Exhibit 10.1


 


MODIFICATION
AND EXTENSION


OF


CONSULTING
AGREEMENT


 


Southwest Casino Corporation, a Nevada corporation (“Southwest”), and
Operadora Dominicana Macao, S.A., a corporation organized and existing under
the laws of the Dominican Republic (“PR”), enter into this Modification and
Extension of Consulting Agreement (“Agreement”) effective June 25, 2008
(the “Effective Date”).  This Agreement
extends and modifies the prior Consulting Agreement between Southwest and PR
that was effective September 20, 2007 (the “Original Agreement”).  This Agreement amends and restates the
Original Agreement in its entirety.


 


BACKGROUND


 


A.                                    PURPOSE.  This
Agreement states the terms and conditions under which PR and Southwest agree to
extend and modify the existing consulting relationship between Palace Resorts
and Southwest, under which Southwest is providing Palace Resorts consulting
services related to a gaming operation (the “Casino”) owned and operated by PR
in Punta Cana in the Dominican Republic.


 


B.                                    GOAL AND OBJECTIVE.  The
goals and objectives of this Agreement are to extend the period during which
Southwest will provide consulting services resulting in the successful opening
of  the Casino and to state the terms and
conditions under which Southwest will provide consulting/management services to
PR after the opening of the Casino. Southwest’s consulting expertise will
specifically include, but is not limited to, providing PR with advice regarding
pre-opening development of the Casino, pre-opening marketing, staffing advice,
advice regarding the Casino floor layout, and providing advice with respect to
the number and type of gaming equipment for the Casino and ensuring that all
gaming equipment, including slot machines, are ordered, installed, and
operational during the first quarter of 2009. 
It is acknowledged by the parties that it is PR’s responsibility to
specifically approve all plans and provide all funds for the development of the
Casino and purchase of the aforementioned gaming equipment.  Upon opening, Southwest will then manage and
consult with PR regarding all operations of the Casino and endeavor to develop
and expand PR’s gaming market in Punta Cana while running an efficient gaming
operation, subject to the terms and conditions contained herein.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are acknowledged
by Southwest and PR, the parties hereby agree as follows:


 


AGREEMENT


 


1.              CONSULTING
AND MANAGEMENT SERVICES.  PR engages
Southwest to provide consulting and management services to PR in connection
with the Casino, and Southwest agrees to provide such consulting and management
services to PR in connection with the Casino, on the terms and conditions
stated in this Agreement.  Southwest’s
advise given to PR during the term of this Agreement will be revised from
time-to-time, as necessary, based on changes in law, circumstances, and
prevailing industry standards.


 


2.              TERM.  The term of this Agreement begins on the
Effective Date and extends until the fifth anniversary of the first day of the
first full calendar month during which the Casino is open to the public (the “Casino
Opening Date”), unless otherwise terminated earlier under Section 14 of
this Agreement.  PR and Southwest agree
to enter into discussions at least 180 days before the end of 


 


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the initial term regarding the possible
extension of their management relationship after the initial term.


 


3.              TIME
SCHEDULE.  Beginning
thirty (30) days after the Effective Date of this Agreement (or sooner if
requested by PR) and continuing on a monthly basis thereafter, Southwest and PR
will meet and discuss the progress of this engagement and the time deadlines
for the development of the Casino and the proposed Casino Opening Date.  At such times the parties will agree to any
additional or modified deadlines, and modifications hereto to the extent
necessary.


 


4.              PRE-OPENING
CONSULTING SERVICES.


 


4.1                               Development.  Southwest will assist in the
development of, and review plans for, and assist in the implementation of any
capital improvement plans for the Casino, including facility design or
modifications, equipment selection and purchasing, negotiations with vendors,
ordering, set-up and testing of the gaming equipment.  This review will include a cost/benefit
analysis or other appropriate method of analyzing the economic effects of all
capital improvements.  Copies of any such
analysis will be provided to PR promptly. 
PR will cause the Casino space to be constructed and all capital
improvements, other than installation of gaming equipment, to be completed no
later than thirty (30) days before the planned opening date so that Southwest
has adequate time to equip the Casino, interview, hire and train Casino
personal, in order to permit Casino operations to begin during the first
quarter of 2009.


 


4.2                               Accounting, Internal Controls, Licensing and Procedures.


 


4.2.A                   Southwest will
advise PR regarding the establishment and implementation of accounting and
other internal control systems and operations, employee and compliance manuals,
and review and provide input to PR regarding the operation of the accounting
and internal control systems and the adequacy of the operations, employee and
compliance manuals established for the Casino.  Southwest’s review will include working with
PR to determine all applicable legal requirements in the Dominican Republic and
any other applicable jurisdictional, governmental or quasi-governmental body
having regulatory authority over the Casino and its operations and personnel,
and licensing with respect thereto, and the implementation of adequate
procedures and practices to maintain compliance by the Casino.  In addition, Southwest will provide PR with
advice and assistance during the licensing phase of the opening process, to
enable PR to commence operation in accordance with the timetable set forth
herein, in full compliance with all applicable licensing requirements.


 


4.2.B                   Southwest will
immediately and continuously throughout the term hereof provide advice with
respect to the preparation and review of all financial projections and
pre-opening and post-opening operating budgets to ensure that PR has reliable
and accurate information with which to make its decisions.  Southwest will immediately advise PR of any
deficiency in any such budget and provide PR with recommendations for
corrections and/or changes thereto.  Such
advice will include, without limitation, training of appropriate personnel with
respect thereto in order to facilitate the successful operation of the Casino.


 


4.2.C                   Southwest will
analyze and provide PR with written comments regarding any projections and all
budgets prepared (or which need to be prepared) for the Casino.  Southwest will assist PR in the development
and preparation of an initial annual budget for the Casino. The initial annual
budget will be consistent with, to the extent reasonably practicable, gaming
industry standards.  The Annual Budget
will cover, among other items, the following sections:


 


(i)                                    Operating
Budget:  A budget that states in
detail, among other items, anticipated income, expense and reserves on a
month-by-month basis, supported by estimates of patronage, 


 


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sources of income and
expense, and similar items, and is tied to the strategic plan, both short term
and long term;


 


(ii)                                Capital
Expense Budget:  A budget that
covers, among other items, anticipated and proposed capital expenditures for
the year, with justification for each capital expenditure, and which is tied to
the strategic plan for the Casino, both short term and long term;


 


(iii)                            Casino
Contracts:  A separate
schedule, including all anticipated material contracts for the Casino,
including the identities of anticipated contracting parties, if known, and a
detailed explanation of the purpose for each such contract (which such material
contracts will include, without limitation, all material licenses and permits,
contracts, agreements, leases and any other undertakings which may be required
and/or material to/for the operation of the Casino);


 


(iv)                               Labor
Budget:  A separate schedule
enumerating, by job description, all employees (and the number thereof)
required to fill all necessary positions on each shift, and the hours and days
per week of employment of each such employee; and


 


(v)                                   Salary/Wage
Schedule:  Detailed salary
and wage schedules for each position in the Casino including the terms of any
proposed fringe benefits and paid time off such as vacations, bonuses, sick
leave, etc.  Southwest shall advise PR as
to the industry norm regarding all benefits for employees (at each level)
employed to work in the Casino. 
Southwest will also recommend to PR any incentives for attracting and/or
retaining top management.


