Consulting Agreement
THIS AGREEMENT made this 15th day of December, 1998, between Powerhouse
Technologies, Inc., and its subsidiary corporations, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇.,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (collectively the "Company"), and IEP Advisors, Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("IEP").
The parties agree as follows:
Section 1: Scope of Work.
IEP shall assist the Company in expanding its international activities
by:
A) Identifying potential new markets for the Company and its
affiliates to enter;
B) Providing political analysis relevant to market entry in targeted
countries, including identifying and establishing contact with
key decision-makers in target countries;
C) Conducting surveys in new markets for potential local partners;
D) Assisting the Company and its affiliates in preparing and
submitting proposals and bids in new markets; and
E) Evaluating the viability of obtaining outside equity and debt
financing from both private and public sources to support the
Company and its affiliates in their international expansion
plans.
Section 2: Compensation.
A) In consideration of IEP's performing its services hereunder, the
Company shall pay IEP a monthly fee of $15,000, payable within
twenty (20) days after the submission by IEP of a monthly invoice
with a description of the services rendered during the preceding
month by IEP hereunder.
B) The Company shall reimburse IEP its actual expenses incurred in
carrying out the activities described in Section 1 above,
including costs of travel, telephone and post charges, and
printing costs. IEP shall provide the Company with appropriate
documentation to support each expense.
Section 3: Term.
Subject to the annual approval of this Agreement by the Company's
Board of Directors, this Agreement will otherwise continue on a
month-to-month basis, and may be terminated by either party, for
any reason, upon 30 days written notice of intent to terminate to
the other party.
Section 4: During the term hereof, IEP agrees to use its best efforts,
skill, knowledge and experience in the performance of its
services hereunder; and IEP will not directly or indirectly
maintain any business or financial interests, or engage in any
business
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or financial activities, or perform similar type services as
provided hereunder which conflict with the interests of the
Company or otherwise interfere with IEP's ability to fully
discharge its services hereunder. IEP also agrees not to
disclose, either during the term hereof or thereafter, any
unpublished or confidential proprietary information concerning
the business of the Company obtained by IEP hereunder.
Section 5:
A) It is understood that IEP will perform its services hereunder as
an independent contractor, and that it is not an employee, agent
or legal representative of the Company for any purpose.
B) This agreement is not assignable by IEP.
C) Nothing in this Agreement shall prejudice or alter the rights of
either party under any other valid existing or future agreements
between these parties.
Section 6. IEP hereby acknowledges that it has received and read the
Company's Code of Conduct and agrees to abide by its provisions.
IEP further agrees that its employees and agents rendering
services on behalf of the Company will be provided a copy of the
Code of Conduct and that such persons will likewise abide by its
provisions.
Section 7. It is understood that the IEP services to be provided hereunder
shall be separate and distinct from (i) any services otherwise
being or to be provided by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, (in his capacity as
an individual and not as Chairman of IEP), whose relationship
with the Company as a consultant is covered by a separate
agreement; and (ii) ▇▇. ▇▇▇▇'▇ duties and responsibilities as a
Director and Chairman of the Board of Directors of the Company.
Section 8. IEP understands that: (i) the Company and its directors,
officers, employees and consultants are subject to investigation
and regulation by governmental regulatory agencies; (ii) IEP's
engagement hereunder is subject to review and approval by the
Company's Compliance Committee; ( in addition to approval by the
Board of Directors) and (iii) IEP's engagement hereunder is
subject to the maintenance in good standing of its status with
such agencies.
Section 9. This Agreement shall not be modified except in writing signed by
both parties hereto.
Section 10. This Agreement shall be governed by the laws of Montana and the
parties agree to submit to the exclusive jurisdiction of the
courts of that state.
IEP ADVISORS INC. POWERHOUSE TECHNOLOGIES, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Chairman Title: CFO
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