EXHIBIT 10.3
CONSULTING AND ADMINISTRATIVE AGREEMENT
This Consulting and Administrative Agreement ( the "Agreement") is made and
entered into effective as of July __, 1998, by and between North American Gaming
and Entertainment Corporation ("Consultant") and River Port Truck Stop, L.L.C.
(the "Company").
Consultant and the Company hereby incorporate by reference into this
Agreement that certain Consulting and Administrative Agreement (the "OM
Consulting Agreement") entered into effective as of April 15, 1998 by and
between Consultant and OM Operating, L.L.C. ("OM") and hereby agree that
Consultant shall perform the same services for the Company related to its truck
stop video poker casino as Consultant is performing for OM under the OM
Operating Agreement, and that the Consultant and the Company shall have the same
rights, duties, responsibilities and obligations to each other as the Consultant
and OM have to each other under the OM Operating Agreement as fully as if the
full OM Operating Agreement were restated herein and executed by Consultant as
the "Consultant" thereunder and by the Company as the "Company" thereunder,
except that the fee payable by the Company to Consultant under this Agreement
shall be an annual fee of $50,000 per year for as long as the Company is
constructing, or owns or operates, its truck stop video poker casino. Without
limiting the foregoing, Consultant and the Company hereby agree that the term of
this Agreement shall be the same term as set forth in the OM Operating
Agreement.
Executed effective as of the date and year first above written.
RIVER PORT TRUCK STOP, L.L.C.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager
NORTH AMERICAN GAMING AND
ENTERTAINMENT CORPORATION
By:
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Its:
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