 


4.2.D                   Southwest will
advise PR on the industry standards for cash and security controls and
compliance procedures for the Casino, at all times in accordance with
applicable laws and regulations.  In
conjunction therewith, Southwest will assist PR in the development, adoption,
and implementation of a written system of internal controls and compliance
procedures, including granting credit to Casino patrons, procurement and
inventory control, and the safekeeping and monitoring of all monies, inventory
and other items of value in connection with the Casino’s gaming operations,
sales, receipts, prizes, gaming and other activities relating to the operation
of the Casino and the implementation of such procedures to be utilized by
Casino personnel.  Southwest will also
cooperate with PR and its auditors with respect to any control recommendations
that PR’s auditors may suggest and which PR has agreed to implement.


 


4.2.E                     Southwest will
assist in the establishment of security procedures to have all gaming materials
and receipts secured at all times, including the placement of such funds in the
facility safe or vault and otherwise complying with any requirements imposed or
recommended by any insurer of PR, the Casino and its property, security,
auditing or bonding.  Southwest will also
analyze whether any rooms in which a safe or vault is maintained will be
equipped with coded-access alarms, television monitors, motion detectors, or
such other security systems to maintain adequate 24-hour security, where
appropriate.  Southwest shall provide PR
with its comprehensive recommendation for the security of the Casino, its
assets and its patrons.


 


4.3                               Human
Resources.


 


4.3.A                   Southwest will
review and advise PR regarding staffing needs and necessary training of
personnel, and will evaluate each position, consistent with gaming industry
standards, to achieve the most efficient staffing for each shift.


 


4.3.B                   Southwest will
advise and assist PR with respect to the development of procedures and forms
for interviewing, evaluating, hiring and maintaining Casino employees who meet
all testing, background examination and licensing standards as required by all
applicable law.


 


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4.3.C                   Southwest will
evaluate and advise PR regarding surveillance and security systems and personnel,
including the development of procedures, forms and training programs necessary
or appropriate for the operation of the Casino.


 


4.3.D                   Southwest will
review, evaluate and make recommendations to PR with regard to personnel
policies and procedures, addressing, but not limited to, the following
concerns:


 


	
  (i)

  	
   

  	
  Standards of personal and professional conduct;

  
	
  (ii)

  	
   

  	
  Employee and management communication guidelines;

  
	
  (iii)

  	
   

  	
  Customer and guest relations;

  
	
  (iv)

  	
   

  	
  Development and discipline standards;

  
	
  (v)

  	
   

  	
  Harassment in the workplace;

  
	
  (vi)

  	
   

  	
  Employee substance and alcohol abuse;

  
	
  (vii)

  	
   

  	
  Employee smoking and tobacco product use;

  
	
  (viii)

  	
   

  	
  Employee attendance;

  
	
  (ix)

  	
   

  	
  Standards of appearance;

  
	
  (x)

  	
   

  	
  Grievance and termination review;

  
	
  (xi)

  	
   

  	
  References and recommendations;

  
	
  (xii)

  	
   

  	
  Telephone use standards;

  
	
  (xiii)

  	
   

  	
  Employee assistance;

  
	
  (xiv)

  	
   

  	
  Outside employment;

  
	
  (xv)

  	
   

  	
  Found money;

  
	
  (xvi)

  	
   

  	
  Illegal activities;

  
	
  (xvii)

  	
   

  	
  Pre- employment and employment drug and
  illegal substance testing; and

  
	
  (xviii)

  	
   

  	
  Compliance with the gaming ordinance and regulations.

  



 


4.4                               Marketing.


 


4.4.A                   Southwest will
advise PR with respect to, and assist PR in the development and implementation
of a pre-opening advertising, public relations and marketing plans for the
Casino, including:


 


(i)                                    Assistance in (A) establishing
a Casino marketing department, (B) developing and using a data base
marketing system, and (C) gathering, by survey or otherwise, information
from customers to evaluate customer experiences at the Casino, including likes
and dislikes; and


 


(ii)                                Advice and
employee training programs regarding marketing, promotion and signage for the
Casino as a whole.


 


4.4.B                   Southwest will
advise PR regarding the use of newsletters, player’s clubs, mailing lists, tour
operators, or other forms of marketing, promotion and advertisement.


 


4.4.C                   Southwest will
provide recommendations for advertising placement and purchasing.  Recommended expenditures for advertising will
be in accordance with the industry standards for an operation of comparable
size.  Southwest will recommend placement
of advertising and a marketing strategy that maximizes market potential for the
Casino.


 


4.4.D                   Southwest will
provide recommendations and advice for establishing and maintaining good
relationships with the media, together with a protocol for dealing with the
media.


 


4.5                               Advice and training regarding the mix of games offered by the Casino.  Southwest will advise PR
regarding all factors to be considered, the weight given to each, and all other
relevant information for selecting the types and mixes of gaming to be
available in the Casino in order to maximize profits, and the manner in which
such mixes should be modified from time to time in order 


 


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to continue to meet customer
demand to ensure the highest return to PR from operation of the Casino.


 


4.6                               Compliance.  Southwest will review and
advise PR regarding all compliance systems and manuals, internal controls,
procedures and employee training and implementation of same, to ensure that the
Casino is run in compliance with all applicable laws, regulations and licensing
requirements.


 


4.7                               Insurance.  Southwest will advise PR regarding
appropriate insurance coverage and minimum coverage levels for all aspects of
the Casino operation, in accordance with industry standards.  If requested, by PR, Southwest will provide
PR with a list of recommended insurers through which appropriate insurance
coverage for the Casino may be obtained.


