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CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made this 15th day of July, 2000.
hereinafter referred to as the "Effective Date".
B E T W E E N:
RICHARD LEVENSTEIN IN TRUST, WITHOUT PERSONALLY LIABILITY,
FOR NEWCO A COMPANY TO BE INCORPORATED
hereinafter referred to as the "Consultant"
-and-
PLAYSTAR WYOMING HOLDINGS CORP.
hereinafter referred to as the "Client"
WHEREAS both companies have been Incorporated pursuant to the
laws of the Island of Antigua;
WHEREIN the Client is in the business of operating a Casino on
the Island of Antigua, and wherein the Client agrees to retain the services of
the Consultant for compensation and whereas the Consultant agrees to provide
certain services for such compensation;
IN CONSIDERATION of the mutual covenants herein contained (the
adequacy of which consideration each of the parties hereto is mutually
acknowledged), the parties hereby covenant and agree as follows:
TERM AND APPOINTMENT:
1. The term of this Agreement, is a fixed term of three (3) years
commencing on July 15, 2000, and ending on July 14, 2003, whereupon
this Agreement shall automatically renew in its entirety, save and
except the level of compensation, from year to year thereafter on the
anniversary of July 15, unless otherwise terminated pursuant to the
terms contained herein. The parties agree that any compensation payable
during the renewal period shall be negotiated by the parties, but in
any event shall not be less than the compensation level payable as of
July 14, 2003, plus the Cost of Living Index.
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DUTIES AND RESPONSIBILITIES OF THE CONSULTANT:
2. The Consultant's duties and responsibilities shall be as follows:
(a) to provide the services of a Senior Gaming Consultant to the
Client with the responsibility of reporting only to the Chief
Executive Officer of the Client to a maximum of four (4) times
per year;
(b) to manage the day to day affairs of the Client in Antigua;
(c) to receive the reporting from all personnel, servants, agents,
and officers in the employ of the Client based in Antigua;
(d) to be the sole advertising voice for all corporate affairs of
the Client in dealing with the public.
COMPENSATION:
3. In return for the Consultant providing the services as set out in
paragraph 2 above, the Client agrees to compensate the Consultant
during the fixed term and the Consultant agrees to accept such
compensation during the fixed term for its services on the following
basis:
(a) a monthly fee shall be paid by the Client to the Consultant in
the amount of Five Thousand Five Hundred Dollars ($5,500.00)US
per month, for the period commencing July 15, 2000, and ending
on January 14, 2001, the first payment due and payable on the
15th day of August 2000, and on the 15th day of each month
thereafter, except for the last payment which will be due on
January 14, 2001;
(b) a monthly fee shall be paid by the Client to the Consultant in
the amount of Six Thousand Five Hundred Dollars ($6,500.00)US
per month, for the period commencing January 15, 2001, and
ending on July 14, 2001, the first payment due and payable on
the 15th day of February 2000, and on the 15th day of each
month thereafter, except for the last payment which will be
due on July 14, 2001;
(c) a monthly fee shall be paid by the Client to the Consultant in
the amount of Nine Thousand Dollars ($9,000.00)US per month,
for the period commencing July 15, 2001, and ending on January
14, 2002, the first payment due and payable on the 15th day of
August 2001, and on the 15th day of each month thereafter,
except for the last payment which will be due on January 14,
2002;
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(d) a monthly fee shall be paid by the Client to the Consultant in
the amount of Twelve Thousand Dollars ($12,000.00)US per
month, for the period commencing January 15, 2002, and ending
on July 14, 2002, the first payment due and payable on the
15th day of February 2002, and on the 15th day of each month
thereafter, except for the last payment which will be due on
July 14, 2002;
(e) a monthly fee shall be paid by the Client to the Consultant in
the amount of Fifteen Thousand Dollars ($15,000.00)US per
month, for the period commencing July 15, 2002, and ending on
July 14, 2003, the first payment due and payable on the 15th
day of August 2002, and on the 15th day of each month
thereafter, except for the last payment which will be due on
January 14, 2003;
(f) After July 14, 2003, the fees to be paid shall be subject to
mutual agreement between the parties, but in any event shall
not be less than the compensation level payable as of July 14,
2003, plus the Cost of Living Index.
(g) a car allowance of Three Hundred Dollars ($300.00)US per
month, the first payment due and payable on the 15th day of
August 2000, and on the 15th day of each month thereafter,
which will continue throughout the fixed term of this
Agreement, and is thereafter subject to mutual agreement
between the parties, but in any event shall not be less than
the compensation level payable as of July 14, 2003;
(h) the sum of One Thousand Dollars ($1,000.00)US per month, as
a contribution towards rental of office space for the
Consultant, the first payment due and payable on the 15th day
of August 2000, and on the 15th day of each month thereafter,
which will continue throughout the term of this Agreement, and
is thereafter subject to mutual agreement between the parties,
but in any event shall not be less than the compensation level
payable as of July 14, 2003.
CONDITIONS:
4. The term of the Agreement is conditional upon the Client, under the
services of the Consultant, generating a minimum of Four Hundred
Thousand Dollars ($400,000.00)US, in gross profit from all revenues
derived from all sources at the completion of the first year of this
Agreement.
5. If the Client, under the services of the Consultant, meets the
foregoing criteria as specified in paragraph 4 above, then the
Agreement shall be automatically extended for the remainder of the term
and can not be terminated by the Client.
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6. In addition, if the Client, under the services of the Consultant, meets
the foregoing criteria as specified in paragraph 4, then the Consultant
shall receive a nondiscretionary performance bonus consisting of
250,000 unrestricted free-trading shares of the capital stock of the
Client, issued for each ($250,000.00 US) of gross revenue by Playstar,
up to a maximum of four (4) million shares. Each of the 250,000 shares
shall be issued simultaneously as each threshold level of gross revenue
is achieved by the Client.
