Exhibit 4.10
THE NCC GROUP
Web Escrow
Single Licensee
--------------------------- ------------ --------------- -------------
Escrow Agreement No: Dated:
--------------------------- ------------ --------------- -------------
Escrow Agreement Between:
(1) Starnet Systems International Inc whose registered office is at the
CIBC Banking Centre, Old Parnham Road, St John's, Antigua, West Indies
("the Owner");
(2) Internet Opportunity Entertainment Limited whose registered office is
at c/o Caribbean Management & Trust Company Limited, 60 Nevis Street,
St Johns, Antigua formerly known as Internet Opportunity Antigua ("the
Licensee"); and
(3) NCC ESCROW INTERNATIONAL LIMITED whose registered office is at
Manchester Technology Centre, Oxford Road, Manchester M1 7ED, England
(CRN: 3081952) ("NCC").
Preliminary:
(A) Softec Systems Caribbean Inc ("Softec") and the Licensee entered into a
software licence agreement on 19 March 1998 (the "Software Licence").
Softec subsequently changed its name to Starnet Systems International
Inc ("Starnet") and Starnet and the Licensee have now entered into an
Amendment Agreement dated of even date herewith pursuant to a contract
entered into between Sportingbet Plc, the Licensee, World Gaming Plc,
Starnet and others (the "Principal Agreement").
(B) Certain technical information and documentation describing the software
packages are the confidential property of the Owner and are required
for understanding, developing, maintaining and correcting the software
package.
(C) The Owner acknowledges that in certain circumstances the Licensee may
require possession of the technical information and documentation held
under this Agreement.
(D) Each of the parties to this Agreement acknowledges that the
considerations for their respective undertakings given under it are the
undertakings given under it by each of the other parties.
It is agreed that:
1 Definitions
In this Agreement the following terms shall have the following
meanings:
1.1 "Cable and Wireless Agreements" means the agreements between
Starnet (or any member of the World Gaming Group) and Cable
and Wireless for (i) the colocation of the Hardware (or any of
it) in the offices or facilities of Cable and Wireless in
Antigua; and (ii) the purchase or availability of bandwidth
for the Licensed Software and the Systems and (iii) the
continued access to the Cable and Wireless colocation facility
in Antigua for personnel to operate, support and provide the
co location facilities, bandwidth and other services necessary
for the operation of the Sites;
1.2 "Change of Control" occurs for the purposes of this Agreement
if :-
1.2.1 in any transaction or series of transactions, a
person or group, other than the Licensee or any of
its affiliates acquires securities representing more
than 50% of the shareholder voting power in any
member of the WG Group; or
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1.2.2 a merger or consolidation involving any member of the
WG Group being consummated and resulting in less than
50% of the outstanding voting securities of the
surviving or resulting entity being owned by the
shareholders immediately prior to such merger or
consolidation; or
1.2.3 the Owner or any member of the WG Group sells all or
substantially all of its assets to a person or entity
which is not a wholly-owned subsidiary of World
Gaming Plc.
1.3 "Contracts" means all or any of this Agreement, the Licence
Agreement, the Amendment Agreement, the Cable and Wireless
Agreements and the Service Contracts and Software Licences;
1.4 "Full Verification Service" means the service provided by NCC
and detailed in Schedule 2 for the verification of the
Material (and updates and upgrades);
1.5 "Functions" means (a) the provision of the betting area of the
Sites where wagers are placed and (b) the performing of
deposit and withdrawal transactions for customers of the
Sites;
1.6 "Hardware" shall mean all the necessary computers, routers,
cabling, monitors, hard drives, back-up systems, and other
equipment, as determined by the Owner in its absolute
discretion, located at its offices in St John's Antigua;
Vancouver, Canada, or other locations designated by the Owner
as may be required in order to properly store, distribute and
run the Licensed Software.
