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EXHIBIT 10.7
CASINO DATA SYSTEMS PROLIFIC PUBLISHING, INC.
LETTER OF INTENT
MULTIMEDIA GAMING SYSTEM
NOVEMBER 22, 1996
This agreement is entered into by and between CASINO DATA SYSTEMS, a Nevada
Corporation. and PROLIFIC PUBLISHING, INC., a California Corporation, for the
development of a Multimedia Gaming System and is effective as of the date set
forth above.
1. OBJECTIVE
CDS and Prolific shall jointly create and exploit a Multimedia Gaming
System for use in Casinos. This project involves providing three
distinct products: (1) a multimedia gaming device for game deployment
("Hardware"), (2) the content which includes the program code and the
related game concept, game play, art and sound ("Software"), and (3)
certain content production software tools ("Development Tools"). The
combined objective of CDS and Prolific is to develop a multimedia gaming
system that is profitable for casinos to operate.
2. DESCRIPTION OF THE MULTIMEDIA GAMING SYSTEM
A. HARDWARE.
The multi-media slot machine is a primary gaming device. By this it is
meant that the device is capable of accepting wagers, conducting a
pseudo-random game, determining the game outcome, displaying the game
outcome, and awarding an appropriate prize in money or credits.
The game device must be reliable and secure. All transactions
appurtenant to the game must be verifiable and auditable at the device.
It should be able to perform a wide range of self-diagnostics and keep a
maintenance log.
These devices should be able to operate stand-alone or in group play
either within a casino or as a part of a statewide linked system. The
linked capability should enable the bank of devices to leverage their
strength in communications, graphics and signage. This "linking" of
stand-alone devices is referred to as the "Networking Capability."
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i. BLACK BOX
The multi-media slot machines are comprised of a game
assembly, game peripherals (mostly money handling), and game
electronics which are segregated into a game control
processor (Black Box) and a multi-media processor with
associated peripherals (White Box). This two processor
design is meant to provide secure game operations on a
verifiable platform while providing high-quality animation
and sound.
The Black Box is responsible for accepting wagers,
determining the outcome of a game, awarding jackpots,
dispensing money, security, accounting, and communications.
The Black Box is also responsible for monitoring the user
input devices (slot machine handle, buttons on the control
panel, and the other user inputs). The Black Box will be
contained in a locked enclosure and, to the extent possible,
optically isolated from the rest of the world.
ii. WHITE BOX
The White Box contains the multi-media processor board,
graphics board, CD quality stereophonic sound card, and
high-capacity storage media (magnetic hard disk or CD-ROM).
The CPU may execute from either RAM or EPROM.
Preliminary specifications for the White Box include a
minimum 60hz video refresh rate, 2D and/or 3D graphics in
hardware, 600 MB minimum program and data storage, 64MB
system memory, at least one implementation utilizing
unalterable storage media exclusively, and at least a 17"
high resolution monitor.
B. SOFTWARE.
Game content should take advantage of the multi-media device's
high-quality animation and sound capabilities. The game plots
should include both traditional games with enhanced game features
and new games born from the creativity and imagination of the
parties. Most important, the parties must attempt to create games
that are captivating and fun for the players and profitable for the
casino operators. The games must be produced in a manner that will
comply with all applicable regulatory rules, and/or enable or
assist the Hardware in achieving compliance.
The Project will require the development of 10 Software titles. A
minimum of four such titles must consist of unique game play and
game plots (e.g., Poker as
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opposed to Blackjack) referred to in this document as "Foundational
Games." The remaining titles may be variations in theme or content
of the Foundational Games.
The games will be developed in three stages. The first stage will
include the development of three separate Foundational Games, based
upon well accepted gaming concepts and established games, enhanced
by the animation, sound and high quality art available through
multimedia ("First Iteration"). The second stage will include the
remainder of the titles, which will explore more diverse material,
new concepts and the application of multimedia to gaming ("Second
Iteration"). The third stage will include the addition of
Networking Capability to appropriate titles.
3. PROLIFIC'S OBLIGATIONS
Prolific shall design the White Box from off-the-shelf components of
various manufacturers. Prolific shall create a working prototype of the
White Box.
Prolific shall create an API for the White Box.
Prolific shall design, create and develop 10 Software titles, as
described in this document, and deliver them in final, market ready
condition, compatible with the White Box, to CDS.
