**Exhibit10.3**

 

**CONSULTINGSERVICES AGREEMENT-GENERAL**

 

THISAGREEMENT, effective as of August 10, 2004, (the Effective Date”) isentered into by and between **PremierEntertainment Biloxi, LLC d/b/a/ Hard Rock Casino & Hotel**(Owner),with an office and principal place of business at 111 Lameuse Street, Biloxi,MS 39530-4213 and **C P Procurement ServicesInc.**(“Consultant”), with a principal place of business at 248Basswood Street, Annandale, MN 55302. In consideration of the mutual promisescontained herein, Owner and Consultant hereby agree as follows:

 

**ARTICLE 1**

 

**DEFINITIONS**

 

**1.1****                              ****Agreement Documents**

 

Collectively, this Consulting ServicesAgreement, all Exhibits hereto and documents incorporated herein by referenceconstitute the “Agreement Documents”. The terms of this Consulting ServicesAgreement shall control in the event of a conflict with other AgreementDocuments, including any conflicting commercial terms and/or payment provisionsstated in the Exhibits or Consultant’s proposal. Exhibits included in theAgreement Documents are as follows:

 

Exhibit “A” - Scope of Services

 

Exhibit “B” – Schedule of Fee Payments

 

Exhibit “C” – Schedule of Hourly Rates For Additional Services

 

**1.2****                              ****Services**

 

“Services” means the services to be performedby Consultant as described in and reasonably inferable from the AgreementDocuments, including Exhibit “A” and Article 2 below.

 

**1.3****                              ****Additional Services**

 

“Additional Services” means those services,if any, in addition to the Consultant’s initial Scope of Services described in Section 1.2above which have been mutually agreed to by the parties and are performed bythe Consultant after receipt of Owner’s prior written approval.

 

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**1.4****                              ****Project**

 

The “Project” shall be those activities to be performed by Owner andall direct contractors and consultants to Owner, including the Consultant,Contractor, Architect, Interior Designer and their respective subcontractorsand sub-consultants, and shall collectively be referred to as the Hard RockCasino & Hotel.

 

**1.5****                              ****Site**

 

“Site” means those areas designated by Owner forperformance of the Services that shall be within and around Owner’s premisesknown as the Hard Rock Casino & Hotel, located at 777 E. Beach Boulevard,Biloxi, MS 39530

 

**1.6****                              ****Contractor**

 

The “Contractor” shall be the general contractorselected by Owner to provide procurement, construction and constructionmanagement services for the Project pursuant to a separate contract with Owner.

 

**ARTICLE 2**

 

**CONSULTANT’SSCOPE OF SERVICES**

 

**2.1****                              ****Representations**

 

**.1**                                      Consultant shall perform all Services thatare specified or reasonably inferable from the requirements set forth inAgreement Documents, including Exhibit “A” and this Article 2. The“Services” pertain to the FF&E for the following areas of the Hard RockBiloxi Tower: Back of House, Pool Deck and Restrooms, Typical Queen, TypicalKing, Left Guest Suites, Center Guest Suites, Right End Suites, HospitalitySuites, Corridors, Hotel Lobby, Public Corridor & Lower Lobby, Rooftop Nightclub,Health Spa, and Exterior Porte Cochere.

 

**.2**                                      Consultant represents that it is legallyauthorized to perform the Services contemplated by this Agreement andundertakes to furnish its best skill and judgment and to cooperate with Ownerin furthering the best interests of Owner and the Project.

 

**.3**                                      **Catherine Cheslock-Petersen** will be Consultant’s principal in charge ofall Services to be performed by Consultant under the terms of this Agreement.Consultant agrees to identify in advance and obtain Owner’s

 

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prior written approval forall personnel who will be utilized by Consultant in carrying out the Serviceshereunder.

 

**.4**                                      Consultant shall not: (a) undertake anyactivity or employment; or (b) have any significant undisclosed financial orother interests; or (c) accept any contributions if it would reasonably appearthat such activity, employment, interest or contribution could compromise theConsultant’s professional judgment or prevent the Consultant from serving thebest interests of Owner and the Project.

 

**2.2****                              ****Coordination**

 

Consultant agrees to continuously coordinate its activities with Owner,and where applicable, with the Contractor and Owner’s other contractors andconsultants to ensure that all Services performed by Consultant hereunder shallbe completed in a timely manner and shall not delay the activities of theContractor or Owner’s other contractors or consultants.