1.7 "Integrity Testing Service" means those tests forming NCC's
Integrity Testing Service and detailed in Schedule 2, in so
far as they relate to the Material;
1.8 "Intellectual Property Rights" means copyright, trade secrets,
patents, and all other and proprietary rights of a similar
nature;
1.9 "Licence Agreement" means the Software Licence as amended by
the Amendment Agreement pursuant to the terms of the Principal
Agreement;
1.10 "Licensed Software" shall mean a licensed data processing
program or micro program consisting of a series or sequence of
signals, or instructions, statements, or fonts stored on any
media in machine readable form, and any related licensed
materials such as, but not limited to, flow charts, logic
diagrams, manuals, and listing made generally available by
Softec for use in connection with the licensed programs. The
Licensed Software shall consist of a Casino located at a
single URL, with a maximum of two themes: an adult theme
(where a license is available), and a non-adult theme. The
Casino shall have various games of chance which includes, but
is not limited to, blackjack, roulette, pai gow poker, video
poker and slot machine and other games as added from time to
time, based on a theme chosen by the Licensee, a sportsbook
web site within the gaming site, an HTML version of
sportsbook, and a lottery ticket distribution web site;
1.11 "Material" means the source code of the Package and such other
materials and documentation as are necessary to comply with
Clauses 2.1.3 and 2.1.6;
1.12 "Package" means the software packages licensed to the Licencee
under the Licence Agreement and the details of which are set
out under Schedule 1;
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1.13 "Person" means an individual, corporation, firm, association,
partnership, trust or other entity or group of entities,
including any governmental entity or any agency or political
subdivision thereof;
1.14 "Service Contracts and Software Licences" means the service
contracts and licence agreements between the Owner (or any
member of the WG Group) with any Persons in relation to the
Systems including but without prejudice to the generality of
the foregoing the contracts and licences for any Oracle
licence, the Sun Maintenance and Support licence, the Vertis
(back up software) licence and support contract;
1.15 "Sites" mean www.sportsbook.com, www.sportingbetUSA.com,
www.sportingbetusa.com, www.wallstreet.com and
www.playersonly.com and other URLs designated in writing by
the Licensee from time to time.
1.16 "Systems" means the Licensed Software and the Hardware
provided by Starnet, World Gaming or any member of the WG
Group in relation to the support of or provision of Services
to the Licensee or any member of the Sportingbet Group in
relation to the Sites; and
1.17 "WG Group" means World Gaming Plc and its subsidiaries and
subsidiary undertakings from time to time and individually a
"member of the WG Group".
2 Owners' Duties and Warranties
2.1 The Owner shall:
2.1.1 deliver a copy of the Material to NCC upon execution
of this Agreement;
2.1.2 thereafter update the Material within 7 days of such
release of a new version (including any update or
upgrade) of the Package. Such versions updates and
upgrades will be added to the existing deposits and
each deposit will be held and maintained separately
within the escrow account. The processing of all
deposit updates or upgrades shall be in accordance
with Clause 2.1.6;
2.1.3 always ensure that the Material as delivered to NCC
is capable of being used to recreate the latest
version of the Package used by or issued to the
Licensee and shall deliver to NCC further copies of
the Material as and when necessary;
2.1.4 in any event deliver to NCC a replacement copy of the
Material (fully up to date) every 3 months following
the first delivery under this Agreement;
2.1.5 deliver a replacement copy of the Material to NCC
within 14 days of receipt of a notice served upon it
by NCC under the provisions of Clause 4.1.6; and
2.1.6 deliver with each deposit of the Material any of the
following technical information that is relevant:
2.1.6.1 Details of the deposit; full name and
version details, media type, backup
command/software used, compression used,
archive hardware and operating system
details.
2.1.6.2 Password/encryption details required to
access the source code.
2.1.6.3 Directory listings of the contents of the
media.
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2.1.6.4 Documentation describing the procedures for
building, compiling and installing the
software, including names and versions of
the development tools.
2.1.6.5 Software design information (e.g. module
names and functionality).
2.1.6.6 Name and contact details of employees with
knowledge of how to maintain and support the
Material.
2.1.7 at all times fully cooperate with NCC by providing
access to its premises (and where necessary procuring
access to the premises of the WG Group and the Cable
and Wireless colocation offices or facilities in
Antigua pursuant to the Cable and Wireless
Agreements), facilities, computer software systems,
and technical and support personnel and all other
assistance to enable NCC's Full Verification Service
to be performed as and when, in the Licensee's sole
and exclusive discretion and at the Licensee's
request, the Licensee deems it appropriate.
