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EXHIBIT (4)(2)
MANAGING CONSULTING AGREEMENT
WITH
ROBERT C. BREHM CONSULTING, INC.
ROBERT C. BREHM CONSULTING, INC.
6965 El Camino Real, Suite 105
Carlsbad, California 92009
December 7, 1995
Ms. Debbie Reynolds
Chairman
DEBBIE REYNOLDS HOTEL & CASINO, INC.
305 Convention Center Drive
Las Vegas, Nevada 89109
RE: MANAGEMENT CONSULTING AGREEMENT
Dear Ms. Reynolds:
Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:
1. APPOINTMENT OF ROBERT C. BREHM CONSULTING, INC. DEBBIE REYNOLDS
HOTEL & CASINO, INC. ("DEBI") hereby engages Robert C. Brehm Consulting, Inc.
("BREHM") and BREHM hereby agrees to render services to DEBI as a management
consultant, strategic planner and advisor.
2. DUTIES. During the term of this Agreement, BREHM shall provide
advice to, undertake for and consult with the Company concerning management,
marketing consulting, strategic planning corporate organization and
structure, financial matters in connection with the operation of the business
of the Company, expansion of services, stockholder relations, and shall
review and advise DEBI regarding its overall progress, needs and condition.
BREHM agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby.
(a) The implementation of short range and long term strategic planning
to fully develop and enhance DEBI's assets, resources, products and
services;
(b) Advise and recommend to DEBI additional services relating to the
present business and services provided by DEBI as well as new
products and services that may be provided by DEBI.
3. TERM. The term of this Consulting Agreement shall be for an
eight-month period commencing on the date hereof.
4. COMPENSATION. As compensation for its services hereunder, BREHM
shall be issued options (the "Options") to purchase up to 264,000 shares of
Common Stock, $.0001 par value (the "Shares"), of the Company exercisable at
a price of $0.75 per share.
5. PURCHASE OF SHARES. The exercise price for the Options shall be paid
in cash, and appropriate investment restrictions shall be noted against the
Shares.
6. EXPENSES. BREHM shall be entitled to reimbursement by DEBI of such
reasonable out-of-pocket expenses as BREHM may incur in performing services
under this Consulting Agreement. Any significant expenses shall be approved
in advance in writing by DEBI.
7 REGISTRATION. DEBI agrees to provide BREHM with registration rights
at DEBI's cost and expenses and include the underlying shares of Common Stock
in a registration statement on Form S-8 to be filed by DEBI with the
Securities and Exchange Commission within the proximate future, provided that
the Options may not be exercised prior to the registration statement being
filed with the SEC.
8. CONFIDENTIALITY. BREHM will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by DEBI which is acquired by BREHM in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives DEBI an advantage over its competitors. Trade
secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications). Any financial advice rendered by BREHM pursuant to
this Consulting Agreement may not be disclosed publicly in any manner without
the prior written approval of BREHM.
9. INDEMNIFICATION. DEBI agrees to indemnify and hold BREHM harmless
from and against all losses, claims, damages, liabilities, costs or expenses
(including reasonable attorneys' fees (collectively the "Liabilities") joint
and several, arising out of the performance of this Consulting Agreement,
whether or not BREHM is a party to such dispute. This indemnity shall not
apply, however, and BREHM shall indemnify and hold DEBI, its affiliates,
control persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that BREHM engaged in gross recklessness and willful misconduct
in the performance of its services hereunder which gave rise to the losses,
claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and
reimbursement provisions of this Consulting Agreement shall apply and DEBI
shall perform its obligations hereunder to reimburse BREHM for its expenses.)
The provisions of this paragraph 8 shall survive the termination and
expiration of this Consulting Agreement.
10. INDEPENDENT CONTRACTOR. BREHM and DEBI hereby acknowledge that
BREHM is an independent contractor. BREHM shall not hold itself out as, nor
shall it take any action from which others might infer, that it is a partner
of, agent of or a joint venturer of DEBI.
11. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the parties. This Consulting Agreement cannot be modified
or changed, not can any of its provisions be waived except by written
agreement signed by all parties. This Consulting Agreement shall be governed
by the laws of the State of Nevada. In any event of any dispute as to the
terms of this Consulting Agreement, the prevailing party in any litigation
shall be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding
by signing the encloses copy of this letter where provided and returning it
to us at your earliest convenience.
Very truly yours,
ROBERT C. BREHM CONSULTING, INC.
By: ____________________________
Its: ___________________________
ACCEPTED AND AGREED TO as
of the ___ day of December 1995
DEBBIE REYNOLDS HOTEL & CASINO, INC.
By: ___________________________
Todd Fisher, President