CONSULTING AGREEMENT
THIS AGREEMENT made this 25 day of March, 1997, between Video Lottery
Technologies, Inc., and its subsidiary corporations (collectively "VLT"), and
International Equity Partners L.P. ("IEP").
The parties agree as follows:
Section 1: Scope of Work. IEP shall assist VLT in expanding its international
activities by:
A) Identifying potential new markets for VLT 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 VLT 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 VLT and its
affiliates in their international expansion plans.
Section 2: Compensation.
A) In consideration of IEP's performing its services hereunder, VLT shall
pay IEP a monthly fee of $15,000, payable within twenty (20) days
after the end of each month during the term hereof, pursuant to the
submission by IEP of a monthly invoice with a description of the
services rendered during the preceding month by IEP hereunder.
B) VLT 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 VLT with complete documentation to support each expense.
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 3: Term. This Agreement is effective retroactively to October 1, 1995,
as ratified by the VLT Board of Directors, and shall continue on a
month-to-month basis thereafter which may be terminated by either party, for any
reason, upon 30 days written notice of intent to terminate to the other party.
This Agreement is subject to annual approval of the VLT Board of Directors.
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 or financial activities, or perform similar type services
as provided hereunder which conflict with the interests of VLT 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 VLT 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 VLT for any purpose.
B) This agreement is not assignable by IEP.
Section 6. IEP hereby acknowledges that it has received and read VLT's Code of
Conduct and agrees to 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 Xxxxxxx X. Xxxx, Chairman of IEP, whose relationship with VLT as a consultant
is covered by a separate agreement; and (ii) Xx. Xxxx'x duties and
responsibilities as a Director and Chairman of the Board of Directors of VLT.
Section 8. IEP understands that: (i) VLT 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 VLT's Compliance Committee; 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.
International Equity Partners, L.P. (IEP) Video Lottery Technologies, Inc.
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx Xxxxxxxxx
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Title: Chairman Title: General Counsel
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