2.2 The Owner warrants that:
2.2.1 it owns the Intellectual Property Rights in the
Material and has authority to enter into this
Agreement;
2.2.2 by entering into this Agreement, the Owner is not and
will not be in breach of any express or implied
obligation to any third party binding on it; and
2.2.3 the Material lodged under Clause 2.1 shall contain
all information in human-readable and useable form
and on suitable media to enable a reasonably skilled
programmer or analyst to understand, develop,
maintain and correct the Package without the
assistance of any other person.
3 Owner's Responsibilities
It shall be the responsibility of the Owner to notify NCC of any
significant change to the Package that necessitates any replacement
copy or updates of the Material being deposited.
4 NCC's Duties
4.1 NCC shall:
4.1.1 Upon receipt of the relevant payment, apply its Full
Verification Service to the Material as soon as
possible upon receipt of the initial deposit of the
Material being received from the Owner under clause
2.1.1;
4.1.2 hold the Material (and all updates and upgrades) in a
safe and secure environment;
4.1.3 inform the Owner and the Licensee of the receipt of
any copy or updates or upgrades of the Material;
4.1.4 in accordance with the terms of Clause 9 apply its
Integrity Testing Service to the Material from time
to time;
4.1.5 at all times retain a copy of the latest verified
deposit of the Material; and
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4.1.6 as soon as reasonably practicable notify the Owner
and Licensee if it becomes aware at any time during
the term of this Agreement that the copy of the
Material (or any updates or upgrades) held by it has
been lost, damaged or destroyed.
4.1.7 In accordance with the terms of Clause 6.3.2. upon
receipt of the Notice release the Materials to the
Licensee within 24 hours of receipt of such notice if
such notice is received on a recognised business day
and provided the following day is a recognised
business day. If the Notice is not received on a
recognised business day or the following day is not a
recognised business day, then the Material will be
released within 24 hours after the start of the next
recognised business day.
4.2 NCC shall not be responsible for procuring the delivery of the
Material in the event of failure by the Owner to do so.
5 Payment
The Licensee shall pay NCC's standard fees as published from time to
time or as otherwise agreed.
6 Release Events
6.1 Subject to the provisions of Clauses 6.2 and 6.3 and upon
receipt of its release fee and all outstanding fees due and
owing to NCC, NCC will release the Material to a duly
authorised officer of the Licensee in accordance with clause
6.3 hereunder.
6.2 The Licensee must notify NCC immediately of the occurrence or
the possibility of the occurrence of any of the Trigger Events
and may demand, in its sole and exclusive discretion, the
release of the Material by delivering to NCC written notice
("the Notice") (which may be sent by fax) made by an officer
of the Licensee stating that a Trigger Event has been
triggered, specifying the particular Trigger Event(s) and that
the Licence Agreement was still valid and effective up to the
occurrence of such event.
6.3 Upon receipt of the Notice from the Licensee claiming a
release event under Clause 6.1:
6.3.1 NCC shall immediately send a copy of the Notice to
the Owner and its solicitors by fax and special
delivery to the addresses for each in clause 13.3 or
equivalent type of post;
6.3.2 upon receipt of the Notice from the Licensee NCC
shall have no obligation to determine themselves
whether a release event has in fact occurred or
whether the Licensee has reasonable grounds to
believe that there is the possibility of the
occurrence of any of the Trigger Events, and NCC
shall have no right to refuse to release the
Materials to the Licensee. The Owner hereby expressly
agrees, acknowledges and authorises that upon receipt
of the Notice NCC shall release the Materials to the
Licensee in accordance with clause 4.1.7 above,
regardless of whether the Owner disputes such release
upon receipt of the Notice under clause 6.3.1.
6.4 To the extent that this Agreement does not otherwise provide
for reimbursement of such costs and expenses, the Licensee
hereby agrees to indemnify NCC in full in respect of any
liability, loss, damage, costs and expenses incurred by NCC as
a result of any release made by NCC to the Licensee under
clause 6.3 that is disputed by the Owner.
