereunto affixed their hands and
seals on the day and year first above written
OMICRON TECHNOLOGIES INC.
by its authorized signatory(ies)
/s/ SAK ▇▇▇▇▇▇ 17 SEPT 1999
------------------------------------------
Name: Sak ▇▇▇▇▇▇, CFO.
------------------------------------------
Name:
FAIRWIND TECHNOLOGIES INC.
by its authorized signatory(ies)
/s/ DU ▇▇▇▇ ▇▇▇ 17 SEP 1999
------------------------------------------
Name: Du ▇▇▇▇ ▇▇▇ (▇▇▇▇▇▇ ▇▇▇), C.E.O
/s/ YANG HWUI ▇▇▇ 12 SEP 1999
------------------------------------------
Name: Yang Hwui ▇▇▇ (▇▇▇▇▇), Director
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SCHEDULE "A"
COMPLETION SCHEDULE
See Section 7 - "Time & Delivery Requirements" in the Software Requirement
Specification attached as Schedule "B".
▇-▇
▇▇
▇▇▇▇▇▇▇▇ "▇"
SPECIFICATIONS
Please see attached Software Requirement Specification.
B-1
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SOFTWARE REQUIREMENT SPECIFICATION
- VER.1.0 -
OMICRON TECHNOLOGIES INC. &
FAIRWIND TECHNOLOGIES LTD.
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Project Name Lucky Town
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AUTHORS Omicron: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fairwind: ▇▇▇▇▇▇ ▇▇▇
ASSIGNED TO Omicron: ▇▇▇▇▇▇ ▇▇▇ Fairwind: ▇▇▇▇▇ ▇▇▇
DATE 16/09/99
VERSION 1.0
VERSION CONTROL ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SUBMITTED TO Fairwind Technologies Ltd.
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1. INTRODUCTION
1-1 PURPOSE OF SRS
This document was made to achieve the purposes of:
1-1-1 Providing the blue print of service and software
1-1-2 Providing the requirements guide line to test the product and
service which are delivered by Fairwind Technologies Ltd.
1-1-3 To achieve the time goal, providing the development directions
1-2 SCOPE OF SRS
This SRS has a role to initiate the development of target service
and products which are described in this document and to provide
acceptance level when the products are delivered and tested by
Omicron.
So, This SRS has a role to provide:
1-2-1 The development directions which are defined by the result of
discussion made between Omicron and Fairwind Technologies Ltd.
1-2-2 The architecture and requirements which is decided by the
result of discussion of both parties
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1-3 Business Context
[FLOW CHART]
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2. General Description
2-1 Service & Company Mission
The mission is to become the leader in the delivery of high quality
graphics casino gaming on the Internet. We will achieve this by;
- the use of leading edge technology
- close understanding market trends
- innovative graphics and design
- a good understanding of the Internet Industry.
We will lead the way in offering a real-time and interactive gaming
experience on the Internet.
- The interactivity that we deliver will ultimately provide a new
level of customer satisfaction and competitive edges.
2-2 User analysis
2-2-1 Target User
-Affluent Internet users, predominantly male, middle class with
disposable incomes for entertainment. We will develop each
casinos based on specific language, ethnic and cultural
preferences.
2-2-2 User's Objective
-We will differentiate ourselves from the competition by providing
greater entertainment value and interactivity along with improved
trust and security.
-We ill position ourselves to take advantage of the opportunities
that E-Commerce, the growth of the Internet and Internet Gaming
is providing.
-Ultimately, we aim to strategically position ourselves to become
the premier supplier of gaming software and portal service with
Fairwind Technologies in the world
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3. Service Description
3-1 Service Name & Domain
-Provisionally this software and service is called "Lucky Town"
-Service Name and trade marks for Software packages will be defined
by Fairwind Technologies in near future.
-Domain Name and addresses will be defined and prepared by Omicron by
the time the system will be set up to test.
-Service Language will be provided in English
3-2 Service Concept
LUCKY TOWN IS THE PREMIER, RELIABLE INTERNET GAMING COMMUNITY
3-3 Products Descriptions
3-3-1 Lucky Town Full Version
A. System Architecture
User Front End Back End
Win 95,98 Web Pages Account Module
on IE 4.0
Game Server Corn Infra Module
Sun Solaris Admin Module
Windows NT
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B. WEB PAGE ARCHITECTURE
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C. FULL VERSION ARCHITECTURE
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C. Game software Descriptions
C-1 Single Player Game with Server
Single play game can be downloaded each by each in website and play
with server without Client software.
