EXHIBIT 10.01
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made as of
the 29th day of July, 1996, by and between Paul-Son Gaming
Corporation, a Nevada corporation (the "Company"), and Martin S.
Winick, an individual ("Consultant").
RECITALS
A. The Company is a publicly held corporation that,
through subsidiaries, manufactures and supplies casino table
game equipment;
B. The Company desires to improve its earnings and
profitability;
C. Consultant is a member of the Board of Directors of the
Company and, among other things, is familiar with the business of
the Company and the casino table game supplies industry;
D. As of the date hereof, Consultant has entered into a
separate consulting agreement with Paul S. Endy, Jr., Chairman of
the Board and Chief Executive Officer of the Company ("Endy"), to
develop the business of the Company; and
E. The Company desires to further induce Consultant to
take steps beyond those of Consultant's existing duties as a
Director of the Company and as a consultant to Endy, and
Consultant desires to be retained by the Company, as a consultant
under the terms and pursuant to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises,
agreements, covenants, understandings, undertakings,
representations and warranties hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and
Consultant covenant and agree as follows:
1. DEFINITIONS
As used in this Agreement, the words and terms hereinafter
defined have the respective meanings ascribed to them herein,
unless a different meaning clearly appears from the context:
(a) "CAUSE" means:
(i) the conviction of, or judgment against,
Consultant by a civil or criminal court of competent
jurisdiction for a felony or any other offense involving
embezzlement or misappropriation of funds, or any act of
moral turpitude, dishonesty or lack of fidelity;
(ii) the indictment of Consultant by a state or
federal grand jury of competent jurisdiction or the filing
of a criminal complaint or information, for a felony or any
other offense involving embezzlement or misappropriation of
funds, or any act of moral turpitude, dishonesty or lack of
fidelity, unless such indictment or filing is dismissed
within
ninety (90) days from the date of such indictment or filing.
The Term shall be suspended and extended by such ninety (90)
day period or the number of days actually taken by
Consultant to dismiss such indictment or filing, whichever
is less; provided that Consultant notifies Endy in
writing that Consultant intends to contest in good faith
such indictment or filing and pursues the dismissal of such
indictment or filing with reasonable diligence. A dismissal
of such indictment or filing shall not be sufficient if,
despite the dismissal of the same, any of the Gaming
Authorities commences proceedings, based upon such
indictment or filing or upon the events or acts which gave
rise to such indictment or filing, to suspend or revoke any
gaming license, qualification or certificate of suitability
held by Consultant;
(iii) the written confession by Consultant of
embezzlement or misappropriation of funds, or any act of
moral turpitude, dishonesty or lack of fidelity;
(iv) the payment (or, by the operation solely of the
effect of a deductible, the failure of payment) by a surety
or insurer of a claim under a fidelity bond issued for the
benefit of the Company reimbursing the Company for a loss
due to the wrongful act, or wrongful omission to act, of
Consultant;
(v) the denial, revocation or suspension of a
license, qualification or certificate of suitability to
Consultant by any of the Gaming Authorities;
(vi) any action or failure to act by Consultant that
Endy reasonably believes, as a result of a written
communication or administrative action by the Gaming
Authorities or based on the good faith advice of its gaming
counsel, will likely cause any of the Gaming Authorities to:
(i) fail to license, qualify and/or approve the Company to
manufacture and distribute gaming-related supplies; (ii)
grant any such licensing, qualification and/or approval only
upon terms and conditions which are unacceptable to the
Company; (iii) significantly delay any such licensing,
qualification and/or approval process; or (iv) revoke or
suspend any existing license;
(vii) any order, judgment, or decree of any court of
competent jurisdiction, permanently or temporarily enjoining
Consultant from, or otherwise limiting, the following
activities:
(A) acting as a futures commission merchant,
introducing broker, commodity trading
advisor, commodity pool operator, floor
broker, leverage transaction merchant, any
other person regulated by the Commodity
Futures Trading Commission, or an
associated person of any of the foregoing,
or as an investment adviser, underwriter,
broker or dealer in securities, or as an
affiliated person, director or employee of
any investment company, bank, savings and
loan association or insurance company, or
engaging in or continuing any conduct or
practice in connection with such activity,
(B) engaging in any type of business practice,
or
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(C) engaging in any activity in connection
with the purchase or sale of any security
or commodity or in connection with any
violation of federal or state securities
laws or federal commodities laws;
(viii) any order, judgment or decree, of any federal
or state authority barring, suspending or otherwise limiting
for more than sixty (60) days the right of Consultant to
engage in any activity described in paragraph (a)(vii)(A) of
this Item, or to be associated with persons engaged in any
such activity;
(ix) the finding by a court of competent
jurisdiction in a civil action or by the U.S. Securities and
Exchange Commission that Consultant has violated any federal
or state securities law; or
(x) the engagement by Consultant in willful and
continued misconduct, or Consultant's willful and continued
failure to substantially perform Consultant's obligations as
a Director of the Company or as a consultant to the Company,
if such failure or misconduct is materially damaging or
materially detrimental to the business and operations of the
Company.