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6.5 Following a Trigger Event the Owner (at its expense) shall
have the right to appoint an independent expert, at the sole
discretion of the Owner, to verify the occurrence of a Trigger
Event. During the investigation by the independent expert, the
Licensee shall continue to be able to use the Material under
the terms of this Agreement. The independent expert shall
provide a written report to both parties setting out its
conclusion as to whether or not a Trigger Event has occurred.
If, on receipt of such, a genuine Trigger Event has not
occurred the Licensee shall immediately:
6.5.1 cease any use of the Material (or copies thereof);
6.5.2 re-lodge the released Material at the NCC and pay any
associated fees;
6.5.3 delete any copies made of the Material;
6.5.4 provide the Owner with written certification signed
by a director of the Licensee that:
6.5.4.1 it has ceased all use of the Material;
6.5.4.2 it has deleted all copies of the Material;
6.5.4.3 it has re-lodged the Material with the NCC;
and
6.5.4.4 it will not use the Material in the future
other than as provided for under this
Agreement.
6.6 The Licensee shall indemnify and hold harmless the Owner from
and against all and any losses, liabilities, demands, claims,
costs and expenses (including reasonable legal costs and
disbursements) incurred or suffered by the Owner, and any
damages awarded against the Owner, as a result of a breach by
the Licensee of clause 6.5.4.
7 Confidentiality
7.1 The Material shall remain the confidential property of the
Owner and in the event that NCC provides a copy of the
Material to the Licensee, the Licensee shall be permitted to
use the Material only in accordance with the confidentiality
obligations contained in Clause 7.3.
7.2 NCC agrees to maintain all information and/or documentation
coming into its possession or to its knowledge under this
Agreement in strictest confidence and secrecy. NCC further
agrees not to make use of such information and/or
documentation other than for the purposes of this Agreement
and will not disclose or release it other than in accordance
with the terms of this Agreement.
7.3 In the event that the Material is released under Clause 6 the
Licensee shall, subject to Clause 7.4:
7.3.1 use the Material only for the purpose of
understanding, maintaining, developing and correcting
the Package exclusively on behalf of the Licensee;
7.3.2 not use the Material for any other purpose nor
disclose it to any person save such of its employees
or contractors who need to know the same in order to
understand, maintain, develop and correct the Package
exclusively on behalf of the Licensee. In that event
the Licensee shall ensure that its employees and
contractors are bound by the same confidentiality
obligations as are contained in this Clause 7;
7.3.3 hold all media containing the Material in a safe and
secure environment when not in use; and
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7.3.4 forthwith destroy the same should the Licensee cease
to be entitled to use the Package.
7.4 Notwithstanding Clause 7.3, to the extent that any other
agreement in effect between the Owner and the Licensee or its
affiliates provides greater rights to Licensee with respect to
the Material than provided in Clause 7.3, such greater rights
shall prevail.
8 Intellectual Property Rights
The release of the Material to the Licensee will not solely by virtue
of this Agreement act as an assignment of any Intellectual Property
Rights that the Owner possesses in the Material.
9 Verification
9.1 Subject to the provisions of Clauses 9.2 and 9.3, NCC shall
bear no obligation or responsibility to any person, firm,
company or entity whatsoever to determine the existence,
relevance, completeness, accuracy, effectiveness or any other
aspect of the Material.
9.2 Upon the Material being lodged with NCC, NCC shall apply its
Full Verification Service to the initial first deposit of the
Material as received under clause 2.1.1 and for all subsequent
Material deposited, apply its Integrity Testing Service to the
Material and shall provide a copy of each test report to the
parties to this Agreement.
9.3 In addition to the Full Verification testing to be carried out
by NCC on the Material under clause 4.1 upon the initial
deposit by the Owner, the Licensee shall be entitled to
require NCC to apply its Full Verification Service to the
Material in respect of any new version, update or upgrade .
NCC's prevailing charges for providing such Full Verification
Services and all reasonable expenses incurred by NCC in
carrying out such testing will be paid by the Licensee, save
that if in the opinion of the independent expert appointed by
the Managing Director of NCC the Material is substantially
defective in content any such reasonable charges and expenses
will be paid by the Owner.
