Exhibit
10.5


 





 


March 25,
2010


 


Mr. Steve
Lipscomb


President/CEO


Ante5, Inc.


slipscomb@ante4.com


Cell:
(213) 216-4489


Work:
(323) 330-9881


 


Dear Mr. Lipscomb:


 


1.              Introduction


 


This
letter confirms the engagement of KSNE2 Enterprises, LLC. (“KSNE2”) by Ante5, Inc.
(“you,” “your” or “Ante5” or the “Company”) to provide certain accounting
services to the Company described below (the “Engagement”). This letter of
engagement and the related supporting schedules constitute the engagement
contract (the “Engagement Contract”) pursuant to which the Services will be
provided.


 


2.      Scope of Services 


 


To the
extent requested by the Company, KSNE2 will provide the following services (the
“Services”) outlined below:


 


	
   

  	
  1.

  	
  Provide
  the services of Todd Peterson, CPA for overall engagement oversight and
  consultation; and 

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Assist
  your current accounting staff in preparing meaningful financial reports to
  enable management to make effective forecasting, marketing, and budget
  decisions; 

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Evaluate
  the current accounting processes and present recommendations on enhancements
  that will create future economic benefits; 

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Assist
  the Company with the audit process including providing documents, statements
  and schedules to your auditor; 

  
	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  Interact
  in management meetings to the extent management requests; 

  



 


3608 MALLARDWOOD DRIVE · LAS VEGAS, NEVADA  89129 · PHONE: (702) 461-1665 · FAX:
(702) 543-9596


 

















 


	
   

  	
  6.

  	
  Provide
  such other services as may be requested by management at the hourly rates as
  defined in the compensation requirements section below, including, but not
  limited to:     

  



 


a.               Design, evaluate and maintain the
Company’s disclosure controls and procedures and internal control over the
financial reporting, and if requested by the Company, sign representations and
certifications for submission with SEC filings as to such controls;


 


b.              Prepare the Form 1120, U.S.
Income Tax Return for a US Corporation;


 


c.               Prepare additional bookkeeping
services.


 


We will
keep you informed in advance as to our intended staffing and will not add
additional Consultants to the assignment without first obtaining your consent
that such additional resources are required and do not duplicate the activities
of other employees or professionals. In addition, we will promptly on your
request provide additional qualified Consultants. Moreover, we will attempt to
utilize Company personnel to fulfill such roles and will take such steps as may
be necessary to avoid duplication with the Company’s other professionals.
Furthermore, we will obtain your consent as to the areas of responsibility
being filled by all Consultants and will adjust the staffing level upwards or
downwards as you direct.


 


In
addition to these specific services, we understand that at your request and to
the extent appropriate, such Consultants may be asked to participate in
meetings and discussions with the Company and other constituencies and their
respective professionals.


 


The services
of the Consultants may be performed by KSNE2 or by any subsidiary of KSNE2, as
KSNE2 shall determine. KSNE2 may also provide non-officer services through
agents or independent contractors. References herein to KSNE2 and its employees
shall be deemed to apply also, unless the context shall otherwise indicate, to
employees of each such subsidiary and to any such agents or independent
contractors and their employees. Prior to providing services hereunder, each Consultant,
KSNE2 subsidiary, agent, independent contractor and employee thereof shall
execute a confidentiality agreement similar to the Confidentiality Agreement
(as defined in Section 4).


 


3.      No Assurance on Financial Data 


 


Because
of the time and scope limitations implicit in this Engagement, the depth of our
analyses and verification of the data is significantly limited. We understand
that our Consultants are not being requested to perform an audit or to apply
generally accepted auditing standards or procedures for such purposes.


 


4.      Privileged and Confidential Information and Work Product 


 


The
Company acknowledges that all consulting-related advice (written or oral) given
by the Consultants to the Company in connection with the Engagement is intended
solely for the benefit and use of the Company (limited to the Board of
Directors thereof and management) and we understand that the Company has agreed
to treat any consulting-related advice received 


 


2

















 


from us,
whether orally or in writing, confidential and, except as provided in this
Engagement Contract, will not publish, distribute or disclose in any manner any
consulting-related advice developed by or received from us without our prior
written approval (except to the Company’s respective officers, directors,
employees, attorneys, advisors, shareholders, lenders, or prospective investors
or lenders and persons who have a need to know such information in order to
perform services under this Engagement Contract). Such approval shall not be
unreasonably withheld. Our approval is not needed if (a) the advice sought
is required to be disclosed by law or the rules of the OTCB Market or any
stock exchange upon which the Company’s stock is listed or by an order binding
on the Company or us, issued by a court having competent jurisdiction over the
Company or us, as applicable (unless such order specifies that the advice to be
disclosed is to be placed under seal), (b) such information is otherwise
publicly available, (c) the disclosure is of information in the possession
of the Company prior to this Engagement or is independently developed by the
Company, or (d) the disclosure is of information acquired from a third
party who, to the Company’s knowledge, owes no obligation of confidence with
respect to such information.


