THIS MEMORANDUM OF JOINT VENTURE AGREEMENT (the "Agreement") is entered into this 15th
day of April, 1989, by and between LA YATE COMPANY LIMITED a Hong Kong Corporation (LYL) and
SBI Communications, Inc., a Utah Corporation (SBI).
In consideration of the mutual promises of the parties and for other good and valuable consideration, the parties
do hereby agree as follows: -
1. FORMATION OF JOINT VENTURE
(a) The parties hereto agree to form a joint venture for the purpose of financing, developing and producing a
television game show currently entitled "Satellite Bingo" (the "Project") for commercial television broadcast, and
such other rights of exploitation as the parties deem commercially viable in Hong Kong. LYL shall be given a right
to first refusal to form joint venture or other legal relationship with SBI in connection with the Project in other
Asian countries. SBI agrees to make the same proposals to LYL that it makes to other entities relative to the
Project in other Asian countries. LYL shall have 21 days from receipt of the proposal to accept or reject the
proposal. Nothing in this paragraph shall restrict SBI's rights to negotiate with others regarding the Project. In the
event that no response is submitted by LYL within the above stated period, SBI may immediately execute
contracts with other entities, without notice to LYL.
(b) This joint venture shall be deemed formed pursuant to and subject to the provisions of the California
Corporations Code, Title 2, Chapter 1, known as Uniform Partnership Act; provided that if any provisions of this
Agreement is inconsistent
Form 10-SB Dated August 31, 1996, Page 99
with any provision of said Uniform Partnership Act, then the provisions of this Agreement shall prevail to the
extent permitted by law.
(c) The name of this joint venture shall be "Satellite Bingo, Ltd.".
2. Principal Place of Business
The principal place of business of the joint venture shall be 509 Tak Shing House, 20 Des Voeux Road Central,