Executive Vice President Marketing and Sales Employment Agreement - THOMAS KLINGEL

EXHIBIT 10.8



EMPLOYMENT AGREEMENT





EMPLOYMENT AGREEMENT (the "Agreement"), effective July 1, 1998, by and between LEISURE TIME CASINOS & RESORTS, INC., a Colorado corporation (the "Company"), and R. THOMAS KLINGEL (the "Employee"). The Company hereby employs the Employee and the Employee hereby accepts employment on the terms and conditions hereinafter set forth.



1. TERM. Subject to the provisions for termination as provided in Sections 4 and 5 of this Agreement, the term of this Agreement shall commence on July 1, 1998, and shall terminate on June 30, 2001. Subject to the provisions for termination as provided in Sections 4 and 5 of this Agreement, this Agreement shall be renewed automatically after June 30, 2001, for succeeding one year periods on the same terms and conditions as contained in this Agreement, unless the Company or Employee shall, at least 180 days prior to the expiration of any such renewal date, give written notice of nonrenewal of this Agreement.



2. NATURE OF EMPLOYMENT. The Company hereby employs the Employee as the Executive Vice President Marketing and Sales, Compliance and Licensing of the Company to perform such duties and have such powers as Employee substantially performed for the Company on the date of this Agreement as well as those additional duties and powers as may be agreed upon between the Company and the Employee. The Company may not materially change the Employee's duties or positions without Employee's consent. The Employee accepts such employment, agrees to abide by the Articles of Incorporation, Bylaws, Company policies and the provisions of this Agreement, and agrees to devote his time and best efforts to his employment under this Agreement as is reasonably required. Employee may carry on outside activities so long as those activities do not conflict with nor compete with Employee's job responsibilities and corporate duties. The Employee shall, at all times, faithfully with due diligence and to the best of Employee's ability, experience and talent, perform all the duties hereunder. Unless otherwise agreed to in writing by the Employee, those services shall be rendered in the Atlanta, Georgia, metropolitan area.



3. COMPENSATION, VACATIONS AND EXPENSES.



a. BASIC SALARY. The Company shall pay to the Employee a base

salary during the term of this Agreement in accordance with the amount

set forth on Schedule A hereof. This amount may be increased as

determined by the Company through an amendment to Schedule A.



b. BONUS. In addition to the basic salary, the Employee will

receive a bonus to be set at the discretion of the board of directors

of the Company. Nothing shall obligate the Company, in the future, to

pay any bonus or bonuses to the Employee.



c. VACATIONS, FRINGE BENEFITS, AND LEAVES OF ABSENCE. The

Employee shall be entitled to an annual vacation of at least that

specified on Schedule A, but in no event









less than the minimum vacation time established by the Company for its

employees. The Employee shall further be entitled to participate in

and receive the benefits provided under any employee benefit program

which may be adopted and maintained by the Company (including, without

limitation, those described on Schedule A) and for which the Employee

is eligible by virtue of his employment hereunder, but only as and to

the extent the Employee would otherwise be eligible as provided in any

said program. The Employee shall also bc entitled to leaves of absence

as the Employee deems necessary and the Company, in its sole

discretion, deems reasonable.



d. REIMBURSEMENT OF EXPENSES. The Employee is authorized to

incur reasonable expenses while performing the Employee's duties under

this Agreement, including expenses for entertainment, travel,

automobile, and similar items incurred on behalf of the Company. The

Company will reimburse the Employee upon the presentation by the

employee of itemized accounts of such expenditures. Expenses over

$5,000 in any month must be approved in writing by the Company before

being incurred by the Employee.



4. TERMINATION OF AGREEMENT.



a. TERMINATION OF EMPLOYEE. The Employee may terminate this

Agreement without cause upon 120 days prior written notice to the

Company. In such event, the Employee shall continue to render the

services required under this Agreement and shall be paid on the

regular payment dates the compensation set forth in Schedule A up to

the date of termination.



b. TERMINATION BY THE COMPANY FOR CAUSE. In the event of

Employee's material failure or refusal to observe the provisions of

this Agreement or perform any of the duties required of Employee under

this Agreement, Employee's fraud, misappropriation or embezzlement of

funds, or conviction for any crime punishable as a felony, the Company

may terminate this Agreement upon written notice of such termination

to the Employee and upon payment by the Company to the Employee for

all compensation accrued under this Agreement to the date of

termination. In the event of a termination of Employee's employment

for cause in accordance with this Section 4.b, the Company shall have

no further obligation to the Employee. However, termination of the

Employee's employment for cause shall not terminate or extinguish the

Employee's obligation or liability to pay to the Company or any of its

affiliates any amount owed to them by the Employee, including, but not

limited to, any amounts misappropriated, embezzled or otherwise

obtained by the Employee by reason of any of the occurrences referred

in this Section 4.b without prejudice to any other rights or remedies

of the Company or it affiliates at law or in equity.



c. TERMINATION UPON DEATH OF EMPLOYEE. This Agreement shall

automatically terminate in the event of the Employee's death. In such

case, any accrued









compensation or benefits shall inure to the estate of the Employee,

and the payment thereof shall be the only liability the Company shall

have to the Employee's estate.



5. ILLNESS AND DISABILITY.



a. ILLNESS. If the Employee is unable to perform the services

required under this Agreement by reason of illness or physical injury

not amounting to disability as defined in Section 5.b, the

compensation otherwise payable to the Employee under this Agreement

shall be continued in full for a period of 60 days after the date

Employee is unable to perform such services.



b. DEFINITION OF DISABILITY. For purposes of this Agreement,

the terms "totally disabled," "disabled" and "disability" shall mean

continuous disability as defined in and for the period necessary to

qualify for benefits under any disability income insurance policies on

the Employee paid for by the Company. If no disability insurance is in

effect on the Employee, such terms shall mean continuous disability

which prevents the Employee from performing Employee's normal duties

pursuant to this Agreement. The Employee or agent of the Employee

shall notify the Company in writing as to the Employee's inability to

perform those duties or the Company shall so notify the Employee. If

they are not able to agree as to the existence of disability in 30

days after receipt of said notice, the determination shall be made by

medical doctors, licensed as such in the State of Georgia, one

designated by the Company and the other by the Employee. If these two

physicians cannot agree, they shall appoint a third licensed medical

doctor and the determination of the majority shall be conclusive and

binding on the Company and the Employee. The fees of all medical

doctors shall be paid by the Company and not by the Employee. For the

purposes of this Agreement, adjudicated mental incompetency shall also

be a definition of disability.



c. SALARY CONTINUATION. If the Employee becomes totally

disabled during the term of this Agreement, the Employee's full salary

shall be continued for a period not to exceed 24 consecutive months,

for the period during which the Employee remains totally disabled or

until the next termination date of the Agreement, whichever is

shorter. If the Company pays premiums on a disability income insurance

policy on the Employee, any proceeds paid to the Employee by reason of

disability under such policy shall be offset against salary

continuation payments due from the Company.



6. CHANGE IN CONTROL. A "change in control" of the Company shall be deemed to have transpired upon the occurrence after the date hereof of any one of the following events:



a. at any time any one person (other than Employee), or more

than one person acting as a group, acquires beneficial ownership of

the voting securities of the Company that together with voting

securities beneficially held by such person or group, constitute more

than 20% of the total voting power of the Company's outstanding voting

securities;









b. the appointment or election of a majority of the members

of the Company's board of directors who are appointed or elected

during any 24 month period but are not endorsed in writing by a

majority of those members of the Company's board of directors who were

directors prior to the date of the appointment or election of the

first such new director comprising the majority; ...