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The following is an excerpt from a 8-K SEC Filing, filed by VOYAGER ENTERTAINMENT INTERNATIONAL INC on 1/18/2005.
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VOYAGER ENTERTAINMENT INTERNATIONAL INC - 8-K - 20050118 - EXHIBIT_99

EXHIBIT 99.1

AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into this 7th day of January 2005, by and between Allied Investment House ("AIH"), a U.A.E. corporation and Voyager Entertainment International Inc. ("VEII"), a Nevada corporation, collectively referred to as the "Parties."

1. Overall Structure. The goal of the Parties is to initiate and finalize appropriate due diligence towards a potential joint venture of a new entity ("Newco") to be jointly owned by AIH (or its partners/affiliates) and VEII (or its assigns). Upon successful negotiations, Newco will be formed to accomplish the following:

a. AIH (or its partners/affiliates) will provide sufficient funding for the acquisition of the land and for the mutually agreed construction budget (currently estimated at $150M) and provide the local expertise and relationships for the development of a Voyager Orbitor Wheel (the "Wheel") in Abu Dhabi, as well as any associated restaurants and/or hotels (collectively the "Project"). AIH (or its partners/affiliates) will own a percentage of Newco. It is understood that AIH will take Newco public as a publicly formed Company and will be listed on a regional or international exchange.

b. VEII (or its assigns) will provide the intellectual property, technology, know how and relationships for the Project. VEII (or its assigns) will own a percentage of Newco and will receive an amount of gross revenues from the project to be negotiated. VEII (or its assigns) will also be paid a negotiated premium above and beyond the agreed upon construction costs for the Project for designing the Wheel and building of the Project. VEII (or its assigns) will be the manager of the Project for Newco and will be authorized to contract with a third-party management company approved by Allied. VEII (or its assigns) will own a percentage of the new publicly formed U.A.E. Company

c. The exact structure and term sheet for Newco will be negotiated and will be properly documented in separate definitive contract if agreement is reached. The term sheet will be guided by generally accepted principles of valuation for such Projects.

2. Negotiations. The Parties will use their best efforts to complete their due diligence and consummate the transaction with definitive agreements by 6:00PM PST February 20, 2005.

a. From the date of this Agreement to the deadline for "consummation" the Parties agree not to negotiate or enter into or continue discussions with any other person or company or solicit or encourage, directly or indirectly, or furnish information to any other person or company, with respect to a similar business arrangement, in the GCC and Middle East. The Parties will immediately notify any previous


parties to immediately cease and desist all current discussions, presentations, negotiations, etc. in the region.

b. Upon completion of a definitive agreement, the Parties agree to make a trip to the UAE for a formal presentation to the relevant authorities and decision makers, within a mutually agreed upon and relevant time frame.

c. If a definitive agreement is finalized, the Parties will revoke all other agreements, cease all negotiations with other parties, and guarantee total exclusivity with each other for the Wheel and the Project for the GCC and the Middle East.

d. If a definitive agreement is finalized, VEII (or its assigns) will grant first right of refusal to AIH for the Middle East,

i. Where first right of refusal has already been granted to another party, VEII (or its assigns) will grant AIH second right of refusal on any future projects in whole or in part anywhere in the world

ii. In the event the party with "first right of refusal" status declines or forfeits for non-performance at any time and does not take up their right, their right must be revoked for any future options, and this right will then revert to AIH.

3. Confidentiality of Negotiations. The Parties shall use best efforts to maintain at all times as confidential information the fact that they have executed this Agreement, the terms of this Agreement and the existence and content of any negotiations between us except that both parties may (i) inform advisors, counsel, and employees with a need to know as each party deems necessary, and (ii) make appropriate disclosures if required by applicable laws.

4. Acknowledgement of Confidentiality: SIGNING PARTIES hereby acknowledges that he/she has been or may be exposed to confidential and proprietary information collectively, 'Confidential Information' throughout the negotiation period:

a. Technical Information, including functional and technical specifications, designs, drawings, security measures, methods of manufacture or development;

b. Business information, including sales and marketing materials, products or technology plans, business opportunities, client lists, accounting and financial information, and

i. Any other confidential or proprietary information disclosed or learned through access to VEII.

ii. Any information designated in writing as confidential.

5. Remedies for Breach of Confidentiality: Any breach of this agreement will entitle the Parties herein to an immediate injunction against the other. The Party that is in breach will pay any revenue gained, through any breaches as assigned above, and to reimburse any and all legal costs incurred in any action due to breach.

6. Governing Law. This Agreement shall be governed by the laws of the State of Nevada.


7. Entirety. This Agreement constitutes the entire understanding and agreement between the Parties hereto and their affiliate with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of such Parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the Parties hereto. This Agreement and its exhibit hereto may be amended only by written agreement, signed by the Parties to be bound by the amendment.

8. Construction. This Agreement shall be construed according to its fair meaning and not strictly for or against either party.

