1
EXHIBIT 10.6
[ADVANCED GAMING TECHNOLOGY LETTERHEAD]
CONSULTING AGREEMENT
dated the 29th day of January 1998
BETWEEN: ADVANCED GAMING TECHNOLOGY, INC. of
PO Box 1610, Suite 2482 - 650 West Georgia Street
Vancouver, BC, Canada, V6B 4N9
hereinafter called "Company"
AND: PAUL LOVITO of
10100 West Sample Road, Suite 401
Coral Spring, Florida 33065
hereinafter called "Consultant"
WHEREAS, the Company wishes to retain the services of Consultant to act on the
Company's behalf with respect to public relations and financial market advisory
services, and, as required, advise and assist the Company in the financial
markets;
AND WHEREAS, Consultant hereby consents and agrees to consult, advise and assist
the Company with respect to public relations and financial market advisory
services,
NOW THEREFORE this Agreement witnesses that in consideration of mutual covenants
and agreements hereinafter contained, the Parties hereto agree as follows:
1.0 TERM: The term of this Agreement, subject to 2.0(b) and 2.0(c), is
for a period up to six (6) months (Term), however, it is hereby
agreed to between the Parties that, upon request of the Company,
Consultant will, on a best efforts basis, assist the Company for an
additional period of six months after expiry of the Term.
2.0 COMPENSATION: By way of compensation for the Consultant's services,
the Company shall grant the Consultant Stock Options (Options) to
purchase up to a total of One Million (1,000,000) common shares of
the Company on the following terms and conditions:
(a) Upon execution of this Consulting Agreement, 300,000
shares exerciseable at a price of US $0.03 per share;
(b) Commencing the first day of the third month of the Term,
should the Company, at its sole discretion, enter into a
letter of engagement with the Consultant for services to
be provided to the Company for the third and the fourth
month of the Term, the Consultant shall be granted
additional options to purchase a further 300,000 common
shares of the Company at a purchase price of $0.05 per
share;
2
(c) Commencing the first day of the fourth month of the Term
and continuing to the end of the Term, should the
Company at its sole discretion, extend the term of the
letter of engagement as called for under 2.0(b), the
Consultant shall be granted an option to purchase
400,000 additional common shares of the Company at a
purchase price of $0.10 per share.
EXERCISE OF OPTIONS: The right to take up shares pursuant to the
Option herein granted is exercisable by notice in writing to the
Company accompanied by a certified cheque in favour of the Company
for the full amount of the purchase price of the shares being
therein purchased. When such payment is received, the Company
covenants and agrees to issue and deliver to the Consultant, share
certificates in the name of the Consultant for the number of shares
so purchased. Shares will be issued pursuant to a S-8 registration
and are subject to Securities and Exchange Commission Rules and
Regulations.
EXPIRE: Options granted under Clause 2.0 above will expire on the
29TH DAY OF JANUARY 1999.
3.0 INDEPENDENT CONTACTOR: The Company and Consultant hereby acknowledge
and agree that the Consultant shall act as an independent contractor
for the Company and that nothing in this Agreement shall be
construed to have created a relationship of employer and employee,
principal and agent, partners or joint venturers between the Company
and the Consultant.
4.0 CONFIDENTIALITY: The Consultant undertakes to exercise all such
confidentiality agreements as may be appropriate in acting as a
Consultant to the Company.
5.0 The Consultant hereby agrees to communicate with an Officer or
Director of the Company on a weekly basis, and provide a report on
the services performed on behalf of the Company.
6.0 The Company hereby agrees to file a S-8 Registration Statement, and
to pay all costs of such filing.
6.0 GOVERNING LAW: This Agreement shall be governed by the laws of the
Province of British Columbia and the parties hereto irrevocably
attorn to the jurisdiction of the courts of the Province of British
Columbia.
7.0 NOTICES: All notices to one party to this Agreement by the other
shall be in writing and delivered as set out at the beginning of
this Agreement or to such other address as may be specified by one
party to the other in a notice given in the manner herein provided.
Any notice given in such manner shall be deemed to have been
received by the party to whom it is given on the day of delivery.
Notice may be sent by way of facsimile to the business offices of a
party having a facsimile and such facsimile shall be deemed to be
delivered on the date following the date of transmission.
8.0 This Agreement constitutes the entire agreement between the parties
hereto and, to be effective, any modification of this Agreement must
be in writing and signed by the party to be charged thereby.
- 2 -
3
IN WITNESS WHEREOF the parties hereto have executed this Consulting Agreement as
of the day and date first above written.
CONSULTANT ADVANCED GAMING TECHNOLOGY, INC.
/s/ PAUL LOVITO /s/ BOB MACKAY
- -------------------------------------- ---------------------------------
Paul Lovito Authorized Signatory
(The remainder of this page has purposely been left blank).
- 3 -