-Video Poker: (5 Kinds of Graphical Interface)
-Slot Machine: (10 Kinds of Graphical Interface)
-▇▇▇▇▇ ▇▇▇▇: (1 Graphical Interface)
-Roulette: (1 Graphical Interface)
-Craps
-Video Poker (1 Graphical Interface with Shockwave)
-Slot Machine (1 Graphical Interface with Shockwave)
C-2 Multi User Game with Server
-Visual chatting with another users
-Server act as dealer.
-▇▇▇▇▇ ▇▇▇▇ (the same graphical interface with single player game)
-Roulette (the same graphical interface with Single player game)
C-3 Multi Player Games
-Visual chatting with each other
-One of the players participating in a game act as dealer.
-Poker (Seven Card)
-Roulette (The same graphical Interface with multi user)
-Baccarat
-▇▇▇▇▇ ▇▇▇▇ (The same graphical Interface with multi user)
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3-3-2 Lucky Town Light Version
-This is just for sub licensing usage.
-No Avatar with visual chatting
-No Communication Infra system (Visual Chatting, messenger etc)
-No web pages
-The requirements for server to play in single mode are the same with
service version
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-Each web pages will be built by each sub licensee
3-4 Function Requirements
3-4-1 Client and Game Software Distribution
A. Downloading Game software
-Full Version
-Light Version (Client only)
-Each game can be added separately
B. CD-ROM Distribution
-One-click setup and connection support
-Package Design is made by Omicron
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o Postal Code/Zip code
o State/Provice
o Country (Pull down list of country)
o If your country is not listed, enter it here
o Preferred Language (Pull down List)
o If your preferred Language is not listed, enter it here
o E-mail address (required)
o Your Date of Birth (dd/mm/yy)
o Area code and Home phone Number
o Area code and Work phone Number
o Are you of legal Age of Majority? (yes or no)
o Please specify how you found us? (For example if it was a search
website, such as Yahoo, then type in its name. If it was an
advertisement, then where you saw the ad)
o How many virtual casinos have you visited, downloaded and played for
fun in? (Pull down options None,1,2,3,4,5,6,7,8,9,10.10+)
o How many virtual casinos have you visited, downloaded and played for
real in? (Pull down options None,1,2,3,4,5,6,7,8,9,10.10+)
o Any special requests, comments or questions you may have can be
entered here!
o Please contact me with information on licensing LuckyTown software
(Check box)
o If you chose to Play for real, the gaming adventure is even better -
the winnings you accumulate are yours to keep!
Would you like to:
o PLAY FOR REAL
o Play for Fun
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Submit and Start playing(button) & Clear(button) at the bottom of page
Disclaimer: LuckyTown Online Casino reserves the right to close accounts
at any time including when registration information is discovered to be
incorrect or misleading. Lucky town Casino is restricted to individuals of legal
age only. Minors cannot play. CLICK HERE TO VIEW OUR TERMS AND CONDITIONS.
3-4-3 Service Operations
A. Fee Structure
-Membership Fee: one time fee and give member default chips
-Buying chip fee: When the member buying chip, server collects a
certain amount of chips from total buying chips
-Drawback fee: When the member drawback cash from service, server
collects a certain amount of chips remained the minimum chips for
gaming , which is disclaimed.
-Gaming Fee: For multi-player games, when each game is over, winner
pay the game fee. And Game fee is variable depending on the times
of bet and amount of bet on each game. This is supported by options
for player and dealer decides the options.
B. Server Operation
-Service is opened on a certain time and closed on a certain time
(recession time is 10-30 minutes)
-This does not means of Power off of server.
-This rule is give much merits for server maintenance and service
operations
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C. Buying Chip Process
-Buying Chip service is located on the web page (not Client
software)
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-Drawback service is located on webpages
-When User request drawback, this is sent to the operator
-The CHIP AMOUNT OF USERS ARE REDUCED WHEN THE SERVICE IS CLOSED.
-On GAMING, User CANNOT REQUEST DRAWBACK.