(b) "CLIENT" means any existing or future client or
customer of the Company or any potential client or customer of
the Company that has been contacted by Consultant or has been
directly or indirectly contacted by an employee of the Company.
(c) "COMMON STOCK" means the common stock, $.01 par value,
of the Company.
(d) "COMPANY" means the Company as earlier defined in this
Agreement, including any successor, assign or future affiliate of
the Company.
(e) "COMPLETE DISABILITY" means the inability of
Consultant, due to illness or accident or other mental or
physical incapacity, to perform his obligations under this
Agreement for a period of thirty (30) calendar days in the
aggregate over a period of three hundred sixty-five (365)
consecutive calendar days or less, such Complete Disability to
become effective upon the expiration of such thirtieth (30th)
day.
(f) "CONSULTANT" means Consultant as earlier defined in
this Agreement.
(g) "EFFECTIVE DATE" means the Effective Date as defined in
Section 3 of this Agreement.
(h) "ENDY" means Endy as earlier defined in this Agreement,
including any representative, successor or assign of Endy and the
living trust created by Endy.
(i) "GAMING AUTHORITIES" means the Nevada Gaming Control
Board, the Nevada Gaming Commission, the Clark County Liquor and
Gaming Licensing Board, the New Jersey Casino Control Commission
and any other federal, state, local or tribal gaming authority to
which the Company is now subject, or may be subject during the
Restriction Period.
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(j) "LTIP" means the Company's 1994 Long-Term Incentive
Plan, as amended.
(k) "OPTION" means an option (not qualified under Section
422 of the Internal Revenue Code of 1986, as amended) to purchase
the Restricted Shares awarded pursuant to the terms of the LTIP.
(l) "RESTRICTED SHARES" means 150,000 shares of Common
Stock issuable pursuant to the Option.
(m) "RESTRICTION PERIOD" means the Restriction Period as
defined in Section 10(b) of this Agreement.
(n) "TERRITORY" means the area of (i) the United States;
and (ii) any other city, state, province or other territory
outside of the United States where the Company does business now
or during the Restriction Period.
2. SERVICES TO BE PROVIDED BY CONSULTANT
During the Term (as defined below), Consultant shall do and
perform all of the consulting and advisory services set forth in
Schedule A attached hereto and made a part hereof, and shall
perform any other services reasonably related to the development
of the business of the Company as may be requested from time to
time by the Company. During the Term, Consultant shall provide
an average of at least 40 hours per month of consulting and
advisory services to the Company or its designee, exclusive of,
and in addition to, time spent by consultant in fulfilling his
duties as a Director, or otherwise, of the Company and as a
consultant to Endy. Said hours must be documented in writing and
submitted on a monthly basis to Laurence A. Speiser, Esq. (or
such other person as the Company shall specify in writing) at the
address specified in Section 12(d) hereof. The Company and
Consultant each hereby warrant and represent that they believe in
good faith that the compensation to be paid by the Company to
Consultant pursuant to the terms of this Agreement, which
compensation was negotiated between the parties, is fair and
reasonable for the number of hours to be worked, and the type of
services to be provided by Consultant to the Company, and the
level of experience of Consultant.
3. TERM
The term of this Agreement commences on July 29, 1996 (the
"Effective Date"), and except as otherwise provided in
Section 11, shall continue uninterrupted until July 29, 1999
(hereinafter the "Term").
4. CONSIDERATION
For and in complete consideration of Consultant's full and
faithful performance of all of Consultant's services, obligations
and duties under this Agreement, the Company hereby covenants and
agrees to pay to Consultant, and Consultant hereby covenants and
agrees to accept from the Company, the following:
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(a) OPTION. Subject to the terms and conditions of this
Agreement, the Company shall grant the Option to Consultant as of
the Effective Date.
