**Exhibit 10.1****EXECUTIVE EMPLOYMENT AGREEMENT**     This Employment Agreement (“Agreement”), including the attached Exhibit “A,” is entered intobetween the Inn of the Mountain Gods Resort and Casino, a Mescalero Apache Tribal enterprise,having offices at 287 Carrizo Canyon Road, Mescalero, New Mexico 88340 (“Employer”), and Brian D.Parrish, an individual currently residing at 125 Mira Monte Road, Post Office Box 2072, Alto, NewMexico 88312 (“Employee”), to be effective as of the 12th day of September, 2005 (the“Effective Date”).**WITNESSETH**     **WHEREAS,**Employer desires to employ Employee in the position set forth on Exhibit “A” andunder the terms and conditions set forth in this Employment Agreement.     **WHEREAS,**Employee is willing to accept employment with Employer under the terms and conditionsset forth in this Employment Agreement; and     **NOW, THEREFORE,**for and in consideration of the mutual promises, covenants, and obligationscontained herein, Employer and Employee agree as follows:**ARTICLE 1: EMPLOYMENT AND DUTIES:**     1.1 Employer agrees to employ Employee, and Employee agrees to be employed by Employer,beginning as of the Effective Date and continuing until the date set forth on Exhibit “A” (the“Term”), subject to the terms and conditions of this Agreement.     1.2 Employee initially shall be employed in the position set forth on Exhibit “A.” Employermay subsequently assign Employee to a different position or modify Employee’s duties andresponsibilities; provided however, in the event Employer substantially reduces the duties orresponsibilities of Employee, Employee may elect to terminate this Agreement pursuant to Article 3below. Employee agrees to serve in the assigned position and to perform diligently and to the bestof Employee’s abilities the duties and services appertaining to such position as determined byEmployer, as well as such additional or different duties and services appropriate to such positionwhich Employee from time to time may be reasonably directed to perform by Employer. Employee shallat all times comply with and be subject to such policies and procedures as Employer may establishfrom time to time.     1.3 Employee shall, during the period of Employee’s employment by Employer, devote Employee’sfull business time, energy, and best efforts to the business and affairs of Employer and itsEnterprises or other entities. Employee may not engage, directly or indirectly, in any otherbusiness, investment, or activity that interferes with Employee’s performance of Employee’s dutieshereunder, is contrary to the interests of Employer, or requires any significant portion ofEmployee’s business time.
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     1.4 In connection with Employee’s employment by Employer, Employer shall endeavor to provideEmployee access to such information pertaining to the business and services of Employer as isappropriate for Employee’s employment responsibilities. Employer also shall endeavor to provide toEmployee the opportunity to develop business relationships with those of Employer’s clients andpotential clients that are appropriate for Employee’s employment responsibilities.     1.5 Employee acknowledges and agrees that at all times during the employment relationshipEmployee owes fiduciary duties to Employer, including but not limited to the fiduciary duties ofthe highest loyalty, fidelity and allegiance to act at all times in the best interests of theEmployer, to make full disclosure to Employer of all information that pertains to Employer’sbusiness and interests, to do no act which would injure Employer’s business, its interests, or itsreputation, and to refrain from using for Employee’s own benefit or for the benefit of others anyinformation or opportunities pertaining to Employer’s business or interests that are entrusted toEmployee or that Employee learned while employed by Employer. Employee acknowledges and agrees thatupon termination of the employment relationship, Employee shall continue to refrain from using forEmployee’s own benefit or the benefit of others any information or opportunities pertaining toEmployer’s business or interests that were entrusted to Employee during the employment relationshipor that Employee learned while employed by Employer. Employee agrees that while employed byEmployer and thereafter Employee shall not knowingly take any action that interferes with theinternal relationships between Employer and its employees or representatives or interferes with theexternal relationships between Employer and third parties.     1.6 It is agreed that any direct or indirect interest in, connection with, or benefit from anyoutside activities, particularly commercial activities, which interest might in any way adverselyaffect Employer or any of its Enterprises or other entities, involves a possible conflict ofinterest. In keeping with Employee’s fiduciary duties to Employer, Employee agrees that during theemployment relationship Employee shall not knowingly become involved in a conflict of interest withEmployer or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover,Employee agrees that Employee shall disclose to Employer’s Chairperson or the Chief OperatingOfficer should such duty be so delegated, same herein referred to as “Chairperson” any facts thatmight involve such a conflict of interest that has not been approved by Employer’s Chairperson.Employer and Employee recognize that it is impossible to provide an exhaustive list of actions orinterests that constitute a “conflict of interest.” Moreover, Employer and Employee recognize thereare many borderline situations. In some instances, full disclosure of facts by the Employee toEmployer’s Chairperson or the Chief Operating Officer should such duty be so delegated, may be allthat is necessary to enable Employer or its affiliates to protect its interests. In others, if noimproper motivation appears to exist and the interests of Employer or its affiliates have notsuffered, prompt elimination of the outside interest will suffice. In still others, it may benecessary for Employer to terminate the employment relationship. Employer and Employee agree thatEmployer’s determination as to whether a conflict of interest exists shall be conclusive. Employerreserves the right to take such action as, in its judgment, will end the conflict.
