exv10w4



 







Exhibit 10.4




EMPLOYMENT CONTRACT AGREEMENT




     THIS AGREEMENT made and entered into on this 12th day of September, 2005 by and between the
following parties:




	 	A.	 	Inn of the Mountain Gods Resort and Casino, a Mescalero Apache Tribal
enterprise at 287 Carrizo Canyon Road, Mescalero, New Mexico 88340, hereinafter
referred to as “IMG”.
	 
	 	B.	 	Lance Kintz, CPA, 13436 N. 87th Street, Scottsdale, Arizona, 85260, hereinafter
referred to as “Kintz”.





     THE PARTIES AGREEING AS FOLLOWS:



     Overview of situation: Robert Half, Inc., (RHI) and Protiviti, LLC, recommended IMG
use Kintz as a consultant to fill in the void at IMG created in August 2005 when both the CFO and
Financial Director/Control resigned.



     Kintz, an independent contractor and employee of RHI had his timesheets approved by IMG
management, after which RHI bills IMG for Kintz’s services.



     RHI, in hiring Kintz, understood the unique nature of Kintz’s services, in which he frequently
becomes an employee of the company, enabling him to complete the full scope of his services. Also
unique to Kintz, even as an employee, is the short-term nature of his projects. His specialties
include turnarounds, restructuring and acquisitions.



     IMG’s situation is common place in Kintz’s area of specialization. It is agreed by all
parties the “fit” and suitability of Kintz’s expertise will benefit IMG. Kintz and IMG management
are in the process of preparing a short, specific list of projects and deliverables to be completed
in an estimated six (6) months time frame — a typical engagement for Kintz, when employed full
time.



 









 





     Based upon this overview and the agreement of IMG and Kintz the parties agree as follows:




	 	1.	 	Kintz shall be employed by IMG as a full time employee at the rate of
$15,000.00 per month commencing as of September 19, 2005.
	 
	 	2.	 	The term of such employment is presently estimated by the parties at six (6)
months.
	 
	 	3.	 	That in addition, Kintz will be paid for reasonable travel to and from
Scottsdale, Arizona and reimbursement for direct business expenses. Kintz is self
insured for medical health insurance and due to the short term nature of his employment
he shall not be included in the IMG’s employment benefit retirement plan.
	 
	 	4.	 	Kintz shall be included under the IMG’s D&O liability policy or other coverage.
	 
	 	5.	 	Based upon the unique specialization of Kintz and the nature of the scope of
employment of Kintz there shall be no severance agreement in regard to employment of
Kintz. When Kintz and IMG have reached a mutually satisfactory termination of the
projects provided by this agreement, the assignments to Kintz have been completed to
the mutual satisfaction of the parties, Kintz will become a free agent including
exercising his option to resume consulting.
	 
	 	6.	 	The compensation as outlined above, other than bonuses set forth herein shall
be paid in advance, monthly to Kintz. Payments shall be paid on the first day of each
month. Payment for the period of September 19 — September 30, 2005 has been prorated.
	 
	 	7.	 	IMG and Kintz represent and agree to each other that satisfactory arrangements
have been made with RHI and Protiviti LLC as to the terms stated herein and




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	 	 	 	IMG further represents that the Management Board has approved Kintz as acting Chief
Financial Officer for the IMG.
	 
	 	8.	 	IMG may terminate Kintz with or without cause at any time. IMG agrees that
Kintz shall be entitled to a thirty (30) day notice of any termination of his
employment. The only exception to same would be a mutual agreement by Kintz and the
IMG that the tasks or projects covered by this agreement have been completed.
	 
	 	9.	 	The parties agree that the general outline or scope of the services to be
performed by Kintz is as follows:






	 	A.	 	Performance of duties customarily performed by a CFO of a
publicly traded corporation, including completion of all reports and filings
required by the securities laws.
	 
	 	B.	 	Other projects and duties as may be agreed upon by the parties.






	 	10.	 	In consideration of this agreement, IMG has paid Kintz a sign on bonus of
$12,000.00.
	 
	 	11.	 	At the end of the contract period and the completion of the projects by Kintz,
the parties shall also discuss other equitable bonus arrangements for Kintz.
	 
	 	12.	 	IMG represents and agrees that they have arranged with RHI for appropriate
compensation to RHI for transfer of Kintz from his consultant status to an employee of
IMG and all costs related to such arrangement shall be the sole expense of IMG.
	 
	 	13.	 	This is a personal services agreement between the parties and may not be
assigned by either party.




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	 	14.	 	Kintz shall report to the Chief Operating Officer.
	 
	 	15.	 	For purposes of notices under this agreement the following addresses shall be
applicable:






	 	A.	 	Inn of the Mountain God Resort and Casino 287 Carrizo Canyon
Road, Mescalero, New Mexico 88340.
	 
	 	B.	 	Lance Kintz, CPA 13436 N. 87th Street, Scottsdale,
Arizona 85260.
	 
	 	C.	 	A copy of any notice shall be sent to F. Randolph Burroughs,
Esq. 906 Virginia Avenue, Alamogordo, New Mexico 88310. Notice to Mr.
Burroughs is not notice under the terms and provisions of this agreement.






	 	16.	 	This Agreement shall be governed in all respects by the laws of the Mescalero
Apache Tribe.
	 
	 	17.	 	The parties acknowledge that this agreement has been negotiated and executed in
Mescalero, Otero County, New Mexico. Performance under this agreement shall be in
Mescalero, New Mexico. Any litigation that may be brought by either IMG or Kintz
involving the enforcement of this agreement or the rights, duties or obligations of
this agreement shall be brought exclusively in the Tribal Court, Mescalero, New Mexico
or federal courts having jurisdiction over the Mescalero Apache Tribe.
	 
	 	18.	 	The parties agree to execute any and all other instruments necessary for
implementing the terms and provisions of this agreement.




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	 	19.	 	This agreement constitutes the entire contract between the parties relative to
the subject matter hereof. Any previous agreement between the parties with respect to
the subject matter hereof is superseded by this agreement.





Inn of the Mountain Gods Resort and

Casino:





	 	 	 	 	 	 	 
	/s/ Mark R. Chino

	 	 	 	/s/ Lance Kintz
	 	 
	 

	 	 	 	 	 	 
	Mark R. Chino, Chairperson

	 	 	 	Lance Kintz, CPA	 	 







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