(b) CAPITAL ADJUSTMENTS. The number of Restricted Shares
shall be proportionately adjusted by the Company, to reflect any
stock dividend, reclassification, readjustment, additional share
issuance without consideration, stock split, merger or other
changes made in the capital structure of the Company which would
have a similar effect to the foregoing.
(c) VESTING PERIOD. The Option shall vest in installments
of twenty five percent (25%) of the Option each year over the
Term, with the Option vesting with respect to 37,500 shares of
Common Stock on the Effective Date, the Option vesting with
respect to an additional 37,500 shares of Common Stock on July
29, 1997, the Option vesting with respect to an additional 37,500
shares of Common Stock on July 29, 1998, and the Option
vesting with respect to the final shares of Common Stock on
July 29, 1999. Notwithstanding anything to the contrary
contained herein, Consultant may not sell or otherwise transfer
any of the Common Stock within six (6) months after the grant of
the Option.
(d) EXERCISE PRICE. The exercise price per share of Common
Stock underlying the Option shall be $8.0625 per share.
(e) TERMS OF THE OPTION. Notwithstanding the Term of this
Agreement and unless otherwise expressly provided in this
Agreement, the term of the Option (including the early
termination or expiration thereof), the provisions and procedures
regarding the exercise of the Option, and all other rights,
preferences, terms and conditions of the Option shall be
consistent and in accordance with the provisions of the LTIP.
(f) EXPENSE REIMBURSEMENT. The Company shall periodically
reimburse Consultant for the reasonable, necessary and customary
expenses incurred by Consultant for the benefit of the Company.
Prior to reimbursement, Consultant shall provide the Company with
sufficient detailed invoices of such expenses in accordance with
the then applicable guidelines of the Internal Revenue Service so
as to entitle the Company to a deduction for such expenses.
(g) OFFICE SPACE. The Company shall arrange for sufficient
office space in Las Vegas, Nevada to be available to Consultant
for his use, which office space will be equipped with such
supplies and equipment as may reasonably be necessary for
Consultant to conduct the services contemplated under this
Agreement.
(h) AUTOMOBILE. The Company shall provide Consultant with
the use of an automobile at such times as Consultant is in Las
Vegas, Nevada.
(i) MEDICAL INSURANCE. In the event that Consultant takes a
leave of absence from his current full-time employment with
Mesirow Financial, Inc., the Company shall pay the entire cost of
the medical insurance coverage for Consultant and his eligible
dependents, that is typically provided to an employee of the
Company. The Company shall pay for such medical insurance
coverage commencing on the date of such leave of absence and
continuing for the remainder of the Term.
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(j) RIGHT OF FIRST REFUSAL. In the event that the Board of
Directors of the Company determines to sell the Company to an
independent third party, Consultant, for and on behalf of the
investment banking firm then employing Consultant, if any, shall
have a thirty (30) day right of first refusal to act as the
Company's exclusive authorized agent in connection with such
sale; provided, however, that any finder's fee or other fees
payable to Consultant as a result of such sale shall be
negotiated with, and payable by his investment banking firm out
of the normal and customary investment banking fees typically
received by investment banking firms in such transactions. If
Consultant is not then employed by a nationally recognized,
reputable investment banking firm, Consultant shall not have any
such right of refusal.
5. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS
The obligations of the Company to perform under this
Agreement are subject to the fulfillment of the following
conditions precedent:
(a) This Agreement, including the grant of the Option to
Consultant pursuant to Section 4(a), must have been approved by
the Board of Directors of the Company.
(b) Each of Consultant's representations and warranties
contained in this Agreement shall be true and correct as of the
Effective Date and will be true and correct through the Term
hereof.
6. REPRESENTATIONS AND WARRANTIES OF CONSULTANT
Consultant represents and warrants that the following
representations and warranties are true and correct as of the
Effective Date:
(a) AUTHORITY. Consultant has the right, power, legal
capacity and authority to enter into, and perform Consultant's
obligations under this Agreement.
(b) NO BREACH OR VIOLATION. The execution, delivery and
performance of this Agreement and the acquisition of the Option
and the underlying Restricted Shares contemplated hereunder does
not violate or create a default under any agreement, document,
court or administrative order or decree to which Consultant is
subject.