 


We agree
that all non-public, confidential or proprietary information (“Information”)
that is received by us from the Company or the Company’s accountants or outside
counsel in connection with this engagement will be confidential between KSNE2
and the Company.


 


5.      Fees 


 


Our
agreed upon compensation for the services to be rendered pursuant to this
letter agreement is set forth on Schedule I. We will also be reimbursed for
customary and reasonable documented out-of-pocket expenses including, but not
limited to, travel, lodging, costs of reproduction, reasonable out-of-pocket
counsel fees not to exceed $5,000 and other direct expenses.


 


We will
require a retainer (the “Retainer”) of $2,000, due upon the execution of this
Engagement Contract. We will further submit to the Company monthly invoices for
services rendered and expenses incurred by additional Consultants, which are
due within 30 business days of receipt. Upon the conclusion of this engagement,
the Retainer either will be returned to the Company upon payment in full of all
of our outstanding invoices or, if such payment has not been made, in our sole
discretion, applied to any outstanding invoice.


 


It is
understood that if employees of KSNE2 are required to testify at any
administrative or judicial proceeding relating to this matter (whether during
the term of this letter agreement or after termination), KSNE2 will be
compensated by the Company at the regular hourly rates for each such employee,
in effect at the time, and reimbursed for reasonable out-of-pocket expenses
(including reasonable counsel fees).


 


6.      Conflicts of Interest 


 


Based on
the list of interested parties provided by you, we have undertaken a limited
review of our records to determine KSNE2’s professional relationships with the
Company, the Administrative Agent and the existing lenders. From the results of
such review, we are not 


 


3

















 


aware of
any conflicts of interest or relationships that would preclude us from
performing the above Services for you.


 


As you
know, we are a consulting firm and we are regularly engaged by new clients that
may include one or more of the potentially interested parties. We will not
accept an engagement with any of the potentially interested parties or any
other party that directly or materially conflicts with this Engagement without
your prior written consent.


 


7.      Limitation of Liability 


 


The
Company agrees to indemnify, hold harmless and defend KSNE2 against any and all
losses, claims, damages, liabilities, penalties, judgments, awards, amounts
paid in settlement, reasonable out-of-pocket costs, fees, expenses and
disbursements including, without limitation, the reasonable out-of-pocket
costs, fees, expenses and disbursements, as and when incurred, of
investigating, preparing or defending any action, suit, proceeding or investigation
(whether or not in connection with proceedings or litigation in which KSNE2 is
a party), directly or indirectly caused by, relating to, based upon, arising
out of or in connection with the engagement of KSNE2 by the Company or any
services rendered pursuant to such engagement; provided that the Company will
not be responsible for payment of indemnification amounts hereunder (and any
indemnified person shall reimburse the Company for indemnification amounts
already paid) that are determined by a final judgment of a court of competent
jurisdiction to have resulted from an indemnified person’s bad faith, self
dealing, gross negligence or willful misconduct. These indemnification
provisions extend to the officers, directors, principals, members, managers,
and employees of KSNE2 and shall survive for 1 year after the termination or
expiration of the engagement. The contract rights to indemnification conferred
in this paragraph shall not be exclusive of any other right that any
indemnified person may have or hereafter acquire under any statute, agreement,
order of a bankruptcy court or pursuant to any directors and officers liability
insurance policy (including any such policy identified in Schedule I). The
Company shall also reimburse any indemnified person for all reasonable
out-of-pocket expenses incurred in connection with enforcing such indemnified
person’s rights under this letter agreement.


 


In
addition to the above indemnification, KSNE2 personnel serving as employees of
the Company will, to the extent permitted by applicable law, be entitled to the
benefit of the indemnities provided by the Company to its officers and
directors, whether under the Company’s by-laws, certificate of incorporation,
by contract or otherwise.


 


The
parties intend that an independent contractor relationship will be created by
this letter agreement. As an independent contractor, KSNE2 will have complete
and exclusive charge of the management and operation of its business, including
hiring and paying the wages and other compensation of all its employees and
agents, and paying all bills, expenses and other charges incurred or payable
with respect to the operation of its business. None of KSNE2’s employees
serving as a Temporary Employee, including Todd Peterson in his capacity as Financial
Consultant of the Company, will be entitled to receive from the Company any
salary, bonus, compensation, vacation pay, sick leave, retirement, pension or
social security benefits, workers compensation, disability, unemployment
insurance benefits or any other Company employee benefits. KSNE2 will be
responsible for all employment, withholding, income and other taxes 


 


4

















 


incurred
in connection with the operation and conduct of its business (including those
related to Todd Peterson and the Consultants).


 


8.      Waiver of Jury Trial/Dispute Resolution 


 


The
Company agrees that neither it nor any of its assignees or successors shall (a) seek
a jury trial in any lawsuit, proceeding, counterclaim or any other action based
upon or arising out of or in connection with the engagement of KSNE2 by the
Company or any services rendered pursuant to such engagement or (b) seek
to consolidate any such action with any other action in which a jury trial
cannot be or has not been waived. The provisions of this paragraph have been
fully discussed by the Company and KSNE2 and shall be subject to no exceptions.