 

**ARTICLE 3**

 

**STANDARDSAND REMEDIES**

 

**3.1****                              ****Standard Of Performance**

 

Owner and Consultant hereby mutually agree thatConsultant’s Services shall conform to the following standards:

 

**.1**                                      Consultant’s Services shall be carried out bypersonnel who are experienced, skilled and competent in their respectiveprofessions and shall be performed in full compliance with all applicable laws,regulations and ordinances issued by public authorities and agencies havingjurisdiction over the Consultant’s Services relating to the Project.

 

**.2**                                      Consultant’s final reports andrecommendations, shall be suitable for their intended purpose and shall beprepared and/or carried out in accordance with the standards of care applicableto nationally recognized consulting companies who are regularly engaged inproviding the same or similar services on construction projects in the UnitedStates involving luxury casino and hotel facilities.

 

**3.2****                               ****Owner’s Remedies**

 

In the event Consultant fails to comply withSection 3.1 above, Consultant shall be responsible for all costs ofcorrecting negligent errors and omissions in its

 

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Services which do not conform with the requirements of the AgreementDocuments, including the re-performance by Consultant of its Services asnecessary to provide corrected evaluations, testing, surveys and other relevantreports at Consultant’s sole cost and expense. In addition, Consultant shall beresponsible for any additional costs incurred by Owner for its personnel, theArchitect and Owner’s other consultants arising out of any such negligent errorsor omissions.

 

**ARTICLE 4**

 

**OWNER’SRESPONSIBILITIES**

 

**4.1****                              ****Relevant Information**

 

To the extent already available and relevant to the Consultant’sServices, Owner shall provide Consultant with information available to Owner,including: (a) the latest structural, architectural, mechanical and electricaldrawing and all other documents required for completion of the Services.Consultant shall promptly report to Owner any error, inconsistency or omissionwhich it discovers in any such documents.

 

**4.2****                              ****Owner’s ProjectRepresentative**

 

Owner has designated Karl Bulot, Project Manager as its ProjectRepresentative authorized to act on Owner’s behalf with respect to theConsultant’s Services. The Project Representative shall review the reports,analyses and other documents submitted by Consultant and shall promptly renderdecisions pertaining thereto, including issuing directives required from Ownerto facilitate the progress of the Services.

 

**ARTICLE 5**

 

**PERFORMANCESCHEDULE**

 

**5.1****                               ****Performance Schedule**

 

Performance of this Agreement shall commence onJune 24th, 2004, and shall continue until the Consultant satisfactorilyperforms and Owner duly accepts Consultant’s Services as complete. Servicesshall conclude no later than October 30, 2005.

 

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**5.2****                               ****Timely Performance**

 

Consultant acknowledges that **TIME ISOF THE ESSENCE** and that Owner’s business interests will suffersubstantial losses unless Consultant’s Services are completed in a timelymanner. Consultant’s failure to timely complete its Services in accordance withSection 5.1 above, except for reasonable cause, shall be a material breachof this Agreement.

 

**ARTICLE 6**

 

**TERMSOF PAYMENT**

 

**6.1****                              ****Compensation for Services**

 

**.1****                                     ****Consulting Fee**

 

In consideration for the performance of the Services set forth in thisAgreement, Owner shall pay Consultant a lump sum Consulting Fee of One hundredseventy-four thousand dollars and no cents ($174,000.00) for Consultant’sServices.

 

**.2****                                     ****Payments**

 

The Consulting Fee, Reimbursable Expenses, compensation for AdditionalServices and the final payment shall be paid in accordance with Sections 6.4,and 6.5.below.

 

**.3****                                     ****Limitations**

 

Subject to Additional Services which are mutually agreed to between theparties in advance and in writing, the Consulting Fee shall be Consultant’ssole and total compensation for all costs, overheads and profit, including butnot limited to all cost of general conditions, federal, state, and localstatutory benefit taxes, income taxes and sales, use and excise taxes which relateto its Services hereunder.

 

**6.2*****                              *****Compensation for AdditionalServices**

 

To the extent approved in advance and in writing by Owner, payment forAdditional Services shall be computed on either: (a) “time and expense” basismeasured by the Schedule of Hourly Rates listed in Exhibit “C”, withoutmarkups, plus Reimbursable Expenses directly related to the AdditionalServices, without mark-ups; or (b) a “lump sum” basis as may be mutually agreedupon by the parties in advance and in writing. Lump-sum amounts for AdditionalServices shall be inclusive of all Reimbursable Expenses.

