Consulting Agreement
This
Consulting Agreement (this "Agreement") is entered into as of January 25, 2006
by and among Las Vegas Resorts Corporation ("LRC"), Winner Group Limited, a
holding company organized under the laws of the Cayman Islands, (the "Winner"
and collectively with LRC, "Winner"), and Heritage Management Consultants,
Inc.,
a corporation organized under the laws of South Carolina, USA (the
"Consultant").
RECITALS
1.
Consultant
is willing to provide to Winner and its affiliated companies (collectively,
the
"Company") the consulting services identified in this Agreement.
2.
Winner
is
willing to engage Consultant as an independent contractor, and not as an
employee, on the terms and conditions set forth herein.
AGREEMENT
In
consideration of the foregoing and of the mutual promises set forth herein,
and
intending to be legally bound, the parties hereto agree as follows:
1. Engagement.
Winner
hereby engages Consultant as an independent contractor.
Heritage
agrees to provide professional management services to assist the
Company
in
meeting it obligations as a US publicly traded company. The activities typically
associated with this engagement are:
· |
Provide
the Company with two individual who will act in the role of company
contract employees. These individuals with represent the Company
as "Vice
President of Strategic Planning" and "Senior Financial Analyst,"
respectively. These executives will form the basis of the Company's
executive presence in the USA. They will be part time, contracted
employees who will support the following
activities:
|
o |
Review,
edit, and rewrite, if necessary, the Company's business
plan.
|
o |
Define
and document the Company's strategic direction, so as to position
the
Company as being different, unique and extraordinary to the Company's
strategic stakeholders.
|
o |
Extract
from the business plan and strategic direction a "strategic profile"
of
the Company. The "world of the public markets" must come
to understand this strategic profile in a 20 minute
presentation.
|
o |
Identify
operating and financial plan issues that will be of concern strategic
stakeholders, (institutional investors, the SEC, exchanges,
and strategic vendors or customers.) Work with the Company to develop
solutions to mitigate these issues.
|
o |
Visit
the Company to obtain background information and to work with the
Company
to develop a successful public company
strategy.
|
o |
Develop
a financial model for revenue projections that identify the keystone
events, timetables and point by point construction of the Company's
growth
plans.
|
o |
Construct
a detailed financial model for the business in the form required
for
effective fund raising and communication with the US investment community.
These financial projections include projected Income Statement, Balance
Sheet and cash flow projections. All schedules will interlock completely
error free, and include all relevant ratios of import to
investors.
|
o |
Represent
the Company to investment banking firms, their bankers and their
research
analysts. .
|
o |
Conduct
road show presentations to potential investors, with the Heritage
executive serving as the VP of Strategic Planning serving as the
presenter. Address objections and concerns from the investment
community.
|
o |
Assist
in the preparation of materials for investor conferences. Attend
investor
conferences as the Company's representative as
needed.
|
o |
Hold
on line presentation (e.g., Webex or MS NetMeeting) to potential
investors, again with the Heritage executive serving as the VP of
Strategic Planning acting as the
presenter.
|
o |
Oversee
the preparation and filing of an SB-2 registration on a timely basis.
Coordinate responses to SEC comments to the registration
statement.
|
o |
Put
into place the requirements for a listing on
NASDAQ:
|
§ |
Recruit
and independent members to serve on the Board of Directors
|
§ |
Arrange
for Directors and Officers insurance. Review alternative
proposals and make recommendations to the
Company.
|
§ |
Oversee
the NASDAQ application process.
|
o |
When
appropriate, hold quarterly conference calls with the Company's
investors.
|
o |
Schedule,
coordinate and monitor preparation of the following items with
the Company's attorneys, accountants, auditors, investor
relations
firm, etc. as needed:
|
§ |
1934
Act SEC filings, including Edgarization, including 00-X, 00-X,
0-X,
|
§ |
SEC
Form 3, Form 4, Form 5 for insider stock
sales
|
§ |
Proxy
statement
|
§ |
Annual
report
|
§ |
NASDAQ
filings
|
§ |
Quarterly
stockholder reports
|
§ |
Press
releases
|
o |
Assist
in preparation of materials for the Annual Stockholders Meeting,
as
needed.
|
o |
Develop
a mechanism for orderly insider stock sales and
reporting.
|
o |
Assist
in the education of the Company's management on public company
responsibilities
|
· |
Assist
in the retention, replacement and negotiation with the service providers
(such as IR firms, accountants, attorneys) as
requested..
|
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2. Term.
This
Agreement will commence on the date first written above, and unless
modified
by the mutual written agreement of the parties, shall continue for a period
of
one year.