4. CDS' OBLIGATIONS
CDS development responsibilities include providing the cabinetry, slot
peripherals and the Black Box. Additionally, CDS will provide
manufacturing of Hardware (both White Box and Black Box) and Software,
marketing, sales, service, support and advice to assist Prolific in
applying for and compliance with license process, gaming licenses for CDS
and Prolific, regulatory submittals and approvals, and capital.
5. DEVELOPMENT SCHEDULE
A. PRELIMINARY DEVELOPMENT
CDS shall deliver to Prolific, no later than November 30, 1996,
complete concepts for the three titles included in the First
Iteration. CDS shall deliver a working and complete Black Box to
Prolific immediately, and shall deliver a total of at least 20
Black Boxes in due course. The parties shall agree to final
specifications for the White Box no later than December 1, 1996.
By December 15, 1996, CDS will deliver to Prolific a mutually
acceptable design guide for the first three titles to be developed,
which guide will be a written description of the game play
expected, and an overview of the art of the games.
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Prolific shall deliver a prototype of the White Box to CDS no later
than December 30, 1996, which prototype will also include
specifications, cs, and a complete bill of materials. All
White Box components must be second sourced. "Second Sourced" in
the context of this agreement means that as of December 30, 1996,
the item or part was available from at least two suppliers (as
opposed to manufacturers), but that there exists at least one
substitute part for the specified part, which is readily available
and can be used in the white box with no material loss of
functionality. The prototype need not have any regulatory
approvals by December 30, 1996.
By February 1, 1997, Prolific will deliver to CDS for review and
approval, an alpha version of each of the first three titles.
B. FIRST STAGE
Prolific shall deliver "demo" versions of the First Iteration
Software titles to CDS by no later than March 15, 1997. A "Demo"
version of a Software title consists of a functioning and
operational program sufficient to prove technical and artistic
concepts, display the program's "look and feel" and provide a
rendition of the program that showcases a pleasing "preview" of the
game. A "demo" need not contain all functionality or artwork, and
may be crippled in some way to provide security.
In the event that Prolific fails to deliver, by March 15, 1997,
preliminary versions of the first three titles which have at least
the attributes and state of completeness as the partial demo titles
displayed by Silicon Gaming at a show in Las Vegas in October,
1996, then CDS may elect to terminate this agreement in its
entirety. As to any other milestones or deadlines Prolific shall
be allowed at least a 30 day cure.
C. SECOND STAGE
Prolific shall deliver final versions of all the titles of First
Iteration Software and Second Iteration Software (without
Networking Capability) to CDS by no later than September 15, 1997.
It is anticipated that some titles will be completed prior to
September 15, 1997, and those will be promptly delivered to CDS.
D. THIRD STAGE
Prolific shall deliver final versions of all the titles of the
First Iteration Software and the Second Iteration Software,
complete with Networking Capabilities, to CDS by no later than
March 15, 1998.
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E. TERMS
As used in this agreement, the following definitions shall apply:
i. ALPHA.
A milestone which occurs when proof of concept of all major
functions has been achieved, so that the key technology, including
inter-operability of functions, can be demonstrated in real time.
The "alpha" milestone also requires that the "look" and "feel" of
the game be demonstrated, albeit in a crude and incomplete way.
This milestone does not require that all or even most of the
features of the end program be installed, nor does it require that
art work, sound effects, music, opening sequences or any other
content related items be complete. Nor does this milestone require
that any function or feature be bug free. In terms of a video
game, key features that must be present and operating include all
display functions, sound functions, motion functions, collision
detection, basic interface operability and network or modem
capabilities.
ii. BETA.
A milestone that occurs when the majority of functions and features
are present and operating, but prior to the commencement of any
significant debugging. It does not require that all content
related matter be complete, or that any material to be supplied by
Publisher be included, but does require that a significant amount
of the artwork, including all artwork related to functionality, be
complete.
iii. "BUG" OR "MATERIAL DEFECT."
