**EXHIBIT 10.52**

 

**IRIDIUM CONSULTING, LLC**

**Specialized Financial & OrganizationalConsulting**

 

June 11, 2002

 

Wayne County Employees’Retirement System

ATTN: Ronald Yee

400 Monroe, Suite 320

Detroit, MI  48226

 

Big Buck Brewery andSteakhouse, Inc.

ATTN: William Rolinski 

550 S. Wisconsin

Gaylord, MI  49735

 

Dear Mr. Yee and Mr. Rolinski:

 

Based upon our Monday, June 10,2002, meeting and subsequent discussions, this letter outlines and confirms ourunderstanding regarding the engagement expansion (letter agreement datedFebruary 22, 2002 and letter agreement dated April 25, 2002) of IRIDIUMCONSULTING, LLC (herein, also referenced, “IC” or the “Firm”).  Big Buck Brewery and Steakhouse, Inc.(herein, also referenced, “BBBS”) has requested IC, as the consultant to WayneCounty Employees’ Retirement System (herein, also referenced, “WCERS”) toperform certain services as independent professionals for WCERS and BBBS, asconsented to by IC.  However, BBBSunderstands and agrees that any information provided to WCERS and itsprofessionals, in connection with this assignment and all other informationprovided to WCERS is privileged and confidential and will not be shared withBBBS.  Importantly, this letter alsoconfirms that BBBS will provide IC payment for such services under the terms ofthis letter agreement.  If such paymentis not made, IC will look to payment from WCERS.

 

The expanded services that ICwill perform for WCERS and BBBS are as follows:

 

**Scope of Services**

 

**Management/OperationsAssistance**

 

IC will assist BBBSmanagement in the development of a going forward business strategy/conceptoutline (herein, also referenced “Business Plan”) for BBBS, including suchitems as:

 

a)                                      Developan action task list for Critical Financial Issues (e.g. Base Rent Reduction, ObtainLong-Term Agreement For Relief on Minimum Store Sales, etc.) and CriticalOperation Issues (e.g., Reduce Corporate G&A Expenses, Increase Sales,Reduce Store Level Cost Structure, Establish Break-Even Goals for Grand Rapidsand Review Closure, Change Operation Direction, Eliminate New Store Efforts,Review Promotion & Marketing Penetration, Define Each 

 

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Store’sCritical Next Steps, Implement Marketing Campaign, etc.).  IC will establish an accountability trackingsystem for such critical next steps (See the attached “Action Plan/Open Issuesand Critical Next Steps”),

b)                                     Documentimmediate, near-term and long-term BBBS hurdles (store and corporate level), asappropriate,

c)                                      Developa summary of key going forward changes and likely positive attributes to theBBBS – e.g., EBITDA enhancement,

d)                                     Documentstrengths, weaknesses, opportunities, and threats for the going forwardbusiness plan (store and corporate level),

e)                                      Developa NASDA delisting break-even analysis, based on business strategy,

f)                                        Developcash uses and sources for going forward business plan,

g)                                     Identifypotential value enhancement strategies – e.g., Grand Rapids, Izzo, M&A,etc.

 

Our fee for theManagement/Operations Assistance is anticipated to be between $20,000 and$35,000, based on our standard hourly rates and is in addition to feesdiscussed below.  This engagement can bestarted immediately and will take approximately 1-3 weeks to complete.

 

IC has, in the past, and iscurrently working with numerous existing clients (herein also referenced, “ICExisting Clients”) on totally unrelated matters and we are not aware of anycircumstances currently existing that would result in any conflict of thisengagement.  IC has also worked, in thepast, and may be currently working on numerous previous engagements (hereinalso referenced, “IC Previous Engagements”). In the event that, in the future, either IC Existing Clients or ICPrevious Engagements retains our services in a manner that may result in aconflict of this engagement, we would ask that you consent to our engagementwith them and waive any conflict.

 

Additionally, I would also liketo disclose that IC has, in the past, and currently has mutual clients withHonigman, Miller, Schwartz and Cohn, LLP and will continue to do so in the future.

 

It is our understanding thatyou are retaining IC as confidential, independent advisors.  We accept no responsibility regarding theaccuracy and completeness of information and other reports not prepared by usor based in whole or in part upon inaccurate information provided during ourreview of BBBS’s books and records. Further, in connection with our rendering advice to you, we undertake noresponsibility for the operation and control of BBBS and any liabilities totaxing authorities and/or other creditors of BBBS.  IC shall put forth its best efforts in rendering professionalservices to WCERS and BBBS, but we cannot guarantee the projected results ofBBBS’s future operations.

 

Either party may terminatethis engagement, without obligation to complete the engagement, at any time bynotification in writing, to the other party.

