<PAGE>
                                                                   EXHIBIT 10.28



                                 LOAN AGREEMENT




                                     BETWEEN




                         CONCORDE BLACKHAWK CORPORATION




                                       AND




                               FIRST NATIONAL BANK




                          Dated as of December 4, 2002


<PAGE>


                                 LOAN AGREEMENT

                                Table of Contents
<Table>
<S>                                                                                   <C>
LOAN AGREEMENT........................................................................   1

RECITALS .............................................................................   1

ARTICLE  1. DEFINITIONS...............................................................   1
         1.1      DEFINED TERMS.......................................................   1
         1.2      OTHER DEFINED TERMS.................................................   2

ARTICLE  2. LOAN......................................................................   3
         2.1      LOAN................................................................   3
         2.2      TERM/PREPAYMENT.....................................................   3
         2.3      INTEREST. ..........................................................   4
         2.4      OTHER PAYMENTS......................................................   4
                  Loan Origination Fee................................................   4
                  Late Payment Fee....................................................   4
         2.5      USE OF PROCEEDS.....................................................   4
         2.6      ADVANCEMENT AND DISBURSEMENTS.......................................   4

ARTICLE  3. SECURITY FOR REPAYMENT OF LOAN - GUARANTY.................................   7
         3.1      SECURITY INTERESTS..................................................   7
                  Deed of Trust; Assignment of Leases and Rents; Fixture Filing.......   7
                  Security Agreement..................................................   7
                  Security for Cost and Fee...........................................   7
         3.2      GUARANTIES..........................................................   7

ARTICLE  4. CONDITIONS OF LOAN........................................................   7
         4.1      ESTABLISHMENT OF ACCOUNT............................................   7
         4.2      SUBORDINATION OF PAYMENTS ON EXISTING INDEBTEDNESS..................   8
         4.3      REAL PROPERTY MATTERS...............................................   8
                  Evidence of Title...................................................   8
                  Survey..............................................................   8
                  Appraisal...........................................................   8
                  Title Insurance Commitment..........................................   8
                  Zoning and Certificate of Occupancy.................................   9
                  Taxes and General Assessments.......................................   9
                  Condition of Property at Closing....................................   9
</Table>


                                       -i-
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<Table>
<S>                                                                                   <C>
         4.4      NO TRANSFERS........................................................   9
         4.5      PERMITS AND LICENSES................................................  10
         4.6      FINANCIAL STATEMENTS................................................  10
         4.7      HAZARDOUS SUBSTANCES................................................  10
         4.8      LIENS...............................................................  10
         4.9      SLOT MACHINES DATA..................................................  11
         4.10     ADDITIONAL DOCUMENTS................................................  11
         4.11     CONTINUATION OF REPRESENTATIONS AND WARRANTIES. ....................  11
         4.12     COVENANTS...........................................................  11
         4.13     NO DEFAULT..........................................................  11
         4.14     RELEASE OF LIENS....................................................  11
         4.15     DELIVERY OF DOCUMENTATION...........................................  11
                  Promissory Note.....................................................  11
                  Security Agreement..................................................  11
                  Deed of Trust.......................................................  11
                  Instrument Granting Security Interest...............................  12
                  Guaranties..........................................................  12
                  Certificates of Trade Name..........................................  12
                  Corporate Organizational Documents and Resolutions..................  12
                  Certificates of Good Standing.......................................  12
                  Officers' Certificates..............................................  12
                  Certificates of Insurance...........................................  12
                  Financing Statements................................................  12
                  Mechanic Liens......................................................  13
                  Indemnification Agreement Regarding Hazardous Substances............  13
                  Other...............................................................  13
         4.16     OPINION BY BLACKHAWK'S ATTORNEY.....................................  13
         4.17     FIXTURES; EQUIPMENT; PERSONAL PROPERTY..............................  13
         4.18     INSURANCE...........................................................  13
                  Fire and Extended Coverage..........................................  13
                  Steam Boiler Coverage...............................................  14
                  Flood Coverage......................................................  14
                  Comprehensive General Liability Coverage............................  14
                  Insurers............................................................  14
                  Notices Regarding Insurance.........................................  14

