EXHIBIT 10.52




 




IRIDIUM CONSULTING, LLC




Specialized Financial & Organizational

Consulting




 




June 11, 2002




 




Wayne County Employees’

Retirement System




ATTN: Ronald Yee




400 Monroe, Suite 320




Detroit, MI  48226




 




Big Buck Brewery and

Steakhouse, Inc.




ATTN: William Rolinski 




550 S. Wisconsin




Gaylord, MI  49735




 




Dear Mr. Yee and Mr. Rolinski:




 




Based upon our Monday, June 10,

2002, meeting and subsequent discussions, this letter outlines and confirms our

understanding regarding the engagement expansion (letter agreement dated

February 22, 2002 and letter agreement dated April 25, 2002) of IRIDIUM

CONSULTING, LLC (herein, also referenced, “IC” or the “Firm”).  Big Buck Brewery and Steakhouse, Inc.

(herein, also referenced, “BBBS”) has requested IC, as the consultant to Wayne

County Employees’ Retirement System (herein, also referenced, “WCERS”) to

perform certain services as independent professionals for WCERS and BBBS, as

consented to by IC.  However, BBBS

understands and agrees that any information provided to WCERS and its

professionals, in connection with this assignment and all other information

provided to WCERS is privileged and confidential and will not be shared with

BBBS.  Importantly, this letter also

confirms that BBBS will provide IC payment for such services under the terms of

this letter agreement.  If such payment

is not made, IC will look to payment from WCERS.




 




The expanded services that IC

will perform for WCERS and BBBS are as follows:




 




Scope of Services




 




Management/Operations

Assistance




 




IC will assist BBBS

management in the development of a going forward business strategy/concept

outline (herein, also referenced “Business Plan”) for BBBS, including such

items as:




 




a)                                      Develop

an action task list for Critical Financial Issues (e.g. Base Rent Reduction, Obtain

Long-Term Agreement For Relief on Minimum Store Sales, etc.) and Critical

Operation Issues (e.g., Reduce Corporate G&A Expenses, Increase Sales,

Reduce Store Level Cost Structure, Establish Break-Even Goals for Grand Rapids

and Review Closure, Change Operation Direction, Eliminate New Store Efforts,

Review Promotion & Marketing Penetration, Define Each 




 





























 




Store’s

Critical Next Steps, Implement Marketing Campaign, etc.).  IC will establish an accountability tracking

system for such critical next steps (See the attached “Action Plan/Open Issues

and Critical Next Steps”),




b)                                     Document

immediate, near-term and long-term BBBS hurdles (store and corporate level), as

appropriate,




c)                                      Develop

a summary of key going forward changes and likely positive attributes to the

BBBS – e.g., EBITDA enhancement,




d)                                     Document

strengths, weaknesses, opportunities, and threats for the going forward

business plan (store and corporate level),




e)                                      Develop

a NASDA delisting break-even analysis, based on business strategy,




f)                                        Develop

cash uses and sources for going forward business plan,




g)                                     Identify

potential value enhancement strategies – e.g., Grand Rapids, Izzo, M&A,

etc.




 




Our fee for the

Management/Operations Assistance is anticipated to be between $20,000 and

$35,000, based on our standard hourly rates and is in addition to fees

discussed below.  This engagement can be

started immediately and will take approximately 1-3 weeks to complete.




 




IC has, in the past, and is

currently working with numerous existing clients (herein also referenced, “IC

Existing Clients”) on totally unrelated matters and we are not aware of any

circumstances currently existing that would result in any conflict of this

engagement.  IC has also worked, in the

past, and may be currently working on numerous previous engagements (herein

also referenced, “IC Previous Engagements”). 

In the event that, in the future, either IC Existing Clients or IC

Previous Engagements retains our services in a manner that may result in a

conflict of this engagement, we would ask that you consent to our engagement

with them and waive any conflict.




 




Additionally, I would also like

to disclose that IC has, in the past, and currently has mutual clients with

Honigman, Miller, Schwartz and Cohn, LLP and will continue to do so in the future.




 




It is our understanding that

you are retaining IC as confidential, independent advisors.  We accept no responsibility regarding the

accuracy and completeness of information and other reports not prepared by us

or based in whole or in part upon inaccurate information provided during our

review of BBBS’s books and records. 

Further, in connection with our rendering advice to you, we undertake no

responsibility for the operation and control of BBBS and any liabilities to

taxing authorities and/or other creditors of BBBS.  IC shall put forth its best efforts in rendering professional

services to WCERS and BBBS, but we cannot guarantee the projected results of

BBBS’s future operations.




 




Either party may terminate

this engagement, without obligation to complete the engagement, at any time by

notification in writing, to the other party.




 




Fees and Retainer




 




Our services will be provided

to you at the following rates:




 




	

  Joel R. Flowers


  	

   


  	

  $


  	

  285.00


  	

   


  	

  per

  hour


  	

   


  
	

  Principals


  	

   


  	

  $


  	

  250.00


  	

   


  	

  per

  hour


  	

   


  
	

  Managers/Industry

  Specialists


  	

   


  	

  $


  	

  225.00


  	

   


  	

  per

  hour


  	

   


  
	

  Sr. Consultant/Sr.