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     1.7 Employee understands and acknowledges that the terms and conditions of this Agreementconstitute confidential information. Employee shall keep confidential the terms of this Agreementand shall not disclose this confidential information to anyone other than as required by law.Employee acknowledges and understands that disclosure of the terms of this Agreement constitutes amaterial breach of this Agreement and could subject Employee to disciplinary action, includingwithout limitation, termination of employment.**ARTICLE 2: COMPENSATION AND BENEFITS:**     2.1 Employee’s monthly base salary during the Term shall be not less than the amount set forthunder the heading “Monthly Base Salary” on Exhibit “A,” subject to increase at the sole discretionof the Employer**,**provided however, that Employee shall receive an annual cost of living increasebased on the percentage specified by Employer for all of Employer’s employees or a mutuallyagreeable federal governmental index, which shall be paid in accordance with Employer’s standardpayroll practice. Any calculation to be made under this Agreement with respect to Employee’sMonthly Base Salary shall be made using the then current Monthly Base Salary in effect at the timeof the event for which such calculation is made.     2.2 While employed by Employer, Employee shall be allowed to participate, on the same basisgenerally as other employees of Employer, in all general employee benefit plans and programs,including improvements or modifications of the same, which on the effective date or thereafter aremade available by Employer to all or substantially all of Employer’s employees. Such benefits,plans, and programs may include, without limitation, paid vacation, paid sick leave, paid holidays,and medical, health, and dental care, life insurance, disability protection, and pension plans.Nothing in this Agreement is to be construed or interpreted to provide greater rights,participation, coverage, or benefits under such benefit plans or programs than provided tosimilarly situated employees pursuant to the terms and conditions of such benefit plans andprograms.     2.3 While employed by Employer, Employee shall be entitled to reimbursement for all reasonableexpenses, including travel and entertainment, incurred by Employee in the performance of Employee’sduties. Where time allows, any such request for expenditure shall be approved in advance by theChief Operating Officer. Employee will maintain records and written receipts as required by theEmployer’s policy and reasonably requested by the Employer to substantiate such expenses.     2.4 Employer shall not by reason of this Article 2 be obligated to institute, maintain, orrefrain from changing, amending, or discontinuing, any such incentive compensation or employeebenefit program or plan, so long as such actions are similarly applicable to covered employeesgenerally. Moreover, unless specifically provided for in a written plan document adopted by theManagement Board of the Inn of the Mountain Gods Resort and Casino, none of the benefits orarrangements described in this Article 2 shall be secured or funded in any way, and each shallinstead constitute an unfunded and
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unsecured promise to pay money in the future exclusively from the general assets of Employer.     2.5 Employer may withhold from any compensation, benefits, or amounts payable under thisAgreement all federal, state, or other taxes as may be required pursuant to any law or governmentalregulation or ruling.**ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION:**     3.1 Notwithstanding any other provisions of this Agreement, Employer shall have the right toterminate Employee’s employment under this Agreement at any time prior to the expiration of theTerm for any of the following reasons:     (i) For “cause” upon the determination by the Employer’s Chairperson that “cause”exists for the termination of the employment relationship. As used in this Section 3.1(i), the term “cause” shall mean [a] Employee’s gross negligence or willful misconductin the performance of the duties and services required of Employee pursuant to thisAgreement; [b] Employee has been convicted of a felony; [c] Employee has willfullyrefused without proper legal reason to perform the duties and responsibilities requiredof Employee under this Agreement which remains uncorrected for thirty (30) daysfollowing written notice to Employee by Employer of such breach; [d] Employee’sinvolvement in a conflict of interest as referenced in Section 