Unassociated Document


    


    Consulting
      Agreement

    


    This
      Consulting Agreement (this "Agreement") is entered into as of January 25, 2006
      by and among Las Vegas Resorts Corporation ("LRC"), Winner Group Limited, a
      holding company organized under the laws of the Cayman Islands, (the "Winner"
      and collectively with LRC, "Winner"), and Heritage Management Consultants,
      Inc.,
      a corporation organized under the laws of South Carolina, USA (the
      "Consultant").

    


    RECITALS

    


    1.
      Consultant
      is willing to provide to Winner and its affiliated companies (collectively,
      the
      "Company") the consulting services identified in this Agreement.

    


    2.
      Winner
      is
      willing to engage Consultant as an independent contractor, and not as an
      employee, on the terms and conditions set forth herein.

    


    AGREEMENT

    


    In
      consideration of the foregoing and of the mutual promises set forth herein,
      and
      intending to be legally bound, the parties hereto agree as follows:

    


    1. Engagement.
      Winner
      hereby engages Consultant as an independent contractor.

    


    Heritage
      agrees to provide professional management services to assist the
      Company
      in
      meeting it obligations as a US publicly traded company. The activities typically
      associated with this engagement are:

    
      	·  	
              Provide
                the Company with two individual who will act in the role of company
                contract employees. These individuals with represent the Company
                as "Vice
                President of Strategic Planning" and "Senior Financial Analyst,"
                respectively. These executives will form the basis of the Company's
                executive presence in the USA. They will be part time, contracted
                employees who will support the following
                activities:

            


    

    
      	o  	
              Review,
                edit, and rewrite, if necessary, the Company's business
                plan.

            


    

    
      	o  	
              Define
                and document the Company's strategic direction, so as to position
                the
                Company as being different, unique and extraordinary to the Company's
                strategic stakeholders.

            


    

    
      	o  	
              Extract
                from the business plan and strategic direction a "strategic profile"
                of
                the Company. The "world of the public markets" must come
                to understand this strategic profile in a 20 minute
                presentation.

            


    

    
      	o  	
              Identify
                operating and financial plan issues that will be of concern strategic
                stakeholders, (institutional investors, the SEC, exchanges,
                and strategic vendors or customers.) Work with the Company to develop
                solutions to mitigate these issues.

            


    

    
      	o  	
              Visit
                the Company to obtain background information and to work with the
                Company
                to develop a successful public company
                strategy.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	o  	
              Develop
                a financial model for revenue projections that identify the keystone
                events, timetables and point by point construction of the Company's
                growth
                plans.

            


    

    
      	o  	
              Construct
                a detailed financial model for the business in the form required
                for
                effective fund raising and communication with the US investment community.
                These financial projections include projected Income Statement, Balance
                Sheet and cash flow projections. All schedules will interlock completely
                error free, and include all relevant ratios of import to
                investors.

            


    

    
      	o  	
              Represent
                the Company to investment banking firms, their bankers and their
                research
                analysts. .

            


    

    
      	o  	
              Conduct
                road show presentations to potential investors, with the Heritage
                executive serving as the VP of Strategic Planning serving as the
                presenter. Address objections and concerns from the investment
                community.

            


    

    
      	o  	
              Assist
                in the preparation of materials for investor conferences. Attend
                investor
                conferences as the Company's representative as
                needed.

            


    

    
      	o  	
              Hold
                on line presentation (e.g., Webex or MS NetMeeting) to potential
                investors, again with the Heritage executive serving as the VP of
                Strategic Planning acting as the
                presenter.

            


    

    
      	o  	
              Oversee
                the preparation and filing of an SB-2 registration on a timely basis.
                Coordinate responses to SEC comments to the registration
                statement.

            


    

    
      	o  	
              Put
                into place the requirements for a listing on
                NASDAQ:

            


    

    
      	§  	
              Recruit
                and independent members to serve on the Board of Directors
                

            


    

    
      	§  	
              Arrange
                for Directors and Officers insurance. Review alternative
                proposals and make recommendations to the
                Company.

