Memorandum of Agreement - Uninet Technologies and Thermal Ablation Technologies Corp.
MEMORANDUM OF AGREEMENT
Executed as of the 16/th/ day of July, 1999
Between Uninet Technologies ("Uninet") and Thermal Ablation Technologies
Corporation ("Thermal") a public company trading on the OTC.BB
1. Uninet warrants and represents that
a) It has acquired from ALA Corp. ("Alacorp") in an arms length
transaction, the exclusive world wide paid-up license to use the
internet URL/ domain name, Poker.com ("Poker").
b) The license is freely assignable, and in good standing and subject
only to a payment of $100,000 to Ala Corp and a royalty payment
payable to AlaCorp of 4% of all revenue earned by the license holder
through the poker.com web site including marketing revenue from any
Casino operated as Poker.com.
c) The term of the license is for 99 years which may convert to a fully
owned asset (see para 10) and may only be terminated by AlaCorp if its
holder causes Alacorp to be in violation of any law (national or
international) or ceases through insolvency or bankruptcy, to operate
a business that makes use of the license, for operating a Casino
(directly or indirectly), selling advertising banners and creating a
commercial site for the purpose of generating revenue.
d) Uninet has agreed to enter into this agreement with Thermal on the
following terms
i) UniNet hereby sub-licenses to Thermal the exclusive world
wide license to use the url/domain name Poker.com for
purposes of creating an on-line gaming portal and web site
and generating revenue from selling gaming software sub-
licenses, marketing, e-commerce and banner advertising.
2. Thermal warrants that
a) Thermal Ablation Technologies Corporation ("Thermal" is duly
incorporated and in good standing under the laws of the State of
Florida.
b) The authorized capital stock of Thermal consists of 100,000,000 common
shares, par value $0.01 per share and 30,000,000 preferred shares, par
value $0.01 per share
c) Thermal has issued 4,200,000 common shares, which are fully paid and
non assessable (the "issued shares")
d) 3,300,000 of the issued shares are unrestricted and freely tradable,
subject to compliance with applicable securities laws (the "free
trading shares"
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e) 900,000 of the issued shares are "restricted securities" as defined in
Rule 144 promulgated under the U/S Securities Act of 1933 and subject
to resale restrictions imposed thereunder the (the "restricted
shares")
f) 400,000 of the restricted shares are held by associates of Thermal and
subject to additional resale restrictions imposed under the US
securities Act of 1933
g) Quotes for the sale and purchase of Free Trading Shares are published
by the National Association of Securities Dealers Inc on its over the
counter Bulletin Board under the symbol "TABT"
h) That it will immediately apply to change its corporate name to
Poker.com Inc and apply for a new symbol on the OTC.B.B.
3. In consideration for the exclusive marketing rights and licensing rights
granted by UniNet to Thermal, Thermal will pay UniNet and/or their nominees
(all figures are in US dollars).
a) 500,000 newly issued common shares of Thermal
b) $100,000 licensing payment payable to Alacorp on closing
c) 4% of total gross revenue earned by Thermal from any source including
marketing revenue from the Casino site which will be payable directly
to Alacorp quarterly.
4. Thermal warrants and represents that
a) As of today, they have current accounts payable of no more than
$20,000 (Cad) before audit fees.
b) that CeBu is owned approx. $68,000 for Investor relations, management
services, rent and office supplies and services for which Cebu has
agreed accept 68,000 restricted shares in Thermal to be issued from
treasury unless the company issues under 504 at $0.50c in which event
Cebu will receive 100,000 shares in lieu of the 68,000 or 50,000
shares if at $1.00
c) that the company owns 6,000 shares of Thermal Ablation Technologies
Canada Ltd ("TATC") that are subject to a shareholders agreement (the
"TATC Shares") which Thermal are attempting to sell back to TATC or
third party purchaser.
5. Uninet and their associates undertake to assist Thermal in raising up to
$500,000 in order to provide initial working capital for marketing, pay
AlaCorp $100,000.
6. The parties agree to enter into a formal license agreement incorporating
such terms and conditions, warranties and representations are normally
included in a license agreement for use of a domain name.
7. The license agreement entitles UniNet/Thermal to make all such design
changes and provide such content to the web page in order to create a
commercially viable site.
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8. This agreement supercedes any prior written or verbal discussion or
agreement entered into between the parties.
9. The domain name Poker.com will revert to Uninet without compensation if:
a.) Thermal or its representative default under the terms of this
agreement or fail to perform as provided herein.
b.) Thermal, or it's representatives, cause Alacorp to be in violation of
any law (national or international). The parties acknowledge that the
proposed Kyl bill is not included in this representation and the
parties will deal with alternative means of conducting their business
so that they are not in contravention of any laws that may shut down
their business operation or result is substantial fines or penalties.
c.) Thermal ceases to operate the business through insolvency/bankruptcy
10. The url/domain name Poker.com will be transferred to Thermal for $1.00 at
such time as Alacorp has earned $1 million from royalty payments.
11. Closing shall take place on transfer of the license from UniNet to Thermal
to be effected by payment to Alacorp of the $100,000.
12. The parties wish to disclose that Michael Jackson is a Director of UniNe
Technology Inc and Thermal Ablation Technologies Corp
/s/ Michael Jackscon /s/ Charlo Barbosa
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Uninet Technologies Thermal Ablation Technologies Corporation