  Accountant


  	

   


  	

  $


  	

  175.00


  	

   


  	

  per

  hour


  	

   


  
	

  Consultants


  	

   


  	

  $


  	

  150.00


  	

   


  	

  per

  hour


  	

   


  
	

  Accountants


  	

   


  	

  $


  	

  125.00


  	

   


  	

  per

  hour


  	

   


  
	

  Financial Analysts


  	

   


  	

  $


  	

  95.00


  	

   


  	

  per

  hour


  	

   


  
	

  Para-Professional Staff


  	

   


  	

  $


  	

  85.00


  	

   


  	

  per

  hour


  	

   


  
	

  Mileage


  	

   


  	

  $


  	

  0.345


  	

   


  	

  per

  mile


  	

   


  
	

  Delivery


  	

   


  	

  $


  	

  25.00


  	

   


  	

  per

  delivery


  	

   


  
	

  Per Diem


  	

   


  	

  $


  	

  175.00


  	

   


  	

   


  	

   


  





 




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It is our normal practice to

submit billings for our services on a bi-monthly basis, which are payable upon

presentation to BBBS.  Our fees are

accumulated based on the number of hours incurred, multiplied by the hourly

rate assigned to the persons performing the services, plus necessary

out-of-pocket expenses.  We require a

retainer of $20,000.00, from BBBS, prior to starting work.  This retainer is applied to the final

billing.  Any retainer in excess of the

final billing will be refunded.  The retainer

is not an estimate of the total cost of the engagement.  The retainer will be deposited into our

general account and may be commingled with our other funds.  No interest shall accrue or be paid on the

funds held as a retainer.




 




In the event that these bills

are not paid on a timely basis, we will apply the retainer to pay the amounts

owing.  We will stop our work until the

outstanding invoices are paid and/or the retainer balance is replenished to the

full amount required.  If this is not

done within 7 days after the application of the retainer to the unpaid balance,

we reserve the right to withdraw from this engagement and return any unused

portion of the retainer.




 




Mediation Clause




 




If any dispute arises among the

parties hereto, the parties agree first to try in good faith to settle the

dispute by mediation administered by the American Arbitration Association under

its Commercial Mediation Rules.  If the

parties are unable to resolve the dispute through mediation within 60 days from

the date notice is first given from one party to the other as to the existence

of such a dispute and the demand to mediate, then they may proceed to resolve

the matter by arbitration if this agreement provides that the particular

dispute is subject to arbitration, or by whatever other lawful means are

available to them if this agreement does not provide for arbitration of the

particular dispute.  Costs of any

mediation proceeding shall be shared equally by all parties.




 




Arbitration Clause




 




The Client and the Firm both

agree that any dispute over fees charged by Firm to the Client will be

submitted for resolution by arbitration in accordance with the rules of the

American Arbitration Association.  Such

arbitration shall be binding and final. 

The arbitration shall take place at Troy, Michigan.  Any hearing shall be before one arbitrator

in accordance with Rule 17 of the Commercial Arbitration Rules of the American

Arbitration Association (the Rules). 

Any award rendered by the Arbitrator pursuant to this Agreement may be

filed and entered and shall be enforceable in the Superior Court of the County

in which the arbitration proceeds.  In

agreeing to arbitration, we both acknowledge that, in the event of a dispute

over fees, each of us is giving




 




3





























 




up the right to have the

dispute decided in a court of law before a judge or jury and instead we are

accepting the use of arbitration for resolution.




 




The prevailing

party shall be entitled to an award of reasonable attorneys’ fees and costs

incurred in connection with the arbitration of the dispute in an amount to be

determined by the arbitrator.




 




Conclusion




 




If the foregoing correctly

states the basis of our agreement, please execute both copies of this letter,

retaining a copy for your files and returning a copy to our office, along with

a check, from BBBS, for $20,000.00.




 




Again, we appreciate the opportunity

to serve your needs and are prepared to commence this engagement

immediately.  If you have any questions

or comments, please feel free to call me any time (248) 524-1058.




 




Very truly yours,




 




IRIDIUM CONSULTING, LLC




 




	

   


  	

   


  
	

  /s/ Joel R.

  Flowers


  	

   


  	

   


  
	

  Joel R.

  Flowers, Managing Member


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  JRF/lao


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Enclosures


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  cc:


  	

  Gregory J.

  DeMars


  	

   


  	

   


  
	

   


  	

  Ronald Yee


  	

   


  	

   


  
	

   


  	

  Richard

  Noelke


  	

   


  	

   


  
	

   


  	

  William

  Rolinski


  	

   


  	

   


  
					





 




 




	

  Agreed to

  and accepted by:


  	

   


  
	

  WAYNE COUNTY EMPLOYEES’ RETIREMENT SYSTEM


  
	

   


  	

   


  
	

  By: 


  	

   


  	

   


  	

  Date:


  	

   


  	

   


  
	

   


  	

  Ronald Yee, Director


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Agreed to

  and accepted by:


  	

   


  	

   


  
	

  BIG BUCK BREWERY AND STEAKHOUSE, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ William

  F.  Rolinski


  	

   


  	

  Date:


  	

   6/21/02


  	

   


  
	

   


  	

  William Rolinski, CEO


  	

   


  	

   


  	

   


  
							





 




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