1.6 for which Employermakes a determination to terminate the employment of Employee which remains uncorrectedfor thirty (30) days following written notice to Employee by Employer of such breach;[e] Employee has willfully engaged in conduct that Employee knows or should know ismaterially injurious to Employer or any of its respective Enterprises or otherentities; [f] Employee’s material breach of any material provision of this Agreement orTribal policy which remains uncorrected for thirty (30) days following written noticeto Employee by Employer of such breach; [g] Employee violates the Indian GamingRegulatory Act or other applicable United States law as proscribed by Section 5.1; or[h] Employee no longer has a valid Mescalero Apache Tribal Gaming Commission GamingLicense. It is expressly acknowledged and agreed that the decision as to whether“cause” exists for termination of the employment relationship by Employer is delegatedto the Employer’s Chairperson for determination. If Employee disagrees with thedecision reached by Employer’s Chairperson, the dispute will be limited to whetherEmployer’s Chairperson reached the decision in good faith;     (ii) for any other reason whatsoever, with or without cause, in the solediscretion of the Chairperson of Employer;     (iii) upon Employee’s death; or
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     (iv) upon Employee’s becoming disabled so the Employee is permanently and totallyunable to perform Employee’s duties for Employer as a result of any medicallydeterminable physical or mental impairment as supported by a written medical opinion tothe foregoing effect by a physician selected by Employer.The termination of Employee’s employment prior to the expiration of the Term shall constitute aseverance and shall be subject to the terms of Section 3.3 below.     3.2 Notwithstanding any other provisions of this Agreement except Section 8.6, Employee shallhave the right to terminate the employment relationship under this Agreement at any time prior tothe expiration of the Term of employment of the following reasons: (i) a material breach by Employer of any material provision ofthis Agreement which remains uncorrected for thirty (30) days followingwritten notice by Employee of such breach to Employer. Any such terminationshall be subject to the provisions of Section 3.3 below.  (ii) for any other reason whatsoever, in the sole discretion ofEmployee. Under this subprovision Employee shall not be entitled to rightsunder 3.3 below.     3.3 Upon termination of the employment relationship by either Employer or Employee prior tothe expiration of the Term, in consideration of the Employees continued obligations hereunder,after such termination (including without limitation Employee’s under Article 6, 7 and Section 8.2) to receive the then current monthly base salary, benefits, allowance continuation as set forth inExhibit A as follows: (i) Severance calculated at the rate of one month of severancefor each full three (3) months of employment under the terms of this agreementor any other prior agreement or Executive Employment Agreement previouslyexecuted between Employer and Employee.  (ii) Same should be paid at the time of normal preparation andissuance of payroll checks, and same shall be reduced by standard deductionstaken from such severance payments.  (iii) Such severance under the provisions of this section shall belimited to a total of twelve (12) months of severance.     (iv) Such severance payment shall terminate should employee violatethe provisions of Article 7 (post employment non-competition obligations)or Section 8.2 (under miscellaneous). Such termination of severance forany such violation shall be upon giving notice to Employee that suchseverance is being stopped
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and no further payment will be made pursuant to the provisions of thisSection.     3.4 Upon termination of the employment relationship as a result of Employee’s death,Employee’s heirs, administrators, or legatees shall be entitled to Employee’s pro rata salarythrough the date of such termination.     3.5 In all cases, the compensation and benefits payable to Employee under this Agreement upontermination of the employment relationship shall be offset against any amounts to which Employeemay otherwise be entitled under any and all severance plans, and policies of Employer.     3.6 Termination of the employment relationship does not terminate those obligations imposed bythis Agreement that are continuing obligations, including, without limitation, Employee’sobligations under Articles 6 ,7 and Section 8.2.     