            


    

    
      	§  	
              Oversee
                the NASDAQ application process.

            


    

    
      	o  	
              When
                appropriate, hold quarterly conference calls with the Company's
                investors.

            


    

    
      	o  	
              Schedule,
                coordinate and monitor preparation of the following items with
                the Company's attorneys, accountants, auditors, investor
                relations
                firm, etc. as needed:

            


    

    
      	§  	
              1934
                Act SEC filings, including Edgarization, including 10-K, 10-Q,
                8-K,

            


    

    
      	§  	
              SEC
                Form 3, Form 4, Form 5 for insider stock
                sales

            


    

    
      	§  	
              Proxy
                statement

            


    

    
      	§  	
              Annual
                report

            


    

    
      	§  	
              NASDAQ
                filings

            


    

    
      	§  	
              Quarterly
                stockholder reports

            


    

    
      	§  	
              Press
                releases

            


    

    


    
      	o  	
              Assist
                in preparation of materials for the Annual Stockholders Meeting,
                as
                needed.

            


    

    
      	o  	
              Develop
                a mechanism for orderly insider stock sales and
                reporting.

            


    

    
      	o  	
              Assist
                in the education of the Company's management on public company
                responsibilities

            


    

    
      	·  	
              Assist
                in the retention, replacement and negotiation with the service providers
                (such as IR firms, accountants, attorneys) as
                requested..

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    2. Term.
      This
      Agreement will commence on the date first written above, and unless
      modified
      by the mutual written agreement of the parties, shall continue for a period
      of
      one year.

    


    3. Compensation.

    


    a.  In
      consideration of the services to be performed by Consultant, Winner agrees
      to
      pay Consultant $175,000 U.S. dollars over the term of this Agreement. Payments
      will be made in four (4) equal installments at the beginning of each quarter
      of
      the engagement, in advance, starting with the execution date of this
      Agreement.

    


    b.  As
      further part of the consideration for Consultant's services, Consultant shall
      receive warrants (the "Warrants") to purchase two hundred thousand (200,000)
      shares of LRC's common capital, which warrants shall be delivered within one
      hundred eighty (180) days of the execution date of this Agreement. The exercise
      price of the warrants will be set at a price of $5.50 per share. The Warrants
      shall be assignable and transferable, shall include standard weighted average
      anti-dilution protection and unlimited piggyback registration rights, and will
      vest twelve (12) months after the date of this agreement. The Warrants expire
      3
      years after date of issue.

    


    c.  All
      out
      of pocket expenses incurred by Consultant's associates shall be reimbursed
      by
      the Company. All expenses in excess of $1000.00 shall be approved by the
      Company.

    


    4. Representations
      and Warranties.
      Consultant represents and warrants (i) that Consultant has no obligations,
      legal
      or otherwise, inconsistent with the terms of this Agreement
      or with Consultant's undertaking this relationship with the Company, (ii)
      that
      Consultant will not use in the performance of his responsibilities under this
      Agreement any confidential information or trade secrets of any other person
      or
      entity and (iii) that Consultant
      has not entered into or will enter into any agreement (whether oral or
      written)
      in
      conflict with this Agreement.

    


    5. Limited
      Liability.
      Consultant shall not be liable to the Company, or to anyone who may claim any
      right due to its relationship with the Company, for any acts or omissions on
      the
      part of the Consultant or the agents or employees of the Consultant in the
      performance of Consultant's services under this agreement. Winner shall hold
      Consultant free and harmless from any obligations, costs, claims, judgments,
      attorney's fees, or attachments arising from or growing out of the services
      rendered to the Company

     

