**Exhibit10.4**

 

**AGREEMENT**

 

This agreement (“Agreement”) is entered into this 19 day of August,2004, by and between Premier Entertainment Biloxi LLC, a Delaware LimitedLiability Company (“Premier”), and Kojis & Sons Signs, Inc. (“Kojis”).Hereinafter Premier and Kojis may be referred to collectively as “Parties.”

 

WHEREAS, Premier is developing the Hard Rock Hotel & Casino inBiloxi, Mississippi (“Hard Rock”); and

 

WHEREAS, Kojis is in the business of manufacturing, installing, andmaintaining outdoor signs; and

 

WHEREAS, Premier desires to hire Kojis to manufacture, install, andmaintain the one hundred twenty foot (120') high marquee guitar sign (“Guitar”)for the Hard Rock; and

 

WHEREAS, Kojis desires to manufacture, install, and maintain the Guitarfor Premier,

 

NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which are expressly acknowledge by Premier and Kojis, theParties agree as follows:

 

1.                                       The above recitals are true and accurate andhereby incorporated as if fully set forth.

 

2.                                       The Guitar shall be manufactured according tothe specifications and drawings attached as Exhibit A, which is herebyincorporated as if fully set forth.

 

3.                                       It is expressly understood and agreed thatflat materials can be used on the Guitar so long as there are no sharp edgesand so long as all corner beads are radiuses and so long as the compound curveto the Guitar is achieved through paint shading.

 

4.                                       Premier agrees to pay Kojis the total sum ofFive Hundred Forty Thousand Dollars ($540,000) plus applicable sales or usetaxes, if any, to manufacture, install, and maintain the Guitar. This feecovers any direct or indirect cost or expense incurred by Kojis in themanufacturing and installation of the Guitar and also includes all costs and expensesfor material and labor for Kojis to maintain the Guitar for one (1) yearfollowing its installation at Hard Rock. Payment of the above stated sum shallbe as follows:

 

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•                  40% within 10 days of this Agreement beingfully executed

 

•                  40% when the Guitar is delivered to Hard Rock

 

•                  20% upon the Guitar functioning error freefor 60 days following timely installation.

 

5.                                       Kojis agrees to complete construction of theGuitar by not later than May 1, 2005, and Kojis agrees to install the Guitar atHard Rock and have the Guitar be fully operational upon connection of power byothers by not later than June 15, 2005.

 

6.                                       Kojis expressly acknowledges that the timelyinstallation and operation of the Guitar is vital to the business of the HardRock and that damages to Hard Rock for the untimely installation or operationof the Guitar would be impossible to calculate. Therefore, Kojis agrees that,in addition to any other remedies or rights Premier may have, for each daybeyond June 15, 2005 that the Guitar is not installed and operational atHard Rock, Kojis shall pay Premier the sum of Three Thousand Dollars($3,000.00) unless such a delay in the installation or operation of the Guitaris caused by the act or omission of a person or event beyond the control ofKojis.

 

7.                                       Kojis agrees to provide Premier with apayment and performance bond, in the sum of Two Hundred Fifty Thousand Dollars($250,000.00), in a form reasonably acceptable to Premier and naming Premier asobligee.

 

8.                                       Kojis agrees to indemnify, defend, save, andhold Premier harmless from and against any and all liability, loss, damages,costs, and expenses including attorneys’ fees, judgments, claims, liens, anddemands of any kind whatsoever, arising out of or directly or indirectlyconnected with the performance of Kojis under this Agreement or arising out ofor directly or indirectly connected with any act, omission, or negligence ofKojis, its agents, employees, and contractors while in, upon, about, or in anyway connected with the Hard Rock premises.

 

9.                                       The Parties agree and acknowledge that Kojisis an independent contractor and not an employee of Premier and that no term orprovision of this Agreement shall be interpreted or construed in any mannerwhatsoever to create a partnership, joint venture, principal-agent,employer-employee, or other business entity or relationship between Premier andKojis. Further, Kojis agrees and acknowledges that they shall not have thepower, directly or indirectly, to bind or otherwise obligate Premier to any undertakingwhatsoever.

 

10.                                 This Agreement constitutes the full andcomplete understanding and agreement of the Parties with respect to the Guitarand supersedes any prior

 

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understandingor agreement between the Parties relating thereto. No amendment, waiver ormodification of any provision of this Agreement shall be binding unless made inwriting and signed by the Parties.

 

11.                                 Kojis shall not assign any of its obligationsunder this Agreement nor any interest in this Agreement without the priorwritten consent of Premier, which consent may be withheld for any reason or noreason, and any such assignment without the express written consent of Premiershall be void, and at Premier’s election shall constitute a default of thisAgreement.

 

12.                                 The person(s) executing this Agreement onKojis’s behalf represent(s) and warrant(s) that they have all necessary powerand authority to execute this Agreement on behalf of Kojis.

 

13.                                 The effectiveness of this Agreement issubject to approval by Hard Rock Hotel Licensing, Inc.

