Exhibit 10.24


 


“CONFIDENTIAL TREATMENT REQUESTED.  CONFIDENTIAL PORTIONS


OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY


WITH THE SECURITIES AND EXCHANGE COMMISSION.”


 




	
  MANUFACTURE AND SUPPLY
  AGREEMENT

  
	
  INDUSTRIAL RESEARCH

  LIMITED

  	
  AGREEMENT TO MANUFACTURE
  AND SUPPLY DECK CHECKER MACHINES AND SUPPLY COMPONENTS

  






 




	
  Industrial
  Research

  Limited  

  “Industrial
  Research”

  	
  Contract
  Authority:

  	
  C.E.O.
  / Designated General Manager

  
	
   

  	
   

  
	
  Project
  Manager:

  	
  Sunny
  Hill

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address
  for service:

  	
  24
  Balfour Rd

  Parnell

  Auckland,
  New Zealand

  
	
   

  	
   

  
	
  Phone
  number:

  	
  +649
  303 4116

  
	
   

  	
   

  
	
  Email
  address:

  	
  s.hill@irl.cri.nz

  
	
  VendingData
  Corporation

  “The
  Purchaser”

  	
  Contract
  Authority:

  	
  Steven
  Blad

  
	
   

  	
   

  
	
  Project
  Manager:

  	
  Julie
  Guy

  
	
   

  	
   

  
	
  Manufacturing  Contact:

  	
  William
  Roquemore

  
	
   

  	
   

  
	
  Address
  for service:

  	
  6830
  Spencer Street, Las Vegas, NV 89119, USA

  
	
   

  	
   

  
	
  Phone
  number:

  	
  + 1
  702 733 7195

  
	
   

  	
   

  
	
  Email
  address:

  	
  paula@VendingData.com

  






 




	
  General Provisions

  	
  The
  parties agree to the terms and conditions set out in Part A and Part B of this
  agreement.

  






 




	
  SIGNATURE

  	
   

  	
  For
  Industrial Research Limited

  	
   

  	
  For
  VendingData Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/Liz Coutts

  	
   

  	
  /s/Steven J. Blad

  
	
   

  	
  Authorised
  signatory

  	
   

  	
  Authorised
  signatory

  
	
  Name:

  	
  Elizabeth
  M. Coutts

  	
  Name:

  	
  Steven
  J. Blad

  
	
  Date:

  	
  12/12/02

  	
  Date:

  	
  11/25/02

  President
  & CEO

  
	
   

  	
   

  	
  /s/Nigel Kirkpatrick

  	
   

  	
  /s/Julie
  Guy

  
	
   

  	
  Authorised
  Signatory

  	
   

  	
  Authorised
  Signatory

  
	
  Name:

  	
  Nigel
  Kirkpatrick

  	
  Name:

  	
  Director
  of Purchasing

  
	
  Date:

  	
  19/12/02

  	
  Date:

  	
  11/25/02

  






 

















 


“CONFIDENTIAL MATERIAL REDACTED AND
FILED SEPARATELY WITH


THE SECURITIES AND EXCHANGE
COMMISSION”


 




	
   

  	
   

  	
  INTRODUCTION

  
	
  A.

  	
   

  	
  Industrial Research carries out research and
  development and manufactures products in relation to imaging and sensing
  technologies, including optical character software.

  
	
  B.

  	
   

  	
  The Purchaser carries out business relating to the
  design, manufacture and supply of products to the gaming industry.

  
	
  C.

  	
   

  	
  Industrial Research has previously developed for
  Dolphin Advanced Technology, certain intellectual property in an
  electromechanical device which uses optical character verification software
  to check decks of playing cards (“Deckchecker”).

  
	
   

  D.

  	
   

  	
   

  The Purchaser has acquired the rights to and
  intellectual property embodied in the Deckchecker.

  
	
   

  E.

  	
   

  	
   

  The parties wish to enter this agreement to govern
  Industrial Research’s:

  
	
   

  	
  •

  	
  upgrade and supply of 11 Mk 2.9 Deckcheckers —(VendingData
  will ship 5 earlier version Deckchecker machines to Industrial Research for
  upgrading)

  
	
   

  	
  •

  	
  manufacture and supply of 100 Mk 3 Deckcheckers;

  
	
   

  	
  •

  	
  supply of 100 pre-assembly kits to the Purchaser;
  and 

  
	
   

  	
  •

  	
  supply of a further *** pre-assembly kits subject to the terms &
  conditions outlined in Part B, in particular Clause 20.