(c) ACCESS TO INFORMATION. The Consultant, due to his
position with the Company, has continual and regular access to,
has had the opportunity to, and has, in fact, exercised the
opportunity to review books, records and financial statements and
records of the Company to his satisfaction and has fully and
adequately apprised himself of the financial condition of the
Company. Consultant possesses sufficient business probity and
sophistication to assess the risks of acquiring the Option and
the underlying Restricted Shares in accordance with the terms and
conditions of this Agreement, or has consulted with persons of
his own choosing who possess such probity and sophistication to
advise Consultant of the risks associated with this Agreement.
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7. INDEPENDENT CONTRACTOR
Consultant is entering into this Agreement and in the
performance of his duties hereunder as an independent contractor.
No term or condition under this Agreement nor any manner or
method of payment hereunder shall create any relationship between
the Company and Consultant other than as expressed in this
Section 7.
8. TAXES
Subject to the withholding by the Company, if any, pursuant
to the terms of the LTIP, Consultant shall be solely responsible
for and shall pay when due all federal, state and local income
taxes and all other taxes due on his behalf for any compensation
or benefit received under this Agreement, including, without
limitation, all federal withholding taxes, FICA and Social
Security, and any worker's compensation premiums. Consultant
hereby covenants and agrees to defend, indemnify and hold
harmless the Company from all claims, damages, demands and
actions, including attorneys' fees, arising out of this Section 8
or Consultant's failure to pay any taxes due in connection with
this Agreement. The covenants and agreements set forth in this
Section 8 shall not expire, shall survive the expiration or
termination of this Agreement and shall be binding upon
Consultant without regard to the passage of time or other events.
9. CONFIDENTIALITY
Consultant hereby warrants, covenants and agrees that
Consultant shall hold in strictest confidence, and shall not at
any time or in any manner, either directly or indirectly,
divulge, disclose, copy or communicate to any person, firm or
corporation, any proprietary or confidential information
concerning any matter affecting or relating to the business of
the Company including, but not limited to, (i) information or
other documents concerning the Company's business, Clients, or
suppliers; (ii) the Company's manufacturing, distribution or
marketing methods; (iii) the Company's credit and collection
policies, techniques and files; or (iv) the Company's trade
secrets and other "know-how" or information not of a public
nature. The warranties, covenants and agreements set forth in
this Section 9 shall not expire for any reason, shall survive the
expiration or termination of this Agreement and shall be binding
upon Consultant without regard to the passage of time or other
events.
In the event that Consultant's position as a Director of the
Company or Consultant's engagement hereunder is terminated by
either party at any time hereafter for any reason whatsoever,
Consultant agrees to turn over to the Company all papers,
documents, working papers, correspondence, memos and any and all
other documents in Consultant's possession relating to or
concerning any matter affecting or relating to the business of
the Company. Upon such termination, Consultant shall sign a
statement certifying that no such items, or copies of such items,
have been retained by him.
10. NON-COMPETITION AGREEMENT
(a) Consultant acknowledges that he has access to and has
acquired confidential information related to the business and
operations of the Company, including, without limitation,
suppliers, Clients,
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work product, plans and methods of doing business. Consultant
acknowledges that all such information is solely the property of
the Company and constitutes confidential information of the
Company; that the disclosure thereof would cause substantial loss
to the goodwill of the Company thereby harming the Company.
Consultant understands that the covenants of this Section 10 are
essential to this Agreement and without which no consulting
agreement with Consultant would be entered into by the Company.
(b) In consideration of the terms of this Agreement,
including, without limitation, the delivery of the Option to
Consultant, which consideration was negotiated between the
parties and the receipt and sufficiency of which is hereby
acknowledged, Consultant hereby irrevocably warrants, covenants,
and agrees that during the Term of this Agreement and for a one
(1) year period after the termination of this Agreement
pursuant to Section 11 hereof (collectively, the "Restriction
Period"), Consultant will not in any manner, directly or
indirectly, (i) solicit, perform, or cause to be solicited or
performed, any business, work or service, of the type that the
Company could perform, from or for any of the Company's Clients;
or (ii) induce or attempt to influence any present or future
employee of the Company to leave its employ; or (iii) engage
or participate in any business that is in competition with the
business of the Company in the Territory; or (iv) own, manage,
operate, conduct, control, or participate in the ownership,
management, operation, conduct or control of, or be employed or
engaged by or otherwise become affiliated or associated as a
consultant, independent contractor, principal, agent, director,
officer, stockholder, partner, employee, investor, lender or
otherwise, with any firm, association or other business entity,
or otherwise engage in any business which is similar to,
engaged in any manner in, or otherwise competes with, the
business of the Company or its successors or affiliates in
the Territory. Notwithstanding clause (iv) of this Section 10(b),
Consultant may own up to one percent (1%) of the shares
outstanding of any company that has a class of securities
registered under the Securities Act of 1934. The Company and
Consultant understand and agree that Consultant may continue to
offer investment banking services to other companies; provided,
however, that Consultant shall not act on behalf of any direct
competitor of the Company.