9. Miscelaneous: The parties agree to work in good faith and with fair dealing in carrying out the intent and themes of this Agreement. No paragraph in this Agreement conflicts with any other paragraph in any agreements that Voyager may have previously entered into including but not limited to section (2.) (d.). If the Parties fail to enter into a definitive agreement then they may part without any obligation to each other, except that Voyager shall retain 100% ownership in all intellectual property to include designs, drawings engineering, architectural and structural design, etc,. All information released to the public including press releases must be approved by both Voyager and AIH.

ALLIED INVESTMENT HOUSE, INC.,               VOYAGER ENTERTAINMENT
a U.A.E. corporation                         INTERNATIONAL, INC.,
                                             a Nevada corporation

By: ______________________________ By: __________________________ Mohammed Khan,CEO Richard L. Hannigan, Sr., CEO


EXHIBIT 99.2

Allied Investment House and Voyager Entertainment have Agreed to build a 600 ft. Observation Wheel in the GCC

LAS VEGAS, January 18, 2005 /PRNewswire-FirstCall via COMTEX/ -- Voyager Entertainment International, Inc. (OTC Bulletin Board: VEII), an entertainment development company, announced today that Allied Investment House (AIH) and Voyager Entertainment International Inc. will, through a Joint Venture Agreement, build a 600ft Observation Wheel in the GCC (Gulf Cooperation Council
- which consists of among others, the UAE, Bahrain, Qatar, Oman and several other countries). Within this region, is one of the most powerful and vibrant real estate markets in the world.

Allied Investment House will provide Voyager, 100% of the project financing, up to $150 million. Voyager will design, construct and manage the project. The ownership and operational relationship between AIH and Voyager will be detailed in a Definitive Agreement, to be completed and released within sixty days. Additionally, Voyager and AIH will form a GCC company that will be listed on a stock exchange in the region.

Currently a new design is under development by the Paul Steelman Design Group. This new design will rival the world-class architecture of the region. The new design and location will be unveiled at the signing ceremony for the definitive agreement

Project Information

The location for the project is in a very dynamic real estate market as well as a high tourism area. This site is strategically important for the project as a whole, as well as the Country where it will be located.

Mohammed Khan, CEO of Allied Investment House, stated, "This is one of the most exciting projects to come to the region. We believe the Voyager Orbitor project will become one of the most recognized global icons." Moreover, Aqeel Zaman, head of AIH's Real Estate Development Group, believes the Voyager Wheel Project will be "one of the most iconic, visually stunning and unique development projects in the region."

Richard L. Hannigan Sr. President and CEO of Voyager Entertainment International, Inc. stated, "Signing this joint venture Agreement with Allied Investment House, Inc. solidifies a team effort several months in the making and the start of a long term relationship. We look forward to building this "World Class" project in the GCC and taking our place side by side other architectural icons. This announcement signifies the beginning of Voyager's journey to design, build and manage Observation Wheel projects in the USA as well as international venues.

Allied Investment House

Allied Investment House operating out of the UAE to focus on the GCC and the Middle East.

Since its inception, AIH has successfully funded companies and re-structured their operating methodologies to conform to changing market environments. The overall experience set of the AIH team include


transactions that have peaked well past $2 Billion.

Key areas of focus for AIH include:

Corporate Finance & Advise (IPO/RTO's, Strategic Alliances, restructuring, etc), Business Development/International expansion strategies, Asset Management (Equities, Alternative asset classes, Hedge Funds, etc)
Mergers & Acquisitions, and
Real Estate Development.

Allied Investment House offices are located in Washington D.C., Los Angeles, Toronto, Hong Kong, and Dubai.

Voyager Entertainment International, Inc. Voyager is an entertainment development company that has plans to construct the "World's Tallest Observation Wheel," which we expect to be a 600-foot tall high-tech attraction that would have, upon completion, the capacity of 7,500,000 guests per year with an average individual ride ticket of $18.00. We anticipate that each Observation Wheel would consist of 30 Orbitors seating 20 passengers and making a complete revolution approximately every 27 minutes. Our current Orbitor design consists of its own galley and lavatory to achieve the maximum comfort and safety for our guests.

Statements in is this press release which are not historical, including statements regarding Voyager's or management's intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Such statements include statements that Voyager and Allied Investment House will joint venture where Allied will provide all of the funding of the project and Voyager will design construct and manage the project. There are factors that could have an effect on "forward looking" statements, such as all parties agreeing to the terms and conditions of a definitive agreement to build the project noted above. Since these statements involve risks and uncertainties and are subject to change at any time, Voyager's actual results could differ materially from expected results. Voyager undertakes no obligation to publicly update or revise forward-looking statements whether as a result of new information or otherwise. It is important to note that Voyager's actual results could differ materially from those in any such forward-looking statements. Various factors could cause actual results to differ materially, such as the risk factors listed from time to time in Voyager's filings with the Securities and Exchange Commission, including but not limited to, the annual report on Form 10-KSB for the year ended December 31, 2003, Form 10-QSB for the quarterly period ended March 31, 2004, Form 10-QSB for the quarterly period ended June 30, 2004, and for the quarterly period ended September 30, 2004.

SOURCE Voyager Entertainment International, Inc. CONTACT: Richard Hannigan, Chief Executive Officer of Voyager Entertainment International, Inc., +1-702-221-8070

URL: http://www.voyager-ent.com
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