3.7 This Agreement governs the rights and obligations of Employer and Employee with respect toEmployee’s salary and other perquisites of employment.**ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND EFFECTS OF TERMINATION:**     4.1 Should Employee remain employed by Employer beyond the expiration of the Term specified onExhibit “A,” such employment shall convert to an at will employment for a month to month periodwith same terminable at anytime by either Employee or Employer for any reason whatsoever, with orwithout cause. During such month to month employment, severance benefits payable under Section 3.3above, shall continue to accrue. Other than the severance provisions under Section 3.3. above suchtermination of the employment relationship by either Employer or Employee for any reasonwhatsoever, shall terminate all benefits and rights to Employee except those provided by theseverance package as referred to above.**ARTICLE 5: MESCALERO APACHE TRIBE LAWS, MESCALERO APACHE TRIBAL GAMING COMMISSION REGULATIONS ANDUNITED STATES INDIAN GAMING REGULATORY ACT AND OTHER LAWS:**     5.1. Employee shall at all times comply with applicable Mescalero Apache Tribal laws,Mescalero Apache Tribal Gaming Commission regulations and United States laws applicable toEmployee’s actions on behalf of Employer, including specifically, without limitation, the TribalGaming Ordinance and the United States Indian Gaming Regulatory Act, generally codified in 25 USC2701 (“IGRA”), as the IGRA may hereafter be amended, and/or its successor statutes. If Employeepleads guilty to or nolo contendere or admits civil or criminal liability under the IGRA or otherapplicable United States law, or if a court finds that Employee has personal civil or criminalliability under the IGRA or other applicable United States law, or if a court finds that Employeecommitted an action resulting in any Mescalero Apache Tribal Resort Enterprise or other TribalEnterprise or entity having civil or criminal liability or responsibility under the IGRA or other
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applicable United States law with knowledge of the activities giving rise to such liability orknowledge of facts from which Employee should have reasonably inferred the activities giving riseto liability had occurred or were likely to occur, such action or finding shall constitute “cause”for termination under this Agreement unless Employer’s highest applicable level of Employer’smanagement determines that the actions found to be in violation of the IGRA or other applicableUnited States law were taken in good faith and in compliance with all applicable policies ofEmployer.**ARTICLE 6: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:**     6.1 All information, ideas, concepts, improvements, discoveries, and inventions, whetherpatentable or not, which are conceived, made, developed or acquired by Employee, individually or inconjunction with others, during Employee’s employment by Employer (whether during business hours orotherwise and whether on Employer’s premises or otherwise) which relate to Employer’s business,products or services (including, without limitation, all such information relating to corporateopportunities, research, financial and sales data, pricing and trading terms, evaluations,opinions, interpretations, acquisition prospects, the identity of customers or their requirements,the identity of key contacts within the customer’s organizations or within the organization ofacquisition prospects, or marketing and merchandising techniques, prospective names, and marks)shall be disclosed to Employer and are and shall be the sole and exclusive property of Employer.Moreover, all drawings, memoranda, notes, records, files, correspondence, drawings, manuals,models, specifications, computer programs, maps and all other writings or materials of any typeembodying any of such information, ideas, concepts, improvements, discoveries, and inventions areand shall be the sole and exclusive property of Employer.     