Exhibit 10.6

     

    THIS
IS AN ENGLISH TRANSLATION VERSION OF THE ORGINAL CONTRACT WRITTEN IN THE CHINESE
LANGUAGE.  IF THERE IS ANY DISCREPANCY IN, MIS-INTERPRETATION IN,
OMISSION IN, CONFLICT WITH, VARIATION OR SUPPLEMENTAL TO THE ORIGINAL MEANING OF
THE CONTRACT, THE ORIGINAL CHINESE VERSION PREVAILS.

    


    Management
Service Contract

    


    This
Contract is made between:

    


    Iao Pou
Gaming Promotion Limited (the “Principal”) of Alameda Dr. Carlos d’Assumpcao
181-187, Edificio Centro Comercial do Grupo Brilhantismo, 12o Andar T,
Macau.

    


    AND

    


    Pak Si
Management And Consultancy Limited (the “Contractor”) of Alameda Dr. Carlos
d’Assumpcao 181-187, Edificio Centro Comercial do Grupo Brilhantismo, 12o Andar T,
Macau.

    


    WHEREAS

    


    The
Principal engages the Contractor to provide management services to its VIP
Gaming Club (the “Club”) at MGM Grand Macau of 2/F., Room 22, Avenida Dr. Sun
Yat Sen, NAPE, Macau in respect of the gaming table number: 39BB01, 39BB02,
51BB01, 51BB02, 51BB03, 51BB05, 51BB06, 51BB07, 51BB08, 51BB09,
51BB10.

    


    The
Principal and the Contractor hereby agree as follows:

    


    
      	
              1.

            	
              Management
      Period

            


    

    From
1st
January 2010 to 31st
December 2010, both dates inclusive.

    


    
      	
              2.

            	
              Management
      Schedules

            


    

    The
Contractor shall provide staff to work daily at the Club on the following
schedules:


    
      
         


      

      
        P.
1

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Day-shift:

                	
                  From
      07:30 to 15:30

                
	
                  Night-shift:

                	
                  From
      15:30 to 23:30

                
	
                  Late
      Night-shift:

                	
                  From
      23:30 to 07:30

                


        

      

    

    


    The
Contractor shall arrange an appropriate number of no less than 35 staff per
shift to maintain adequately high standard of services for the Club.
Re-allocation of duties to each staff from time to time shall be subject to the
Contractor’s discretion.

    
      	
              3.

            	
              Management
      Fees

            


    

    The
Principal shall pay the Contractor a monthly fees of HK$700,000 (Hong Kong
Dollars Seven Hundred Thousand Exactly) on the First Working Day of each month.
The said Fees shall be paid in cash terms and is inclusive of: the monthly
salary, fringe benefits, food allowances, Mandatory Provident Fund
Contributions, employee insurance, statutory paid holidays, transportation
allowances of all the staff the Contractor shall provide and all relevant
administrative costs in respect of the fulfillment of the terms of this
Contract.

    


    
      	
              4.

            	
              Recovery

            


    

    Under
ordinary operations, when damages to any facilities at the Club is caused by the
Contractor, the Principal shall have the rights to recover from the Contractor;
and the Contractor shall be liable to make compensations to the Principal and
make repairs or restoration on the damages caused.

    


    
      	
              5.

            	
              Early Termination of
      Contract

            


    

    
      	
               
      

            	
              (a)

            	
              If
      the Principal is unsatisfied with the services provided by the Contractor;
      or when the Contractor no longer wishes to offer its services to the
      Principal - either party shall serve the other party one month’s written
      notice for an early termination of the Contract, failing to serve such
      notification, the party terminating this Contract early shall be construed
      as in breach of the Contract and shall be liable of all damages caused and
      arisen from such breach and to compensate the other party
      accordingly.

            


    

    


    
      	
               
      

            	
              (b)

            	
              During
      the contractual period, should the Contractor be found to have been
      providing unsatisfactory services or irresponsible to their duties, the
      Principal shall have the rights to serve written request for improvement
      or replacement of any mis-conduct staff and if no such respective remedial
      actions are made within 7 days upon written notification of receipt of the
      request by the Contractor, the Principal shall unilaterally terminate the
      contract at any time without prior notice and no compensation of any kind
      shall be paid to the Contractor for such action taken by the
      Principal.

            


    


    
      
         


      

      
        P.
2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              If
      the Contract is terminated for any of the abovementioned causes as
      described in this Clause, the Principal or its third party agents shall
      not employ any of the Contractor’s staff to serve at the Club within 3
      months after termination of the
Contract.