  
	
   

  	
   

  	
   

  






 

















 


 




	
  PART A

  






 




	
  SPECIFICATION  

  
	
  See Appendix 1.  
  

  






 




	
  SERVICES  

  
	
  A  10 Working Day training course on the
  assembly & operation of the Deckcheckers to be held in Las Vegas, Nevada,
  USA. The Purchaser will incur the costs relating to the travel and
  accommodation for the appointed trainer for the duration of the course.

  
	
  B.  VendingData will send 1-2 employees to New
  Zealand at a time agreed upon for training in assembly & manufacture of
  the units.  The Purchaser will incur
  the costs relating to the travel and accommodations, and Industrial Research
  will provide such training at no additional cost to the Purchaser. 

  






 




	
  Agreement-Commencement
  Date

  	
  26th November, 2002.

  






 




	
  CONTACT PERSONS  

  
	
   Industrial
  Research Ltd: James Downey Tel: + 64 9 373 8668, Email:
  j.downey@irl.cri.nz 

  
	
   

  
	
  VendingData Corporation: Steven Blad Tel: + 1 702 733 7195, Email:
  paula@VendingData.com

  






 

















 


“CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH


THE SECURITIES AND EXCHANGE COMMISSION”


 




PRICE





1) Upgrade & supply of
eleven  Mk2.9 Deckcheckers


	
  Item

  	
  Qty

  	
  Unit
  Price

  	
  Total

  
	
  Deck Checker
  Mk2.9 Upgrade

  	
  11

  	
  ***

  	
  ***

  



Payment structure 


              •30% payment down to commence work


              •30% upon shipping


              •40% Net 30 days


2) Manufacture &
supply of one hundred Mk3 Deckcheckers


	
  Item

  	
  Qty

  	
  Unit
  Price

  	
  Total

  
	
  * Deck
  Checker Mk3

  	
  100

  	
  ***

  	
  ***

  



*
excludes front & back covers and output box


Payment structure


              •30% payment down to commence work


              •25% by January 20th, 2003 (with
verification that would indicate completion is on schedule)


              •20% upon shipping


              •25% Net 30 days


3) Supply of one hundred Pre-assembly Kits


	
  Item

  	
  Qty

  	
  Unit
  Price

  	
  Total

  
	
  *
  Pre-assembly Kits

  	
  100

  	
  ***

  	
  ***

  



* excludes front & back covers and output box


Payment structure


              •30% payment down to commence work


              •25%  by
January 20th, 2003 (with verification that would indicate completion
is on schedule)


              •20% upon shipping


              •25% Net 30 days


All prices are in New Zealand dollars.. Prices are exclusive
of taxes, duties, shipping & handling. 


 

















 




DELIVERY





Upgrade & supply of eleven Mk2.9 Deckcheckers


Completed ready for shipping — December 31st,
2002.


Manufacture & supply of one hundred Mk3 Deckcheckers


Completed ready for shipping:


              •10 units by February 21st , 2003


              •20 units by February 28th, 2003


              •20 units March 7th, 2003


              •25 units 
March 14, 2003


              •25 units March 21st, 2003


Supply of one hundred Pre-assembly Kits


Ready for shipping:


              •25 units by March 28th, 2003


              •25 units by April 4th, 2003


              •25 units by April 11th, 2003


              •25 units by April 18th, 2003


 

















 




	
  PART B

  
	
  STANDARD TERMS AND CONDITIONS

  






 


1.                INTERPRETATION


 


1.1              Definitions:  In this agreement unless the context
otherwise requires:


 


                   “Commencement Date” means the
date specified in Part A.


 


                   “Deckchecker”
means the product manufactured and supplied by IRL in accordance with the
Specification set out in Part A.


 


                   “Delivery”
means the delivery of the items listed in Part A by IRL to the Purchaser.  “Deliver” and “Delivered” have a similar
meaning.


 


                   “Delivery Date” means the date
for the delivery of the items specified by the Purchaser in Part A.


 


                   “Delivery
Point” means the Purchaser’s warehouse or grocery trade central
distribution centre where Delivery is to be made, as specified to IRL by the
Purchaser.  A Delivery Point must not be
a retail store.


 


                   “Factory” means the Industrial
Research manufacturing facility.


 


                   “Packaging Materials” means
packaging and labelling materials for the items as specified in the
Specifications.