 

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**6.3****                              ****Reimbursable Expenses**

 

Reimbursable Expenses shall be limited to actual expenditures for theitems listed below without mark-ups and which are reasonably incurred by theConsultant in the direct performance of Services and Additional Servicesperformed on a “time and expense” basis as follows:

 

**.1**                                      Any unusual excessive postage, shipping, andair courier costs at actual cost.

 

**.2**                                      Any reasonable expenses in connection without-of-town travel authorized by Owner.

 

ReimbursableExpenses that exceed $500.00 will need prior written approval of Owner. Alltravel schedules will be approved prior to the actual booking of said trips.

 

**6.4****                             ****Progress Payments**

 

Consultant shall submitmonthly Applications for Progress Payment that shall separately itemize thefollowing:

 

**.1**                                      The relevant Consulting Fee progress paymentdue in accordance with Exhibit “B” –Schedule of Fee Payments.

 

**.2**                                      Separate line item entries which identify allAdditional Services which were approved in advance and in writing by Owner andwhich were completed during the preceding month. Consultant’s submittal forthese Additional Costs shall include: (a) a copy of Owner’s prior writtenapproval: and (b) an itemization of all Reimbursable Expenses attributable toeach separate item of Additional Service performed and incurred during thepreceding month.

 

**6.5****                              ****Monthly Payments**

 

Within thirty (30) calendar days after receipt of Consultant’sApplication for Progress Payment submitted in compliance with the requirementsof Section 6.4 above, Owner shall pay the amounts approved in accordancewith this Article 6 without retention, including Consulting Fee progresspayments, Reimbursable Expenses and amounts for Additional Services during thepreceding month, if any.

 

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**ARTICLE 7**

 

**INDEMNIFICATION**

 

**7.1****                               ****Indemnities**

 

The term “Indemnitees” means **PremierEntertainment Biloxi, LLC, d/b/a Hard Rock Casino & Hotel**, andeach of its subsidiary companies, affiliated companies and parent companies ofevery tier, and each of its directors, officers, employees, agents,representatives and assignees permitted herein.

 

**7.2****                               ****Consultant’s Duty toIndemnify**

 

Consultant shall indemnify, defend and hold each of the Indemniteesharmless from and against any and all claims, causes of actions, damages,liabilities, losses, costs and expenses, including reasonable attorney’s fees,arising out of and to the extent caused by the negligent acts, errors oromissions by the Consultant, its employees and agents, or others for whom theConsultant is legally liable in the performance its Services under thisAgreement. It is further provided the Indemnitees’ rights set forth in thisSection shall not apply to the extent that any claims, costs, expenses,losses or liabilities result from the negligent acts or omissions of theIndemnitees or other parties for whom Consultant is not responsible.

 

**ARTICLE 8**

 

**INSURANCE**

 

**8.1****                              ****Consultant’s InsuranceRequirements**

 

Commencing with the performance of its Services hereunder, andcontinuing until the Services have been fully performed, Consultant shallobtain and maintain at its expense during the term of this Agreement policiesof insurance of the types and in amounts not less than the minimum coveragesspecified below.

 

**.1****                                     ****Commercial General LiabilityInsurance**covering bodilyinjury and property damage (including the property of the Indemnities) withminimum limits on a per project basis of One Million Dollars ($1,000,000)combined single limit, with blanket contractual, independent contractors, broadform property damage, personal and advertising injury, cross liability andseverability of interests. This policy shall be endorsed for coverage to be ona per project basis and to name Owner and the Indemnities defined inSection 7.1 above as an additional insured.

 

**.2****                                     ****Workers’ CompensationInsurance**in accordance withthe statutory requirements of the state or states where the Services are to beperformed

 

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including bodily injury, occupational illness or disease coverage andEmployers Liability with minimum limits of not less than One Million Dollars($1,000,000).

 

**.3****                                     ****Automobile Liability Insurance**covering all owned,non-owned and hired vehicles with minimum limits of not less than One MillionDollars ($1,000,000) combined single limit for bodily injury and propertydamage liability.

 

**.4****                                     ****Professional LiabilityInsurance**with minimumlimits of One Million Dollars ($1,000,000) per occurrence.