11. TERMINATION
(a) Notwithstanding the provisions of Section 3 of this
Agreement, this Agreement shall automatically terminate upon the
occurrence of any of the following events:
(i) the giving of written notice by the Company to
Consultant of the termination of his position as a Director
of the Company;
(ii) the giving of written notice by the Company to
Consultant of the termination of this Agreement for Cause;
(iii) the giving of written notice by the Company to
Consultant of a breach of Section 10 of this Agreement by
Consultant;
(iv) the giving of written notice by the Company to
Consultant of a material breach of this Agreement (other
than Section 10) by Consultant;
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(v) the giving of written notice by the Company to
Consultant of the termination of this Agreement upon the
Complete Disability of Consultant;
(vi) the lapse of thirty (30) days after giving
written notice by the Company to Consultant of the
termination of this Agreement for any reason;
(vii) the giving of written notice by Consultant to
the Company of Consultant's resignation or termination of
his position as a Director of the Company for any reason;
(viii) the giving of written notice by Consultant to
the Company of the termination of this Agreement for any
reason; or (ix) the death of Consultant.
(b) The determination of whether or not to terminate this
Agreement pursuant to Section 11(a)(i), (ii), (iii), (iv), (v) or
(vi) shall be made by the Company, in its sole discretion, and
Consultant agrees that such determination shall be binding on him
and that such determination shall be final.
(c) In the event that this Agreement is terminated at any
time pursuant to Section 11 of this Agreement, the Company shall
have no further obligations or responsibilities to Consultant
under this Agreement, except for any obligations and
responsibilities that the Company may have with respect to the
Options pursuant to the terms of the LTIP.
12. GENERAL PROVISIONS
(a) RECITALS. The recitals set forth above are true and
correct and are incorporated herein.
(b) EFFECT OF WAIVER. The waiver by either party of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach thereof.
(c) ATTORNEY'S FEES. Consultant and the Company agree that
in the event of a dispute, arbitration by either party in any
dispute, arbitration or litigation concerning this Agreement, the
losing party shall pay the prevailing party's reasonable
attorneys' fees in that dispute, arbitration or litigation.
(d) NOTICE. Any and all notices required under this
Agreement shall be in writing and shall be either (i)
hand-delivered; (ii) mailed, first-class postage prepaid,
certified mail, return receipt requested; or (iii) delivered via
a nationally recognized overnight courier service, addressed to:
COMPANY: Paul-Son Gaming Corporation
2121 S. Industrial Road
Las Vegas, Nevada 89103
Attention: Chief Executive Officer
COPY TO: Laurence A. Speiser, Esq.
2121 S. Industrial Road
Las Vegas, Nevada 89103
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CONSULTANT: Martin S. Winick
c/o Mesirow Financial, Inc.
30050 Chargrin Blvd., Suite 300
Pepper Pike, Ohio 44124
All notices hand-delivered shall be deemed delivered
as of the date actually delivered. All notices mailed or
delivered via overnight courier shall be deemed delivered as of
three (3) business days after the date postmarked. Any changes
in any of the addresses listed herein shall be made by notice as
provided in this Section 12(d).
(e) ASSIGNMENT. The rights, benefits and obligations of
Consultant under this Agreement are personal in nature and shall
not be assignable, transferable or encumberable in any manner
whatsoever, whether directly or indirectly or, and whether inter
vivos or testamentary. Any purported assignment by Consultant
in violation of this Section 12(e) shall be null and void and of
no force and effect. All covenants and agreements hereunder
shall inure to the benefit of and be enforceable by or against
the Company's successors or assigns.
(f) AMENDMENT. No amendment or modification of this
Agreement shall be deemed effective unless and until it is
executed in writing by both the Company and Consultant.