 


                   “Person” includes any body
corporate, association or partnership.


 


                   “Preassembly Kits” means the
components in the pre-assembly kit as specified in the Specification.


 


                   “Price” means the price set
out in Part A.


 


                   “Quarter” means the period in a Season 1
June to 31 August, 1 September to 30 November, 1 December to 28 or 29 February
or 1 March to 31 May.


 


                   “Services” means the services
to be provided by Industrial Research as specified in Part A.


 


                   “Specifications” means the
specifications set out in Part A.


 


                   “Working Day” means any day
other than Saturday, Sunday or a public holiday in Wellington, New Zealand.


 


1.2              General:


 


                   a)                A reference to any party to this
agreement includes that party’s successors and permitted assigns.


 


                   b)               Words importing the singular include the plural and
vice versa;


 


                   c)                Headings are inserted for convenience and do not
affect interpretation of this agreement.


 


                   d)               Amounts are in NZ$ unless otherwise stated and exclude
every tax and duty.


 


2.                SUPPLY
AND PURCHASE


 


2.1              Industrial
Research will manufacture, package and supply to the Purchaser, and the
Purchaser shall purchase from Industrial Research, 100 Deckcheckers and 11
Deckcheckers upgraded in accordance with the Specification on the terms and conditions
contained in this agreement.


 

















 


2.2              Industrial
Research will package and supply to the Purchaser, and the Purchaser shall
purchase from Industrial Research, 100 Pre-assembly Kits on the terms and
conditions contained in this agreement.


 


2.3              Industrial
Research will provide to the Purchaser the Services specified in Part A.  The Purchaser shall notify Industrial
Research within a reasonable time necessary for Industrial Research to arrange
all travel, training and documentation, the schedule for the training.


 


2.4              The
Purchaser acknowledges that the Price does not include the costs of airfare,
lodging and $30/day per diem but that the Price does include the cost of
delivering 2 trainers over that 10 day period.


 


2.5              The
Purchaser agrees to pay on an actual and reasonable basis the costs excluded
from the Price as recorded in clause 2.4.


 


3.                DELIVERY,
PROPERTY AND RISK


 


3.1              Industrial
Research will inform the Purchaser when any goods are available to be
despatched from Industrial Research’s premises, and the Purchaser will arrange
and meet the cost of transporting the same from Industrial Research to the
Purchaser.


 


3.2              The Purchaser assumes all risk in
the goods once they are despatched to the Purchaser.


 


3.3              The
Purchaser shall inspect any goods delivered to it as soon as practicable after
delivery and shall promptly notify Industrial Research of any defects in the
goods.  If the Purchaser does not notify
Industrial Research of any defects within 10 days of delivery to the Purchaser,
the Purchaser shall be deemed to have accepted the goods.


 


3.4              If
the Purchaser fails to take delivery of the goods within seven days of
receiving written notification of their readiness for despatch, Industrial
Research may charge the Purchaser for any costs incurred by it in storing the
goods, providing the delivery schedule is within the agreed upon schedule
dates.  Industrial Research shall be
entitled to sell or otherwise dispose of the goods after giving the Purchaser a
further thirty days notice.  Any surplus
upon a sale of goods pursuant to this clause after deducting Industrial
Research’s storage costs and all of its costs incurred in selling the goods
shall be offset against moneys owing from the Purchaser to Industrial
Research.  Any balance shall be refunded
to the Purchaser.  If the price received
by Industrial Research is insufficient to cover all of its storage and selling
costs, the Purchaser shall immediately pay the excess to Industrial Research.  The Purchaser reserves the right to apply
any monies paid for rejected goods to be applied towards non-rejected goods at
the discretion of the Purchaser.


 


3.5              Legal
and equitable title in any goods supplied by Industrial Research pursuant to
this agreement shall be retained by Industrial Research until all amounts payable
to Industrial Research under this agreement have been paid.  If the goods have not been paid for in full
within 30 days of the date on which payment was due Industrial Research may
enter the Purchaser’s premises at any reasonable time and seize the goods.


 


4.                PRICE
AND PAYMENT


 


4.1              The
Purchaser shall pay Industrial Research the Price for any Deckchecker or
Pre-assembly Kit and any Services ordered by, and despatched to, the Purchaser
as specified in Part A.