 

**8.2****                              ****Conditions Of Coverage**

 

Policies required in this Article 8 above shall be placed withinsurance companies having an A.M. Best Company rating of A VIII or better.Certificates of Insurance for each policy in a form satisfactory to Owner shallbe delivered to Owner upon execution of this Agreement and shall include allendorsements specified in this Article 8. Each policy and Certificateshall also be endorsed to require a minimum of thirty (30) calendar days priorwritten notice to Owner in advance of any cancellation of, or change in suchpolicy. The parties, including all Indemnitees, each mutually waive any and allrights of subrogation against each other and/or their respective insurancecarriers to the full extent permitted by law.

 

**ARTICLE 9**

 

**TERMINATION,CANCELLATION AND RIGHT TO SUPPLEMENT WORK**

 

**9.1****                              ****Termination for Convenience**

 

Owner may for any reason or no reason, terminate this agreement upongiving (fifteen) calendar day written notice to consultant. Thereafter,consultant shall only be entitled to payment for work performed and expensesincurred through the effective date of termination and upon the effective dateof termination, Owner shall be forever discharged from any other obligationsunder this agreement.

 

**9.2****                              ****Termination for Cause**

 

Owner may terminate this Agreement for cause at any time upon givingseven (7) calendar days written notice to the Consultant. Thereafter,Consultant shall only be entitled to payment for work performed and expensesincurred through the effective date of termination, subject to any offsetsand/or damages to Owner that may arise out of any default(s) by Consultant.Otherwise upon the effective date

 

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of termination, Owner shall be forever discharged from any otherobligations under this agreement

 

**9.3****                              ****Right to Supplement Work ofConsultant**

 

If the Consultant violates or breaches any of the terms, conditions orcovenants hereof, then Owner may, without prejudice to any other remedy he mayhave, provide any such labor and materials as are necessary to remedy suchdeficiency and deduct the cost thereof from any money due or thereafterbecoming due to the Consultant.

 

**ARTICLE 10**

 

**OWNER’SAUDIT RIGHTS**

 

Consultant shall maintain, and require its employees and agents, orothers for whom the Consultant is legally liable under this Agreement tomaintain detailed records of all its Services, including Additional Services,Reimbursable Expenses and personnel hours expended during the course of suchServices. Such financial records shall be kept in accordance with generallyaccepted accounting principles and shall be promptly made available to Ownerand its authorized representatives for purposes of audit promptly after receiptof written notice from Owner.

 

**ARTICLE 11**

 

**GENERALPROVISIONS**

 

**11.1****                      ****Assignment**

 

The Services to be provided by Consultant herein is personal in natureand, accordingly, Consultant shall not assign its interest in this Agreementwithout the prior written consent of Owner. Any purported assignment byConsultant without such consent shall be null and void.

 

**11.2****                      ****Proprietary Information**

 

Owner considers all information pertaining to the Services or theProject to be confidential and proprietary unless otherwise stated toConsultant in writing. Consultant shall not disclose any such informationwithout Owner’s prior written consent, including any information which isprepared or developed by or through

 

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Consultant, Owner, and Owner’s other contractors or any Projectdesigners, architects or other consultants.

 

**11.3****                     ****Ownership and Use ofAgreement Documents**

 

All documents prepared by Consultant as part of the Services, includingall original reports, drawings, renderings, specifications, estimates, fieldnotes and similar data prepared by Consultant in furtherance of the Servicesshall be the property of Owner. Consultant hereby assigns to Owner alldocuments prepared by Consultant, its employees and agents, or others for whomthe Consultant is legally liable under this Agreement, including all copyrightrights. At the time of completion, or upon an earlier cancellation ortermination of this Agreement, Consultant shall promptly on demand turn over toOwner the originals of all such documents. Consultant may retain one (1) set ofreproducible copies thereof for information and reference purposes only.

 

**11.4****                       ****Independent Contractor**

 

Consultant shall at all times be an independent contractor and havesole responsibility for and control over all means, methods, techniques,sequences and procedures for coordinating and scheduling its Services toachieve the requirements of this Agreement. Nothing in this Agreement shall bedeemed to imply or represent that the Consultant, its employees and agents, orothers for whom the Consultant is legally liable under this Agreement are theagents, representatives or employees of the Contractor, Owner or otherIndemnities and, Consultant agrees and acknowledges that they shall not have thepower, directly or indirectly to bind or otherwise obligate owner to anyundertaking whatsoever.