10 NCC's Liability
10.1 NCC shall not be liable for any loss or damage caused to the
Owner or the Licensee either jointly or severally except to
the extent that such loss or damage is caused by:
10.1.1 the negligent acts or omissions of; or
10.1.2 a breach of any contractual duty by NCC, its
employees, agents or sub-contractors and in such
event NCC's total liability in respect of all claims
arising under or by virtue of this Agreement shall
not (except in the case of claims for personal injury
or death) exceed the sum of (pound)500,000.
10.2 NCC shall in no circumstances be liable to the Owner or the
Licensee for indirect or consequential loss of any nature
whatsoever whether for loss of profit, loss of business or
otherwise.
10.3 NCC shall be protected in acting upon any written request,
waiver, consent, receipt or other document furnished to it
pursuant to this Agreement, not only in assuming its due
execution and the validity and effectiveness of its provisions
but also as to the truth and acceptability of any information
contained in it, which NCC in good faith believes to be
genuine and what it purports to be.
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11 Indemnity
Save for any claim falling within the provisions of Clause 10.1, the
Owner and the Licensee jointly and severally indemnify NCC for any
reasonable legal and/or related costs it incurs as a result of issuing
or becoming otherwise involved in any form of dispute resolution
proceedings or any litigation of any nature in relation to this
Agreement.
12 Termination
12.1 NCC may terminate this Agreement after failure by the Licensee
to comply with a 60 day written notice from NCC to pay any
outstanding fee.
12.2 NCC may terminate this Agreement by giving 60 days written
notice to the Owner and the Licensee. In that event the Owner
and the Licensee shall appoint a mutually acceptable new
custodian on terms similar to those contained in this
Agreement. If a new custodian is not appointed within 30 days
of delivery of such notice, the Owner or the Licensee shall be
entitled to request the President for the time being of the
British Computer Society to appoint a suitable new custodian
upon such terms and conditions as he/she shall require. Such
appointment shall be final and binding on all parties.
12.3 If NCC is notified of the new custodian within the notice
period, NCC will forthwith deliver the Material to the new
custodian. If NCC is not notified of the new custodian within
the notice period, NCC will return the Material to the Owner.
12.4 If the Licence Agreement has terminated and the Licence has
expired or has been lawfully terminated this Agreement will
automatically terminate on the same date. The Owner shall
promptly notify NCC of such termination and NCC will make
available the Material for collection by the Owner within 30
days of such notice of termination or expiry of the Licence
Agreement. If the Material remains uncollected by the Owner
after 30 days, NCC will destroy the Material.
12.5 The Licensee may terminate this Agreement at any time by
giving written notice to NCC.
12.6 The Owner may only terminate this Agreement with the written
consent of the Licensee.
12.7 This Agreement shall terminate upon release of the Material to
the Licensee in accordance with Clause 6.
12.8 Upon termination under the provisions of Clauses 12.4, 12.5 or
12.6 of this Agreement NCC will deliver the Material to the
Owner. If NCC is unable to trace the Owner NCC will destroy
the Material.
12.9 Upon termination under the provisions of Clause 12.1 the
Material will be available for collection by the Owner from
NCC for 30 days from the date of termination. After such 30
day period NCC will destroy the Material.
12.10 NCC may forthwith terminate this Agreement and destroy the
Material if it is unable to trace the Owner having used all
reasonable endeavours to do so.
12.11 The provisions of Clauses 7, 10 and 11 shall continue in full
force after termination of this Agreement.
12.12 On termination of this Agreement the Owner and/or the Licensee
(as appropriate) shall remain liable to NCC for payment in
full of any fee which has become due but which has not been
paid as at the date of termination.
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13 General
13.1 This Agreement shall be governed by and construed in
accordance with the laws of England and Wales and the parties
submit to the exclusive jurisdiction of the English courts.
13.2 This Agreement represents the whole agreement relating to the
escrow arrangements between the parties for the Package and
supersedes all prior arrangements, negotiations and
undertakings.