 


4.2              Industrial
Research shall invoice to the Purchaser upon notifying the Purchaser in
accordance with clause 3.1  Interest
shall be payable on overdue amounts at a rate equal to 5 percent above the base
lending rate of the Bank of New Zealand from time to time from the due date
until the date payment is received. 
Such interest shall accrue on a daily basis and be payable on demand.


 


4.3              Without
limiting any of Industrial Research’s other rights and remedies under this
agreement, if any payment under this agreement is not made on the due date Industrial
Research shall be entitled to suspend manufacturing or despatching goods or
performing any Service until such overdue payment is made.


 


5.                QUALITY


 


5.1              Industrial
Research will comply with the Specification when manufacturing and supplying
Deckcheckers and when supplying Pre-assembly Kits.


 


5.2              If
any goods supplied by Industrial Research does not comply with the
Specifications or any other requirement referred to in this agreement at
despatch and the Purchaser notifies Industrial Research within 10 days of
Delivery of such non-compliance, then the Purchaser shall be entitled to reject
such non-complying goods and Industrial Research shall, at the option of the
Purchaser, either use best endeavours to promptly replace such goods, or credit
the Purchaser with an amount equal to the Price of such goods.


 

















 


5.3              Industrial
Research shall exercise reasonable care and skill in manufacturing the
Deckcheckers, consistent with standards generally accepted in the scientific
professions.


 


6.                INDEMNITY
AND LIABILITY


 


6.1              In
no circumstances will Industrial Research be liable to the Purchaser for any
loss of profits or any consequential, indirect or special loss or damage of any
kind whatsoever.


 


6.2              Industrial
Research shall not be liable for any claim, proceeding, loss, cost, damage or
expense arising out of or in connection with:


 


                   a)                any error or omission in any
information obtained from any third party (including the  Purchaser);


 


                   b)               any act or omission of any third party (including the
Purchaser);


 


                   c)                any infringement by the Purchaser of any intellectual
property rights of third parties.


 


6.3              No
claim shall be made by the Purchaser against Industrial Research in respect of
the goods or services provided by Industrial Research under this agreement
unless notice of the claim has been given by the Purchaser to Industrial
Research in good faith and in reasonable detail within a period of 12 months
commencing on the date of expiry or termination of this agreement.


 


6.4              Notwithstanding
any other provision in this agreement, the liability of Industrial Research
(whether in contract, tort including negligence of otherwise) to the Purchaser
in any calendar year for any loss or damage suffered by the Purchaser
(howsoever arising) shall not, in aggregate in that calendar year, exceed the
amount (exclusive of goods and services tax, if any) paid for goods by the
Purchaser to Industrial Research under this agreement.


 


6.5              The
Purchaser agrees that, for the benefit of Industrial Research’s subsidiaries,
officers, employees and subcontractors, the Purchaser will not make any claim
against any such subsidiaries, officers, employees or subcontractors for any
loss or damage sustained by the Purchaser arising out of or in connection with
the Work to be carried out by Industrial Research under this agreement.


 


6.6              Clause
6.5 is enforceable at the suit of Industrial Research and its subsidiaries,
officers, employees and contractors.


 


6.7              Industrial
Research warrants that clear title to any goods provided to the Purchaser
pursuant to this agreement will pass to the Purchaser when title passes.  To the extent allowed by law every other
warranty or guarantee implied by custom or law in relation to the goods or
services provided by Industrial Research under this agreement is excluded including,
without limitation, any warranty that the goods or services provided are fit
for their intended purpose.  the
Purchaser agrees that the services and goods (if any) provided by Industrial
Research are supplied for business purposes.


 


6.8              If
a third party alleges any liability (whether actual or contingent) or commences
any proceedings against Industrial Research or the Purchaser (“third party
claim”) in respect of which that party (“claiming party”) makes, or is
in a position where it could reasonably anticipate that it might seek to make,
any claim against the other party (“defending party”), the following procedures
shall apply:


 


                   a)                the claiming party shall
immediately give notice of the third party claim to the defending party;


 


                   b)               the claiming party will not make
any payment or admission of liability in respect of the third party claim
without the prior written consent of the defending party;


 


                   c)                the defending party  may elect to defend in the name of the
claiming party any third party claim involving any litigation.  The defending party must notify the claiming
party of its election within 14 days of receiving notice of the third party
claim.  The claiming party shall provide
or procure to be provided such assistance as the defending party may reasonably
require provided that the defending party agrees to pay the costs of the
claiming party in providing assistance in defending the third party claim; and


 


                   d)               the claiming party shall take all
reasonable steps to avoid or mitigate any loss or liability which might give
rise to a claim and will not take any active steps which would or could
directly and inevitably result in the occurrence of an indemnifiable event.