ARTICLE  5. TERMINATION...............................................................  14
         5.1      CHANGE IN SECURITY..................................................  15
         5.2      FALSE INFORMATION...................................................  15
         5.3      FAILURE TO DELIVER DOCUMENTS........................................  15
         5.4      INABILITY TO MEET CONDITION BY CLOSING DATE.........................  15
</Table>


                                      -ii-
<PAGE>

<Table>
<S>                                                                                   <C>

         5.5      INSOLVENCY, ETC.....................................................  15

ARTICLE  6. REPRESENTATIONS AND WARRANTIES............................................  15
         6.1      CORPORATE EXISTENCE.................................................  15
         6.2      FILING AND EXECUTION OF DOCUMENTS...................................  16
         6.3      ANTI-FORFEITURE.....................................................  16
         6.4      MEETING.............................................................  16
         6.5      COVENANTS REGARDING COLLATERAL......................................  16
         6.6      POWER TO ENTER INTO AGREEMENT.......................................  16
         6.7      AUTHORIZATION.......................................................  17
         6.8      CREDIT REPORTS......................................................  17
         6.9      NO ADVERSE CHANGE IN FINANCIAL CONDITION............................  17
         6.10     NO CONFLICT, VIOLATION OR CONSENT REQUIRED..........................  17
         6.11     BINDING EFFECT......................................................  17
         6.12     FAMILIARITY WITH TERMS..............................................  18
         6.13     LEGAL PROCEEDINGS...................................................  18
         6.14     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
                  AGREEMENT...........................................................  18
         6.15     PERFECTION OF LIENS AND SECURITY INTEREST...........................  18
         6.16     COMPLIANCE WITH LAWS................................................  18
         6.17     OUTSTANDING DEBT....................................................  18
         6.18     DISCLOSURE..........................................................  18
         6.19     AFFIRMATIVE COVENANTS...............................................  19
                  Maintenance of Existence............................................  19
                  Payment of Taxes....................................................  19
                  Maintenance of Property and Leases..................................  19
                  Notice of Litigation................................................  19
                  Accounts and Reports................................................  20
                  Compliance with Laws................................................  20

ARTICLE  7. EVENTS OF DEFAULT.........................................................  20
         7.1      EVENTS OF DEFAULT...................................................  20
                  Nonpayment..........................................................  20
                  Nonperformance of Covenants, Conditions or Agreements...............  20
                  Failure to Maintain Insurance.......................................  21
                  Bankruptcy..........................................................  21
                  Change in Material Representation or Warranty.......................  21
                  Material Default....................................................  21
                  Invalidity of Document..............................................  22
                  Bank Deemed Insecure Due to Suspected Event of Default..............  22
                  Excessive Decline in Property Value.................................  22
</Table>

                                     -iii-
<PAGE>

<Table>
<S>                                                                                   <C>
                  Failure to Obtain or Maintain Gaming License........................  22
         7.2      REMEDIES............................................................  23
                  Acceleration........................................................  23
                  Performance by Others...............................................  23
                  Enforcement of Security Agreement...................................  23
                  Action for Legal or Equitable Remedy................................  23
                  Bank's Rights.......................................................  24
         7.3      COSTS AND EXPENSES OF COLLECTION AND ENFORCEMENT....................  24
         7.4      ALLOCATION OF PROCEEDS..............................................  24
                  Payment of Expenses.................................................  25
                  Payment of Interest.................................................  25
                  Payment of Principal................................................  25
                  Other Amounts.......................................................  25
                  Residue.............................................................  25
         7.5      INSUFFICIENT PROCEEDS...............................................  25