(A) any error in coding or logic that causes the Software to
malfunction, or to produce incorrect results, which malfunction or
incorrect results are recurring and which malfunction or incorrect
results causes either (i) the Software to cease to function, (ii)
the output to become severely distorted or to develop annoying
effects that interfere with gameplay, (iii) the Software to respond
incorrectly to controls in a manner that interferes with gameplay,
(iv) the Software to depart from the intended sequence of gameplay
in a manner that interrupts or curtails gameplay, (v) objects in
the game to fail to perform other than as intended in a manner that
substantially and adversely affects gameplay, (vi) output that is
inappropriate for the given input and which substantially and
adversely affects gameplay, (vii) any material failure to properly
interface with any related operating system software or related
hardware designs, or (viii) any material inability to perform
repeatedly and without interruption; (B) any misspelled or
incorrect text; (C) any hidden objects or displays that are
offensive to a significant portion of the public, are insulting or
demeaning to any racial, ethnic or religious group, particular sex
or persons of a particular sexual persuasion in a manner that
is direct
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and gratuitous and is something other than a possible and
somewhat vague interpretation; or (D) any hidden object or displays
that have a substantial possibility of adversely affecting the
name, reputation or goodwill of the CDS; (E) any process or
function that materially violates any binding rule promulgated by
the licensor of a console-based operating system which rule
Prolific has been notified of within one (1) month of execution of
this Agreement, or, if not so notified, which rule would not
require more than two full programming days to correct. "Bugs" or
"Material Defects" must be reproducible, the exact conditions under
which they occur must be described, and the equipment on which they
occur must be available for inspection by Prolific during normal
business hours.
6. ARTISTIC CONTROL
Prolific will use its creativity and vision in developing the Software.
However, the parties acknowledge that Prolific has no experience in the
gaming industry (as opposed to the consumer software games industry), and
so CDS will play an integral role in developing concepts, and CDS will
advise Prolific concerning the needs and requirements of the gaming
industry throughout the development process. CDS shall have final
approval of all game concepts to be exercised reasonably, fairly, and
through the application of good business judgment, based upon an
assessment of the needs of the casino gaming industry, but in light of
existing and available technology.
7. PAYMENT
DEVELOPMENT FEE
CDS will pay to Prolific a "Development Fee" of Five Million, Six
Hundred Twenty-five Thousand Dollars ($5,625,000) for development
of the Software and White Box. An initial fee of Three Hundred
Forty-Five Thousand Dollars ($345,000) will be paid within
forty-eight hours of the execution of this agreement. The
remainder of the Development Fee shall be paid in monthly
increments, commencing on December 1, 1996, in the amounts in
accordance with the schedule set forth as Exhibit "A". Although
the Development Fee shall be paid in monthly increments, the
increments do not reflect the work produced, and the Development
Fee shall not be divisible. Should Prolific complete its
obligations prior to the established schedule it shall be entitled
to collect the entire Development Fee upon completion.
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B. ROYALTIES
i. TITLES WITHOUT ROYALTY
The first three game titles delivered pursuant to this Agreement
shall be royalty free and CDS may use, publish and distribute such
titles without further financial obligation to Prolific.
ii. FIXED ROYALTIES
Initially, CDS shall pay to Prolific a royalty of Two Hundred
Thirty Dollars ($230.00) for each copy of a title published an/or
distributed singly by CDS for use in a gaming device, or a fee of
Sixty Dollars ($60.00) for each copy of a title published and/or
distributed by CDS, together with other titles for use in a gaming
device. The total royalty for a gaming device with multiple titles
shall not exceed Three Hundred Dollars ($300.00).
iii. PERCENTAGE ROYALTY - SALES OF GAMES
In a jurisdiction in which Prolific is granted the appropriate
license or approval, or if no license or approval is otherwise
required, Prolific will then receive in lieu of the Fixed Royalty,
a royalty of Twenty Percent (20%) of Gross Profit [Gross Profit is
defined as (Sales Price of Gaming Device x .89) minus Cost of
Assembled Goods] for each copy of a title published by CDS for use
in a gaming device, or Five Percent (5%) of Gross Profit for each
copy of a title published by CDS together with other titles for use
in a gaming device, but the total royalty paid for a gaming device
with multiple titles shall not exceed Twenty Percent (20%) of Gross
Profit. "Cost of Assembled Goods" for the purpose of this
paragraph shall include only the cost of labor and materials. The
meaning of "Titles" shall include derivative works of such Titles.
iv. PERCENTAGE ROYALTY - LINKED GAMES
In a jurisdiction in which Prolific is granted the appropriate
license or approval Prolific will then receive a royalty of Twenty
Percent (20%) of Gross Profit [Gross Profit is defined as (Total
Revenue of Linked System of Gaming Device x .89 minus (Cost of
Assembled Goods Plus Linked System Operation Cost)].