 

**11.5****                       ****Claims and Disputes**

 

**.1**                                      All claims, disputes and other matters inquestion arising out of or relating to this Agreement or the breach thereof,shall be decided by a court of competent jurisdiction in the state whereConsultant’s Services are to be utilized by Owner and not by arbitration. Theexistence of any claim, dispute or legal proceeding shall not relieveConsultant from its obligation to properly perform its Services as set forthherein. Neither party shall initiate a judicial proceeding, and the applicablestatute of limitations shall not commence to run, until the date of substantialcompletion of Consultant’s Services or any termination of this Agreement,whichever occurs first.

 

**.2**                                      Notwithstanding the above, before eitherparty pursues a judicial determination, the parties agree to attempt to resolveany dispute amicably at a meeting to be attended by persons withdecision-making authority. If,

 

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within thirty (30) calendar days after such meeting, the parties havenot succeeded in negotiating a resolution of the dispute, they agree to submitthe dispute to mediation in accordance with the then- current Model Procedurefor Mediation of Business Disputes of the Center for Public Resources, and tobear equally the costs of the mediation.

 

**11.6****                      ****Governing Law and Forum**

 

The laws of the state of Mississippi shall governthe validity, construction, performance and effect to this Agreement. Anylawsuit to interpret or enforce the terms of this Agreement shall be brought ina court of competent jurisdiction in the state of Mississippi.

 

**11.7****                      ****Binding Effect**

 

Owner and Consultant, respectively, bind themselves and to the extentapplicable, their partners, successors, assigns and legal representatives tofulfill all obligations contained in this Agreement.

 

**11.8****                      ****Enforceability**

 

Nothing contained in this Agreement shall create a contractualrelationship with or a cause of action in favor of a third party against eitherOwner or the Consultant. The invalidity or non-enforceability of any provisionof the Agreement shall not impair or affect the validity or enforceability ofany other provisions. In the event that any such provision is determined to beunenforceable or void, the remainder of the Agreement shall remain in fullforce and effect. In the event of a waiver or series of waivers by Owner of abreach or default of any provision of this Agreement, such waiver(s) shall notconstitute a waiver of any future breach or default of the same provision, or awaiver of any breaches or defaults in any other provisions.

 

**ARTICLE 12**

 

**NOTICES**

 

All notices relating to termination, cancellation for convenience,suspension or material breach shall be sent to the parties at the addressesstated below, by registered or certified mail. All other notices may be sent byregular mail. Notice by facsimile transmissions shall be effective uponreceipt, but must be confirmed by registered, certified or regular mail, as isappropriate to the type of notice. Either party hereto may specify to the otherparty a different address for the giving of notices.

 

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**12.1****                         ****Notices To Owner**

 

All notices to Owner shall be sufficient when sent as states above andaddressed as follows:

 

Name: Karl Bulot, Project ManagerHard Rock Casino & Hotel111 Lameuse StreetBiloxi, MS 39530

 

**12.2****                         ****Notices to Consultant**

 

All notices to the Consultant shall be sufficient when sent as statedabove and addressed as follows:

 

Catherine Cheslock-PetersenC P Procurement Services248 Basswood StreetAnnandale, MN 55302

 

**ARTICLE 13**

 

**ENTIREAGREEMENT**

 

ThisAgreement represents the entire and integrated agreement between Owner andConsultant and supersedes all prior negotiations, representations oragreements, whether written or oral. This Agreement shall not be changed ormodified except by written amendment signed by officers of the parties.

 
| **Owner:**                       | **Consultant:**                    |
|----------------------------------|------------------------------------|
|                             |                               |
| **Hard Rock Casino & Hotel** | **C P Procurement Services Inc.**  |
|                             |                               |
|                             |                               |
| **By:**                          | /s/ Joe Billhimer                  |   | **By:** | /s/ Catherine J. Cheslock-Petersen |   |
| **Joe Billhimer**                | **Catherine J. Cheslock-Petersen** |
| **President and****COO**         | **President**                      |
|                                  |                                    |  |  |  |  |

 

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**EXHIBIT ASCOPE OF SERVICES**

 

Consultantscope of services are described in the attached letter dated April 7th 5th,2004.

 

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**C PPROCUREMENT SERVICES INC.**

**248Basswood Street**

**Annandale,MN 55302**

**320/274-2829**

 

April 7,2004

 

 

Hard Rock Casino & Hotel

DBA: Premier Entertainment

Attn: Mr. Karl Bulot

 

 

RE: Purchasing Services

 

Dear Karl:

 

Per our conversation of yesterday, I am sending you a fee proposal toprovide a variety of services for your project.