ARTICLE  8. ADMINISTRATIVE AND OTHER PROVISIONS.......................................  25
         8.1      MODIFICATIONS, CONSENTS AND WAIVER..................................  25
         8.2      NOTICE..............................................................  25
         8.3      EXPENSES............................................................  27
         8.4      ASSIGNMENT..........................................................  27
         8.5      BROKERAGE FEES......................................................  27
         8.6      RIGHT TO INSPECT....................................................  27
         8.7      ENTIRE UNDERSTANDING................................................  27
         8.8      SEVERABILITY........................................................  27
         8.9      TITLES..............................................................  28
         8.10     BENEFIT.............................................................  28
         8.11     CONSTRUCTION........................................................  28
         8.12     PLURAL/SINGULAR AS CONTEXT REQUIRES.................................  28
         8.13     TIME OF ESSENCE.....................................................  28
         8.14     CLOSING DATE........................................................  28
         8.15     FACSIMILE SIGNATURES................................................  28
         8.16     COUNTERPARTS........................................................  28
         8.17     NUMBER OF DAYS......................................................  28
         8.18     RECOVERY OF FEES BY PREVAILING PARTY................................  29
         8.19     REASONABLENESS REQUIRED.............................................  29
</Table>


                                      -iv-

<PAGE>


                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT ["Agreement"] is entered into as of the 4th day
of December, 2002, by and between CONCORDE BLACKHAWK CORPORATION [a Colorado
corporation sometimes referred to as "Blackhawk"] and FIRST NATIONAL BANK [a
national banking association with offices in Rapid City, South Dakota, sometimes
referred to as "Bank" or "Lender"].

                                    RECITALS

         A. Blackhawk wishes to borrow the sum of Two Million Eighty Thousand
Dollars [$2,080,000] from Bank upon the terms and conditions set out below.

         B. Blackhawk is a wholly owned subsidiary of CONCORDE GAMING
CORPORATION [a Colorado corporation referred to as "Concorde" or as a
"Guarantor"], and BRUSTUEN H. LIEN [an individual referred to as "Lien" or as a
"Guarantor"] is a controlling shareholder of Concorde.

         C. Bank is willing to lend said sum to Blackhawk upon the terms and
conditions set out below.

         D. Concorde and Lien, respectively, wish to facilitate the Loan
contemplated hereby by guaranteeing or otherwise providing security for the
repayment of said Loan.

         NOW, THEREFORE, for and in consideration of the Property and other good
and valuable consideration, the parties covenant and agree as follows:


                             ARTICLE 1. DEFINITIONS

1.1      DEFINED TERMS. As used herein, the following terms shall have the
         meanings specified below:

         "Appraisal" means the Complete Appraisal, Self-Contained Report of the
Jazz Alley Casino, Black Hawk, Colorado prepared by Hospitality Real Estate
Counselors, Inc. dated September 17, 2002.

         "Business Day" means any day other than [i] a Saturday or a Sunday or
[ii] a day on which banking and savings and loan institutions in Rapid City,
South Dakota are authorized or required by law to be closed.

         "Collateral" means the Property securing payment of the Loan pursuant
to the Deed of Trust and Security Agreement.


                                        1
<PAGE>

         "Casino" means the physical building structure and operation know as
the "Jazz Alley Casino" to be renamed and operated in the future as the "Golden
Gulch Casino."

         "Government Authority" means any government body or regulatory
authority exercising jurisdiction over Borrower or the Facilities.

         "Permitted Encumbrances" means any of the following: (a) a purchase
money mortgage or security interest, installment sale contract, financing lease,
or similar encumbrance on personal property so long as the aggregate principal
balances so secured do not exceed $250,000.00; (b) liens permitted under any
other Section hereof, the Security Agreement, the Deed of Trust, or any document
that secures the obligations of Borrower under the Loan Documents; ( c) clouds
on title, title defects or irregularities, utility, access and other easements
and rights-of-way, restrictions and exceptions that do not materially interfere
with or impair the value, usefulness or integrity of any material portion of the
Property, or the present or intended operations thereof; (d) zoning or similar
laws that do not materially interfere with or impair the value, usefulness or
integrity of any material portion of the Property, or the present or intended
operations thereof; (e) those items identified in Exhibit A hereto as additional
Permitted Encumbrances, which are to be released upon the closing of the Casino
Purchase; (f) liens on vehicles; (g) liens for taxes or assessments or other
governmental charges or levies, either not yet due and payable or which are
being contested in good faith; (h) non-consensual liens imposed by operation of
law including, without limitation, landlord liens for rent not yet due and
payable, and liens for materialmen, mechanics, warehousemen, carriers,
employees, workmen, repairmen, current wages or accounts payable not yet
delinquent, and arising in the ordinary course of business or being contested in
good faith by appropriate proceedings and subject to maintenance of adequate
reserves; and (i) any item consented to by Lender.