            


    

    


    
      	
              6.

            	
              Staff Compliance of
      Relevant Regulations

            


    

    All staff
employment of the Contractor under this Contract shall comply with relevant
regulatory requirements of the Macau SAR Government. Any and all consequences of
any such non-compliance shall be borne by the Contractor and the Principal shall
bear no responsibility of any kind whatsoever thereof.

    


    
      	
              7.

            	
              Appendices

            


    

    
      	
               
      

            	
              (i)

            	
              Appendix
      I: Respective Duties and Work Flow of In-house
  Staff.

            


    

    
      	
               
      

            	
              (ii)

            	
              Appendix
      II: Fees included in the Management
Fees.

            


    

    


    
      
        
          
            
              
                
                  	
                          Dated
      this:     January 1, 2010

                        	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          The
      Principal

                        	 
      	
                          The
      Contractor

                        	 
	 
      	 
      	 
      	 
	
                          IAO
      POU GAMING PROMOTION

                        	 
      	
                          PAK
      SI MANAGEMENT AND

                        	 
	
                          LIMITED

                        	 
      	
                          CONSULTANCY
      LIMITED

                        	 
	 
      	 
      	 
      	 
	
                          (Sd.)
      ZHENG ANTING

                        	 
      	
                          (Sd.)
      TAM LAI CHENG

                        	 
	
                          Authorized
      Signature(s)

                        	 
      	
                          Authorized
      Signature(s)

                        	 
	
                             

                        	 
      	
                             

                        	 
	
                          Iao
      Pou Gaming Promotion

                        	 
      	
                          Pak
      Si Management And

                        	 
	
                          Limited

                        	 
      	
                          Consultancy
      Limited

                        	 


                

              

            

          

        

      

    


    
      
         


      

      
        P.
3

        
          

        

      

      
         


      

    


    Appendix I
(i)

    


    Respective Duties and Work
Flow of In-house Staff

    


    

    


    3-Shift
Roster

    


    
      
        	
                Day-shift:

              	
                From
      07:30 to 15:30

              
	
                Night-shift:

              	
                From
      15:30 to 23:30

              
	
                Late
      Night-shift:

              	
                From
      23:30 to 07:30

              


      

    


    
      
         


      

      
        P.
4

        
          

        

      

      
         


      

    

    


    Appendix I
(ii)

    


    Work Flow and
Duties

    


    
      	
              1.

            	
              Management
      Staff

            


    

    
      	
               
      

            	
              (i)

            	
              to
      mainly responsible for the Club’s operation, to report to the Principal of
      any management issues and propose solution and strategic
      directions;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      liaise with gaming patrons and to understand the needs of the gaming
      patrons;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      receive instructions from the Principal on the level of credits made to
      gaming patrons according to their credit
  positions;

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      assist in the promotion of gaming business and boarden patron
      bases;

            


    

    
      	
               
      

            	
              (v)

            	
              to
      supervise subordinates.

            


    

    


    
      	
              2.

            	
              Finance/ Cage
      Personnel

            


    

    
      	
            	
              I.

            	
                
      Finance Manger

            


    

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors, to relate orders and to supervise
      subordinates;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      check and confirm cash on hand;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      be substitute to staff (at cage);

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      analysis aging credits and to make respective proposal to the
      management;

            


    

    
      	
               
      

            	
              (v)

            	
              to
      check and confirm the Win/Loss of the Club (cut off daily at 4:00 a.m.)
      and to supply relevant information to the
  management.

            


    

    


    
      	
               
      

            	
              II.

            	
                
      Officer

            


    

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors, to relate orders and to supervise
      subordinates;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      check and confirm cash on hand;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      be substitute to staff;

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      be in charge of the safe;

            


    

    
      	
               
      

            	
              (v)

            	
              to
      check and keep track of the exchange of chips at the
    casino.

            


    

    


    
      	
               
      

            	
              III.

            	
                
      Cashier

            


    

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      check and confirm cash on hand;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      safe keep rolling chips, to keep records of and safe keep chips deposit of
      the gaming patrons;

            


    


    
      
         


      

      
        P.
5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              IV.

            	
                
      Cashier (cont’d)

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      keep the credit records of the gaming
patrons;

            


    

    
      	
               
      

            	
              (v)

            	
              to
      keep marker records for commission
calculations;

            


    

    
      	
               
      

            	
              (vi)

            	
              to
      exchange chips at the Casino.