 

These fees have been based upon the following information:

1). FF&E Package including tax, freight, and installation - $5.8million

2). Preliminary design stage currently

3). Construction has begun

4).Completion date of 8/2005

 

**SUMMARY OF FEES:**

 

**DESIGN/BUDGET DEVELOPMENT**

 

•                  Establish the client’s criteria with thecreated team of owner, development manager, architect and designer to createrealistic preliminary budgets establishing dollars for designated areas, i.e.,Casino seating, restaurant furnishings, hotel amenities, etc

 

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•                 Establish the program, and schedules workingwith the client’s criteria and construction, i.e. time lines, formanufacturing, installation of goods on site, working closely with theconstruction team to establish critical paths that all trades can perform theirwork effectively insuring a high quality finish.

•                 Detailed review of the FF&E productspecifications prepared by the Designer and Architect. Working closely withthis portion of the team during this stage allows the designer to present tothe owner selections that will meet the budget requirements withoutcompromising the quality of the product and time. Making recommendations forproduct that would be best suited for the operation and usage of the owner’sproperty.

•                 Review the Architectural and Interior Designdrawings including room layout, floor plans, furniture size, etc. to verifythat all product specified will fit into the designated areas.

•                 Prepare reports identifying areas of concernand/or suggestions based on past experience for the owner’s review andcomments. Requests/questions pertaining to the specifications and drawingswould continue until budgets are complete, and purchase orders are processed.

•                 Participate in resolution of problems.

 

**PURCHASING/ACCOUNTS PAYABLE/SCHEDULING**

 

•                 Prepare bid documents to receive threecompetitive bids from viable manufacturers for final pricing. Three bids willbe provided for the drapery fabrication, artwork, wall covering, carpet, casegoods, and upholstered seating, lighting, and mattresses/box springs. All otherproduct will be priced out based upon the designer’s specifications if theproduct meets all criteria.

•                 Collect all bids analyze and make anappropriate recommendation to award contract.

•                 Determine quantity of material requiredincluding stock

•                 Create a final budget based upon currentinformation

•                 Meet and assist client/owner where necessaryand appropriate to determine that all areas are covered within the currentbudget

•                 Finalize and present budget for approvalincluding the costs of goods, estimated freight, storage and installation.

•                 Prepare all purchase orders and depositrequests using the owners accounting system. Using your purchase order systemwill allow you at a later date to have all the information already incorporatedinto your system for further purchase requirements. Using your system wouldallow all discounts and rebates to be passed on to the owner promptly.

•                  Process all purchase orders with vendor andverify that delivery dates can be met.

•                  Expedite and ship

•                  Establish freight carriers in advance forcost savings

•                  Review invoices and process paperworkrequired to process payment.

•                  Negotiate and prepare change orders topurchase orders as required.

 

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•                  Workwith vendors and the Accounting Department to zero out purchase orders at theend of the project.

•                  Prepareand/or respond to correspondence as required.

•                  Schedule,review, coordinate, and resolve any problems associated with requiredsubmittals.

•                  Handleall issues such as overage, shortages, receipt of damaged material, etc.

•                  Revisedelivery dates if required to match project progress if enough notification hasbeen given to make the necessary changes.

•                  Confirmproducts delivered to warehouse are received.

 

**INSTALLATION/ON SITE COORDINATION**

•                  Assistowner in development of overall project install schedule.

•                  PrepareJust In Time schedules for the Casino seating, case goods, upholstered seating,and mattresses/box springs.

•                  Assistowner in creating the most effective way for storage/warehousing.

•                  Workclosely with the warehouse manager in the receipt of all products.

•                  Solicitbids for installation of FFE and coordinate with owner for the awarded bidder.

•                  Coordinateand oversee all phases of the installation of FF&E

•                  Performoverall administration of installation subcontracts including preparation ofpurchase order for the FF&E installation company, drapery fabricator,scheduling, on site supervision, problem resolution.

•                  Obtainand prepare presentation to Fire Marshall concerning flame-rating certificateson all FF&E

 

Thesefees are based upon the owner having the following positions in place:

•                  Anaccounting clerk dedicated to assist CPPS with paper-flow between purchasingand accounting.

•                  Awarehouse supervisor to work directly with the receiving of all goods that willbe sent to the owners’ warehouse.