         "Personal Property" shall have the same meaning as defined in the
Security Agreement.

         "Property" means the sum of all the "Real Property" and all the
"Personal Property" used in connection with the business enterprise contemplated
herein.

         "Real Property" shall mean the entirety of Lots 11, 12, 13, and a
perpetual easement on the westerly 14 feet of Lot 14 (all within Block 49, in
the City of Black Hawk, County of Gilpin, State of Colorado), the Casino, and
all other structures, improvements and appurtenances thereon and as further
defined in the Deed of Trust and subject only Permitted Encumbrances.

         "Secured Obligations" shall have the same meaning as defined in the
Security Agreement.

         1.2 OTHER DEFINED TERMS. Each of the following terms is defined in the
Section set forth opposite such term below:


                                       2
<PAGE>


<Table>
<S>                                                               <C>
Advance..................................................................2.5.4
Agreement.........................................................Introduction
Bank..............................................................Introduction
Blackhawk.........................................................Introduction
Closing..................................................................2.4.1
Closing Date...............................................................2.1
Concorde..............................................................Recitals
Concorde Guaranty..........................................................2.3
Deed of Trust............................................................3.1.1
Default Rate.............................................................7.2.2
Documents................................................................4.1.1
Due Date...................................................................2.2
Event of Default...........................................................7.1
Guaranties.................................................................3.2
Indemnification Agreement..................................................4.7
Lender............................................................Introduction
Lien..................................................................Recitals
Lien Guaranty..............................................................3.2
Loan.......................................................................2.1
Note.......................................................................2.2
Obligations................................................................3.1
Security Agreement.......................................................3.1.2
Security Instruments.....................................................3.1.3
Subordination Agreement....................................................4.2
UCC....................................................................4.15.11
</Table>

                                 ARTICLE 2. LOAN

2.1      LOAN. Subject to the terms of this Agreement, on December 4, 2002
         [or such other date as the parties shall mutually agree in writing]
         ["Closing Date"] Bank will lend to Blackhawk, and Blackhawk will borrow
         from Bank, the sum of Two Million Eighty Thousand Dollars [$2,080,000]
         ["Loan"].

2.2      TERM/PREPAYMENT. Commencing on Monthly Payment Date, as defined in the
         Promissory Note, all accrued interest shall be payable monthly. The
         entire principal balance and all remaining unpaid accrued interest
         shall be due and payable one [1] year from the execution of the
         Promissory Note evidencing said Loan ["Due Date"], which note shall be
         in substantially the form attached hereto as Exhibit B [the "Note"];
         provided, however, that said principal or any part thereof may, at
         Blackhawk's option, be prepaid at any time without notice and without
         penalty.


                                       3
<PAGE>

2.3      INTEREST. Except as otherwise provided herein, the unpaid principal
         balance of the Loan shall bear interest at the fixed rate of ten
         percent [10%] per annum. Accrued interest shall be paid on the first
         day of each and every month after disbursement of the Loan proceeds
         until the principal balance is fully paid.

2.4      OTHER PAYMENTS. In addition to payment of principal and interest as
         above set out, Blackhawk shall pay to Bank:

         2.4.1    Loan Origination Fee. A non-refundable loan origination fee of
                  Forty-One Thousand Six Hundred Dollars [$41,600] [two percent
                  [2%] of the Loan]. Said fee shall be paid in two installments,
                  Twenty Five Thousand Dollars [$25,000] having been paid prior
                  to the date of this Agreement, and the second installment of
                  Sixteen Thousand Six Hundred Dollars [$16,600]to be paid at
                  the closing of the Loan ["Closing"].

         2.4.2    Late Payment Fee. A late payment fee of five percent [5%] of
                  each installment payment which is made ten [10] calendar days
                  or more after the date it is due.

2.5      USE OF PROCEEDS. Blackhawk specifically covenants and agrees that it
         will apply all of the Loan Proceeds to the purchase of the Property
         [the "Casino Purchase"].