v. ROYALTY TO CDS
Should Prolific make any sale, lease or other use of the Software
as permitted by this Agreement, then CDS shall receive royalties in
an amount equal to 20 percent of the gross revenue received by
Prolific for any and all exploitation of the
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Software produced pursuant to this agreement, or any derivative
works based thereon.
vii. PAYMENT OF ROYALTIES
Each party shall deliver to the other party quarterly royalty
statements not more than sixty days after the end of any calendar
quarter in which such royalties are earned. The quarterly royalty
statements shall report transactions and activity in detail. The
total royalty earned by any party in the relevant reporting period,
the amount of the Development Fee remaining to be recouped, if any,
by Prolific, and the total amount then owing to the receiving
party, if any, shall also be stated in such report.
Payment in full of amounts owing to any party are due and owing and
shall be paid at the same time as any such quarterly reports are
due.
C. TIMELY PAYMENTS
All payments shall be made in U.S. currency and delivered to the
party at the address set forth below by an established overnight
delivery service or better. Time is of the essence with regard to
any and all payments due and owing. Any payments made later than
fifteen days after they are due shall bear interest at the rate of
10% per annum or the highest rate of interest allowable by law,
whichever is less.
8. OWNERSHIP AND USE
A. PRIOR TO PAYMENT OF DEVELOPMENT FEE
Prior to full payment of the Development Fee, all Software,
including but not limited to the games, the API and the multimedia
game engine, and the Development Tools, shall be owned by Prolific.
All other materials, including but not limited to all Hardware,
shall be owned by CDS.
B. UPON PAYMENT OF DEVELOPMENT FEE
Upon full payment of the Development Fee, title to the game
concepts, game content and various elements of the code shall be
owned as follows:
i. full title to all game concepts, game content, and the API
shall pass to CDS. Full title to any Development Tools
created exclusively for use in the Casino Gaming Industry and
any Multimedia Game Engine created exclusively for use in the
Casino Gaming Industry shall pass to CDS;
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ii. Prolific shall retain title to any elements of code, such as
routines, objects, Multimedia Game Engines, Development
Tools, or other portions or elements of code, that are used
by Prolific for the development of software generally, but
CDS shall be granted an irrevocable, non-exclusive,
non-transferable license to use any elements of code
contained in the Software, which elements are to be used
jointly, but which Software and or elements can only be used
by CDS in the Casino Gaming Industry;
iii. Prolific will be granted an irrevocable, non-exclusive,
license, exclusive of all other third party manufacturers,
developers and/or publishers, to exploit the Software or
other property transferred to CDS, including but not limited
to game concepts, content, elements of code, the API,
Development Tools and any Multimedia Game Engine as follows:
(1) in any application not within the casino gaming
industry, all rights of exploitation, including but not
limited to the right to manufacture, sell, market,
copy, and distribute the Software, and the right to
alter, change or otherwise make derivative works based
on the Software;
(2) in any application within the Casino Gaming Industry,
all rights necessary to create additional products,
including any derivative works. The use of such
additional products shall be limited to publication by
CDS, which limitation shall apply as long as CDS is
willing to and does in fact publish such works pursuant
to the terms of this Agreement.
iv. All other materials, including but not limited to all
Hardware, shall be owned by CDS,
v. It is the intent of the parties that CDS shall have all
rights needed for it to support the Software, and develop,
produce and distribute additional game titles in the Casino
Gaming Industry, but not allow any other party to develop
software using the Software produced by Prolific (unless
Prolific has ceased to develop software). It is the intent
of the parties that as a result of transfer of ownership of
the Software to CDS, Prolific will not be harmed in
developing additional software for CDS in the Casino Gaming
Industry or any software outside the Casino Gaming Industry.
Therefore, the parties agree that as to any software or
element or part thereof included in the Software developed
pursuant to this Agreement or used to create the Software
developed pursuant to this Agreement, any party not having
ownership of such software shall have, at a minimum, an
irrevocable, non-exclusive, non-transferable license to
exploit such software or element thereof.