 

14.                                 The laws of the State of Mississippi shallgovern the validity, construction, performance, and effect of this Agreement,and Kojis agrees and consents that the venue for any judicial proceedinginvolving or pertaining to this Agreement shall be Harrison County,Mississippi.

 
|   | PREMIER  ENTERTAINMENT BILOXI, LLC     |
|--------|----------------------------------------|
|   |                                   |
|   | By:                                    | /s/ Joe Billhimer |   |
|   | Joe  Billhimer                         |
|   | President  and Chief Operating Officer |
|   |                                   |
|   |                                   |
|   | KOJIS  & SONS SIGNS, INC.          |
|   |                                   |
|   | By:                                    | /s/ [ILLEGIBLE] |   |
|        |                                        |  |  |  |

 

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**Exhibit ASpecifications and Drawings**

 

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HARD ROCK CAFÉ / HOTEL

GUITAR SIGN SPECIFICATIONS

 

This performance specification isintended for the Owner’s use. It provides minimum technical, material andaesthetic requirements and provides for a variety of options for designcharacteristics.

 

Sign contractor shall provide allmaterials, equipment, engineering, labor and permits to fabricate and install acustom guitar sign. The sign shall be a replica of a [ILLEGIBLE] guitar andshall be as accurate a replica of the actual guitar as materials and structurallimitations and requirements will allow. The Owner will provide photos and/orprinted materials of the guitar for reference. The Owner ý willprovide / o will not provide a guitar to be usedas a model. The following specifications shall apply.

 

•                  Signshall be 120' feet in length.

•                  Signshall be o single faced (with back of signduplicating back of actual guitar) / ýdouble faced (both faces are replicas of the front/top of the actual guitar).

•                  Sign o shall/ ý shall not rotate. Rotator device mustbe of heavy commercial / industrial quality.

•                  Signshall be fabricated and installed to meet all applicable codes and must be ULlisted.

•                  Fabricationshall meet or exceed Hard Rock Café Standard Sign Specifications for materialsand methods.

•                  Noexposed fasteners are to be used.

•                  Body,neck and headstock of the sign shall be contoured to match the actual guitarincluding curved, beveled, raised and rounded surfaces and edges.

•                  Signshall include realistic replicas of all features including, but not limited to,markings, bindings, frets, pickups, control knobs and switches, hardware, pickguards and cover plates. All features except markings and bindings shall befabricated to be three dimensional, not applied graphics. Features should bemetal whenever practical.

•                  Finishesshall match the actual guitar as accurately as possible including metallicfinishes. The body, neck and headstock are to include multi-tone paint withfading (gradient colors), sunburst effects and simulated wood grain asapplicable. All finishes shall be clear coated. Colors shall match the actualguitar unless otherwise specified by Owner.

•                  Stringsshall be 15 mm gold neon, shall wrap around the tuning pegs and tie into thebridge (if applicable) in as realistic manner as possible. All terminationsshall be made in such a way as to be as inconspicuous as possible.

•                  Thenentire sign - body, neck and headstock - shall be bordered/outlined by ý onestrand / o two strands of 15mm neon. Color TBD byOwner.

•                  Neon ý shallbe / o shall not be animated. Desiredanimation effect: strings playing / Edge west chasing.

•                  Signmust be grounded for lighting protection.

•                  Accesspanels shall be kept to a minimum and located as inconspicuously as possible.Panels must fit flush in surrounding surfaces. Guitar features such as coverplates may also be used for access.

•                  Signshall include mounting and attachment structures and hardware for attachment toa base, pedestal or structural attachment points. All visible attachments andhardware o shall be painted / o shallbe fully enclosed with a (oaluminum / o fiberglass / oother) shroud (design provided by Owner). Color TBD by Owner. Base / pedestal /attachment points shall be provided by others.

•                  Installationshall include final cleaning and any touch up required for like new appearance.

 

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LOGO

•                  Sign ý**shall include / o shallnot include a logo on the face(s) of the guitar.

•                  Logobrand:

o Hard Rock Café

ý Hard Rock Hotel Casino

o Hard Rock Live

•                  Logo sign type:

ý Channel neon sign face (withoutcabinet) as**per Hard Rock Café Standard Sign Specifications, Dseries sign.

o Internally illuminated with Lexan orsimilar face with a raised face and aluminum side returns.

•                  Logocolors shall be per Hard Rock Café Standard Sign Specifications.Owner will supply logo artwork for reproduction.

•                  Logoshall be positioned so that the copy is parallel to the ground.

 

SUBMITTALS

•                  Bids must include the following:

Detailed means and methods statement for fabricationincluding material and finish specifications.

Conceptual design drawing or rendering.

Manufacturer’s cut sheets and specifications for rotatordevice (if applicable).

 

•                  Prior to start of fabricationfour (4) sets of detailed shop drawings must be submitted to Owner forapproval. Drawings must include front, side and back elevations, sections,details of individual features and engineered structural and electricaldrawings. Must include all dimensions and a complete listing of materials,finishes and colors.

 

•                  Prior to application offinishes, samples of all finishes must be submitted to Owner for approval. Thismust include paint samples of all colors including gradients, sunbursts andsimulated wood grains. Paint samples must be applied to materials to be used onthe sign. Samples must also be supplied for any colored materials to be used –vinyl, Lexan, metal laminates, colored metals etc.

 

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