         Loan Proceeds are to be applied towards the Casino Purchase as follows:

         2.5.1    One Million Dollars [$1,000,000] for the purchase of the
                  Casino and subadjacent Lots 11 and 12.

         2.5.2    Five Hundred Seventy Five Thousand Dollars [$575,000] for the
                  purchase of subadjacent Lot 13 and a perpetual easement on the
                  westerly 14 feet of Lot 14.

         2.5.3    One Hundred Thousand Dollars [$100,000] as working capital and
                  for renovations and repairs to Property to be advanced to
                  Blackhawk subject to Advancement and Disbursement provisions
                  of the this Agreement.

         2.5.4    Remaining Balance of the Loan Proceeds less the above amounts
                  ["Balance"] to be advanced to Blackhawk in sums as required
                  for purchase of furniture, fixtures and equipment subject to
                  Advancement and Disbursement provisions of this Loan Agreement
                  [an "Advance"]

2.6      ADVANCEMENT AND DISBURSEMENTS. Notwithstanding any other provision
         herein:


                                       4
<PAGE>


         2.6.1    Lender shall have no obligation of any nature to fund any
                  Advance unless:

                  2.6.1.1  no Event of Default has occurred and is continuing;

                  2.6.1.2  all representations and warranties of Borrower in
                           each Loan Document are true and correct in all
                           material respects;

                  2.6.1.3  all conditions as to the effectiveness of this
                           Agreement (unless waived in connection with the
                           execution of this Agreement) shall have been
                           satisfied; and

                  2.6.1.4  Lender has received a signed certificate of the
                           President of Borrower stating that after giving
                           effect to the Loan, the representations and
                           warranties contained herein are true and accurate and
                           that no Default or Event of Default exists as of the
                           Advance Date.

         2.6.2    It shall be a condition precedent to all Advances subsequent
                  to the first Advance that all conditions precedent to the
                  first Advance set forth herein have been satisfied. Provided
                  the conditions precedent to the first Advance are satisfied,
                  not more often than monthly, Borrower may submit an
                  application requesting an Advance of Loan funds to pay costs
                  actually incurred in the construction of renovations and
                  repairs to the Property and purchase of furnishings, fixtures
                  and equipment as incurred to date less the amount of all
                  previous Advances for the same. Borrower may request an
                  Advance only for:

                  2.6.2.1  Work and material incorporated in the renovations and
                           repairs and if approved by Lender, cost of materials
                           to be incorporated in the Property and which are
                           securely stored on site, with scheduled insurance
                           against loss, theft or damage and for which title
                           rests in Borrower free of liens, other than Permitted
                           Encumbrances;

                  2.6.2.2  Costs of Equipment to be installed on the Property
                           and which is securely stored on site (or in a bonded
                           warehouse with prepaid storage fees with
                           warehouseman's receipt delivered to Lender) with
                           scheduled insurance against loss, theft or damage and
                           for which title rests in Borrower free of liens,
                           other than Permitted Encumbrances; no retainage shall
                           be deducted from any Advance; and

                  2.6.2.3  Cost of or furnishing, fixtures and equipment
                           associated with conducting business thereon.


                                       5
<PAGE>


         2.6.3    Each application for an Advance shall be submitted to Lender
                  at least ten [10] days prior to the date on which an Advance
                  is requested. Each application requesting an Advance shall
                  clearly set forth the amounts due to Borrower out of the
                  requested Advance and shall be accompanied by:

                  2.6.3.1  waivers of mechanic's liens and materialman's liens
                           for all work done and all materials furnished to the
                           Property and included in the previous application for
                           an Advance delivered by the respective party or
                           parties performing the work and/or furnishing the
                           materials;

                  2.6.3.2  such other supporting evidence, including invoices
                           and receipts as may be reasonably requested by Lender
                           to substantiate all payments which are to be made out
                           of the Advance or to substantiate all payments then
                           made in respect to the Property;

                  2.6.3.3  evidence of appropriate insurance coverage insuring
                           the materials while in storage and naming Lender as
                           loss payee;

                  2.6.3.4  as to each approved Advance for Equipment delivered
                           to the Property:

                           a.)      invoices for the same passing good,
                                    merchantable title to the Equipment to the
                                    Borrower and including in the sales price
                                    all sales and use taxes, value added tax,
                                    goods and services tax and any other
                                    applicable taxes due with respect to the
                                    Equipment, and all freight, shipping and
                                    delivery charges; and

                           b.)      evidence of appropriate insurance coverage
                                    insuring the Equipment while in storage and
                                    naming Lender as loss payee; and

                           c.)      delivery in the name of the Borrower to the
                                    Property (or into a bonded warehouse with
                                    prepaid storage fees with warehouseman's
                                    receipt delivered to Lender) in undamaged
                                    condition and in a condition which is ready
                                    for immediate installation or adequate
                                    storage at the Property.

                  2.6.3.5  Provided the conditions of the Loan Agreement are met
                           on the date of an Advance, Lender shall advance to
                           Borrower the Advance set forth in the Borrower's
                           application for an Advance. Notwithstanding anything
                           herein to the contrary, the entire principal balance
                           of the Loan shall bear interest at the Interest Rate
                           set forth in the Note from and after the date of
                           Closing. In the event all or any portion of the
                           Balance amount set aside for the purchase of
                           furnishing, fixtures and equipment is not advanced
                           within 180 days of the Closing, such remaining
                           balance shall be applied by Lender as a prepayment of
                           the Note Principal Balance.


                                       6
<PAGE>


              ARTICLE 3. SECURITY FOR REPAYMENT OF LOAN - GUARANTY

3.1      SECURITY INTERESTS. To secure repayment of the Loan, interest thereon,
         and the additional sums described in Article 2 above [collectively the
         "Obligations"], Blackhawk shall grant, or cause to be granted, to Bank
         security interests of the first position in its Real Property and
         Personal Property by executing, inter alia, the following instruments:

         3.1.1    Deed of Trust; Assignment of Leases and Rents; Fixture Filing.
                  Deed of Trust, Assignment of Leases and Rents, and Fixture
                  Filing, in substantially the form attached hereto as Exhibit C
                  ["Deed of Trust"], on the Real Property and fixtures acquired
                  by Blackhawk in the contemplated transaction.

         3.1.2    Security Agreement. Security Agreement, in substantially the
                  form attached hereto as Exhibit D ["Security Agreement"],
                  granting the Bank a first security interest in all of the
                  Personal Property acquired in the Casino Purchase and used
                  with respect to the operation of the Golden Gulch Casino.

         3.1.3    Security for Cost and Fee. The Deed of Trust, Security
                  Agreement and any other security instrument securing the Loan
                  [collectively the "Security Instruments"] shall secure all
                  Secured Obligations of Blackhawk including but not limited to
                  those cost and expenses described in Section 7.3.

3.2      GUARANTIES. A full and unconditional Guaranty, in substantially the
         form attached hereto as Exhibit E, [the "Lien Guaranty"], executed by
         Lien and a full and unconditional Guaranty, in substantially the form
         attached hereto in Exhibit F [the "Concorde Guaranty" and together with
         the Lien Guaranty, the "Guaranties"] executed by Concorde.

                          ARTICLE 4. CONDITIONS OF LOAN

         Notwithstanding anything contained herein to the contrary, Bank's
obligations hereunder are expressly conditioned upon the following:

4.1      ESTABLISHMENT OF ACCOUNT. Blackhawk shall have established, prior to
         the Closing Date, one or more business accounts with Bank, with the
         reasonable expectation of maintaining said account during the term of
         the Loan.


                                       7
<PAGE>


4.2      SUBORDINATION OF PAYMENTS ON EXISTING INDEBTEDNESS. Blackhawk shall
         have delivered to Bank an executed Subordination Agreement, in
         substantially the form attached hereto as Exhibit G [the "Subordination
         Agreement"], by which Lien subordinates to a position secondary to the
         payments required by this Agreement his right to receive any payments
         from Concorde on indebtedness existing prior to the date hereof until
         such date as the Loan [including interest and other items described in
         Section 2.4 above] is fully paid; provided, however, said agreement
         shall prohibit Concorde from making payments to Lien only during such
         period or periods as any payment due hereunder from Blackhawk is in
         default. For purposes of this Section 4.2, default shall be deemed to
         mean the failure by Blackhawk to make a payment on the date it is due.