 

















 


7.                CONTACT
PERSON


 


7.1              Each
party shall nominate in writing a representative who shall represent it in all
matters pertaining to this agreement (“Contact
Person”). The initial Contact Person for each party is set out in
Part A.  The Contact Person may be
altered by its appointing party at any time by written notice.


 


8.                CONFIDENTIAL
INFORMATION


 


8.1              During
the term of this agreement it may be necessary for one party to disclose to the
other certain confidential information including, but not limited to, research
and development information, product information, manufacturing information,
testing methods or results, materials of any kind which can reasonably be
regarded as being sensitive to and/or of commercial value to the other party,
any materials designated by the disclosing party as being “confidential”, and
quality assurance requirements (“Confidential Information”).


 


8.2              Each
party (including its employees and all persons under its control) that receives
any such Confidential Information from the other party (including its employees
and all persons under its control) shall exercise due care at all times to
prevent the unauthorised disclosure or use of that Confidential Information.


 


8.3              Confidential
Information shall only be used by the other party for the purposes of
performing its obligations under this agreement or for such other purpose as
may be agreed by the disclosing party. 
These obligations shall not apply to:


 


                   a)                information which is or becomes
(through no breach or fault of the receiving party) patented, published or
otherwise part of the public domain; and


 


                   b)               information which is required to
be provided under penalty of law provided 
that the receiving party has taken such steps as are available under law
(but not the institution of legal action) to protect such information and
notifies the disclosing party hereunder of its obligation to make such
disclosure prior to the time such disclosure is made.


 


8.4              The
obligations contained in this clause 8 shall be in full force and effect from
the date of this agreement and shall continue in full force and effect after
the termination or expiration of this agreement.


 


8.5              The provisions of this clause 8
are subject to the provisions of clause 9.


 


9.                INTELLECTUAL
PROPERTY RIGHTS


 


9.1              Unless
otherwise agreed in writing, all intellectual property rights and other rights
of a proprietary nature subsisting in each party prior to the commencement of
this agreement shall remain with that party.


 


9.2              Industrial
Research acknowledges that all patents, patent applications, trade marks, trade
mark applications and other intellectual property rights and other rights of a
proprietary nature subsisting in or relating to the Deckchecker are the sole
and exclusive property of the Purchaser (“Product
IP”).  Nothing in this
agreement shall be construed as providing, or otherwise transferring, any of
the Product IP to Industrial Research.


 


9.3              For
the term of this agreement, only, the Purchaser grants Industrial Research a
non-exclusive licence to the Product IP for the sole purpose of manufacturing,
for the sole and exclusive benefit of the Purchaser, the Deckchecker in New
Zealand, including the application of any of the Purchaser’s trade marks to the
Deckchecker.  Notwithstanding any other
term or condition of this agreement, the Purchaser may revoke this non-exclusive
license, in its sole discretion, at anytime, for any reason, or for no reason
whatsoever.


 


9.4              Industrial
Research shall not, at any time during the term of this agreement or after the
termination or expiration of this agreement, contest or challenge in any legal
proceedings or otherwise, the Purchaser’s ownership of the Product IP.


 


10.             TERMINATION


 


10.1            Without
prejudice to any other right or remedy it may have, either party (“the Terminating Party”) may terminate this
agreement forthwith by written notice to the other party (“the Defaulting Party”) on the happening of any
of the following:


 

















 


                   a)                the commission of a material
breach of this agreement by the Defaulting Party provided that, if such breach
is capable of remedy, notice of termination shall not take effect unless the Defaulting
Party has failed to remedy such breach to the reasonable satisfaction of the
Terminating Party within 30 days 
following receipt by the Defaulting Party of notice of termination
specifying the breach concerned.  For
the purposes of this clause, the following shall be deemed to be a material
breach of this agreement: i. a failure to pay any sum of money on the due date,
and ii. a failure to provide the Deckchecker or pre-assembly kits on or before
the dates specified herein.


 


                   b)               the commencement of a winding up
of the Defaulting Party (otherwise than for the purposes of a solvent
reconstruction of the Defaulting Party) or the appointment of a receiver,
statutory manager or other similar functionary over any of the assets or
undertakings of the Defaulting Party.


 


10.2            The
termination of this agreement shall not relieve a party of due performance by
such party of any obligation assumed by or imposed on that party under this
agreement at any time prior to termination.