6.2 Employee acknowledges that the business of Employer, its Enterprises and other entities ishighly competitive and that their strategies, methods, books, records, and documents, theirtechnical information concerning their products, equipment, services, and processes, procurementprocedures and pricing techniques, the names of and other information (such as credit and financialdata) concerning their customers and business affiliates, all comprise confidential businessinformation and trade secrets which are valuable, special, and unique assets which Employer, itsEnterprises and other entities use in their business to obtain a competitive advantage over theircompetitors. Employee further acknowledges that protection of such confidential businessinformation and trade secrets against unauthorized disclosure and use is of critical importance toEmployer, its Enterprises and other entities in maintaining their competitive position. Employeehereby agrees that Employee will not, at any time during or after his employment by Employer, makeany unauthorized disclosure of any confidential business information or trade secrets of Employer,its subsidiaries and other entities, or make any use thereof, except in the carrying out of his orher employment responsibilities hereunder. Employer its Enterprises and other entities shall bethird party beneficiaries of Employee’s obligations under this Section. As a result of Employee’semployment by Employer, Employee may also from time to time have access to, or knowledge of,confidential business information or trade secrets of third parties, such as customers, suppliers,partners, joint ventures, and
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the like, of Employer, its subsidiaries and other entities. Employee also agrees to preserveand protect the confidentiality of such third party confidential information and trade secrets tothe same extent, and on the same basis, as Employer’s confidential business information and tradesecrets. Employee acknowledges that money damages would not be sufficient remedy for any breach ofthis Article 6 by Employee, and Employer shall be entitled to enforce the provisions of thisArticle 6 by terminating any payments then owing to Employee under this Agreement and/or tospecific performance and injunctive relief as remedies for such breach or any threatened breach.Such remedies shall not be deemed the exclusive remedies for a breach of this Article 6, but shallbe in addition to all remedies available at law or in equity to Employer, including the recovery ofdamages from Employee and his or her agents involved in such breach.     6.3 All written materials, records, and other documents made by, or coming into the possessionof, Employee during the period of Employee’s employment by Employer which contain or discloseconfidential business information or trade secrets of Employer, its Enterprises and other entitiesshall be and remain the property of Employer, its Enterprises and other entities, as the case maybe. Upon termination of Employee’s employment by Employer, for any reason, Employee promptly shalldeliver the same, and all copies thereof, to Employer.     6.4 If, during Employee’s employment by Employer, Employee creates any original work ofauthorship fixed in any tangible medium of expression which is the subject matter of copyright(such as videotapes, written presentations on acquisitions, computer programs, drawings, maps,architectural renditions, models, manuals, brochures, or the like) relating to Employer’s business,products, or services, whether such work is created solely by Employee or jointly with others(whether during business hours or otherwise and whether on Employer’s premises or otherwise),Employee shall disclose such work to Employer. Employer shall be deemed the author of such work ifthe work is prepared by Employee in the scope of his employment; or, if the work is not prepared byEmployee within the scope of his employment but is specially ordered by Employer as a contributionto a collective work, as a part of a motion picture or other audiovisual work, as a translation, asa supplementary work, as a compilation, or as an instructional text, then the work shall beconsidered to be work made for hire and Employer shall be the author of the work. If such work isneither prepared by the Employee within the scope of his employment nor a work specially orderedand is deemed to be a work made for hire, then Employee hereby agrees to assign, and by thesepresents does assign, to Employer all of Employee’s worldwide right, title, and interest in and tosuch work and all rights of copyright therein.     6.5 During the period of Employee’s employment by Employer and thereafter, Employee shallassist Employer and its nominee, at any time, in the protection of Employer’s worldwide right,title, and interest in and to information, ideas, concepts, improvements, discoveries, andinventions, and its copyrighted works, including without limitation, the execution of all formalassignment documents requested by Employer or its nominee and the execution of all lawful oaths andapplications for applications for patents and registration of copyright in the United States andforeign countries.
