CONSULTING AGREEMENT
August 26, 1997
Messrs. Xxx Xxxxxxxxx, Xxxxxx Xxxxxxxxxx,
Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx
c/x Xxxxxxx, Savage, Kaplowitz, Xxxxxxxxxx & Xxxxxx LLP
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This is to set forth the terms on which Xxx Xxxxxxxxx, Xxxxxx
Xxxxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx (collectively, the "Consultants")
have rendered consulting services to Alpha Hospitality Corporation ("Alpha"), a
Delaware corporation, and Alpha's subsidiaries, which terms are as follows:
1. The Consultants have provided consultation from time to time to
Alpha's management and Board of Directors as they have from time to time
reasonably request with respect to Alpha's strategic planning with respect to
both financial and legal matters.
2. In consideration for such services rendered, upon the execution
of this consulting agreement, Alpha will pay the Consultants an aggregate of
36,000 shares of its common stock, to be issued as follows: 21,000 to Xxx
Xxxxxxxxx, 6,000 to Xxxxxx Xxxxxxxxxx, 6,000 to Xxxxxx Xxxxxx and 3,000 to
Xxxxxxx Xxxxxx.
3. Any notices or other communications under or with regard to this
Agreement must be in writing, and will be deemed given when delivered in person,
when sent by facsimile transmission (promptly confirmed in writing sent by
mail), or on the third business day after the date on which mailed, to the
following addresses:
If to the Consultant:
C/o Gersten, Savage, Kaplowitz, Frederics & Xxxxxx, LLP
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000)000-0000
If to Alpha:
Alpha Hospitality Corporation.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
Kaplowitz, Fredericks, Marcus and Gruder
August 26, 1997
Page 2
4. Alpha agrees to cooperate Consultants with the prompt filing of a
registration statement on Form S-8 including the shares being issued hereunder.
5. This document contains the entire agreement between the
Consultants and Alpha regarding the consulting arrangement which is the subject
of this Agreement. This Agreement may be amended only by a document in writing
signed by the Consultants and by Alpha.
6. Neither this Agreement nor any right of either party under it may
be assigned without the consent of the other party.
7. This Agreement will be governed by, and construed under, the laws
of the State of New York governing contracts made and to be performed entirely
in the state.
Please execute a copy of this document, which, when executed by the
Consultants, will constitute a binding agreement between the Consultants and
Alpha.
Very truly yours,
ALPHA HOSPITALITY CORPORATION
---------------------------------
By: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
AGREED TO AND ACCEPTED:
-------------------- -----------------------------------
Xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxx
-------------------- -----------------------------------
Xxxxxx Xxxxxx Xxxxxxx Xxxxxx