 


11.             DISPUTES


 


11.1            In
the event of any dispute or disagreement between the parties arising out of or
in connection with this agreement (“Dispute”), the Contact Person of each party
will negotiate in good faith in an attempt to resolve the Dispute.


 


11.2            If
the Contact Persons are unable to resolve a Dispute within 14 days (or such
longer period as the parties may agree) of both Contacts Persons being made
aware of the existence of the Dispute, the matter shall be referred to senior
representatives of both parties who shall then negotiate in good faith in an
attempt to resolve the Dispute.


 


11.3            Other
than in the case of urgent interlocutory relief, no party will instigate any
arbitration or court proceedings in relation to a Dispute, unless and until the
dispute resolution procedures set out in clauses 11.1 and 11.2 have been
exhausted.


 


11.4            If
the senior representatives of both parties are unable to resolve a Dispute
within 14 days of the Dispute being referred to them in accordance with clause
11.2, either party may refer the Dispute to mediation or arbitration, as they
determine.


 


12.             FORCE
MAJEURE


 


12.1            Each
party shall promptly notify the other in writing of any situation or event
arising from circumstances beyond the reasonable control of that party which
makes it impossible for that party to carry out in whole or in part its
obligations under this agreement. 
Neither party shall be liable for any failure to perform its obligations
hereunder if prevented from doing so by reason of any such situation or event,
provided that it shall have used all reasonable endeavours to perform its
obligations notwithstanding such situation or event.


 


13.             MODIFICATION
AND ASSIGNMENT


 


13.1            No
modification of this agreement shall be valid unless in writing and signed by
an authorised signatory of each party.


 


13.2            Industrial
Research shall not assign or otherwise transfer its rights or obligations under
this agreement without the prior written consent of the Purchaser (such consent
not to be unreasonably withheld).


 


14.             WAIVER


 


14.1            A
failure by a party to enforce a provision of this agreement shall not
constitute a waiver of any right to future enforcement of that or any other
provision.


 


15.             NOTICES


 


15.1            Any
notice required or permitted to be given to a party under this agreement shall
be delivered or sent by registered post addressed to the registered office to
Steven J. Blad, and a copy to Stacie L. Brown , with a supplemental copy to be
sent by facsimile transmission or electronic mail.  Any notice sent by registered post shall be deemed to have been
received on the fifth business day following posting by registered post.


 

















 


“CONFIDENTIAL MATERIAL REDACTED AND FILED
SEPARATELY WITH


THE SECURITIES AND EXCHANGE COMMISSION”


 


16.             BINDING
NATURE, SEVERABILITY


 


16.1            This agreement shall be binding upon
the successors and permitted assigns of the parties.


 


16.2            In
the event that any term or provision of this agreement is unlawful, such
provision shall be severed to the extent of such violation and the remaining
provisions enforceable, but only if the severance does not materially affect
the purpose of, or frustrate, this agreement.


 


17.             ENTIRE AGREEMENT/VARIATIONS


 


17.1            This contract records the entire agreement, and
prevails over any earlier agreement, concerning its subject.  A variation is only effective if signed by
each party.


 


18.             APPLICABLE
LAW


 


18.1            This agreement shall be governed by, and construed in
accordance with, the laws of New Zealand and each party submits to the
non-exclusive jurisdiction of New Zealand.


 


19.             SUPPLY
AND PURCHASE OF FURTHER ***
PRE-ASSEMBLY KITS


 


19.1            The
Purchaser warrants to Industrial Research that it will purchase a further *** Pre-assembly Kits
from Industrial Research during the twelve month period following delivery of
the items outlined in Part A.


 


19.2            The parties agree that the price for
the further ***
Pre-assembly Kits will be:


 


                   a)                negotiated in good faith by the parties during the
performance of this agreement;


 


                   b)               based on the formula (x + 15%) + *** per unit where x is
the actual and reasonable cost to Industrial Research to supply the
Pre-assembly Kits; and


 


                   c)                no greater than the price quoted
by Industrial Research to the Purchaser on 15th November, 2002 of *** NZD.


 


19.3            The
parties agree that the supply of the *** Pre-assembly Kits shall be in accordance with this
agreement. 


 

















 


Appendix
1


 


 


 


 


 


 


 


Deck Checker Mk3 Production


 


 


Functional Specification and Operational Guarantee


 

















 


Contents


 


	
  Contents i

  
	
  1.