 


5.              Management Services after Casino Opens.  Southwest will consult with and
advise PR regarding the operation of the Casino after the Casino opens to the
public.  Southwest will provide
management services to the Casino both in a corporate capacity and through the
General Manager of the Casino.  Southwest
will not be involved in any way in the management of any other facilities or
services of the Punta Cana resort, including without limitation, food and
beverage services, hotel, condominiums, and any other amenities or services
provided by PR other than the Casino.


 


5.1                               Southwest’s
responsibilities include management and advice regarding, but not limited to,
the following:


 


5.1.A                   Supervising and
managing all activities necessary for the conduct of gaming at the Casino.


 


5.1.B                   Equipping,
maintaining and improving the Casino, including management of the mix of games
offered by the Casino as described in Section 4.5 of this Agreement.


 


5.1.C                   In conjunction
with PR, establishing the operating days and hours at the Casino.


 


5.1.D                   Managing,
implementing and enforcing the human resources program, policies and practices
developed in accordance with Section 4.3 of this Agreement, including
hiring, firing, training and promoting employees at the Casino, which includes
overseeing the initial hiring, qualifying and training process for Casino
employees, all in accordance with practices and procedures approved by PR, in
its sole discretion.


 


5.1.E                     Managing and
implementing the marketing and promotion activities developed in accordance
with Section 4.4 of this Agreement.


 


5.1.F                     In conjunction
with PR, establishing, maintaining and managing appropriate security personnel,
systems and protocols with respect to the Gaming Operations at the Casino, its
customers and employees and the handling of monies related to the Gaming
Operations at the Casino; provided, however, that at no time shall Southwest’s
handling of monies related to the Gaming Operations of the Casino exceed the
authority granted pursuant to the policies and procedures prepared by Southwest
and agreed to in writing by PR.


 


5.1.G                   Maintaining all
books and records necessary for the Gaming Operations at the Casino.  Notwithstanding the foregoing, Southwest
shall provide PR with complete and unfettered access to the books and records
of the Casino.


 


5.1.H                   Implementing
and managing the compliance systems developed in accordance with Section 4.6
of this Agreement to comply with laws and regulations that apply to the
operation of the Casino.  This will
include providing PR with all information necessary for PR to comply with laws
and regulations that apply to the operation of the Casino.


 


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5.1.I                        Such other
duties agreed upon from time to time by Southwest and PR.


 


5.2                               General Manager.  Subject at all times to the prior consultation
with, and consent and approval of PR, Southwest will appoint and hire, as an
employee of Southwest, as the on-site General Manager of the Casino.  The General Manager will have primary
authority over the operation of the Casino and all Casino personnel and who
will make, or delegate to an appropriate staff member responsibility and
authority for making, all day-to-day business decisions required for the
operation of the Casino; provided, however, that in no event shall the General
Manager delegate any responsibility expressly set forth in the General Manager’s
job description, prepared by Southwest and approved in writing by PR, as
non-delegable.  The General Manager will
have ultimate authority over and responsibility for adequately supervising and
monitoring these delegated tasks. The General Manager will be an employee of
Southwest.  The salary and costs of
benefits provided to the General Manager will be paid by Southwest, except that
any bonus paid to the General Manager based on the performance of the Casino
(which bonus must be approved by PR) will be paid by the Casino and considered
a Casino Operating Expense.


 


5.3                               Standard
of Care.  In the exercise of its management duties hereunder, Southwest and General
Manager shall at all times manage and maintain the Casino in a manner utilizing
standards and procedures which are comparable to the management of a “first-class”
casino similar in quality to existing casinos in the Caribbean, subject to such
adjustments as Southwest, in its reasonable, good-faith discretion, deems
necessary or appropriate.  Southwest
shall establish such standards and procedures in consultation with PR.


 


6.              EMPLOYEES
AND OPERATIONS


 


6.1                               Personnel.  All employees of the Casino will be PR
employees assigned to the Casino under the authority and supervision of the
General Manager, who will work in conjunction with Southwest.  Employees of the Casino must not be employees
of Southwest.  All responsibility for
employment decisions, including, but not limited to, the hiring, firing, promotion,
transfer, compensation and discipline of employees will, however, be the sole
responsibility of Southwest, who will make these decisions in accordance with
the rules, regulations, policies and procedures and prudent employment
practices established by Southwest and approved by PR in its sole discretion,
for use in the operation of the Casino.


 


6.2                               Security Clearance and Background Reviews.  Southwest must conduct adequate
background reviews, at a minimum, in accordance with industry standards, as may
be necessary and appropriate to the position to be filled and the
responsibilities of that position at the Casino.  Any background review must be sufficient to
meet the requirements of Applicable Law.


 


6.3                               Limited Appointment of Southwest as Agent of PR.  Southwest is appointed,
delegated, retained and authorized to act on behalf of PR as PR’s agent in
carrying out solely those duties set forth herein which are necessary to the
proper and efficient management and operation of the Casino; provided, however,
that Southwest’s actions as agent hereunder shall at all times be in strict
compliance with the terms and conditions hereof and the policies and procedures
prepared by Southwest and approved in writing by PR.


 


6.4                               Operation of General Business and Business Affairs.  Southwest will advise and
consult with PR regarding the day-to-day operation of the gaming operations and
the Casino, including, but not limited to, the advice with respect to the
general business and business affairs of PR in connection with the operation,
equipping, management and maintenance of the Casino


 


6.5                               Engage Other Professionals.  Southwest
will recommend to PR  and with the
prior written consent of PR, arrange for the engagement of other advisors and
appropriate professionals


 


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from time-to-time as reasonably necessary to promote the sound and
efficient operation of the Casino.


 


7.     BUDGETING, ACCOUNTING AND
FINANCIAL REPORTING


 


7.1          Budgeting.  At
least ninety (90) days before the start of each fiscal year of the Casino,
Southwest will submit to PR a detailed proposed annual budget for the next
fiscal year as described in Section 4.2.C. 
Southwest will then consult with PR regarding the proposed budget for a
period of thirty (30) days immediately following delivery thereof and negotiate
with PR during such period any requested revisions to the proposed budget.  Within fifteen (15) days of the termination
of such immediately preceding thirty (30) day period, PR will provide Southwest
with a written list of all line items included thereon with respect to which
the parties have failed to agree and to which PR objects (the “Objection List”).  Southwest and PR will negotiate in good faith
to resolve such line items prior to the start of the upcoming fiscal year;
provided, however, that PR shall have the ultimate authority to approve such
disputed line items listed in the Objection List which have not been resolved
between the parties, in a form, satisfactory to PR.  Such approval must be at least ten (10) days
prior to the start of the next fiscal year (this approved budget is referred to
as the “Annual Budget” in this Agreement). 
In the event the parties are still negotiating any disputed items on the
Objection List at the time of the start of the fiscal year, to the extent such
disputed items were on the prior year’s budget, until resolved, such disputed
item shall be included in the Annual Budget using the prior fiscal year’s
amounts until a resolution of such disputed item has been made.  Southwest may submit revised budgets to PR
during the fiscal year if necessary to reflect significant unexpected events or
changes or unanticipated revenue or expenses. 
Upon approval by PR, a revised budget will become the Annual Budget.