13.3 Save for Clause 6.3, all notices to be given to the parties
under this Agreement shall be deemed to have been duly given
or made when delivered personally or 7 days after posting or
if sent by facsimile, 12 hours after despatch to the party to
which such notice is required to be given or made under this
Agreement addressed as follows: Internet Opportunity
Entertainment Limited:
C/o Address: 7th Floor
Transworld House
82 - 100 City Road
London EC1Y 2BJ
Fax: 020 7251 7270
Email: danielt@sportingbet.com
Attention: Daniel Talisman
Group Legal Counsel and Company Secretary
Starnet Systems International Inc:
C/o Address: Law Debenture Corporate Services Limited
Fifth Floor
100 Wood Street
London EC2V 7EX
Fax: [ ]
Email: [ ]
Attention: [ ]
Owner's Solicitors:
C/o Address: Berwin Leighton Paisner
Adelaide House
London Bridge
London
EC4R 9HA
Fax: 020 7760 1111
Email: hilary.stewart-jones@blplaw.com
Attention: Hilary Stewart-Jones
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Schedule 1
The Package
The software package known as [to be confirmed by WG]
>> Sportsbook, Pari-mutuel Software, Casino Games (Java Version), Casino
Games (C++ downloadable version) (includes new games introduced by SSII
and upgrades)
>> Partners Program Software
>> Eye in the Sky (management reports) Software
>> Command Centre Software or such other name(s) as may be given to it by
the Owner from time to time.
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Schedule 2
NCC's Full Verification Service
Full Verification is an optional service, available at an additional cost, that
builds upon the checks carried out in Integrity Testing to provide further
assurances that the code deposited with NCC is indeed the complete source code
for the software used by the Licensee. In addition, through carrying out a full
verification, NCC check that supporting information required to compile and
build the product is supplied with the deposit and is correct.
The core components of a Full Verification are as follows:
o Compilation of the source code deposit (using documentation/scripts
provided by the Owner and then included in the deposit)
o Generation of a working version of the software. This is carried out
with the assistance of the Owner.
o Verification that the working software is that licensed by the
Licensee. This is carried out with the assistance of the Licensee.
o Integrity Testing checks shall be carried out at the conclusion of the
verification process in order to ensure that the media being deposited
in Escrow is suitable for storing.
A Full Verification Test Report is produced which clearly states the checks
carried out and the results of those checks - copies of the report are provided
to the Licensee and the Owner. Integrity Testing Services
The integrity testing service checks that the deposited material contains
accessible source code. The results of the integrity testing are recorded in a
Test Report along with details of all the items lodged. This Test Report is
forwarded to all parties.
NCC's Integrity Testing Service
Integrity Testing consists of the following checks:
o Each item of media deposited is virus checked where appropriate. The
anti-virus software used is listed in the report.
o Checks are made to ensure that each item of media can be read without
error.
o If the data has been encrypted or password protected in any way then
checks are made to ensure that the data can be accessed using the
decryption key or password provided by the software owner.
o Checks are made to see if compression has been used, in which case
tests are undertaken to ensure that the data can be decompressed. The
compression utility used is listed in the report.
o Sample data is viewed to ensure that the deposit contains source code.
o Sample source code is viewed to check for the following:
Modification History
Source Code Comments
Source Code Indentation
Meaningful Variable/Procedure Names
Meaningful File Names
The results of the source code information checks do not effect the
result of the verification but provide further information on the
legibility and maintainability of the source code.