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**ARTICLE 7: POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:**     7.1 As part of the consideration for the compensation and benefits to be paid to Employeehereunder, in keeping with Employee’s duties as a fiduciary and in order to protect Employer’sinterests in the confidential information of Employer and the business relationships developed byEmployee with the clients and potential clients of Employer, and as an additional incentive forEmployer to enter into this Agreement, Employer and Employee agree to the non-competitionprovisions of this Article 7. Employee agrees that during the period of Employee’s non-competitionobligations hereunder, Employee will not, directly or indirectly work for Employee or for others,in Otero County, Lincoln County, Chaves County and Dona Ana County, New Mexico:     (i) engage in any business competitive with the business conducted by Employer;     (ii) render advice or services to, or otherwise assist, any other person,association, or entity who is engaged, directly or indirectly, in any businesscompetitive with the business conducted by Employer;     (iii) induce any employee of Employer, its Enterprises and other entities toterminate his or her employment with Employer, its Enterprises and other entities, orhire or assist in the hiring of any such employee by person, association, or entity notaffiliated with Employer.These non-competition obligations shall extend during the term of this agreement and for twelve(12) months after termination or expiration whichever should occur last.     7.2 Employee understands that the foregoing restrictions may limit his ability to engage incertain businesses during the period provided for above, but acknowledges that Employee willreceive sufficiently high remuneration and other benefits (e.g., the right to receive compensationunder Section 3.3 upon termination) under this Agreement to justify such restriction. Employeeacknowledges that money damages would not be sufficient remedy for any breach of this Article 7 byEmployee, and Employer shall be entitled to enforce the provisions of this Article 7 by terminatingany payments then owing to Employee under this Agreement and/or to specific performance andinjunctive relief as remedies for such breach or any threatened breach. Such remedies shall not bedeemed the exclusive remedies for a breach of this Article 7, but shall be in addition to allremedies available at law or in equity to Employer, including, without limitation, the recovery ofdamages from Employee and his or her agents involved in such breach.     7.3 It is expressly understood and agreed that Employer and Employee consider the restrictionscontained in this Article 7 to be reasonable and necessary to protect the proprietary informationof Employer. Nevertheless, if any of the aforesaid restrictions are found by a court havingjurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwiseunenforceable, the parties intend for the restrictions therein set
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forth to be modified by such courts so as to be reasonable and enforceable and, as so modifiedby the court, to be fully enforced.**ARTICLE 8: MISCELLANEOUS:**     8.1 For purposes of this Agreement the term “Employer” shall include the Inn of the MountainGods Resort and Casino, Ski Apache, Casino Apache Travel Center and any other Enterprise or entityof the Inn of the Mountain Gods Resort and Casino.     8.2 Employee shall refrain, both during the employment relationship and after the employmentrelationship terminates, from publishing any oral or written statements about Employer, itsEnterprises and other entities, or any of such entities’ officers, employees, agents orrepresentatives that are slanderous, libelous, or defamatory; or that disclose private orconfidential information about Employer, its Enterprises and other entities, or any of suchentities’ business affairs, officers, employees, agents, or representatives; or that constitute anintrusion into the seclusion or private lives of Employer, its Enterprises and other entities, orsuch entities’ officers, employees, agents, or representatives; or that give rise to unreasonablepublicity about the private lives of Employer, its Enterprises and other entities, or any of suchentities’ officers, employees, agents, or representatives; or that place Employer, its Enterprisesand other entities, or any of such entities’ or its officers, employees, agents, or representativesin a false light before the public; or that constitute a misappropriation of the name or likenessof Employer, its Enterprises and other entities, or any of such entities’ or its officers,employees, agents, or representatives. A violation or threatened violation of this prohibition maybe enjoined by the courts. The rights afforded the Employer under this provision are in addition toany and all rights and remedies otherwise afforded by law.     8.3 For purposes of this Agreement, notices and all other communications provided for hereinshall be in writing and shall be deemed to have been duly given when personally delivered or whenmailed by United States registered or certified mail, return receipt requested, postage prepaid,addressed as follows:If to Employer:     Chief Operating Officer   F. Randolph Burroughs, Esq.Inn of the Mountain Gods Resort and Casino and Burroughs and Rhodes287 Carrizo Canyon Road   906 Virginia Ave.Mescalero, New Mexico 88340   Alamogordo, New Mexico 88310If to Employee, to the address shown on the first page hereof.Either Employer or Employee may furnish a change of address to the other in writing in accordanceherewith, except that notices of changes of address shall be effective only upon receipt.