 


7.2          Emergency Expenses.  Whenever, by reason of circumstances beyond
the reasonable control of the parties, emergency expenditures are required to
be made to ensure that the operations of the Casino are maintained, or to
protect life, person or property, Southwest shall immediately notify PR, or
vice versa, of such emergency and the parties will immediately negotiate in
good faith any necessary modification to the Annual Budget to enable the
parties to undertake to correct the emergency.


 


7.3          Accounting.  Southwest will assist in the creation and
maintenance of, and provide oversight to, the accounting systems and procedures
described in Section 4.2. that must, at a minimum:  (a) include an adequate system of
internal accounting controls; (b) permit the preparation of financial
statements in accordance with GAAP; (c) be susceptible to audit; and (d) permit
PR and Southwest to accurately calculate Southwest’s compensation.


 


7.4          Financial Records and Statements. 
Southwest will cause the Casino to maintain full and accurate books and
records pertaining to the operation of the Casino.  PR and its authorized representatives shall
have full and unfettered access to the Casino’s books and records.  The Casino’s books will be kept in compliance
with GAAP and the requirements of any other applicable laws or
regulations.  Southwest will cause the
Casino’s in-house accounting/bookkeeping staff to prepare and provide to PR and
Southwest a weekly revenue flash report and comparative monthly, quarterly and
annual financial statements showing all sales, revenue, other income and all
other amounts collected and received, and all expenses, deductions and
disbursements made therefrom in connection with the operation of the Casino and
in conformance with the Budget and appropriate accounting standards followed by
the Casino.  PR will engage Ernst &
Young, or such other accounting firm reasonably acceptable to Southwest, to
perform an annual audit of the annual financial statements and  of the Casino revenue and of all major contracts for
supplies, services or concessions reflected in the Casino Operating
Expenses.  The annual audited financial
statements 


 


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must be delivered to Southwest and PR as soon
as available, but in no event more than ninety (90) days after the end of each
fiscal year of the Casino.


 


8.     EXPERIENCE, SUITABILITY, AND AUTHORITY


 


8.1          Experience.  Southwest represents and
warrants to PR that Southwest has the experience and ability to successfully
open and the experience of successfully operating, a gaming enterprise substantially
equivalent to the projected size and revenue of the Casino.


 


8.2          Suitability of Southwest. 
Southwest represents and warrants that each of Southwest and every
officer, director, employee or agent of Southwest, is of good repute and moral
character, and none of them (i) has been denied a gaming license by any
gaming licensing jurisdiction, (ii) currently has a gaming license which
has been suspended by any gaming licensing jurisdiction, (iii) has had a
gaming license revoked by any gaming licensing jurisdiction, or (iv) is
employed in any part-time or full-time employment with a government or private
employer in any capacity that would create a conflict of interest between
Southwest’s employment and the interests and objectives of PR.  No officer, director, employee, agent or
shareholder of Southwest has been arrested, indicted for, convicted of, or
pleaded nolo contendere to any
felony or any gaming offense, nor has any such person had any association with
individuals or entities connected with organized crime, nor is any such person
or entity a person or entity whose prior activities, criminal record, if any,
or reputation, habits and associations pose a threat to the public interest or
the effective regulation of gaming, or who would create or enhance the dangers
of unsuitable, unfair or illegal practices, methods and activities in the
conduct of gaming, or the carrying on of the business and financial
arrangements incidental thereto.


 


8.3          Background Investigation.  Upon execution of this Agreement, each of
Southwest and PR will have a period of thirty (30) days in which to complete
any background or other suitability investigation into the other party that
Southwest or PR deems necessary.  Each of
Southwest and PR agrees to provide promptly to the other any information
reasonably requested by the other in connection with their respective
background investigations.  If either
Southwest or PR concludes, each in its sole discretion, that it is unable or
unwilling to work with the other as a result of any background investigation
they choose to pursue, this Agreement will terminate immediately upon written
notice to the other party and be of no further force or effect and no
compensation will be due nor will any liability arise to or from Southwest and
PR.


 


8.4          Authority.  Southwest and PR have all required corporate
power and authority to enter into and perform its respective obligations in
accordance with this Agreement.  The
undersigned representatives of Southwest and PR have full power and authority
to enter into this Agreement and to bind Southwest and PR, respectively, to the
terms and conditions hereof.


 


8.5          Insurance.  Southwest currently has in place the
insurance coverage listed on Schedule 8.5 hereto, which such schedule
contains the name of the insurer, a description of the coverage, the coverage
limitations and the maximum amount per claim and in the aggregate under each
such policy.  Southwest warrants that
such insurance coverage will cover all potential liabilities of Southwest
arising hereunder.  Southwest covenants
and agrees that at all times hereunder it will maintain the insurance policies
set forth on Schedule 8.5, on terms and conditions at least as favorable as
those described thereon, unless PR shall require a change in any of the terms
or conditions thereof in light of the facts and circumstances at such time,
upon thirty (30) days notice to Southwest. 
PR shall be named an additional insured on each such policy and each
policy shall contain a provision whereby the insurer shall be required to
provide PR with prior written notice of any default hereunder, which PR in its
sole discretion may cure, and thirty (30) days prior written notice of the
termination of any such policy.  Any
amounts paid by PR hereunder shall reduce 


 


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amounts payable to Southwest
under this Agreement, unless paid by Southwest to PR within five (5) days
of payment by PR.  Upon delivery to PR of
copies of all of the insurance policies for the coverage listed on Exhibit 8.5
and proof of insurance containing the terms and conditions contained herein,
with PR named as an additional insured, PR shall have fourteen business days
(14) to review such information and if deemed inadequate by PR, in its sole
discretion, to terminate this Agreement by notice to Southwest.


 


9.     COMPLIANCE WITH LAWS.  Southwest agrees and covenants that it
complies and will continue to comply with all applicable laws pertaining to its
status as a gaming consultant, and when applicable, manager of gaming
operations, including all applicable licensing requirements.  All advice provided by Southwest to PR will
at all times, if followed by PR, be in full compliance with applicable law.


