PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of the _____ day of September 1998 between
Casinovations Incorporated, a Washington corporation
("Purchaser"), and Xxxxxx X. Xxxxx and Xxxxxx Xxxxx, each
individuals (collectively, Xxxxxx X. Xxxxx and Xxxxxx Xxxxx are
referred to herein as "Sellers").
RECITALS
WHEREAS, Purchaser and Sellers have executed a letter
agreement dated May 28, 1998 with respect to the sale by Sellers
and purchase by Purchaser of certain assets of Sellers.
WHEREAS, pursuant to the terms and conditions set forth
herein, Seller desires to sell and assign the aforementioned
assets to Purchaser, and Purchaser desires to purchase and
acquire same from Seller;
NOW, THEREFORE, in consideration of the several and mutual
promises, agreements, covenants, understandings, undertakings,
representations and warranties hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged Sellers and Purchaser
agree that the Recitals are true and correct and by this
reference incorporated herein as if fully set forth, and Sellers
and Purchaser further covenant and agree as follows:
1. TERMS AND CONDITIONS. Subject to the terms and
provisions of the Transaction Documents, Sellers shall sell,
transfer, assign and deliver to Purchaser and Purchaser shall
purchase and acquire from Sellers, all right, title and interest
of Sellers in and to the certain assets and rights (contractual
or otherwise) of Sellers, wherever located, as follows: (a)
848,682 shares of Purchaser's common stock (the "Shares") for
$2.50 per share of common stock; (b) an option to purchase 20,000
shares of Purchaser's common stock (the "Option") for $1.50 per
underlying share of common stock; and (c) the right to receive a
royalty on sales of the Random Ejection Shuffler and Fantasy 21
table game (the "Royalty") for the price of Two Hundred Thousand
and no/100ths Dollars ($200,000.00).
2. CONSIDERATION. In exchange for the Shares, the Option
and the Royalty, the Company shall execute the following
documents on even date herewith: (a) a promissory note in the
amount of Two Million Three Hundred Fifty One Thousand Seven
Hundred Five and no/100ths Dollars ($2,351,705.00 U.S.); (b) a
security agreement; and (c) a stock pledge agreement.
3. AMENDMENTS. No provision hereof shall be modified or
limited except by an express written agreement executed by all
parties hereto.
4. APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada.
5. COUNTERPARTS. This Agreement may be executed in
counterparts, all of which shall be deemed an original and all of
which, taken together, shall constitute one signed agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above written.
"PURCHASER" "SELLERS"
CASINOVATIONS INCORPORATED
By: /s/ Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxx Xxxxxx X. Xxxxx
Its: Chief Executive Officer
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