4.3      REAL PROPERTY MATTERS. With respect to the Real Property, Blackhawk
         shall have delivered to Bank:

         4.3.1    Evidence of Title. Evidence that fee simple title for the Real
                  Property [clear of all encumbrances except Permitted
                  Encumbrances] will be held by Blackhawk as of the date of
                  Closing. In the event Blackhawk is to acquire title subsequent
                  to the execution of this Loan Agreement, it shall deliver to
                  Bank copies of the purchase agreements or contracts of sale
                  and purchase by which it is to acquire such title.

         4.3.2    Survey. An ALTA/ACSM survey showing the exterior lines of the
                  Real Property, the location of all improvements thereon,
                  showing them to be within the exterior lines, and showing no
                  easements, rights-of-way or encroachments except for Permitted
                  Encumbrances. The survey shall be currently certified by a
                  licensed civil engineer or registered land surveyor to the
                  Bank and title insurer by name, and the certification shall
                  state that there are no easements, rights-of-way or
                  encroachments except as shown on the survey. Such survey shall
                  be submitted to Bank as soon as practicable, but shall not be
                  a condition to Closing of the Loan.

         4.3.3    Appraisal. A copy of the appraisal.

         4.3.4    Title Insurance Commitment. A commitment by First American
                  Title Insurance Company or another title insurance company
                  acceptable to Bank, effective as of Closing Date, in form and
                  substance satisfactory to Bank to issue its policy of extended
                  coverage title insurance which:

                  4.3.4.1  names the Bank as insured in the principal amount of
                           the Loan,

                  4.3.4.2  insures the Deed of Trust to be a valid first lien on
                           the Real Property,


                                       8
<PAGE>

                  4.3.4.3  includes an endorsement insuring over the general
                           exceptions of such policy, and

                  4.3.4.4  is free from exception for

                           a.)      mechanics, contractors or materialmen's
                                    liens and lien claims,

                           b.)      rights and claims of parties in possession
                                    [other than lessees approved by Bank],

                           c.)      easements or claims of easements not shown
                                    by the public records except for Permitted
                                    Encumbrances, and [iv] any other exceptions
                                    not approved by Bank. The Lender shall also
                                    have received an endorsement to such
                                    commitment stating its effective date to be
                                    the Closing Date.

         4.3.5    Zoning and Certificate of Occupancy. Evidence satisfactory to
                  Bank that all improvements on the Real Property and uses
                  thereof comply with applicable building and zoning ordinances
                  as well as use restrictions and codes and that all required
                  licenses, permits and instruments of record necessary for the
                  lawful use and operation of the Property [other than any
                  licenses or permits required or casino or gaming operations]
                  are in full force and effect.

         4.3.6    Taxes and General Assessments. Evidence satisfactory to Bank
                  that all real property taxes and general and special
                  assessments [whether levied or to be levied] with respect to
                  the Real Property for 2001 and preceding years have been fully
                  paid or will be paid upon the closing of the Casino Purchase.
                  If payment is not possible [as with real property taxes for
                  the period of 2002 which precedes Closing] by reason of
                  governmental regulations, evidence shall be provided that an
                  adjustment has been made at Closing requiring the sellers of
                  the Real Property to bear their pro rata share of such tax or
                  assessment.

         4.3.7    Condition of Property at Closing. The Property shall be in
                  good condition at the time of Closing, substantially undamaged
                  by fire or other hazard and shall not have been made the
                  subject of condemnation proceedings.

4.4      NO TRANSFERS. Blackhawk shall not change the legal, beneficial or
         equitable ownership of the Property by selling, assigning, conveying or
         encumbering [other than Permitted Encumbrances] the Property, or any
         material portion thereof, to any person except Bank without Bank's
         prior written consent.