 


10.  COMPENSATION OF SOUTHWEST.  In consideration for the
services performed by Southwest under this Agreement, PR will pay to Southwest
the following:


 


10.1        Pre-opening Services.  For consulting, advisory and training services provided by Southwest to
PR prior to the Casino Opening Date, PR agrees to pay a consulting fee to
Southwest equal to $50,000 per month for each full or partial calendar month
before the Casino Opening Date.  PR will
make successive $50,000 payments to Southwest on the 1st day of each
month.


 


10.2        Management Services.  For
continuing consulting, advisory and management services provided to PR with
respect to the Casino after the Casino Opening Date, beginning the first full
calendar month of Casino operations, Southwest will be paid a monthly fee equal
to five percent (5%) of Net Casino Revenues (as defined below), but not less
than $100,000 per month.  To the extent
five percent (5%) of Net Casino Revenues is less than $100,000 in any month,
such deficiency amount will be debited to a deficit account established on the
Casino’s books and records.  In any month
that five percent (5%) of Net Casino Revenues exceeds $100,000, the management
fee will be reduced to $100,000 and the excess credited to the deficit
account.  At year end PR will pay
Southwest the $100,000 of Net Casino Revenues as the final monthly management
fee for the then fiscal year.  Following
the audit of the Casino in accordance with Section 7.4 herein, including
the deficit account so established, and within sixty (60) days of delivery of
the audited financials of the Casino, the positive balance, if any, in the fee
deficit account will be paid to Southwest as the final payment for the prior
fiscal year.


 


10.2.A    Net Casino Revenues means the Gross Gaming Revenues of the Casino less (a) amounts
paid out as, or paid for, prizes and (b) operating expenses of the Casino
as described below (“Casino Operating Expenses”).  For purposes hereof, “Gross Gaming Revenues”
shall mean (y) in the case of machines, drop from the machines less
jackpots and fills and, (z) in the case of table games, drop less fills.


 


10.2.B    Net Casino Revenues will include an amount equal to eight percent (8%)
of the face value of any free play on slot machines and similar games, and
eighteen percent (18%) of the face value of any free play on table games given
to resort guests by PR.  These
percentages will be adjusted annually throughout the term of this Agreement to
equal the actual % of hold to drop for machine play and table games at the
Casino.


 


10.2.C    Casino Operating Expenses means the following direct costs of operation
of the Casino incurred during the applicable fiscal period:


 


(i)            Wages,
salaries, training and benefit expenses for employees of the Casino (including
all expenses related to background checks and licensing of Casino employees and
any bonus paid to General Manager, if any);


 


9

















 


(ii)           Materials and supplies used in the Casino
post Casino Opening Date;


 


(iii)         All operational maintenance expenses of the
Casino and its gaming equipment, post Casino Opening Date;


 


(iv)          Any costs incurred in connection with the
licensing and regulation of the Casino’s gaming operations;


 


(v)            All
costs of Casino-specific marketing programs;


 


(vi)          Actual cost of all promotional goods provided
to Casino patrons by the Casino;


 


(vii)         Actual costs of travel provided to Casino
patrons by the Casino; and


 


(viii)        Taxes and other fees imposed by the licensing
authority of the Casino.


 


10.2.D    Casino Operating Expenses also include the following indirect or shared
operating expenses of the Casino:


 


(i)            Costs
of lodging at the Moon Palace Resort provided by the Casino to Casino
patrons.  Lodging costs will be charged
to the Casino at the rate of $100/person/night double occupancy, or
$150/person/night single occupancy, during the fiscal year 2009.  Thereafter, PR shall be permitted to make
reasonable adjustments to such rates on an annual basis by delivery of the new
rate schedule to be used hereunder to Southwest.  These rates include lodging and all other “all-inclusive”
amenities provided without additional charge to resort guests generally.  Southwest covenants and agrees that such
rates may not be disclosed by Southwest or its Representatives to anyone, and
will be subject to the confidentiality provisions contained in Section 13.


 


(ii)           Costs of any other resort amenities (i.e.
golf, spa services) provided to Casino patrons by the Casino that are not
included in the resort’s all-inclusive rates will be charged to the Casino at
the actual cost to the resort of providing such amenities.


 


(iii)         A portion of any expenses for marketing
efforts coordinated between the Casino and the resort generally.  PR and Southwest will agree upon the
appropriate portion of the expenses to be charged to the Casino on a case-by-case
basis.  In no event shall the shared
marketing expense be included in 10.2C above.


 


10.2.E     Casino Operating Expenses do not include, and no deduction will be made
when determining Net Casino Revenues for the following charges or expenses:


 


	
  (i)

  	
  The management fee (or any part thereof) paid to Southwest under this
  Agreement.

  
	
   

  	
   

  
	
  (ii)

  	
  Any charge in the nature of overhead for the resort generally.

  
	
   

  	
   

  
	
  (iii)

  	
  Any charge in the nature of rent or utility expenses.

  
	
   

  	
   

  
	
  (iv)

  	
  Any charge in the nature of interest expense.

  
	
   

  	
   

  
	
  (v)

  	
  Any charge in the nature of depreciation or amortization.

  



 


10.3        Reimbursement of Pre-Opening
Costs.  PR
will reimburse or pay directly any and all reasonably documented pre-approved
costs incurred by Southwest in fulfilling Southwest’s responsibilities under
this Agreement approved in accordance with the terms of this Agreement (the “Pre-Opening
Expenses”); provided, however, that such costs will not include: its employees
salaries or related benefit costs, taxes on income earned hereunder, licensing
fees incurred by Southwest as a result of its doing business in the Dominican
Republic, and any other similar general business or 


 


10

















 


overhead expenses incurred by Southwest as a
result of its entering into this Agreement. 
Pre-Opening Expenses will include the pre-approved costs of architects,
interior designers, information technology, surveillance, lighting and other
consultants and advisers retained to assist in the initial design of the
Casino, as well as other pre-approved, pre-opening costs incurred in connection
with the development of the Casino. 
Pre-Opening Expense also includes any pre-opening marketing and
pre-opening labor costs, including wages paid to PR employees in training, to
the extent not paid directly by PR.  Southwest
will submit its Pre-Opening Expenses to PR for reimbursement in accordance with
the procedures communicated to Southwest by PR from time to time.  Southwest must receive approval from PR
before incurring any single Pre-Opening Expense not included in a PR approved
budget.  If Southwest incurs any single
Pre-Opening Expense before receiving written approval from PR, PR may, but is
not obligated to, reimburse such expense. 
For purposes of this Agreement, the following expenses that may be
incurred by Southwest will not be Pre-Opening Expenses and will be paid by
Southwest and will not be reimbursed (in whole or in part as described below)
by PR:


 


10.3.A    Pre-opening Travel Expenses.  Before
the Casino Opening Date, PR will reimburse to Southwest fifty percent (50%) of
all expenses incurred by Southwest for travel, food and lodging for Southwest
personnel providing Consulting Services under this Agreement.  Total travel expenses reimbursed by PR before
the Casino Opening Date cannot exceed $50,000 plus $5,000 for each month after August 2008
that Southwest provides pre-opening consulting services, without the express
written consent of PR to such additional travel expenses.