3. Compensation.
a. In
consideration of the services to be performed by Consultant, Winner agrees
to
pay Consultant $175,000 U.S. dollars over the term of this Agreement. Payments
will be made in four (4) equal installments at the beginning of each quarter
of
the engagement, in advance, starting with the execution date of this
Agreement.
b. As
further part of the consideration for Consultant's services, Consultant shall
receive warrants (the "Warrants") to purchase two hundred thousand (200,000)
shares of LRC's common capital, which warrants shall be delivered within one
hundred eighty (180) days of the execution date of this Agreement. The exercise
price of the warrants will be set at a price of $5.50 per share. The Warrants
shall be assignable and transferable, shall include standard weighted average
anti-dilution protection and unlimited piggyback registration rights, and will
vest twelve (12) months after the date of this agreement. The Warrants expire
3
years after date of issue.
c. All
out
of pocket expenses incurred by Consultant's associates shall be reimbursed
by
the Company. All expenses in excess of $1000.00 shall be approved by the
Company.
4. Representations
and Warranties.
Consultant represents and warrants (i) that Consultant has no obligations,
legal
or otherwise, inconsistent with the terms of this Agreement
or with Consultant's undertaking this relationship with the Company, (ii)
that
Consultant will not use in the performance of his responsibilities under this
Agreement any confidential information or trade secrets of any other person
or
entity and (iii) that Consultant
has not entered into or will enter into any agreement (whether oral or
written)
in
conflict with this Agreement.
5. Limited
Liability.
Consultant shall not be liable to the Company, or to anyone who may claim any
right due to its relationship with the Company, for any acts or omissions on
the
part of the Consultant or the agents or employees of the Consultant in the
performance of Consultant's services under this agreement. Winner shall hold
Consultant free and harmless from any obligations, costs, claims, judgments,
attorney's fees, or attachments arising from or growing out of the services
rendered to the Company
6. Indemnification.
Winner
agrees to indemnify and save harmless the Consultant,
as well
as Consultant's officers, employees, and agents from all suits, actions, losses,
damages, claims, or liability of any character, type or description, including
without limiting the generality of the foregoing all expenses of litigation,
court costs, and attorney's fees arising out of or occasioned by the acts of
Winner, its agents or employees, or occasioned by the acts of Consultant in
the
execution or performance of the services provided by the Consultant, at any
time
from the execution date of this Agreement until such time after any pertinent
limitations period expires after the termination of this Agreement.
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As
part
of this indemnification, Winner agrees to defend and hold harmless Consultant
from and against any and all liabilities arising from the consulting
agreement.
As such,
Consultant shall not be liable to Winner, or to anyone who may claim any right
due to its relationship with Winner, for any acts or omissions on the part
of
the Consultant or the agents or employees of the Consultant in the performance
of Consultant's services under this agreement. Winner shall hold Consultant
free
and harmless from any obligations, costs, claims, judgments, attorney's fees,
or
attachments arising from or growing out of the services rendered to the
Company.
Consultant
agrees to indemnify and save harmless Winner, as well as Winner's officers,
employees, and agents from all suits, actions, losses, damages, claims, or
liability of any character, type or description, including without limiting
the
generality of the foregoing all expenses of litigation, court costs, and
attorney's fees arising out of or occasioned by the acts of Consultant, its
agents or employees, at any time from the execution date of this Agreement
until
such time after any pertinent limitations period expires after the termination
of this Agreement.
As
part
of this indemnification, Consultant agrees to defend and hold
harmless
Winner
from and against any and all liabilities arising from the consulting agreement.
Consultant shall hold Winner free and harmless from any obligations, costs,
claims, judgments, attorney's fees, or attachments arising from or growing
out
of the services rendered to Winner.
6. Non
Competition and Non Disclosure.
Consultant agrees that for the term of this
Agreement it shall not represent or provide services of any kind to any third
party that either
directly
or
indirectly engages in business operations similar to those undertaken
by
Winner.
In
addition, during the term of this Agreement and for a period of one
year following
the expiration thereof, Consultant shall keep confidential all non-
public
information regarding the business operations, financial condition, prospects,
and customers of Winner that is obtained by Consultant while rendering the
services contemplated hereby.
7. Arbitration.
Any
controversy between the parties involving the construction or application of
any
of the terms, covenants, or conditions of this agreement shall, on the written
request of one party served on the other, be submitted to arbitration. Each
of
the parties to this Agreement shall appoint one person as an arbitrator to
hear
and determine the dispute, and each party shall attempt in good faith to agree
with the other as to a third arbitrator; if the parties should prove unable
to
agree in this way, then the two arbitrators already chosen shall select a third
impartial arbitrator whose decision shall be final and conclusive. The expenses
of arbitration shall be borne by the losing party or in such proportion as
the
arbitrators shall decide.
8. Miscellaneous.
If any
action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's
fees, costs. This Agreement shall be binding on and inure to the benefit of
the
parties
to it and their respective successors and assigns.
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9. Sole
Agreement.
This
agreement supersedes any prior proposal, representation or
understanding between the parties hereto.
Executed
as of the day and year first above written.
Las
Vegas Resorts
By:
/s/ Xxxxxxxx Xx
________________________________
Xxxxxxxx
Xx
Winner
Group Limited
By:
/s/ Xxxxxxxx Xx
__________________________________
Xxxxxxxx
Xx
|
Heritage
Management Consultants, Inc.
By:
/s/ Xxxxx Xxxx
____________________________
Xxxxx
X. Xxxx, President
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