CONSULTING AGREEMENT
This Consulting Agreement is entered into this 10th day of December, 1999,
by and between LEISURE TIME CASINOS & RESORTS, INC., a Colorado corporation,
having an address at 0000 Xxxxxxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000
("Leisure Time"), and MOGO FINANCIAL MANAGEMENT COMPANY D/B/A MOGO TECHNICAL
CONSULTANTS, a Georgia corporation, having an address at 0000 Xxxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 ("Consultant").
RECITALS
1. Consultant is in the business of consulting with certain companies
in connection with the designing, developing and manufacturing of electronic
circuit boards for use in the electronics industry.
2. Leisure Time develops and manufactures video gaming machines which
could use the electronic circuit boards designed, developed and manufactured by
companies with which Consultant works.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, Leisure Time and Consultant,
intending to be legally bound, agree as follows:
1. Consultant shall, for a period of three years from the date of this
Agreement, make itself available to Leisure Time on an "as needed" basis, to
assist and provide Leisure Time with necessary consultation, advice, instruction
and support with respect to the design, development and manufacture of
electronic circuit boards.
2. If employees of Consultant are required to travel in performing
Consultant's services hereunder, then in addition to the fee paid hereunder,
Consultant shall be entitled to receive reimbursement of the out-of-pocket
expenses it incurs in connection with such travel.
3. For rendering the consulting services to Leisure Time hereunder and
for agreeing to be available on an "as needed" basis, Consultant shall be paid
$608,400, payable $101,400 on May 10, 2000, and $16,900 per month for 30 months
commencing on June 10, 2000.
4. This Agreement calls for performance of services of Consultant as an
independent contractor and Consultant will not be considered an employee, joint
venturer or partner of Leisure Time for any purpose.
5. The term "termination" of this Agreement for purposes of this
Agreement shall be deemed to have occurred whenever the first of the following
occurs:
a. Three years from the date hereof;
b. Mutual agreement of Consultant and Leisure Time; or
c. Consultant's affiliate, Prime Technological Services, Inc., no
longer owns any shares of Leisure Time's Convertible Series A
Preferred Stock; or
d. Consultant (i) applies for or consents to the appointment of, or
if there shall be a taking of possession by, a receiver, custodian, trustee or
liquidator for the Consultant or any of its property; (ii) becomes generally
unable to pay its debts as they become due; (iii) makes a general assignment for
the benefit of creditors or becomes insolvent; or (iv) files or is served with
any petition for relief under the Bankruptcy Code or any similar federal or
state statute.
6. Termination shall not entitle Leisure Time to a refund of any fees
paid hereunder or to a right of offset of other funds due by Leisure Time to
Consultant unless such termination is due to Consultant's failure to perform
services hereunder or other breach of any of the terms hereunder. In that event,
Leisure Time shall be entitled to pursue any and all remedies available to it,
at law or in equity, and Consultant agrees to pay, in addition to any damages
which may be awarded to Leisure Time, Leisure Time's costs to pursue any such
remedies, including its attorneys' fees and legal costs.
7. This Agreement and the rights and duties of Consultant may not be
assigned or subcontracted to any third party by Consultant without the prior
written consent of Leisure Time.
8. Consultant acknowledges that any and all information that Leisure
Time has or will disclose to Consultant with respect to the business of Leisure
Time, including, but not limited to trade secrets, trademarks, proprietary
marks, plans, methods, data, processes, marketing strategies, techniques,
identification schemes, know-how, financial records and financial condition of
Leisure Time of any kind or nature ("Confidential Information"), is confidential
nonpublic information of Leisure Time and, without the prior written consent of
Leisure Time, Consultant agrees that it will not disclose such Confidential
Information directly or indirectly to any person other than its employees,
agents, advisors and representatives (the persons to whom such disclosure is
permissible being collectively called "Designated Persons") who need to know
such information for the purpose of Consultant performing under this Agreement
(it being understood that those Designated Persons shall agree to be bound by
this agreement and shall be informed by Consultant of the confidential nature of
such information and directed by Consultant to treat such information
confidentially).
Consultant acknowledges that all Confidential Information of Leisure Time
is proprietary information of Leisure Time and, without the prior written
consent of Leisure Time, Consultant agrees that it will not utilize or otherwise
incorporate or use any such Confidential Information in any of its or any
subsidiary or affiliated company's business, regardless if such subsidiary or
affiliated company is presently in existence or hereafter formed. Pursuant to
this paragraph, Consultant agrees not to, directly or indirectly, sell to,
manage, operate, own, control, engage in or have any interest in any other
business which as part of its operations offers services in competition with the
business of Leisure Time during the term of this Agreement; provided, however,
that nothing herein shall prevent Consultant or any subsidiary or affiliated
company of Consultant from conducting its business as it is presently conducted.
Consultant agrees that all of the Confidential Information provided to
Consultant by Leisure Time as described above shall be deemed to be confidential
and proprietary information of Leisure Time, unless otherwise designated by
Leisure Time. All such written Leisure Time Confidential Information provided to
Consultant shall be immediately returned to Leisure Time upon termination of
this Agreement and Consultant shall not keep any copies thereof. Consultant
acknowledges that any disclosure or unauthorized use of such Leisure Time
Confidential Information will cause Leisure Time irreparable harm, for which an
adequate remedy at law will not exist and, that upon breach of paragraph 8 of
this Agreement by Consultant, Leisure Time may seek and receive an immediate
injunction, restraining order or preliminary injunction against Consultant to
further prevent the breach of this Agreement, in addition to any other remedy to
which Leisure Time would be entitled as a result of the breach of this Agreement
by Consultant.
9. This Agreement shall be binding upon Consultant, and Leisure Time
and their respective heirs, personal representatives, executors, administrators,
successors or assigns.
10. Any notices to be given hereunder by either party to the other may
be affected by personal delivery in writing or by mail, registered or certified,
postage prepaid with return receipt requested. Mail notices shall be addressed
to the parties at the following addresses:
To Consultant:
MOGO Financial Management Company
d/b/a MOGO Technical Consultants
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: President
To Leisure Time:
Leisure Time Casinos & Resorts, Inc.
0000 Xxxxxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: President
Notices delivered personally shall be deemed communicated as of actual receipt;
notices mailed pursuant to this paragraph shall be deemed communicated as of
three business days after mailing.
11. This Agreement supersedes any and all other agreements, either oral
or in writing and contains all the covenants and agreements between Leisure Time
and Consultant relating to the matter described herein. Any modification of this
Agreement will be effective only if it is in writing, executed by the party to
be charged.
12. If any part of this Agreement shall be determined by competent
authorities to be invalid, the remainder hereof shall be construed as if the
invalid portion had been omitted.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CONSULTANT
MOGO FINANCIAL MANAGEMENT COMPANY
D/B/A MOGO TECHNICAL CONSULTANTS
By:/s/ C. Xxxx Xxxx
-------------------------
C. Xxxx Xxxx, President
LEISURE TIME CASINOS & RESORTS, INC.
By:/s/ Xxxx X. Xxxxxxx
-------------------------
Xxxx X. Xxxxxxx, President