 


9.      Term of Engagement 


 


This
letter agreement shall be effective as of the date hereof and shall continue in
effect until termination or completion of our engagement hereunder. Either you
or we may terminate this letter agreement and our engagement at any time upon
the giving of at least thirty (30) days prior written notice to the other party
or immediately by a party upon a material breach of this Agreement by the other
party. Termination shall not affect our right to receive payment for services
performed, reimbursement for reasonable out-of-pocket expenses properly
incurred (in accordance with the terms of this letter agreement) or the Company’s
obligations under Section 7 herein.


 


If any
provision of this Engagement Contract shall be invalid or unenforceable, in
whole or in part, then such provision shall be deemed to be modified or
restricted to the extent and in the manner necessary to render the same valid
and enforceable, or shall be deemed excluded from this letter agreement, as the
case may require, and this letter agreement shall be construed and enforced to
the maximum extent permitted by law as if such provision had been originally
incorporated herein as so modified or as if such provision had not been
originally incorporated herein, as applicable.


 


This
Engagement Contract and each related confidentiality agreement constitute the
entire understanding between the parties with respect to the subject matter and
supersede all prior written and oral proposals, understandings, agreements
and/or representations, all of which are merged herein. Any amendment or
modification of this letter agreement shall be in writing and executed by each
of the parties hereto.


 


10.    Governing Law and Jurisdiction 


 


This
Engagement Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada. The Courts of Nevada shall
have exclusive jurisdiction in relation of any claim, dispute or difference
concerning the Engagement Agreement and any matter arising from it. The parties
hereto irrevocably waive any right they may have to object to any action being
brought in these Courts, to claim that the action has been brought to an
inconvenient forum or to claim that those Courts do not have jurisdiction.


 


5

















 


11.    Notice 


 


All
notices required or permitted to be delivered under this Engagement Contract
shall be sent, if to us, to the address set forth above, to the attention of Todd
A. Peterson, and if to you, to the address for you set forth above, to the
attention of your General Counsel, or to such other name or address as may be
given in writing to the other party. All notices under the Engagement Contract
shall be sufficient if delivered by facsimile or overnight mail. Any notice
shall be deemed to be given only upon actual receipt.


 


12.    Continuation of Terms 


 


The terms
of the Engagement Contract that by their context are intended to be performed
after termination or expiration of this Engagement Contract, including but not
limited to, section 4 and section 7, are intended to survive such termination
or expiration and shall continue to bind all parties.


 


13.    Citation of Engagement 


 


Notwithstanding
anything to the contrary contained herein, after the engagement of KSNE2
becomes a matter of public record, we shall have the right to disclose our
retention by the Company or the successful completion of its services hereunder
in marketing or promotional materials placed by KSNE2, at its own expense, in
financial and other newspapers or otherwise.


 


We look
forward to working with you on this matter. Please sign and return a copy of
this letter signifying your agreement with the terms and provisions herein. If
you have any questions, please contact Todd Peterson at (702) 461-1665 or by
facsimile at (877) 833-4456.


 


Very
truly yours,


KSNE2 Enterprises, LLC.


 


 


	
  By:

  	
  /s/
  Todd A. Peterson, CPA

  	
   

  
	
   

  	
  Todd
  Peterson, CPA

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  April 22,
  2010

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ante5, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ 

  	
   

  
	
   

  	
  Steven
  Lipscomb

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  April 22,
  2010

  	
   

  



 


6

















 


SCHEDULE I


 


Compensation Requirements


 


	
  A)

  	
  KSNE2
  will be paid a one-time fee, as depicted in item 5 above, with commencement
  of this agreement. Fees in connection with this Engagement for additional
  consultants and services will be based upon the time spent in providing the
  services, multiplied by our standard hourly rates, summarized as follows: 

  



 


	
   

  	
   

  	
  Per Hour

  	
   

  
	
  Associates / Consultants

  	
   

  	
  $

  	
   100-150

  	
   

  
	
  Administrative

  	
   

  	
  $

  	
   75-100

  	
   

  



 


As deemed
appropriate and necessary and in accordance with the Engagement Contract, in
addition to the Consultants, experts or individuals from KSNE2’s specialty
service areas, including but not limited to tax and/or insurance consulting,
may be called upon to perform specific advising from time to time. Fees for
these individuals will be based upon their time reasonably spent in providing
those specialty services, multiplied by their hourly rates.


 


Hourly
rates are subject to periodic adjustment. We will notify you of any such
changes to our rates. Note that we do not provide any assurance regarding the
outcome of our work and our fees will not be contingent on the results of such
work. In addition to the fees outlined above, KSNE2 will bill for reasonable
expenses relative to the Engagement Contract which may include airfare, meals
and hotel accommodations, telephone, industry research as directed by and for
the benefit of the Company relative to the Engagement Contract counsel fees,
duplicating and printing, etc.


 


	
   

  	
   

  	
  3608
  Mallardwood Drive

  Las Vegas, Nevada 89129

  Phone: (702) 461-1665

  Fax: (877) 833-4456

  www.KSNE2Enterprises.com  

  



 


7