7. In the event that the Client, under the services of the Consultant,
does not meet the foregoing criteria specified in paragraph 4 above,
then the Client may, at its' sole discretion, terminate this Agreement
and declare it at an end at the conclusion of the first year of the
Agreement, or the Client may, at its' sole option, extend the Agreement
upon terms to be mutually agreed upon.
8. For the purposes of this Agreement "Net Revenue Win" is defined as:
(a) the amount deposited in wagers by customers, less the amount
withdrawn in wager winnings by customers, plus
(b) the gross revenue received from licensing portal and affiliate
programs.
(c) the term "Net Revenue Win" is a "gross" term, which makes no
allowance for deductions for expenses or otherwise.
CONFIDENTIALITY CLAUSE:
9. The parties agree that they will hold all information confidential
regarding this transaction. Information and data made available to the
parties in relation to the business operations, capitalization,
prospects, and affairs of the Consultant and/or the Client, and/or its
principals, will be held in strict confidence by both parties.
ADDITIONAL PROVISIONS:
10. The parties hereby acknowledges receipt of a copy of this duly
executed Agreement by the other.
11. This Agreement and any rights or obligations hereunder are not
assignable by any party, without the express written consent of the
other.
12. This Agreement shall enure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.
13. This Agreement supercedes all other agreements or contracts entered
hereto.
14. This Agreement is exclusive between the parties. The Client herein
agrees that the Consultant is its exclusive consultant and that while
this Agreement is in existence, valid and binding between the parties,
that at no time shall it enter into any Agreement for similar services
with any other party.
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SIGNING INCENTIVE:
15. Upon signing this Agreement the Consultant, as a signing bonus, shall
receive one (1) million unrestricted free-trading common shares of the
Client, to be issued by the Client upon execution of this Agreement.
Such entitlement to the aforesaid shares shall vest immediately upon
execution of this Agreement and is irrevocable by the Client at any
time thereafter. Such shares are to be delivered to the Consultant
within 30 days from the date of execution herein.
REPRESENTATIONS AND WARRANTIES:
16. The parties each acknowledge, represents and warrants, one to the
other that:
(a) Binding Obligations - this Agreement to which each is a party
constitutes a legal, valid and binding obligation of each and
is enforceable against each in accordance with their
respective terms;
(b) Approvals and Consents - none of the parties to this Agreement
requires any approval or consent of any governmental authority
or agency having jurisdiction (except such as have already
been obtained) or is in conflict with any other party with
respect to the entering into of this Agreement;
DISPUTE RESOLUTION:
17. The parties to this Agreement hereby consent to resolving any disputes
concerning the application and interpretation of this Agreement to
binding Arbitration, wherein an arbitrator shall be selected within
thirty (30) days of the day that a party elects to invoke this
provision, and the hearing shall take place within thirty (30) days
from the date of appointment of the arbitrator, and each party shall
bear its own costs.
GOVERNING JURISDICTION:
18. The parties agree that they attorn to the laws of the Province of
Ontario, Dominion of Canada in interpreting this Agreement.
NOTICES:
19. Any notice, demand or other communication required or permitted to be
given to any party to this Agreement shall be in writing and shall be
personally delivered, sent by registered mail, postage prepaid, or sent
by telex, telecopier, e-mail or similar method of communication,
addressed as follows:
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To the Consultant:
To the Client:
Either party may from time to time change its address by written notice
to the other party given in accordance with the provisions of this
paragraph. Any notice, demand or other communication given by (i)
personal delivery shall be deemed to have been received on the date of
actual delivery, (ii) by registered mail shall be deemed to have been
received on the fifth Business Day following deposit thereof In the
mail and (iii) by telex, telecopier, e-mail or similar method of
communication shall be deemed to have been received on the first
Business Day following the date of transmission thereof.
SEVERABILITY:
20. Any provision of this Agreement which is prohibited or unenforceable in
any Jurisdiction shall not invalidate the remaining provisions hereof
and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.
MISCELLANEOUS
21. In the event that any action to be taken under this Agreement falls on
a day which is not a Business Day, then such action shall be taken on
the next succeeding Business Day.
22. This Agreement constitutes the entire agreement between the parties
pertaining to its subject matter and supersedes all prior and
contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties and there are no
warranties, representations or other agreements between the parties in
connection with its subject matter except as specifically set forth in
this Agreement. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by all of the
parties.
23. In this Agreement, words importing the singular number include the
plural and vice versa and words importing gender include all genders.
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24. The division of this Agreement into paragraphs and subparagraphs and
the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Agreement.
25. References to a specified paragraph or subparagraph shall be construed
as references to that specified paragraph or subparagraph only, unless
the context otherwise requires.
26. The representations and warranties contained shall survive the
execution and delivery of this Agreement.
27. This Agreement may be executed in counterparts and by facsimile
transmission and any such execution shall be valid and binding as if
an original copy of same.
28. The parties herein each acknowledge that they have read this Agreement
in its entirety, have either sought independent legal advice or waive
such right to seek independent legal advice, are of an age of majority
and not under any disability and capable of understanding its contents,
and are prepared to be bound by its contents.
IN WITNESS WHEREOF this Agreement has been executed, signed, and
sealed, by the parties hereto.
Date: Per: /s/ Richard Levenstein
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Richard Levenstein in trust, without personal
liability for Newco a company to be Incorporated
Date: Per: /s/ Stuart Brazier
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Playstar Wyoming Holdings Corp.