(g) SEVERABILITY. It is mutually agreed that all of the
terms, covenants, provisions and agreements contained herein are
severable and that, in the event any of them shall be held to be
invalid by any competent court, this Agreement shall be
interpreted as if such invalid term, covenant, provision or
agreement were not contained herein.
(h) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada in
effect on the date of this Agreement without resort to any
conflict of laws principles, and the courts of the State of
Nevada shall have sole and exclusive jurisdiction over any matter
brought under, or by reason of, this Agreement.
(i) ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties regarding the Company's engagement
of Consultant, and the parties hereby agree that no other oral
representations or agreements have been entered into in
connection with this transaction.
(j) ACKNOWLEDGMENT. The Company and Consultant agree to
cooperate fully with each other in order to achieve the purposes
of this Agreement and to take all actions and execute and deliver
all documents that may be required to carry out the purposes and
intent of this Agreement.
(k) COUNTERPARTS. This Agreement may be executed at
different times and in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
(l) NEUTRAL INTERPRETATION. The provisions contained herein
shall not be construed in favor of or against any party because
that party or its counsel drafted this Agreement, but shall be
construed as if all parties prepared this Agreement, and any
rules of construction to the contrary
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are hereby specifically waived. The terms of this Agreement were
negotiated at arm's length by the parties hereto.
(m) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties contained in this Agreement shall
survive the execution and delivery of this Agreement.
(n) BINDING DETERMINATIONS. Unless expressly provided in
this Agreement to the contrary, any determination or calculation
to be made pursuant to the terms of this Agreement shall be made
in the sole and absolute discretion of the Company, and
Consultant agrees that such determination or calculation shall be
binding upon him, his successors and assigns.
(o) CONFLICT BETWEEN THIS AGREEMENT AND THE LTIP. In the
event of an ambiguity with respect to any of the provisions of
this Agreement, or a conflict between any of the provisions of
this Agreement and any provisions of the LTIP, the Compensation
Committee of the Board of Directors (other than Consultant) shall
interpret this Agreement and the LTIP and make all necessary
decisions and determinations.
In Witness Whereof, the parties have executed this Agreement
as of the day first above written.
"Company" "Consultant"
Paul-Son Gaming Corporation, a
Nevada corporation,
/s/ Paul S. Endy, Jr. /s/ Martin S. Winick
By: Paul S. Endy, Jr., its Martin S. Winick
Chief Executive Offcier
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SCHEDULE A
SERVICES TO BE PROVIDED BY CONSULTANT
Consultant agrees to do and perform the following consulting
and advisory services:
1. Develop marketing, advertising, promotional and public
relations programs;
2. Recommend key personnel to be retained by the Company;
3. Perform any other services reasonably related to the
development of the business of the Company as may be
requested from time to time by the Company.
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ADDENDUM TO CONSULTING AGREEMENT BY AND BETWEEN
MARTIN S. WINICK AND PAUL-SON GAMING CORPORATION
This Addendum to Consulting Agreement ("Addendum") is made
and entered as of the 19th day of November, 1996, by and between
Paul-Son Gaming Corporation, a Nevada corporation (the
"Company"), and Martin S. Winick, an individual ("Consultant").
RECITALS
Whereas, the Company and Consultant affirm and acknowledge
their continued rights and obligations under the Consulting
Agreement entered into as of the 1st day of July, 1996 (the
"Consulting Agreement");
Whereas, the Company and Consultant incorporate to this
Agreement by reference all of the several and mutual promises,
agreements, covenants, understandings, undertakings,
representations and warranties set forth in the Consulting
Agreement;
Now, therefore, in consideration of the several and mutual
promises, agreements, covenants, understandings, undertakings,
representations and warranties hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree
that the Recitals are true and correct and by this reference
incorporated herein as if fully set forth and further covenant
and agree as follows:
The Company and Consultant agree to modify Section 12(e) of
the Consulting Agreement to permit Consultant to assign, transfer
or encumber his rights, benefits and obligations under the
Consulting Agreement only with an express writing executed with
the approval of Endy.
In Witness Whereof, the parties have caused this Addendum to
executed as of the date above written.
"The Company" "Consultant"
Paul-Son Gaming Corporation,
a Nevada corporation
/s/ Paul S. Endy, Jr. /s/ Martin S. Winick
By: Paul S. Endy. Jr. Martin S. Winick
Chairman of the Board and
Chief Executive Officer