 

**Fees and Retainer**

 

Our services will be providedto you at the following rates:

 
| Joel R. Flowers                |   | $ | 285.00 |   | per  hour     |   |
|--------------------------------|--------|---|--------|--------|---------------|--------|
| Principals                     |   | $ | 250.00 |   | per  hour     |   |
| Managers/Industry  Specialists |   | $ | 225.00 |   | per  hour     |   |
| Sr. Consultant/Sr.  Accountant |   | $ | 175.00 |   | per  hour     |   |
| Consultants                    |   | $ | 150.00 |   | per  hour     |   |
| Accountants                    |   | $ | 125.00 |   | per  hour     |   |
| Financial Analysts             |   | $ | 95.00  |   | per  hour     |   |
| Para-Professional Staff        |   | $ | 85.00  |   | per  hour     |   |
| Mileage                        |   | $ | 0.345  |   | per  mile     |   |
| Delivery                       |   | $ | 25.00  |   | per  delivery |   |
| Per Diem                       |   | $ | 175.00 |   |          |   |

 

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It is our normal practice tosubmit billings for our services on a bi-monthly basis, which are payable uponpresentation to BBBS.  Our fees areaccumulated based on the number of hours incurred, multiplied by the hourlyrate assigned to the persons performing the services, plus necessaryout-of-pocket expenses.  We require aretainer of $20,000.00, from BBBS, prior to starting work.  This retainer is applied to the finalbilling.  Any retainer in excess of thefinal billing will be refunded.  The retaineris not an estimate of the total cost of the engagement.  The retainer will be deposited into ourgeneral account and may be commingled with our other funds.  No interest shall accrue or be paid on thefunds held as a retainer.

 

In the event that these billsare not paid on a timely basis, we will apply the retainer to pay the amountsowing.  We will stop our work until theoutstanding invoices are paid and/or the retainer balance is replenished to thefull amount required.  If this is notdone within 7 days after the application of the retainer to the unpaid balance,we reserve the right to withdraw from this engagement and return any unusedportion of the retainer.

 

**Mediation Clause**

 

If any dispute arises among theparties hereto, the parties agree first to try in good faith to settle thedispute by mediation administered by the American Arbitration Association underits Commercial Mediation Rules.  If theparties are unable to resolve the dispute through mediation within 60 days fromthe date notice is first given from one party to the other as to the existenceof such a dispute and the demand to mediate, then they may proceed to resolvethe matter by arbitration if this agreement provides that the particulardispute is subject to arbitration, or by whatever other lawful means areavailable to them if this agreement does not provide for arbitration of theparticular dispute.  Costs of anymediation proceeding shall be shared equally by all parties.

 

**Arbitration Clause**

 

The Client and the Firm bothagree that any dispute over fees charged by Firm to the Client will besubmitted for resolution by arbitration in accordance with the rules of theAmerican Arbitration Association.  Sucharbitration shall be binding and final. The arbitration shall take place at Troy, Michigan.  Any hearing shall be before one arbitratorin accordance with Rule 17 of the Commercial Arbitration Rules of the AmericanArbitration Association (the Rules). Any award rendered by the Arbitrator pursuant to this Agreement may befiled and entered and shall be enforceable in the Superior Court of the Countyin which the arbitration proceeds.  Inagreeing to arbitration, we both acknowledge that, in the event of a disputeover fees, each of us is giving

 

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up the right to have thedispute decided in a court of law before a judge or jury and instead we areaccepting the use of arbitration for resolution.

 

The prevailingparty shall be entitled to an award of reasonable attorneys’ fees and costsincurred in connection with the arbitration of the dispute in an amount to bedetermined by the arbitrator.

 

**Conclusion**

 

If the foregoing correctlystates the basis of our agreement, please execute both copies of this letter,retaining a copy for your files and returning a copy to our office, along witha check, from BBBS, for $20,000.00.

 

Again, we appreciate the opportunityto serve your needs and are prepared to commence this engagementimmediately.  If you have any questionsor comments, please feel free to call me any time (248) 524-1058.

 

Very truly yours,

 

**IRIDIUM CONSULTING, LLC**

 
|                              |               |
|-----------------------------------|--------------------|
| /s/ Joel R.  Flowers              |               |   |
| Joel R.  Flowers, Managing Member |               |   |
|                              |               |   |
| JRF/lao                           |               |   |   |
|                              |               |   |   |
| Enclosures                        |               |   |   |
|                              |               |   |
| cc:                               | Gregory J.  DeMars |   |   |
|                              | Ronald Yee         |   |   |
|                              | Richard  Noelke    |   |   |
|                              | William  Rolinski  |   |   |
|                                   |                    |  |  |  |

 

 
| Agreed to  and accepted by:                        |                           |
|----------------------------------------------------|--------------------------------|
| **WAYNE COUNTY EMPLOYEES’ RETIREMENT SYSTEM** |
|                                               |                           |
| By:                                                |                           |   | Date: |   |   |
|                                               | Ronald Yee, Director           |   |   |   |
|                                               |                           |   |   |
| Agreed to  and accepted by:                        |                           |   |
| **BIG BUCK BREWERY AND STEAKHOUSE, INC.**          |
|                                               |                           |
| By:                                                | /s/ William  F.  Rolinski |   | Date: |  6/21/02 |   |
|                                               | William Rolinski, CEO          |   |   |   |
|                                                    |                                |  |  |  |  |  |

 

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