AGREEMENT FOR CONSULTATION
ON GAMING PROPERTIES AND MANAGEMENT
WHEREAS, Noram Gaming and Entertainment, Inc. a Nevada corporation
(hereinafter "Noram") is in the business of acquiring and developing existing
commercial gaming and bingo properties and subsequently operating the
aforementioned properties under Noram management; and
WHEREAS, Creative Gaming Consultants, Inc., a Delaware corporation
(hereinafter "Creative"), which may also be referred to herein as "Company" is
in the business of providing consulting services, assist in the funding of
business opportunities and liquidity for viable public companies, specializing
in the area of gaming and gaming locations; and
WHEREAS, the Parties desire to enter into an agreement in which Creative
will jointly work with Noram to present to Noram gaming locations and
opportunities within or without of North America.
NOW THEREFORE, In consideration of the mutual covenants, agreements and
understandings of the parties hereto, intending to be bound hereby, the parties
agree as follows:
1. Right to Acquire: Creative agrees to offer to Noram or, upon prior
written consent of Noram, their duly designated assignee, the first right to
acquire any opportunities/properties which Creative may have options to acquire
and/or which Noram obtains by either a contract to purchase or a lease, for the
term of this Agreement and any extensions hereto;
2. Decision. The first right of acquisition shall be available, for each
project, to Noram for a period of thirty (30) at which time Noram shall, in
writing, make the decision to acquire or not to acquire. Noram, shall provide
Creative with return, risk, timing, transaction size and other necessary
criteria which it deems appropriate for target acquisitions. During the process
of finalizing the contracts for sale and/or leases, Creative shall be given
periodic updates and Noram shall solicit the comments of Creative on the
progress of the plan to date. Should Noram note a situation or problem which
would make the transaction unacceptable it would be required to promptly give
Creative notice of its objections. If Noram or Creative cannot successfully,
using their best efforts, remedy the problem in a manner which is acceptable to
both Noram and Creative, except as provided for herein, then Noram shall be
released from any further obligations under this Agreement with respect to that
particular opportunity.
3. Acquisition. If the decision is made to acquire the property, Noram
shall enter into an Agreement, the form and substance of which shall be defined
by Noram management. This Agreement shall provide for the exclusive management
by Noram, terms of acquisition, operating guidelines, covenants not to compete,
rights to convey to a third party by Noram and the terms between the parties for
each property acquired;
4. Project Requirements. Creative shall present those properties to Noram
which meet the minimum criteria established by Noram. In each case presented for
acquisition, Creative shall present the following minimum information:
a. Summary Business plan for the project;
b. Summary Demographic information on the site and in the geographic area
of interest;
c. Outline Financial models developed for both the particular site;
d. No information which may be of material importance in analyzing the
project shall be intentionally omitted.
e. Creative makes no warranties with respect to any financial models or
projections except their good faith estimate of future probabilities.
No representation shall be construed to Creative where such
information is provided by third parties not controlled by Creative;
f. If Xxxxx xxxxx the information inadequate to make a decision, Noram
may request, at its expense, further information from Creative in
order to make a decision as reasoanble billed by Creative.
5. Noram Obligations. Noram shall allow Creative access to all project
details; to review all operations regarding Creative provided projects; to
report on an annual basis all financial operations for the prior year at the end
of each fiscal year. Noram represents that it is a fully reporting public
company pursuant to Section 12(g), that it is current in all such reports and
will continue to remain a fully reporting Company during the term of this
Agreement. Noram shall notify Creative immediately of any administrative action
taken, threatened or pending against Noram during the term of this Agreement in
order to permit Creative to properly perform its obligations hereunder.
6. Noram shall also allow Creative the first right to participate in
acquisitions or other gaming purchases/projects.
7. Project Compensation:
a. Upon execution of this Agreement Noram shall deliver or cause to be
delivered to Creative 100,000 shares of Noram common capital stock. The stock
shall be issued pursuant to regulation S-8 or otherwise be unrestricted as to
resale. Noram shall continue to pay to Creative, on a monthly basis, 100,000
shares of additional Noram common shares, without restriction as to resale, at
Noram's expense, for a period of one year.
b. Upon signing of a letter of intent by Noram with any Creative
introduced party, Noram shall further compensate Creative by issuance of 100,000
additional Noram unrestricted shares; upon execution of a final agreement
between Noram and such party introduced by Creative, Noram shall be obligated to
issue 400,000 additional Noram shares to Creative or, if such compensation is
not allowable pursuant to Rule S-8, Noram shall extend Creative's consulting
agreement for an additional one year period, which extension shall be
non-cancellable.
c. In the event of any regulatory refusal to allow payment of shares
to Creative as provided for herein, Creative may participate, directly or
indirectly, with Noram, up to 50%, in any project with Noram, including taking a
portion of the value of the transaction in lieu of Noram shares otherwise
payable in proportion to the value of the acquisition or opportunity.
d. Upon the merger of Noram with any Creative introduced company or
entity, Noram shall pay Creative 700,000 shares of Noram unrestricted common
stock.
e. Noram shall not disseminate any information provided by Creative
without Creative's prior written consent and further, without a signed
non-disclosure, non-compensation agreement being signed by such party.