 


10.3.B    Market Study. 
Southwest paid all expenses incurred in connection with the completion
of an independent third party market study for the Casino prepared by Gaming
Market Advisors.


 


10.4               Reimbursement of Management
Costs.  The
Casino will reimburse or pay directly any and all pre-approved reasonable costs
incurred by Southwest in fulfilling Southwest’s responsibilities under this
Agreement after the Casino Opening Date (the “Continuing Expenses”).  Except as stated below, Continuing Expenses
will include all pre-approved costs that may be incurred by Southwest in
connection with the operation of the Casino, including marketing expenses and
labor costs, which include wages paid to PR employees in training, to the
extent not paid directly by PR, as well as all expenses incurred by Southwest
for travel, food and lodging for Southwest personnel providing Services under
this Agreement after the Casino Opening Date. 
Southwest will submit its Continuing Expenses to the Casino for
reimbursement in accordance with the standard expense approval procedures
established for the Casino.  Southwest
must receive approval from PR before incurring any single Continuing Expense
item that is not included in the Annual Budget of the Casino.  If Southwest incurs any single Continuing
Expense item that is not included in the Annual Budget before receiving
approval from PR, PR may, but is not obligated to, reimburse such expense.


 


10.5               Operational Consultants and
Advisors.  The fees and expenses of any consultants and
professional advisors engaged by PR or engaged by Southwest with the approval
of PR will be paid by the Casino.


 


10.6               Expenses Approvals.  All expenses requiring approval hereunder must receive the prior
written approval of Mr. Roberto Chapur or Mr. Rodrigo Chapur, or such
other person as shall be designated from time to time, in writing, by Mr. Roberto
Chapur.


 


11.  INDEPENDENT CONTRACTOR. Both PR and Southwest agree that Southwest will act strictly as an
independent contractor in the performance of its duties under this
Agreement.  Accordingly, Southwest will
be responsible for payment of all taxes including federal, state and local
taxes arising 


 


11

















 


out of Southwest’s activities in accordance
with this Agreement, including by way of illustration but not by limitation,
federal and state income tax, social security tax, unemployment insurance
taxes, and any other taxes or gaming or business license fees as may be
required.


 


12.  NO PARTNERSHIP, NO THIRD PARTY BENEFICIARIES.  Nothing in this Agreement may be deemed as creating a partnership,
joint venture or similar business relationship between Southwest and PR.  Nothing in this Agreement may be construed to
create any contract right on the part of any third party or any duty or
obligation to such third party on the part of Southwest or PR whatsoever.


 


13.  CONFIDENTIAL INFORMATION. Each Party agrees that any information received by it or any agent,
representative, officer, director, partner, shareholder, member, employee,
affiliate, consultant or other professional retained by it (“Representatives”),
concerning the other party during the performance of this Agreement, regarding
the other parties’ organization, financial matters, marketing plans, or other
information of a proprietary, confidential or personal nature, will be treated
by such party as “Confidential Information” 
The Confidential Information may not be disclosed at any time to
the public or to any third party.  During
the Term of this Agreement and from and after the date on which this Agreement
is terminated, each party agrees to, and agrees that its Representatives will,
keep confidential and refrain from using, divulging, disclosing or making
available or assessable to any person, employer or other entity or to use, or
permit the use of, for its own benefit or for the benefit of others, at any
time, any or all of the Confidential Information.  In the event that a party or any of its
Representatives becomes legally compelled to disclose any Confidential
Information, such party agrees to provide the other party with prompt written
notice so that the such party may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement.  In the event that such a protective order or
other remedy is not timely obtained, or that the party owning the Confidential
Information waives compliance in writing with the provisions of this Agreement,
the other party shall furnish only that portion of the Confidential Information
which the disclosing party’s counsel advises in writing is legally required,
and shall exercise its best efforts to obtain reliable assurances that the
Confidential Information so furnished shall be afforded confidential
treatment.  Each party (on its own behalf
and on behalf of its Representatives) acknowledges that a breach by it or its
Representatives of the terms of this Section would cause irreparable and
irremediable injury or harm to the other party and its shareholders,
affiliates, directors, officers, members, employees and clients, the damages
for which would be difficult if not impossible to calculate or determine.  Accordingly, each party (on its own behalf
and on behalf of its Representatives) acknowledges and agrees that upon the
occasion of its or its Representatives breach hereunder, the other party shall
be entitled to specific performance of the covenants of this Agreement,
including temporary or permanent injunctive relief to the extent permissible,
in addition to such other equitable and legal remedies as may be available
under the circumstances.  In addition, PR acknowledges and agrees that
Southwest is a public company that is required to file periodic reports and
other information with United States Securities and Exchange Commission and
provide public information in accordance with the rules and regulations of
the Securities and Exchange Commission. 
Nothing in this Agreement limits the ability of Southwest to make such
filings and announcements as Southwest reasonably determines, in its sole
discretion, are required or advisable under applicable securities laws.  This provision will survive the termination
of this Agreement.


 


14.  TERMINATION AND DEFAULT.


 


14.1        Involuntary Termination Due
to Changes in or Compliance with Applicable Laws.  It is
the understanding of the parties that the operation of the Casino will comply
with all applicable laws. If this Agreement or the Casino is determined by a
court of competent jurisdiction no longer to be lawful, the obligations of the
parties will immediately cease and this Agreement will 


 


12

















 


be null and void.  In the event that Southwest determines the
Casino or its operations may not comply with rules, regulations or laws
applicable to the Casino, PR or Southwest, Southwest may terminate this
Agreement.