  	
  Introduction

  	
  2

  
	
   

  	
  1.1

  	
  Overview

  	
  2

  
	
  2.

  	
  Physical Specification

  	
  3

  
	
  3.

  	
  Card Handling Specification

  	
  3

  
	
   

  	
  3.1

  	
  Required Conditions

  	
  3

  
	
   

  	
  3.2

  	
  Guaranteed Operation

  	
  3

  
	
  4.

  	
  Inspection Specification

  	
  4

  
	
   

  	
  4.1

  	
  Required Conditions

  	
  4

  
	
   

  	
  4.2

  	
  Guaranteed Operation

  	
  4

  
	
  5.

  	
  Operational Functionality

  	
  5

  
	
  6.

  	
  Operational
  Output

  	
  6

  
	
  7.

  	
  Unit
  Maintenance

  	
  7

  
	
   

  	
  7.1

  	
  Maintenance

  	
  7

  
	
   

  	
  7.2

  	
  Consumables

  	
  7

  


















2


 


 


 




 





1.              INTRODUCTION


 


 


 


1.1             Overview


 


This document
is intended as a conservative specification of the operational limits of the
Mk3 Deck Checker machine.  This acts as
a specification of the deliverable functionality of the first 100 units
produced and the eleven units upgraded.  During
production of the first 100 units, the details in this specification will be
refined to produce a specification for the operational limits of future
manufactured machines.  In the future
case, the specification will do no worse than the details contained in this
document.  That is: the performance that
we will guarantee to achieve, under specified conditions, may improve over that
which is guaranteed by this specification.

















 


3


 


 


 




 





2.              PHYSICAL SPECIFICATION


 


2.1             Supply
power voltage anywhere in the range 100-240VAC


2.2             Supply
power frequency anywhere in the range 50-60Hz


2.3             Supply
current draw no more than 2A (fused)


2.4             Extrema
dimensions, infeed door closed, wxdxh = 340x300x420mm


2.5             Width
required to open the infeed door = 500mm


2.6             Dimension
between mounting points for output box = 160mm


2.7             Weight,
excluding cards, in the range 20-22kg


2.8             Wiring
assembled according to NZ electrical wiring standards


 


 


 




 





3.              CARD HANDLING SPECIFICATION


 


3.1             Required Conditions


 


3.1.1          The entire deck checker unit must be adjusted in
accordance with documented operating procedures


3.1.2          Length of the cards must be in the range 85-90mm


3.1.3          Width of the cards must be in the range 60-65mm


3.1.4          Thickness of the cards must be in the range
0.25-0.35mm


3.1.5          Thickness variability of the cards must be less than
0.05mm


3.1.6          Card stack at infeed must be less than 140mm
uncompressed


3.1.7          Cards must be in reasonably clean condition


3.1.8                              Deformation of cards must be insufficient to prevent
a card from passing under the first gate (~3mm) without compression*


3.1.9          Card design/type must be individually approved by
IRL**


 


3.2             Guaranteed Operation


 


3.2.1          Throughput
in the range 200-280 cards per minute, depending upon condition of cards


3.2.2          Card
singulation guaranteed (the drive motor will stall rather than double feed
cards)


 


*                                                  The
unit will perform considerably better than this specification, but there may be
specific circumstances  (outside of
those specified here) in which feeding cannot be guaranteed


 


**                                           Card
design/type is considered unique for feeding if any of the following is
different from a previously approved card type:  any dimensions, texture of card surface front or back, material
of card construction, coating of card material

















 


4


 


 


 




 





4.              INSPECTION SPECIFICATION


 


4.1             Required Conditions


 


4.1.1          The
entire deck checker unit must be adjusted in accordance with documented
operating procedures


4.1.2          Symbol
template training must be performed in accordance with documented operating
procedures


4.1.3                              Cards
must meet the card handling required conditions


4.1.4          Card
design/type must be individually approved by IRL**


 


4.2             Guaranteed Operation


 


4.2.1          Legal
characters recognised Ace, 2 through 10, Jack, Queen, King, Heart, Diamond,
Club, Spade


4.2.2          Inspection
throughput matches card handling specification


4.2.3          False
accepts† 0%, inspection will fail safe


4.2.4                              False
rejects less than 1 in 50,000 cards, depending upon condition of cards and state
of unit maintenance


 