8. Term. This Agreement shall be for an initial period of one year and
shall automatically be extended for successive one year periods unless
terminated as provided herein.
9. Termination. This Agreement is automatically terminated upon the
occurance of any of the following:
a. The insolvency or the filing of a petition in bankruptcy by either
party;
b. A material breach of this Agreement by either party;
c. Upon thirty day written notice by one party to the other, provided
all payments and compensation are paid in full and further provided that any
introduction by Creative shall remain compensable as provided for herein and
shall not otherwise be affected by a termination of this Agreement.
10. Requirements upon termination.
Upon termination of this Agreement, Noram shall have ninety (90) days to deliver
to Creative all forms, records, statements, files, reports and other data and
information, including electronic data processing files, prepared and collected
by Creative, in connection with the performance of its obligations under this
Agreement, save and excluding such records which relate to opportunities
acquired and/or completed by Noram as provided for herein. Noram shall continue
to apprise Creative, in writing, of all contact with Creative introduced clients
and/or opportunities for a period of two years after termination hereof.
11. Other provisions.
a. Noram acknowledges and agrees that in addition to the reports which
it is required to deliver to Company pursuant to this Section, Creative shall
have the right to make reasonable requests for additional reports from time to
time.
b. Not later than Forty eight (48) hours prior to the execution of
this Agreement, Noram shall provide Creative with Noram's most current balance
sheet and income statement for the last fiscal year and for the most recent
interim period for which the figures are compiled.
c. Agreement not to compete. Noram agrees not to compete with Creative
in any markets which are first introduced to Noram by Creative; that Noram shall
not circumvent, directly or indirectly, any contact, business opportunity or
source, of Creative introduced by Creative during the term of this Agreement and
for a period of two years thereafter. The parties agree that this agreement and
covenant is reasonable in scope and duration and shall be enforceable by
injunction in any jurisdiction in which it may be applicable.
12. Indemnification.
Noram and Creative shall indemnify each other and hold one another harmless from
and against any and all losses, expenses, costs, causes of action and/or
damages, including attorneys' fees, resulting or arising from the acts and/or
omissions of Noram or Creative, whichever is responsible, its contractors, third
parties under its control or direction and its agents.
13. Maintenance of Company.
During the term of this Agreement, Noram shall maintain a the status of the
COmpany as a public company in good standing in the U.S. Upon execution of this
Agreement, Noram shall provide written evidence to Company satisfactory to
Company that Noram is in compliance with this Section 14.
14. General Provisions.
14.01. Entire Agreement. This Agreement constitutes the entire agreement of
Company and Noram with respect to the subject matter addressed herein. Neither
Company nor Noram shall be bound by any promise, understanding or representation
relating to the subject matter addressed herein unless made in writing and
signed by Company and Noram.
14.02. Non-Assignable. This Agreement or any right or interest hereunder is
not transferable or assignable by any party without the prior written consent of
the other parties; provided, however, that Company is permitted to designate
funding sources to provide all or any of the funds required hereunder to a third
party or parties.
14.03. Invalidity. In the event that any term or provision of this
Agreement is held to be invalid or in conflict with any law or regulation, the
validity of the remaining provisions of this Agreement shall not be affected.
14.04. Non-Waiver. The failure of Company to enforce or insist upon strict
compliance with any provision of this Agreement shall not constitute a waiver of
the right to enforce or insist upon strict compliance with any such provision in
the future.
14.05. Notice. All reports and notices pertaining to this Agreement shall
be given in writing and personally delivered or sent by first_class mail, return
receipt requested, postage prepaid, or sent by telecopy or overnight courier, to
the party for whom such report and notice are intended to the address set forth
below, unless prior written notice is received that notices should be sent to
and alternative address:
If to Creative: Creative Gaming Consultatnts, Inc.
000 Xxxx Xx.
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
Attention:Xxx Xxxxxxxxxxx
President
With a copy to: Xxxxxx Xxxxxxx, Esq.
0000 Xxxxxxxxxxxx Xx.
Xxxxxx, Xx. 00000
If to Noram: Three Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention:Xxxxxx Xxxxx,
President
A report and notice shall be deemed to have been received (i) upon delivery if
given by personal delivery, (ii) on the third day after deposit in first class,
registered or certified mail, postage prepaid, or (iii) the next business day if
given by telecopy or overnight courier.
14.06. Reservation of rights. Where the Company has reserved rights under
this Agreement or where Company's consent is required, Company shall have the
right to exercise such right or to withhold such approval or consent at its sole
discretion.
14.07 Governing law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada without giving effect to the
conflicts of laws principles.
14.08. Gender. Wherever used herein, the singular shall include the plural
and the plural shall include the singular, the masculine shall include the
feminine and neuter and vice-versa.
14.09 Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute original documents when the
counterpart signature of the party to this Agreement is executed.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Creative Gaming Consultants, Inc.
By: /s/ Xxx Starzweski
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Xxx Starzweski, President
Noram Gaming & Entertainment, Inc.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President