 


14.2        Events of Default.


 


14.2.A    Any one or more of the following will constitute an event of default as
that term is used in this Agreement:


 


(i)            Upon a default in the payment of any amount
due under this Agreement if such default continues for more than ten (10) days
after the due date thereof; or


 


(ii)           Upon any material default in the observance
or performance of any covenant, condition, or agreement by either party and
such default has continued for more than thirty (30) days after receipt of
written notice to cure the default; or


 


(iii)         Upon any breach by Southwest of any of its
representations or warranties provided herein and such breach has not been
cured within thirty (30) days after delivery of written notice to cure the
breach; or


 


(iv)          If either party shall become insolvent, or
shall make a transfer for the benefit of its creditors; or


 


(v)            If either party shall file a petition under
any section or chapter of the United States Bankruptcy Code, as amended, or
under any similar law or statute of any governmental authority, or either party
is adjudged bankrupt or insolvent in proceedings filed against such party
thereunder; or


 


(vi)          If a receiver or trustee shall be appointed
for a party or for all or substantially all of its assets, and such appointment
is not vacated or otherwise caused to be set aside within ninety (90) days from
the occurrence thereof; or


 


(vii)         Southwest shall lose any license that it
holds or is required to hold to perform its services hereunder; or


 


(viii)        By PR, in accordance with Section 8.5
hereof; or


 


(ix)          in the event the real property upon which the
Casino is built is taken by condemnation at any time during the term hereof, PR
may terminate this Agreement. .


 


14.3        Termination.


 


14.3.A    After the end of the second full year of Casino Operations, PR may terminate
this Agreement at the end of any full year of operation of the Casino if Net
Casino Revenues during that year are more than thirty percent (30%) lower than
the Net Casino Revenues stated in the Annual Budget of the Casino for that
year.  Such termination shall be
effective ninety (90) days after delivery of written notice of termination to
Southwest.


 


14.3.B    After the end of each successive six (6) month period of Casino
Operations, PR may terminate this Agreement by notice to Southwest if the
average Casino win percentage for the games twenty-one (blackjack), craps,
roulette and baccarat during such six (6) month period is 25 percent or
more below the average win percentages for twenty-one of 11.41%, craps of
13.35%, roulette of 17.94% and baccarat of 12.46% (as reported by the Nevada
State Gaming Control Board for the Clark County Las Vegas Strip Area during
period April 1, 2007 to March 31, 2008) (each, the “Las Vegas %”).  For purposes of clarification, the Las Vegas
%s used herein will be changed annually, unless such percentages are changed
and available every six (6) months from the Nevada State Gaming Board for
the Clark County Las Vegas Strip Area, in which event such Las Vegas %s 


 


13

















 


shall be changed hereunder
every six (6) months.  For purposes of determining
whether the average Casino win percentage is 25% or more below the Las Vegas %,
actual Casino drop (cash in the table drop box plus any credit issued) for each
of twenty-one, craps, roulette and baccarat will be multiplied by the Las Vegas
% applicable to each game to determine the theoretical win for that game.  The theoretical win for the four games will
then be totaled to determine the aggregate theoretical win.  The aggregate theoretical win will then be
compared to the actual Casino win (drops minus fills, plus credits, plus the
net change between the opening and closing value of the dealer’s tray) for
twenty-one, craps, roulette and baccarat.


 


14.3.C    The non-defaulting party may terminate this Agreement immediately upon
an Event of Default (as defined in Section 14.2) by the other party.


 


14.4        Rights on Termination.  If PR
exercises its right to terminate this Agreement, PR will pay Southwest all fees
due Southwest under this Agreement to the date of termination and reimburse all
expenses incurred by Southwest in accordance with this Agreement up to the date
this Agreement terminates as determined under Section 14.3 (the “Early
Termination Date”).  PR will pay all such
fees on or before the Early Termination Date and reimburse all such expenses no
later than fifteen (15) days after the later of (a) the Early Termination
Date; or (b) the date Southwest submits expenses for reimbursement in
accordance with this Agreement.


 


15.  FORCE MAJEURE.  All obligations set forth in this Agreement
will be subject to impossibility of performance as a consequence of any strike,
lock-out, fire, destruction, acts of God, restrictions of any governmental
authority, civil commotion, unavoidable casualty or other cause beyond the
control of either party (including, but not limited to, material damage by
hurricane), and neither party shall be deemed to be in default hereunder if
such performance is delayed as a result of such impossibility and any
corresponding payment obligations arising during the suspended period shall be
waived; provided, however, that if such suspended performance cannot be
performed within nine (9) months as a result of such impossibility, PR may
terminate this Agreement, at its option, by thirty (30) days prior notice to
Southwest.


 


16.  SEVERABILITY.  To the extent any provision of this Agreement
is found invalid or unenforceable, it will be considered deleted from this
Agreement and the remainder of that provision and this Agreement will be
unaffected and will continue in full force and effect.


 


17.  GOVERNING LAW.  The parties acknowledge and agree to comply
with applicable governmental law in connection with the development and
operation of the Casino.  The terms of
this Agreement shall be governed and construed under the laws of the State of
New York without regard to principles of conflicts of law.  If an inconsistency or conflict between the
terms of this provision and any other provision in any document made a part of
this transaction occurs, the terms of this provision will control and prevail.


 


18.  NOTICES.  Any notice required to be given under this
Agreement will be delivered by hand, by nationally recognized overnight
courier, or by certified mail, return receipt requested, addressed as follows:


 


to PR at:


 


Operadora
Dominicana Macao, S.A.


c/o
PALACE RESORTS


8725
NW 18TH Terrace Suite 301


Miami,
Florida 33172

Attention:  Lourdes Rodriguez

Fax. No.:  (305) 416-6567


 


14

















 


Email:  lrodriguez@palaceresorts.com


 


With
a copy to:


 


Curtis,
Mallet-Prevost, Colt & Mosle LLP

101 Park Avenue

New York, New York  10178-0061

Attention:  William L. Bricker, Jr.

Fax No.: (212) 697-1559

Email:  wbricker@curtis.com


 


to Southwest at:


 


Southwest Casino Corporation


2001 Killebrew Drive, Suite 350


Minneapolis, Minnesota 55425


Attention: Thomas E. Fox, President

Fax. No.: 952-853-9991

Email: tefox@swcasino.com


 


With a copy to:


 


Southwest Casino Corporation

2001 Killebrew Drive, Suite 350

Minneapolis, MN 55425

Attention: General Counsel

Fax. No.: 952-853-9991


Email:
tsnook@swcasino.com


 


The above addresses may be changed at any
time by written notice to the other party.


 


19.  ASSIGNMENTS.  This Agreement is for personal services and
specialized experience and expertise of Southwest and may not be assigned by
either party without the written consent of the other party; provided, however,
that PR may assign this Agreement to an affiliate who is the assignee of the
resort and the Casino.