    6. Indemnification.
      Winner
      agrees to indemnify and save harmless the Consultant,
      as well
      as Consultant's officers, employees, and agents from all suits, actions, losses,
      damages, claims, or liability of any character, type or description, including
      without limiting the generality of the foregoing all expenses of litigation,
      court costs, and attorney's fees arising out of or occasioned by the acts of
      Winner, its agents or employees, or occasioned by the acts of Consultant in
      the
      execution or performance of the services provided by the Consultant, at any
      time
      from the execution date of this Agreement until such time after any pertinent
      limitations period expires after the termination of this Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    


    As
      part
      of this indemnification, Winner agrees to defend and hold harmless Consultant
      from and against any and all liabilities arising from the consulting
      agreement.
      As such,
      Consultant shall not be liable to Winner, or to anyone who may claim any right
      due to its relationship with Winner, for any acts or omissions on the part
      of
      the Consultant or the agents or employees of the Consultant in the performance
      of Consultant's services under this agreement. Winner shall hold Consultant
      free
      and harmless from any obligations, costs, claims, judgments, attorney's fees,
      or
      attachments arising from or growing out of the services rendered to the
      Company.

    


    Consultant
      agrees to indemnify and save harmless Winner, as well as Winner's officers,
      employees, and agents from all suits, actions, losses, damages, claims, or
      liability of any character, type or description, including without limiting
      the
      generality of the foregoing all expenses of litigation, court costs, and
      attorney's fees arising out of or occasioned by the acts of Consultant, its
      agents or employees, at any time from the execution date of this Agreement
      until
      such time after any pertinent limitations period expires after the termination
      of this Agreement.

    


    As
      part
      of this indemnification, Consultant agrees to defend and hold
      harmless
      Winner
      from and against any and all liabilities arising from the consulting agreement.
      Consultant shall hold Winner free and harmless from any obligations, costs,
      claims, judgments, attorney's fees, or attachments arising from or growing
      out
      of the services rendered to Winner.

    


    6. Non
      Competition and Non Disclosure.
      Consultant agrees that for the term of this
      Agreement it shall not represent or provide services of any kind to any third
      party that either
      directly
      or
      indirectly engages in business operations similar to those undertaken
      by
      Winner.

    


    In
      addition, during the term of this Agreement and for a period of one
      year following
      the expiration thereof, Consultant shall keep confidential all non-
      public
      information regarding the business operations, financial condition, prospects,
      and customers of Winner that is obtained by Consultant while rendering the
      services contemplated hereby.

    


    7. Arbitration.
      Any
      controversy between the parties involving the construction or application of
      any
      of the terms, covenants, or conditions of this agreement shall, on the written
      request of one party served on the other, be submitted to arbitration. Each
      of
      the parties to this Agreement shall appoint one person as an arbitrator to
      hear
      and determine the dispute, and each party shall attempt in good faith to agree
      with the other as to a third arbitrator; if the parties should prove unable
      to
      agree in this way, then the two arbitrators already chosen shall select a third
      impartial arbitrator whose decision shall be final and conclusive. The expenses
      of arbitration shall be borne by the losing party or in such proportion as
      the
      arbitrators shall decide.

    


    8. Miscellaneous.
      If any
      action at law or in equity is necessary to enforce or interpret
      the terms of this Agreement, the prevailing party shall be entitled to
      reasonable attorney's
      fees, costs. This Agreement shall be binding on and inure to the benefit of
      the
      parties
      to it and their respective successors and assigns.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    9. Sole
      Agreement.
      This
      agreement supersedes any prior proposal, representation or
      understanding between the parties hereto.

     

    Executed
      as of the day and year first above written.

    


     

    
      	
              Las
                Vegas Resorts

               

               

              By:
                /s/ Jianquan Li

              ________________________________

              Jianquan
                Li

              Winner
                Group Limited

               

              By:
                /s/ Jianquan Li

              __________________________________

              Jianquan
                Li

            	
               

               

              Heritage
                Management Consultants, Inc.

               

               

              By:
                /s/ James Groh

              ____________________________

              James
                H. Groh, President

            


    

     

    


    
      
         

      

      
        5