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     8.4 This Agreement shall be governed in all respects by the laws of the Mescalero ApacheTribe, excluding any conflict-of-law rule or principle that might refer the construction of theAgreement to the federal courts of the United States.     8.5 No failure by either party hereto at any time to give notice of any breach by the otherparty of, or to require compliance with, any condition or provision of this Agreement shall bedeemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior orsubsequent time.     8.6 If a dispute arises out of or related to this Agreement, other than a dispute regardingEmployee’s obligations under Article 6, or Article 7, and if the dispute cannot be settled throughdirect discussions, then Employer and Employee agree to first endeavor to settle the dispute in anamicable manner by mediation, before having recourse to any other proceeding or forum.     8.7 Each of Employer and Employee is a citizen of the United States of America. Employer’sprincipal place of business is in Mescalero, Otero County, New Mexico. This Agreement wasnegotiated and signed in Mescalero, New Mexico. This Agreement shall be performed in Mescalero, NewMexico. Any litigation that may be brought by either Employer or Employee involving the enforcementof this Agreement or the rights, duties, or obligations of this Agreement, shall be broughtexclusively in the Tribal court sitting in Mescalero, Otero County, New Mexico, or federal courtshaving jurisdiction over the Mescalero Apache Tribe.     8.8 It is a desire and intent of the parties that the terms, provisions, covenants, andremedies contained in this Agreement shall be enforceable to the fullest extent permitted by law.If any such term, provision, covenant, or remedy of this Agreement or the application thereof toany person, association, or entity or circumstances shall, to any extent, be construed to beinvalid or unenforceable in whole or in part, then such term, provision, covenant, or remedy shallbe construed in a manner so as to permit its enforceability under the applicable law to the fullestextent permitted by law. In any case, the remaining provisions of this Agreement or the applicationthereof to any person, association, or entity or circumstances other than those to which they havebeen held invalid or unenforceable, shall remain in full force and effect.     8.9 This Agreement shall be binding upon and inure to the benefit of Employer and any otherperson, association, or entity which may hereafter acquire or succeed to all or substantially allof the business or assets of Employer by any means whether direct or indirect, by purchase, merger,consolidation, or otherwise. Employee’s rights and obligations under Agreement hereof are personaland such rights, benefits, and obligations of Employee shall not be voluntarily or involuntarilyassigned, alienated, or transferred, whether by operation of law or otherwise, without the priorwritten consent of Employer.     8.10 There may exist other agreements between Employer and Employee relating to the employmentrelationship between them, e.g., the agreement with respect to company policies contained inEmployer’s Policy booklet and agreements with respect to
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benefit plans and health insurance. This Agreement replaces and merges previous agreements anddiscussions pertaining to the following subject matters covered herein: the nature of Employee’semployment relationship with Employer and the term and termination of such relationship. ThisAgreement constitutes the entire agreement of the parties with regard to such subject matters, andcontains all of the covenants, promises, representations, warranties, and agreements between theparties with respect such subject matters. Each party to this Agreement acknowledges that norepresentation, inducement, promise, or agreement, oral or written, has been made by either partywith respect to such subject matters, which is not embodied herein, and that no agreement,statement, or promise relating to the employment of Employee by Employer that is not contained inthis Agreement shall be valid or binding. Any modification of this Agreement will be effective onlyif it is in writing and signed by each party whose rights hereunder are affected thereby, providedthat any such modification must be authorized or approved by Employer’s Chief Operating Officer.     8.11 This agreement supercedes that prior agreement dated October 27, 2005 and amendedNovember 22, 2006. Further, severance rights accrued to Employee based on a prior agreement whenEmployee was Director of Marketing. For accrual purposes, same would be retroactive to date ofsuch Director of Marketing agreement which is dated December 12, 2002.     **IN WITNESS WHEREOF,**Employer and Employee have duly executed this Agreement in multipleoriginals to be effective on the date first stated above.**INN OF THE MOUNTAIN GODS**