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Schedule 3
NCC's Fees (St(pound))
- ------- -------------------------------------------------------------------- ---------------- --------------
1 Initial Fee (payable on commencement of work) Nil 100%
- ------- -------------------------------------------------------------------- ---------------- --------------
2 Annual Fee (payable on completion of the agreement and on each Nil 100%
anniversary thereafter)
- ------- -------------------------------------------------------------------- ---------------- --------------
3 (a) Full Verification Fee for initial deposit of Material under Nil 100%
clause 2.1.1
(b) Full Verification Fee for Full Verification service at the
request of the Licensee
- ------- -------------------------------------------------------------------- ---------------- --------------
4 Scheduled Update Fee (2nd and subsequent scheduled deposits in any Nil 100%
one year, payable on completion of the agreement and on each
anniversary thereafter - NB a minimum of 3 are required in
accordance with Clause 2.1.3)
- ------- -------------------------------------------------------------------- ---------------- --------------
5 Unscheduled Update Fee (per unscheduled deposit) Nil 100%
- ------- -------------------------------------------------------------------- ---------------- --------------
6 Storage Fee (an additional annual fee may be payable for deposits Nil 100%
in excess of one cubic foot)
- ------- -------------------------------------------------------------------- ---------------- --------------
7 Release Fee (plus NCC's reasonable expenses) NIL 100%
- ------- -------------------------------------------------------------------- ---------------- --------------
o All fees are reviewed by NCC from time to time
Signed for and on behalf of Starnet Systems International Inc
Name: .................................................|....................................................
Position: .............................................| (Authorised Signatory)
Signed for and on behalf of Internet Opportunity Entertainment Limited
Name: .................................................|....................................................
Position: .............................................| (Authorised Signatory)
Signed for and on behalf of NCC ESCROW INTERNATIONAL LIMITED
Name: .................................................|....................................................
Position: .............................................| (Authorised Signatory)
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Schedule 4
Trigger Events
The occurrence of any of the following, or alternatively the Licensee
reasonably anticipating that any of the following will occur in the foreseeable
future is a "Trigger Event". If:
(a) the Owner or any of its subsidiaries (i) voluntarily ceases to
conduct its business in the ordinary course; (ii) commences
any insolvency or equivalent or analogous proceeding with
respect to itself in any jurisdiction; or (iii) takes any
action to effectuate or authorize any of the forgoing; or
(b) a petition is presented for the winding up or administration
of the Owner or any member of the WG Group or an order is made
or a resolution is passed for the winding up of the Owner or
any member of the WG Group except for the purposes of
reconstruction or amalgamation; or
(c) a liquidator, administrator, administrative receiver,
receiver, trustee, or similar officer is appointed in respect
of the Owner or a member of the WG Group or in respect of any
or all of the assets of the Owner or any member of the WG
Group; or
(d) any involuntary insolvency or equivalent proceeding is
commenced or filed against World Gaming Plc or any subsidiary;
World Gaming Plc or any subsidiary admits the material
allegations of a petition against it in any insolvency
proceeding, or an order for relief (or similar order) is
ordered in any insolvency proceeding; or World Gaming Plc or
any of its subsidiaries acquiesces in the appointment of a
receiver, administrator, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or
other similar person for itself or a substantial portion of
its property or business; or
(e) there is a Change of Control of the WG Group; or
(f) the WG Group fails to enter into an escrow access agreement
with a third party, Cable & Wireless who is resident in
Antigua for such third party to hold keys and passwords
necessary for access by the Licensee to the site on which the
Package can be found within 14 days of the date of this
Agreement; or
(g) at any time the Charge (as defined in the Charge Agreement
entered into between the WG Group and the Licensee) ceases to
create first ranking security interests over any of the
property and assets secured or intended to be secured thereby;
or
(h) the WG Group fails to pay by the due date, in the currency and
manner provided in the Loan Agreement entered into between the
Owner and the Licensee, any sum payable by the WG Group under
that Loan Agreement; or
(i) the WG Group fails to provide within 7 days of the date of
this Agreement such written authority for the Licensee as it
may require to enable it to enter the Secured Site (as defined
in the Loan Agreement referred to above) and use and operate
the Package immediately on the occurrence of any of the Events
of Default as set out in the Loan Agreement; or
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(j) the WG Group is unable or unwilling to perform an obligation
or provide a service pursuant to the Licence Agreement which
has a material and immediate adverse impact on the operation
of the System and pursuant to the service levels to be agreed
between the parties within 7 days of the date of the Loan
Agreement save in instances of force majeure (as described in
the Loan Agreement); or
(k) there is any material breach of any representation or warranty
made pursuant to the Loan Agreement by any member of the WG
Group save that with regard to such material breaches, the WG
Group shall have a period of 28 days to rectify (during such
period the Materials will not be released) after which the
Materials shall be released to the Licensee if such breaches
remain outstanding.
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