EMPLOYMENT CONTRACT AGREEMENT

Exhibit 10.4

EMPLOYMENT CONTRACT AGREEMENT

     THIS AGREEMENT made and entered into on this 12th day of September, 2005 by and between the following parties:

	A.		Inn of the Mountain Gods Resort and Casino, a Mescalero Apache Tribal enterprise at 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, hereinafter referred to as “IMG”.
	B.		Xxxxx Xxxxx, CPA, 00000 X. 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx, 00000, hereinafter referred to as “Xxxxx”.

     THE PARTIES AGREEING AS FOLLOWS:

     Overview of situation: Xxxxxx Half, Inc., (RHI) and Protiviti, LLC, recommended IMG use Xxxxx as a consultant to fill in the void at IMG created in August 2005 when both the CFO and Financial Director/Control resigned.

     Xxxxx, an independent contractor and employee of RHI had his timesheets approved by IMG management, after which RHI bills IMG for Xxxxx’x services.

     RHI, in hiring Xxxxx, understood the unique nature of Xxxxx’x services, in which he frequently becomes an employee of the company, enabling him to complete the full scope of his services. Also unique to Xxxxx, even as an employee, is the short-term nature of his projects. His specialties include turnarounds, restructuring and acquisitions.

     IMG’s situation is common place in Xxxxx’x area of specialization. It is agreed by all parties the “fit” and suitability of Xxxxx’x expertise will benefit IMG. Xxxxx and IMG management are in the process of preparing a short, specific list of projects and deliverables to be completed in an estimated six (6) months time frame — a typical engagement for Xxxxx, when employed full time.

     Based upon this overview and the agreement of IMG and Xxxxx the parties agree as follows:

	1.		Xxxxx shall be employed by IMG as a full time employee at the rate of $15,000.00 per month commencing as of September 19, 2005.
	2.		The term of such employment is presently estimated by the parties at six (6) months.
	3.		That in addition, Xxxxx will be paid for reasonable travel to and from Scottsdale, Arizona and reimbursement for direct business expenses. Xxxxx is self insured for medical health insurance and due to the short term nature of his employment he shall not be included in the IMG’s employment benefit retirement plan.
	4.		Xxxxx shall be included under the IMG’s D&O liability policy or other coverage.
	5.		Based upon the unique specialization of Xxxxx and the nature of the scope of employment of Xxxxx there shall be no severance agreement in regard to employment of Xxxxx. When Xxxxx and IMG have reached a mutually satisfactory termination of the projects provided by this agreement, the assignments to Xxxxx have been completed to the mutual satisfaction of the parties, Xxxxx will become a free agent including exercising his option to resume consulting.
	6.		The compensation as outlined above, other than bonuses set forth herein shall be paid in advance, monthly to Xxxxx. Payments shall be paid on the first day of each month. Payment for the period of September 19 — September 30, 2005 has been prorated.
	7.		IMG and Xxxxx represent and agree to each other that satisfactory arrangements have been made with RHI and Protiviti LLC as to the terms stated herein and

2

			IMG further represents that the Management Board has approved Xxxxx as acting Chief Financial Officer for the IMG.
	8.		IMG may terminate Xxxxx with or without cause at any time. IMG agrees that Xxxxx shall be entitled to a thirty (30) day notice of any termination of his employment. The only exception to same would be a mutual agreement by Xxxxx and the IMG that the tasks or projects covered by this agreement have been completed.
	9.		The parties agree that the general outline or scope of the services to be performed by Xxxxx is as follows:

	A.		Performance of duties customarily performed by a CFO of a publicly traded corporation, including completion of all reports and filings required by the securities laws.
	B.		Other projects and duties as may be agreed upon by the parties.

	10.		In consideration of this agreement, IMG has paid Xxxxx a sign on bonus of $12,000.00.
	11.		At the end of the contract period and the completion of the projects by Xxxxx, the parties shall also discuss other equitable bonus arrangements for Xxxxx.
	12.		IMG represents and agrees that they have arranged with RHI for appropriate compensation to RHI for transfer of Xxxxx from his consultant status to an employee of IMG and all costs related to such arrangement shall be the sole expense of IMG.
	13.		This is a personal services agreement between the parties and may not be assigned by either party.

3

	14.		Xxxxx shall report to the Chief Operating Officer.
	15.		For purposes of notices under this agreement the following addresses shall be applicable:

	A.		Inn of the Mountain God Resort and Casino 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000.
	B.		Xxxxx Xxxxx, CPA 00000 X. 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000.
	C.		A copy of any notice shall be sent to F. Xxxxxxxx Xxxxxxxxx, Esq. 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. Notice to Xx. Xxxxxxxxx is not notice under the terms and provisions of this agreement.

	16.		This Agreement shall be governed in all respects by the laws of the Mescalero Apache Tribe.
	17.		The parties acknowledge that this agreement has been negotiated and executed in Mescalero, Xxxxx County, New Mexico. Performance under this agreement shall be in Mescalero, New Mexico. Any litigation that may be brought by either IMG or Xxxxx involving the enforcement of this agreement or the rights, duties or obligations of this agreement shall be brought exclusively in the Tribal Court, Mescalero, New Mexico or federal courts having jurisdiction over the Mescalero Apache Tribe.
	18.		The parties agree to execute any and all other instruments necessary for implementing the terms and provisions of this agreement.

4

19. This agreement constitutes the entire contract between the parties relative to the subject matter hereof. Any previous agreement between the parties with respect to the subject matter hereof is superseded by this agreement.

Inn of the Mountain Gods Resort and
Casino:

/s/ Xxxx X. Chino				/s/ Xxxxx Xxxxx
Xxxx X. Chino, Chairperson				Xxxxx Xxxxx, CPA

5