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EXHIBIT 10.1
AMENDMENT NO. 1 TO
CONSULTING AGREEMENT
THIS AMENDMENT NO. 1 TO THAT CERTAIN CONSULTING AGREEMENT ("Consulting
Agreement") is made and entered into as of August 1, 2000 (the "Effective
Date"), by and between Concorde Cruises, Inc., a South Dakota corporation, (the
"Company"); Michael A. Hlavsa (the "Consultant") and Concorde Gaming
Corporation, a South Dakota corporation (the "Guarantor"). The Company,
Consultant and Guarantor are collectively hereinafter referred to as the
"Parties" and individually as a "Party".
WITNESSETH:
WHEREAS, the Company and the Consultant entered into that certain
Consulting Agreement as of March 31, 2000; and
WHEREAS, the Parties agreed to amend, and to the extent non-modified
herein restate, the Consulting Agreement based upon the agreement of the Parties
of the changes in the consulting relationship as forth below.
NOW, THEREFORE, in consideration for the mutual obligations contained
herein, the Company, Consultant and Guarantor, each intending to be legally
bound hereby, mutually covenant and agree as follows:
1. RECITALS. The above recitals are true and correct.
2. RESTATEMENT. The provisions of the Consulting Agreement not
amended by this Amendment No. 1 shall continue in full force
and effect.
3. TERMS OF AMENDMENT.
a. Paragraph 1(b) of the Consulting Agreement is deleted
in its entirety and replaced with the following:
"(b) Term. The term of engagement under this
Agreement shall commence on the Effective Date, and
shall terminate on May 31, 2001 ("Term").
Notwithstanding any other provision set forth herein,
this Agreement shall be non-cancelable."
b. Paragraph 2 of the Agreement is amended to delete the
last sentence therein.
c. Paragraph 3 of the Consulting Agreement shall be
amended by deleting the last sentence thereof.
d. Paragraph 4 of the Consulting Agreement shall be
deleted in its entirety.
e. Paragraphs 7(a) and 7(b) shall be deleted in their
entirety and be replaced with the following:
(1) Monthly Compensation. For the ten (10) month
period commencing August 1, 2000 through May 31,
2001, the compensation payable to the Consultant for
each calendar month shall be $10,000 per month,
payable in advance on the first business day of each
month. Further, as of August 1, 2000, the Company
shall have paid to the Consultant any compensation
due and owing for the months of June and July 2000
under the terms of the Consulting Agreement prior to
this Amendment.
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(2) Guaranty of Payment. Concorde Gaming Corporation,
as Guarantor, shall agreed to guaranty the timely
payment by the Company of any all compensation, or
expenses, due to Consultant pursuant to the terms of
this Agreement."
f. Sections 9.1 and 9.2 of the Consulting Agreement
shall be deleted in their entirety. It is the
understanding of the Parties that by this amendment
to the Consulting Agreement, it shall be
non-cancelable from the effective date through May
31, 2001.
4. EXPENSES. The Parties acknowledge that certain expenses were
incurred by Consultant prior to March 31, 2000 while
Consultant acted as Managing Partner of Bayfront Ventures.
These expenses will be reimbursed promptly upon the submittal
of appropriate documentation by the Consultant to the Company.
5. COUNTERPARTS. Signatures on this First Amendment 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 Party within five (5) days of the
applicable facsimile transmission, provided, however, that the
failure to provide the original counterpart shall have no
effect on the validity or the binding nature of this First
Amendment. If executed in counterparts, this First Amendment
will be as effective as if simultaneously executed.
[IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to the Consulting Agreement as of the effective date.
THE COMPANY:
CONCORDE CRUISES, INC., a South Dakota corporation
By: /s/ Jerry L. Baum
--------------------------------------------
Name: Jerry L. Baum
Title: President
CONSULTANT:
By: /s/ Michael A. Hlavsa
--------------------------------------------
Michael A. Hlavsa
GUARANTOR:
CONCORDE GAMING CORPORATION, a South Dakota
corporation
By: /s/ Jerry L. Baum
--------------------------------------------
Name: Jerry L. Baum
Title: President