 


20.  ENTIRE AGREEMENT.  This Agreement contains the
entire agreement of the parties on the subject matters stated in this
Agreement, and neither party is relying on any statements, representations or
promises made by another (whether or not a party hereto) that are not in this
document.  This document will be deemed
drafted by both parties and will not be construed against any party by virtue
of such draftsmanship.


 


21.  NATURE OF SERVICES AND RECOMMENDATIONS. 
Southwest will use commercially reasonable efforts when providing its
services and recommendations under this agreement.  Southwest and PR agree that the nature of the
services and recommendations that Southwest will provide under this agreement
require Southwest to apply its experience and expertise on behalf of PR and the
Casino, which requires the application of considerable judgment and the making
of assumptions, all of which may prove inaccurate.  PR and Southwest acknowledge and agree that
in providing consulting, advisory and management services under this Agreement,
Southwest is not 


 


15

















 


guaranteeing the success of the Casino and
nothing in this Agreement can be construed as an assurance or guarantee of any
operating result or level of performance of the Casino.  Southwest does not guarantee any level of
performance or profitability, including without limitation revenue, profits,
net income, cash flow or customer levels at the Casino.  Except as set forth in Section 22, in no
event will Southwest be liable, for any payment to PR in excess of the fees
actually paid to Southwest by PR nor will Southwest be liable to PR, whether in
contract, warranty, tort or otherwise for any special, indirect, incidental or
consequential damages of any kind or nature whatsoever.


 


22.  INDEMNITY.  (a)         Southwest
hereby indemnifies and holds PR, any of its shareholders, members, directors,
managers, officers, employees, affiliates, agents and representatives
(collectively, the “Indemnified Parties”) harmless from and against any and all
judgments, damages, liabilities, losses, penalties, excise taxes, fines, fees,
costs, expenses (including, but not limited to fees and expenses of attorneys
and other professionals) and awards finally determined to be due and owing, and
amounts actually paid in settlement by PR, directly or indirectly, arising out
of or related to the bad faith, willful misconduct, willful negligence or fraud
of Southwest, its shareholders, members, directors, managers, officers,
employees, affiliates, contractors or subcontractors, agents or representatives
in carrying out or failing to carry out its duties, obligations and liabilities
under the Agreement.  Any amounts not
paid within five (5) days of submission of a claim therefore by PR shall
reduce any amount due to Southwest hereunder.


 


22.1.A    Notice of Third
Party Claim.  PR shall promptly
notify Southwest (the “Indemnifying Party”) in writing within fifteen (15) days
of notice of any pending or threatened claim or demand asserted by a third
party which the Indemnified Party has determined has given or could give rise
to a right of indemnification under this Agreement (“Third Party Claims”)
against the Indemnified Party, describing in reasonable detail the facts and
circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not
release the Indemnifying Party from any of its obligations under this Section 22
except to the extent the Indemnifying Party is materially prejudiced by such
failure.  Subject to the Indemnifying
Party’s right to defend in good faith Third Party Claims as hereinafter
provided, the Indemnifying Party shall satisfy or contest its obligations under
this Section 22 within fifteen (15) days after the receipt of written
notice thereof from the Indemnified Party. 
If the Indemnifying Party acknowledges in writing its obligation to
indemnify the Indemnified Party hereunder against any losses that may result
from a Third Party Claim, then the Indemnifying Party shall be entitled to
assume and control the defense of such Third Party Claim at its expense and
through counsel of its choice if it gives notice of its intention to do so to
the Indemnified Party within fifteen (15) days of the receipt of such notice
from the Indemnified Party; provided,
however, that the Indemnified
Party may participate in such defense and retain separate counsel at its own
cost and expense, without prejudice to the rights of the parties to control the
defense of their respective interests. 
In the event the Indemnifying Party exercises the right to undertake any
such defense against any such Third Party Claim as provided above, the
Indemnified Party shall cooperate with the Indemnifying Party in such defense
and make available to the Indemnifying Party, at the Indemnifying Party’s
expense, all witnesses, pertinent records, materials and information in the
Indemnified Party’s possession or under the Indemnified Party’s control
relating thereto as is reasonably required by the Indemnifying Party.  Similarly, in the event the Indemnified Party
is, directly or indirectly, conducting the defense against any such Third Party
Claim, the Indemnifying Party shall cooperate with the Indemnified Party in
such defense and make available to the Indemnified Party, at the Indemnifying
Party’s expense, all such witnesses, records, materials and information in the
Indemnifying Party’s possession or under the Indemnifying Party’s control
relating thereto as is reasonably required by the Indemnified Party.  No such Third Party Claim may be settled by
the Indemnifying Party without the written consent of the Indemnified 


 


16

















 


Party (which consent shall not
be unreasonably withheld); provided, however that any such settlement shall in
all cases release the Indemnified Party from all liability with respect
thereto.


 


22.1.B    Claims between PR and
Southwest.  PR and Southwest shall
attempt to resolve between themselves any claims for indemnification hereunder
not a result of a Third Party Claim.  The
notification provisions of Section 22.1A shall also apply to claims
between PR and Southwest.


 


22.1.C    Survival.  This indemnity shall survive the termination
of this Agreement.


 


23.  AMENDMENTS.  This Agreement may only be amended in a
writing signed by both parties.


 


24.  USE OF INFORMATION AND MATERIALS.  This
Agreement will not be construed as granting any rights or interest to PR with
respect to the equipment of Southwest or to the use of any of the proprietary
marks of Southwest without the prior written approval of Southwest.  However, project deliverables and all other
materials provided to PR as part of Southwest’s duties under this Agreement
will become the property of PR. 
Information contained in any operations, personnel, marketing, internal
controls and other manuals, as well as operating procedures which will be
developed and utilized by Southwest for PR are the property of PR.


 


Southwest agrees that this Agreement will
not be construed as granting Southwest any rights or interest of whatever
nature in or to PR’s proprietary information and materials provided to
Southwest in the course of this Agreement, nor to any service marks, trademarks
or other intellectual property owned or licensed by PR and used in the
operation of the Casino.  Southwest
agrees that all such information is the sole and exclusive property of PR, and
Southwest will not utilize such information, nor reproduce it for use by
others, nor provide it to any other person, corporation, or business entity of
whatever kind without the express written consent of PR.


 


Remainder
of page intentionally blank.


Signatures
on next page.


 


17

















 


IN WITNESS
WHEREOF, Southwest
and PR have executed this Agreement as of the date first stated above.


 


	
   

  	
  SOUTHWEST CASINO CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPERADORA DOMINICANA MACAO, S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


18