•                  Needa Detailed Budget and Construction Timeline

 

**REIMBURSABLE EXPENSES:**

 

ReimbursableExpenses are in addition to the above fees. Reimbursable expenses include airtravel, lodging, meals, car rental, gas and parking, and any other projectrelated miscellaneous expenses such as excessive long distance telephone calls,reproductions, postage, mileage, and other typical business related expenses.

 

**PROGRESSIVE BILLING:**

 

Paymentsmade to CPPS would be through a progressive billing process. A down paymentwould be required prior to the commencement of work with a monthly billingthere after which would be due within 30 days. The remaining 10% of the totalfee would be billed out the month of installation.

 

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**TRAVEL:**

 

Iam not sure how much time you are expecting for CPPS to be on site, but I havelisted the following time frames and travel requirements, based upon pastexperience.

 

**Design Budget Development:** Weekly or bi-weekly travel to site anddesign office. Approximately 6-8 weeks.

 

**Bid Process for FF&E** — this process can be done from my office,along with creating the vendor relationships, setting up appointments forvendors to present at site, etc. One trip would be required for final budgetreview.

 

**Purchasing** — Purchasing of FF&E would take approximately 5 weeks.

 

**Construction Meetings:** - Once a month for sure, but this trip couldalso be incorporated in above.

 

**Installation** — Calculating 7 weeks, which would mean approximately 5-6 trips. Ofcourse through this process, on going correspondence would be daily, andscheduling would be flexible depending on need.

 

**FEES:**

 

Myfees to complete this project would be $174,000.00. As you know everything isnegotiable, but I do know that I would contribute a wealth of information whichwould only create a stronger successful project.

 

Karl,it would be my recommendation to bring me on now on a need be basis to assistyou with the design development, if you are at the point that decisions arebeing made. I wouldn’t think you would need me full time right now. I havelisted out a timeline based upon opening in August 2005.

 

August 2005- Open

July 2005– Wishful thinking

MidMay through June, 2005 Installation of Furnishings

MidMarch through Mid May – Carpet & Wall covering Installation + Lighting

November 2004through March 2005 – Production of wall covering, carpet, lighting

November 2004through February 2005 – Production of Fabrics

MidOctober through November 2004 – Purchasing

LateSeptember to Mid October 2004 – Budgeting

Specificationswritten – July – August 2004

April-July –2004 – Finalization of Design and Construction Documents

 

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Iknow some of these dates are reality, but many probably are not. If you chooseto go with overseas production, you have to allow much more time foreverything. Of course we didn’t get that far into actual schedules, so take itfor what’s it is worth.

 

Lastbut not least, I can also help you with all of your OSE items, casino seating,back of house furnishings etc. It would be great to work with you again, and Iam sure we would once again create a successful project.

 

Lookforward to discussing further with you your purchasing requirements. Call meonce you have look this over and let me know your thoughts, whether there issomething you want me to delete or add. Nothing at this point is in concrete.

 

Sincerely,

 

 

CatherineJ. Cheslock-Petersen

 

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**EXHIBIT BSCHEDULE OF FEE PAYMENTS**

 

Paymentswill be made according to the following fee schedule:

 
| December 2004*                      |   | $      | 64,084.00  |   |
|------------------------------------------|--------|--------|------------|--------|
| January,  2005                           |   | $      | 10,000.00  |   |
| February,  2005                          |   | $      | 10,000.00  |   |
| March,  2005                             |   | $      | 10,000.00  |   |
| April,  2005                             |   | $      | 10,000.00  |   |
| May,  2005                               |   | $      | 10,000.00  |   |
| June,  2005                              |   | $      | 10,000.00  |   |
| July,  2005                              |   | $      | 10,000.00  |   |
| August,  2005                            |   | $      | 10,000.00  |   |
| September,  2005 – Final Payment ** |   | $      | 29,916.00  |   |
|                                     |   |   |       |
| TOTAL                                    |   | $      | 174,000.00 |   |

 

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*TheDecember billing of $64,084.00 shall be inclusive of all work performed inAugust, September, October, November, and December together with any downpayment due.

 

**TheFinal Payment will be billed in September, 2005 with payment due no later thanOctober, 2005.

 

Dated:August 26, 2004

 

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**EXHIBIT C**

 

**HourlyRates for Additional Services will be billed at $85.00 per hour.

 

Thishourly rate does not apply to this project, for if the total dollar amountshould rise, an additional total dollar amount would be agreed upon.

 

20

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