**                                           Card
design/type is considered unique for inspection if any of the following is
different from a previously approved card type:  position of printing on face of card, colour of printing on face
of card, texture of face surface of card, colour of card material or
coating.  Approval is based upon: colour
of printing, colour of card material, texture of card surface, position of
characters, separation of characters, printing consistency as determined by IRL
in controlled trials using a test inspection unit


 


†                                                   A
false accept is a Pass result for an inspection batch‡ which does
not contain a full compliment of correct playing cards.  That is; it was not correctly detected that
there was an extra card present and/or a required card missing and/or a card
facing the wrong way up


 


‡                                                 An
inspection batch is up to a maximum of 8 decks of playing cards all of the same
manufacture.  That is; all of the same
make, model and colour of IRL approved playing cards**

















 


5


 


 


 




 





5.              OPERATIONAL FUNCTIONALITY


 


5.1                                        Communication
with the deck checker unit during normal operation is via 16 character keypad
and 4 line LCD display


5.2                                        Communication
with the deck checker unit during template training is via 16 character keypad
and standard video monitor


5.3                                        An
optical sensor checks for presence of cards at the infeed at all times, when no
cards are present inspection is stopped


5.4                                        A
microswitch sensor checks for presence of a correctly fitted output box at all
times during inspection, if no box is present inspection is aborted


5.5                                        A card jam is reported if the camera detects
no cards for a given delay, when there are cards still present at the infeed
sensor


5.6             A card jam is reported if the camera detects
a single card for more than a given delay


5.7                                        A
card is reported as boxed if the
image of the card was confusing or noisy to the camera due to complex patterns
on the card surface


5.8                                        A
card is reported as unrecognised
if the characters detected are outside the user set tolerance values to match
any trained template


5.9             The
card manufacturer must be specificied at initiation of inspection


5.10           The
game must be specificied at initiation of inspection


5.11           An
operator number may be specificied at initiation of inspection


5.12           An
table/pit number may be specificied at initiation of inspection


5.13           Up
to 8 decks may be processed at one time


5.14           Decks
may be processed in multiple batches without discontinuity of inspection
tracking


5.15           A
seal number must be entered before completetion of a successful inspection


5.16                                 A
printed report will always attend a successful inspection, and may also attend
an failed inspection upon request


5.17           A
red light will light up upon the completion of a failed inspection


5.18           A
green light will light up upon the completion of a successful inspection

















 


6


 


 


 




 





6.              OPERATIONAL OUTPUT


 


6.1             On-board
memory retains a record of the following data:


 


              •                 Unit
serial number


              •                 Cardometer
reading


              •                 Time and Date


              •                 Supervisor PIN
number


              •                 Game name (x6)


              •                 Card
manufacturer/type (x6)


              •                 Deck symbol
configuration  (x1 per game)


              •                 Inspection region
(x1 per card type)


              •                 Lighting
threshold value


              •                 Suit match
tolerance value (1x per card type)


              •                 Symbol match
tolerance value (1x per card type)


 


6.2             At
the completion of a failed inspection the following details can be read from
the LCD, and may be printed upon request:


 


              •                 Inspection result
(FAIL)


              •                 Time and Date


              •                 Suit and symbol
of cards missing from the inspection count


              •                 Suit and symbol
of extra cards found in the inspection count


              •                 Number of cards
detected with unrecognised characters


              •                 Number of cards
detected deemed to be boxed


 


6.3             At
the completion of a successful inspection the following details will be printed
on the inspection report:


 


              •                 Inspection result
(PASS)


              •                 Time and Date


              •                 Operator number


              •                 Table/pit number


              •                 Number of decks
inspected


              •                 Seal number

















 


7


 


 


 




 





7.              UNIT MAINTENANCE


 


7.1             Maintenance


 


7.1.1          Vaccumm
dust — monthly or more often as required


7.1.2          Card
floor surfaces clean — monthly or more often as required


7.1.3          Optical
sensor surface clean — monthly or more often as required


7.1.4          Rollers
clean — monthly or more often as required


7.1.5          General
exterior clean — monthly or more often as required


7.1.6          Gate
adjustment tested — monthly or more often as required


 


7.2             Consumables


 


7.2.1          Printer
paper


7.2.2          Fuses


7.2.3          Light
bulbs


7.2.4          O-rings


7.2.5          Adjustable
(floating) weight


7.2.6          Roller
brushes


7.2.7          Antistatic
brush


7.2.8          Main
Drive Belt


7.2.9          Elevator
Drive Belt