CONSULTANT AGREEMENT
BETWEEN
Casino Resource Corporation, represented by their legal representative M Xxxx
XXXXXX located at 0000 Xxxxx Xxxxxxxxx - Xxxxx 000 - Executive Place - BILOXI
- MISSISSIPPI - UNITED STATES
AND
Mondhor XXX XXXXXX, located at 00, Xxxxxx xx Xxxxx- Tunis
WHEREAS, Casino Resource Corporation wishes to operate in Tunisia (-left
angle- -left angle- the territory -right angle- -right angle-)) activities of
gambling
WHEREAS, Consultant may provide advises and assistance to allow Casino
Resource Corporation to conclude Agreement of lease for operating casino
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOW:
I. SERVICES
A. Consultant agrees to provide services to Casino Resource
Corporation, that are designated to achieve Casino Resource Corporation's
goals in Tunisia. In this connection, the consultant will be expected to
perform the following services (-left angle- -left angle- the services -right
angle- -right angle-):
1. Inform Casino Resource Corporation at the earliest possible moment
of all gambling casino projects and any developments and prepare reports for
Casino Resource Corporation regarding such developments.
2. Provide all necessary consultancy services in relation to Casino
Resource Corporation's contract of lease in the territory.
3. Upon request and authorization from Casino Resource Corporation,
arrange meetings and appointments with the appropriate persons and
participate in such meetings, if required.
4. In addition to verbal reports and conferences submit written
spot reports where appropriate.
5. Act so as to permit Casino Resource Corporation conclude contract
of lease with Societe SAMARA CASINO represented by its legal representative,
M Slim MAHDOUI for operating Sousse Casino
B. COMMITMENTS
1. Consultant agrees to allocate sufficient time, management attention
and resources to perform the services.
2. Casino Resource Corporation agrees to provide Consultant with
regular briefings and updates on its operations in the territory
II. COMPENSATION
In full compensation for the services rendered hereunder during the
validity of this Agreement, Casino Resource Corporation shall pay to the
consultant, after signature of final agreement by Societe SAMARA CASINO:
1. a fixed fee of US$ 250.000 to be paid:
*US$ 50.000 at the signature of the contract of lease with Samara
Casino
*US$ 100.000 at the beginning of operating Samara Casino
*US$ 100.000 six months after beginning operating Samara Casino
2 - a various fee of % on gaming, net revenue Samara Casino to be paid
quarterly at the beginning of each quarter
III. TERM
This agreement will commence as of February 15th, 1996 and will
terminate with the termination of the contract of lease between Societe
Samara Casino and Casino Resource Corporation or any third corporation to
which Casino Resource Corporation should assign or transfer its rights
resulting from the contract of lease with Societe Samara Casino. The term
above includes renewal periods of lease.
IV. GENERAL
A. In the event of the death of the consultant , the agreed fees will
continue to be paid to Mrs Mylene Soraya Sihem SLIM XXX XXXXXX until
the termination date of the contract between Casino Resource
Corporation and Societe Samara Casino.
B. This agreement does not constitute the Consultant as the agent or
legal representative of Casino Resource Corporation for any purpose
whatsoever. Consultant is not granted any right or authority to
assume or create any obligation or responsibility, express or
implied, on behalf of or in the name of Casino Resource Corporation
in any manner whatsoever.
C. Consultant shall not make any public use of or release to third
parties any information or material provided by Casino Resource
Corporation that is confidential or proprietary. In addition,
Consultant shall continue to hold secret after the termination of
this agreement, all information and material of a
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proprietary or confidential nature previously disclosed to Consultant
by Casino Resource Corporation.
D. This agreement contains the full agreement of the parties and any
previous agreements, whether written or oral, are hereby canceled.
Any changes or modifications to this agreement shall be subject to
the written agreement of the parties.
E. All notices, demands or others communications, required or desired
to be given hereunder, shall be made in writing in the English
language and delivered personally or sent by telefax duly confirmed,
or by registered post with recorded delivery to the intendeds
recipient thereof at its address set out below:
To Casino Resource Corporation
0000 Xxxxx Xxxxxxxxx
Xxxxx 000 - Xxxxxxxxx Xxxxx
XXXXXX - XXXXXXXXXXX
XXXXXX XXXXXX
Tel: 000 000 0000
Fax: 000 000 0000
Attn: Casino Resource Corporation
To: Consultant
Mondhor XXX XXXXXX
00, Xxxxxx xx Xxxxx
0000 - Tunis
Tel 346 141
Fax 345 741
Any party may change the address to which notices must be sent by giving
written notice to the other party.
F. Neither party may transfer this agreement nor any of the rights
hereunder to any person or corporation without the prior written
consent of the other party.
G. Neither party shall be deemed to have waived any right or to have
been released from any duty under this agreement unless such waiver
or release shall be in writing duly executed by the party granting
such waiver or release.
H. This agreement shall be governed by the laws of MISSISSIPPI and all
disputes arising in connection with the present contract shall be
finally settled under the rules of Conciliation and Arbitration of
the International Chamber of Commerce by one arbitrator appointed
in accordance with the said rules. Casino Resource Corporation shall
support all fees of disputes.
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I. While this Agreement is in force, Consultant agrees not to act as a
consultant, independent contractor or in any other capacity for any
other operating casino corporation.
J. Both parties undertake to perform the obligations set forth in this
agreement in such a manner so as to comply with all applicable
laws and regulations and will indemnify the other party for any
and all claims, demands, actions or liabilities whatsoever which
may arise out of or result from its failure to comply with any such
applicable laws or regulations.
K. Consultant hereby represents and warrants that he is able to and
has the full capacity to enter into this agreement with Casino
Resource Corporation, and specifically, the Consultant has no
prior arrangement with any other party that would prevent him from
entering this arrangement with Casino Resource Corporation.
L. The effective date of this agreement will be February 15, 1996.
In witness whereof the parties have entered into this agreement through
their authorized representatives.
Made this 11th day of June 1996
/s/ XXXX XXXXXX /s/ MONDHOR XXX XXXXXX
--------------------------- -------------------------
Xxxx XXXXXX Mondhor XXX XXXXXX
Chief Executive Officer 00, Xxxxxx xx Xxxxx-
Casino Resource Corporation 1000 - Tunis
0000 Xxxxx Xxxxxxxxx XXXXXXX
Xxxxx 000 - Executive Place
BILOXI - MISSISSIPPI
UNITED STATES
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