            


    

    


    
      	
              3.

            	
              Public Relations/
      Floor Staff

            


    

    I.        Manager

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors, to relate orders, and to supervise
      subordinates;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      serve gaming patrons and to maintain daily operation of the
      Club;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      be on vigilance of gaming patrons’ Win/Loss and their credit movements in
      order prevent irregular
occurrences;

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      witness credits made to gaming
patrons;

            


    

    
      	
               
      

            	
              (v)

            	
              to
      check and confirm the Club’s Win/Loss and to supply relevant information
      to the Finance Personnel and Management
Staff;

            


    

    
      	
               
      

            	
              (vi)

            	
              to
      pay heed to the Service Staff supplied by the StarWorld Casino and to make
      swift report to the Casino to replace any Service Staff who demonstrates
      bad manners.

            


    

    


    
      	
               
      

            	
              II.

            	
               
      Officer

            


    

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors, to relate orders and to supervise
      subordinates;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      be on vigilance of gaming patrons’ Win/Loss and their credit movements in
      order to prevent irregular
occurrences;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      witness credits made to gaming
patrons;

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      purchase chips for gaming patrons;

            


    

    
      	
               
      

            	
              (v)

            	
              to
      check and confirm the Win/Loss of the Club and to supply relevant
      information to the Finance Personnel and Management
  Staff.

            


    

    


    
      	
               
      

            	
              III.

            	
                Public
      Relations

            


    

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      be on vigilance of gaming patrons’ Win/Loss and their credit movements in
      order to prevent irregular
occurrences;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      purchase chips for gaming patrons;

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      check and confirm the Win/Loss of the Club and supply relevant information
      to the Finance Personnel and Management
Staff.

            


    


    
      
         


      

      
        P.
6

        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Service
      Staff

            


    

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      serve food and drinks to gaming
patrons;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      keep and maintain cleaningness of the
Club;

            


    

    
      	
               
      

            	
              (iv)

            	
              to
      be responsible for miscellaneous
duties.

            


    

    


    
      	
              5.

            	
              Driver

            


    

    
      	
               
      

            	
              (i)

            	
              to
      take orders from superiors;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      pick up and take patrons to
destinations;

            


    

    
      	
               
      

            	
              (iii)

            	
              may
      also assist in purchasing chips at the
Club.

            


    

    


    
      	
              6.

            	
              Executive

            


    

    
      	
               
      

            	
              (i)

            	
              to
      be responsible for administrative
works;

            


    

    
      	
               
      

            	
              (ii)

            	
              to
      maintain staff’s on duty reports and to calculate staff
      salary;

            


    

    
      	
               
      

            	
              (iii)

            	
              to
      check and confirm income from Win with the
  Casino.

            


    

    


    3-Shift
Roster

    


    
      
        
          
            	
                    1.

                  	
                    Day-shift:

                  	
                    From
      07:30 to 15:30

                  
	
                    2.

                  	
                    Night-shift:

                  	
                    From
      15:30 to 23:30

                  
	
                    3.

                  	
                    Late
      Night-shift:

                  	
                    From
      23:30 to 07:30

                  


          

        

      

    

    


    Time for
the Casino to supply Income Statement

    


    
      	
              1.

            	
              08:00

            


    

    
      	
              2.

            	
              12:00

            


    

    
      	
              3.

            	
              16:00

            


    

    
      	
              4.

            	
              20:00

            


    

    
      	
              5.

            	
              00:00

            


    

    
      	
              6.

            	
              04:00

            


    


    
      
         


      

      
        P.
7

        
          

        

      

      
         


      

    


    Appendix
II

    


    Fees included in the
Management Fees

    


    Monthly
Management Fees paid shall include:

    


    
      	
               
      

            	
              1.

            	
              Salary
      and allowances for all staff
concerned.

            


    

    
      	
               
      

            	
              2.

            	
              Mandatory
      Provident Fund Contributions for all staff
  concerned.

            


    

    
      	
               
      

            	
              3.

            	
              Fringe
      benefits and transportation allowances for all staff
      concerned.

            


    

    
      	
               
      

            	
              4.

            	
              Repairs
      and maintenance of the car of the
Club.

            


    

    
      	
               
      

            	
              5.

            	
              Repairs,
      maintenance and clean keeping of the
Club.

            


    

    
      	
               
      

            	
              6.

            	
              All
      other relevant expenses operating the
Club.

            


    


    
      
         


      

      
        P.
8