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EXHIBIT 10.19
AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into this 13th day of
December, 1997, by and between Xxx Xxxxxx & Associates, Ltd., a Cayman Islands
corporation ("LSA"), Xxxxxxx X. Xxxxxx ("Stuart"), an adult individual with an
address of Paradise Island Drive, Paradise Island, Bahama Islands, British West
Indies, and Stuart Entertainment, Inc., a Delaware corporation ("SEI"), with its
principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxx.
WHEREAS, LSA and SEI are parties to that certain Consulting Agreement dated
February 1, 1996 (the "Consulting Agreement");
WHEREAS, LSA and SEI desire to terminate the Consulting Agreement on the
terms contained herein;
WHEREAS, Bingo Press & Specialty Limited ("Bazaar"), a wholly-owned
subsidiary of SEI and Stuart have agreed to form a new company, the outstanding
capital stock of which will be equally owned and controlled by Bazaar and Stuart
(with equal rights and privileges, to conduct marketing activities in Canada
(the "Marketing Company"); and
WHEREAS, the parties desire to enter into this Agreement to reflect certain
agreements between the parties with respect to the Marketing Company.
NOW THEREFORE, for and in consideration of the mutual promises and
agreements contained herein, the parties agree hereto as follows:
1. TERMINATION. The Consulting Agreement shall terminate effective as of
December 13, 1997.
2. CONSIDERATION. In consideration for LSA's agreement to terminate the
Consulting Agreement, SEI agrees to pay LSA
(a)the sum of $355,101 as follows:
(i) $55,101 shall be due and payable upon execution of
this Agreement;
(ii) $300,000 shall be due, with interest, in eight
consecutive monthly installments of $38,553, payable
on the thirteenth day of each month, commencing
January 13, 1998.
(b) an amount equal to one year's salary at the present level for an
administrative assistant, similar in position to that described in Section 3.2
of the Consulting Agreement.
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3. MARKETING COMPANY.
(a) In order to facilitate the growth and operations of the
Marketing Company, SEI and Stuart desire to appoint one of SEI's senior
officers, Xxx X. Xxxxxx ("Xxxxxx"), to become President of the
Marketing Company. Stuart and SEI agree that Lister will be appointed
President of the Marketing Company effective as of January 1, 1998 and
on that date Lister's employment with SEI will terminate and Lister
will become an employee of the Marketing Company.
(b) Section I of Exhibit A to this Agreement (which is
incorporated by reference herein, and to which LSA and Stuart agree to
be bound in accordance with paragraph 4(d) hereof) generally prohibits
the solicitation of SEI's employees by LSA and its affiliates.
Notwithstanding the provisions of Section I, and the obligations of LSA
described in Exhibit A hereof, SEI agrees that if on June 30, 1998
Lister is still employed by the Marketing Company, thereafter LSA
and/or Xxxxxx xxx employ or offer employment to Lister. In
consideration thereof, LSA and Stuart covenant and agree that SEI's
agreement to allow LSA or Stuart to employ or offer employment to
Lister is not intended to and does not in any way limit or terminate
SEI's rights or LSA's obligations under Exhibit A to Agreement.
4. ADVISORY SERVICES.
(a) LSA will act as an advisor to SEI on such matters as SEI
shall reasonably request. The term of engagement shall commence on
December 14, 1997 and shall expire on December 13, 1999 (the "Term").
During the Term LSA shall make the services of Stuart available, at his
option, in person or by phone, to the executive management of SEI the
approximate equivalent of no more than two days in any month at such
specific times as may be mutually agreed to between LSA and SEI. LSA
may perform its duties hereunder from its office in the Bahamas.
(b) SEI shall pay LSA an annual retainer of $30,000 per year
payable at the rate of $2,500 per month. The retainer shall be paid in
arrears commencing on January 1, 1998 and on the first day of each
month thereafter during the Term.
(c) SEI shall promptly pay or reimburse LSA for all reasonable
expenses incurred in connection with the performance of the duties and
responsibilities in this Section 4, including, but not limited to,
expenses paid or incurred for travel and entertainment relating to the
business of SEI. All requests for reimbursed expenses shall be
accompanied by such underlying documents or other evidence as are
reasonably required to support the deduction of such expenses in
accordance with the rules established by SEI, and in accordance with
policies currently in effect or adopted from time to time by SEI..
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(d) As partial consideration for the payments described
herein, LSA agrees to be bound by the restrictive covenants contained
in Exhibit A to this Agreement.
5. TERMINATION OF SERVICES. The provision of advisory services may be
terminated as follows:
(a) by LSA at any time without cause upon 90 days advance
written notice to SEI. Upon any termination by LSA, all
obligations and liabilities of SEI to LSA (except for
those payments in 2(a)(ii) of this Agreement) will
terminate effective as of the date of termination..
(b) By SEI in the event of:
(i) LSA's willful and continued failure
substantially to perform its duties hereunder
(ii) A conviction of, or plead of guilty or nolo
contendere by Stuart to an act of fraud,
misappropriation or embezzlement or to a
felony
(iii) Stuart's commission of any act that would
cause any gaming license of SEI (or is
subsidiaries) to be revoked, suspended or not
to be renewed after proper application.
Termination by SEI under this Section 5 shall be
without liability to SEI.
6. FACSIMILE TRANSMISSION; COUNTERPARTS. Signatures on this Agreement may
be communicated by facsimile transmission and shall be binding upon the parties
transmitting the same by facsimile transmission. Counterparts with original
signatures shall be provided to the other parties within seven (7) days of the
applicable facsimile transmission; provided, however, that the failure to
provide the original counterpart shall have no effect on the validity or binding
nature of this Agreement. If executed in counterparts, this Agreement shall be
effective as if simultaneously executed.
7. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all prior
written agreements, and all prior or contemporaneous oral agreements and
understandings, express or implied. No modification to this Agreement shall be
effective unless assented to in writing by the parties hereto.
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8. NO THIRD PARTY BENEFICIARIES. Nothing herein contained shall confer or
is intended to confer any rights hereunder on any third party or entity which is
not a party to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by the respective authorized personnel as of the date and year
first above written.
STUART ENTERTAINMENT, INC., a
Delaware corporation
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XXX XXXXXX & ASSOCIATES, LTD., a
Cayman Islands corporation
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Xxxxxxx X. Xxxxxx, President
XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
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