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C. USE OF SOFTWARE
CDS may use the Software to develop any gaming title that Prolific,
after first review, is unable or unwilling to develop to the
specifications of CDS and therefore Prolific shall have a right of
first look to develop any gaming title contemplated by CDS using
the Software. For so long as Prolific is not in breach of this
Agreement, but in no event for a period in excess of five (5) years
after payment of the Development Fee, CDS will offer to Prolific a
right of first refusal to publish and distribute any non-gaming CDS
title or concept which utilizes the Software with an appropriate
royalty to CDS. If Prolific neither publishes nor distributes an
offered non-gaming title, CDS may utilize other parties for
publication and distribution, without royalty, payment or
consideration to CDS.
Prolific shall have the right to develop gaming titles utilizing
the Software, but such titles may only be published and distributed
with the sole consent of CDS, which consent may be withheld for any
reason. There are no restrictions on Prolific's use of the
Software for non-gaming titles.
9. REPRESENTATIONS BY PROLIFIC
Prolific makes representations and warranties customary in software
development agreements, including but not limited to the following: (i)
Prolific is financially sound and technically capable of performing its
obligations; (ii) the Software will not infringe upon any copyright,
trademark, patent right, trade secret or other proprietary right of any
third party; (iii) the performance of Prolific's obligations will not
breach any other contract by which Prolific is bound; and (iv) Prolific
has the right to fulfill its obligations hereunder. Prolific further
warrants and represents that the quality of the titles delivered, whether
in alpha, beta, demo or final, shall meet or exceed the state of the art
in comparable video gaming devices then available in the marketplace
(except where specified otherwise), and Prolific agrees that at the time
of the execution of this agreement that the state of the art in the
industry is represented in the products developed and provided by Silicon
Gaming (except where specified otherwise).
10. DESIGNATION OF PARTICIPANTS
Prolific shall designate the employees working on the project, and
deliver a written statement to CDS containing such designation not later
than January 15, 1997.
11. REPRESENTATIONS BY CDS
CDS will make a diligent, good faith effort to market the Hardware and
Software. CDS makes no representations or warranty, however, that any
product will be successfully marketed or that any minimum level of sales
or licensing will be achieved.
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12. CONTINUED RELATIONSHIP
A. The parties agree that it is reasonable, prudent and a business
necessity that this Agreement shall have certain continuing obligations
which will require an ongoing relationship between the parties, and
pursuant to a right of first review or refusal, the opportunity for
additional titles for development, publication, manufacture and
distribution.
B. For a period of five (5) years commencing in 1998, CDS agrees it
will provide to Prolific at least seven (7) new game/title concepts per
calendar year for review, and will advance to Prolific fees (in an amount
equal to the projected costs of the project plus fifty percent) for the
development of at least three (3) titles per year (selected by Prolific
from the seven concepts advanced by CDS).
C. CDS may develop internally or acquire from a third party, a game
concept or developed title, but will offer to Prolific the right to
develop or publish the title, pursuant to this Agreement. All reasonable
costs or expenses, including royalties, paid or expended for a third
party product shall be included as part of the cost of assembled goods
sold.
D. For a period of five (5) years commencing in 1998, Prolific agrees
it will offer to CDS at least two (2) developed titles in each calendar
year beginning 1998, for which Prolific shall bear the development costs.
These titles would be in addition to those set forth in Paragraph 12(B).
Prolific will have the option of developing at least one (1) additional
Casino Gaming title at the expense of Prolific, which CDS agrees to
manufacture, publish, market, distribute and sell.
E. The royalty paid to Prolific for any additional Software produced
for CDS, which work is commenced prior to January 1, 2003, (other than
the seven (7) games of the Second Iteration called out in this Agreement)
shall be that set forth in this Agreement for all Software after the
first three games of the First Iteration.
F. CDS will not be restricted in its ability to develop internally or
through third parties, alternate game platforms or white boxes, which
will not utilize the White Box or the Software. Should CDS develop an
alternate game platform or white box internally, CDS will grant Prolific
the necessary rights to develop Software for such platform, for a period
of five years commencing in 1997, on the terms set forth in this
Agreement. Should CDS acquire an alternate game platform or white box
from a third party, CDS will use it best efforts to allow Prolific the
opportunity to develop titles for use with any alternate game platforms
or white boxes, for a period of five years commencing in 1997.
G. CDS agrees that it will not discriminate in any manner between
software produced in-house and software produced by Prolific, and CDS
further agrees that it will use the same efforts to market Prolific
software as it uses to market software it produces in-house.
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H. The parties agree that neither party shall solicit or hire without
consent of the other party, any employee of the other.