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- Chip Configurations
To response to the market easily, we need to set the range of fees,
so company can modify the fee structure as it wishes at any time.
o Buying chip fee
o Drawback fee
o gaming fee
5.Graphical Requirements
5-1 Design Concept
-Representing American taste
-Bright, Clean and modern style
-Adult oriented characters and expressions
-Benchmarking other casinos in design features
5-2 Client Software Design Requirements
▇-▇-▇ ▇▇▇▇▇▇
-Avatars are 10 Kinds of Characters
-Each Characters express their emotion on 6 ways (Normal, Angry,
happy, unhappy, absurd, stunned)
-Size: 96*25
-Color: (-RGB Color, -16M Color, -8Bits/ Channel)
-File size: 36 Kbyte/avatar
-Background of Avatar is treated transparently with RGB
(255,255,255)
5-2-2 Chatting Room
-Chatting Room Background: 1 kind
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- Size: 590*287 (bottom 17 is used for Id Bar)
- Color: 16M Color
5-2-3 Waiting Room
- Waiting Room Background: 1 Kind
- Size: 590*469
- Color: 256 Color
5-2-4 Metaphor for Chatting Room
- Each waiting room has 20 Chatting room's metaphor
- Size and color is variable
5-2-5 Icons within Chatting room
- Game Icons
- Size 32*32
- Color: 256 Color
5-2-6 Icons for Emotional expression
- 6 Kinds
- Size: 32*32
- Color: 16 Color
5-2-7 Etc
- Pager Icons
- Chat bubbles
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▇-▇-▇ ▇▇▇▇▇▇ of Client window
[LAYOUT OF CLIENT WINDOW]
5-3 Game Software
Game graphics are benchmarked other casino software but the main factors which
should be focused are below;
-Game table color
-Card patterns
-Slot machine exterior graphics
-Pattern and color of the background
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5-4 Review Process of Design
-We will hold review process 3 times before finalizing the
development process
6. Administration Requirements
6-1 Operation and Management Tools
-Remote Server Management Tools
-Auto server recovery (Hardware supporting)
-Password Management Tools
-DBMS will be provide by Omicron (MS-SQL is recommended)
6-2 Report Generator
6-2 Monitoring tools for Sub Licensee
-We have to check the status of Sub Licensee's Revenue in remote
daily or monthly basis, so for Light Version's server requires the
functions to check the sales volume of Sub-licensee's.
-Remote reporting tools for the checks of sales volume of Sub-
licensee
7. Time & Delivery Requirements
7-1 Progress Reporting
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3-4-2 Subscription & User information
-Disclaimer is attached by Omicron
3-4-2-1 Open account
1 step : Filling the application form : user defines his own user
id, and password will then be issued and sent to his E-mail box
2 step : Download and install the software on user's computer
3 step : Make a payment to your account.
3-4-2-2 : Free User & Real User
-User have an option to subscribe as free or real
-Free or real has their own account, but free user does not
subscribe as a real user after 15 days, free user's account is
automatically deleted.
3-4-2-3 : Account Application Form
Please fill in all the fields below and then press the submit button
You will then receive Your unique password via E-mail ! All fields
below must be filled in correctly to register successfully
Note: If you already have a username and password and need to
download the software again click here.
o First Name
o Last Name
o Mailing Address
o City
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-BIWEEKLY VIA E-MAIL
7-2 GRAPHIC REVIEW SESSION
-1st : AROUND 20TH OF SEPTEMBER (SAMPLE FEATURES TO DECIDE THE
DIRECTIONS OF GRAPHICS)
-2nd : AROUND 15TH OF OCTOBER (TO DECIDE THE SPECIFIC DESIGN
FEATURES TO BE CORRECTED)
-3rd : AROUND 25TH OF OCTOBER (TO FINALIZE THE DESIGN FEATURES)
7-4 TIME LINE
-LUCKY TOWN full VERSION OPEN (BETA) : 1 ST NOVEMBER 1999
* DUE TO THE DELAY of CONTRACT AND REQUIREMENT SPECIFICATIONS,
* WE WILL OPEN WEB PAGES ON 1ST of NOVEMBER AND GAME BETA MAY BE
DELAYED 1 OR 2 WEEKS.
-TEST AND APPROVAL PERIOD: FROM 1ST NOVEMBER 1999 TO 15TH
NOVEMBER
-SINGLE GAME ENGINE UPGRADE: 15TH DECEMBER 1999