13. CONFIDENTIALITY
This agreement and the project it concerns are confidential. Each party
shall use its best reasonable efforts to keep this agreement, the project
and all confidential and proprietary information of the other party
confidential. The existence of the Project, but not any trade secrets
concerning the project, may be disclosed after the first public
disclosure of the project by CDS. The existence of the agreement and the
financial details, but not any trade secrets concerning the project, may
be disclosed by either party to its attorneys, accountants, lenders,
bankers, shareholders or investors, but only when a significant business
reason or regulatory compliance requirement for disclosure exists and the
parties use reasonable efforts to keep such third parties from disclosing
such information.
14. LOCATION
The parties agree that all work on the Multimedia Gaming System shall be
performed at a location to be established by Prolific Publishing, Inc. in
the San Francisco Bay Area/Silicon Valley Area, and/or Prolific
Publishing, Inc.'s already established "Silliwood" location.
15. GOOD FAITH
Prolific warrants and represents to CDS that all acts, duties and
obligations required of it under this agreement shall be performed in
good faith. CDS warrants and represents to Prolific that all acts,
duties and obligations required of it under this Agreement shall be
performed in good faith.
16. LOGOS AND CREDITS
Unless otherwise restricted or prohibited by regulatory authorities, the
logos of CDS and Prolific will appear on the product CDS' and Prolific
Publishing, Inc.'s. logo will also appear in the splash screens of the
Product.
17. ENTIRE AGREEMENT
The Letter of Intent sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof and supersedes all
prior and contemporaneous agreements, negotiations, and understandings
between the parties, both oral and written.
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18. GOVERNING LAW
This Agreement will be governed by and construed under the laws of the
State of California, excluding that body of law related to choice of
laws, and of the United States of America.
19. NOTICES
All notices to either party shall be sent by facsimile transmission or
overnight mail to the other party at the address set forth below, or such
other address as either party shall designate in writing:
CASINO DATA SYSTEMS PROLIFIC PUBLISHING, INC.
3300 Birtcher Drive 706 West Broadway, Suite 300
Las Vegas, Nevada 89116 Glendale, California 91204
Attn: Russell C. Mix Attn: Charles D. Lombino
20. SEVERABILITY
Should any provision of this Agreement be determined by a competent
tribunal or regulatory body to be invalid, void, illegal or otherwise
unenforceable then the offending provision will be enforced or modified
to the extent possible and consistent with the intent of the parties, or,
it incapable of such enforcement, will be deemed to be deleted from this
Agreement. while the remainder of this Agreement will continue in full
force and remain in effect according to its stated terms and conditions.
21. BINDING AGREEMENT
This agreement shall be binding on the parties, their successors,
assigns, subsidiaries and sister companies. The parties contemplate
preparing a more thorough and detailed agreement, and should such further
agreement be prepared and fully executed, it will supersede this
agreement.
22. FORCE MAJEURE
Neither party will be deemed in default of this Agreement to the extent
that performance of their respective obligations or attempts to cure any
breach are delayed or prevented by reason of any act of God, fire,
natural disaster, accident, act of government, shortages of materials or
supplies, or any other cause beyond the reasonable control of such party;
provided, that such party gives the other party written notice thereof
within ten (10) working days of discovery thereof. In the event of such
a Force Majeure, the time for performance or cure will be extended for a
period equal to the duration of the Force Majeure.
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23. TERM OBLIGATIONS; THIRD PARTY INTERFERENCE; DELAYS.
Neither party will be deemed in default of this agreement to the extent
that performance of their respective obligations or attempts to cure any
breach are delayed or prevented by reason of any problem with third party
software or hardware not caused by the party, or by reason of any change
to the specifications or addition to the specifications which change or
addition is requested by the other party. In the event of any change or
addition, should the change or addition or plan therefore require more
than one days work than the party performing the work shall be entitled
to additional compensation, as agreed by the parties. In the event of
any delay caused by factors described in this subsection, time for
performance will be extended commensurately with the delay.
24. COUNTERPARTS.
This agreement may be executed in counterparts. A facsimile transmission
shall be binding as if it were the original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective the date first mentioned above.
CASINO DATA SYSTEMS
Dated: 11/22/96, 1996 By: /s/ Russell C. Mix
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PROLIFIC PUBLISHING, INC.
Dated: 11/22/96, 1996 By: /s/ Charles D. Lombino
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