                                       9
<PAGE>

4.5      PERMITS AND LICENSES. Blackhawk shall possess all permits and licenses,
         required to carry on the business contemplated by this Agreement [other
         than any licenses or permits required for casino or gaming operations]
         and shall have submitted and continue to submit evidence thereof as
         Bank requires from time to time. Upon Closing Blackhawk shall
         diligently pursue all licenses and permits required for casino or
         gaming operations and shall submit to Bank evidence of such pursuit or
         possession thereof.

4.6      FINANCIAL STATEMENTS. Blackhawk shall furnish to Bank within ninety
         [90] days after the end of each fiscal year an audited balance sheet
         and audited statements of income and expenses and cash flow of
         Concorde, all in reasonable detail, in form and content satisfactory to
         Bank, which have been prepared by an independent certified public
         accountant in accordance with generally accepted accounting principles.

4.7      HAZARDOUS SUBSTANCES. At the time of Closing there shall not be located
         anywhere in, on or about the Real Property any toxic or hazardous
         substance, hazardous waste, hazardous facility, pollutant or
         contaminant [including but not limited to petroleum products,
         polychlorinated biphenyls and urea-formaldehyde], as defined in any
         applicable local, state or federal statute, regulation, code or
         ordinance, except as permitted by and in compliance with any such
         applicable law. Thereafter Blackhawk shall not permit any such
         substance or material to be stored in or about the Real Property,
         except as permitted by and in compliance with any applicable law.
         Further, the Blackhawk agrees if Bank, in its sole discretion,
         determines at any time that materials containing asbestos exist on the
         Real Property and present a health hazard, or removal or containment of
         the materials containing asbestos or any other hazardous substance from
         the Real Property is required by applicable laws or governmental or
         regulatory authorities, Bank may, in its sole discretion, require
         removal or containment of such material containing asbestos or any
         other hazardous substance at Blackhawk's expense. Blackhawk agrees to
         indemnify Bank from and against any and all liability, claims, demands,
         costs and expenses [including reasonable attorney fees] resulting from
         or due to the release or threatened release of materials containing
         asbestos or any other hazardous substance which were or are claimed or
         alleged to have been located on or removed from the Real Property by
         any person at any time. An Indemnification Agreement executed by
         Blackhawk, binding upon the successors and assigns of Blackhawk, in
         substantially the form attached hereto as Exhibit H ["Indemnification
         Agreement"] shall be delivered to Bank at or prior to the Closing. The
         indemnification shall remain effective whether the discovery of
         asbestos or any other hazardous substance occurs prior to or subsequent
         to Bank's acquisition of the Real Property as a result of any
         foreclosure sale or action taken in lieu of a foreclosure sale and may
         be enforced at any time by Bank.

4.8      LIENS. Except for Permitted Encumbrances, Blackhawk will keep the
         Property free from all liens, encumbrances and security interests of
         every nature heretofore or hereafter arising.


                                       10
<PAGE>

4.9      SLOT MACHINES DATA. A breakdown of the number and denomination of slot
         machines securing the Loan as of the date of this Agreement is attached
         hereto as Exhibit I.

4.10     ADDITIONAL DOCUMENTS. Blackhawk shall provide such additional documents
         as Bank shall, in its sole discretion, deem necessary in the course of
         underwriting the transactions contemplated by this Agreement.

4.11     CONTINUATION OF REPRESENTATIONS AND WARRANTIES. All representations and
         warranties of Blackhawk contained in this Agreement, in the Documents
         and in any certificate or other instrument delivered pursuant to the
         provisions hereof or in connection with the transactions contemplated
         hereby [the "Documents"], as applicable shall survive Closing, shall be
         and remain true and correct in all material respects throughout the
         term of this Agreement, and shall inure to the benefit of the Lender,
         and its successor and assigns.

4.12     COVENANTS. As applicable, Blackhawk, Concorde and Lien shall have
         performed and complied with all material terms, covenants and
         conditions of this Agreement and the Documents.

4.13     NO DEFAULT. Prior to Closing, there shall exist no Event of Default or
         event which with notice or lapse of time, or both, would constitute an
         Event of Default, under this Agreement or the other Documents.

4.14     RELEASE OF LIENS. If Bank so requests, for any prior security interest,
         lien or encumbrance in the Collateral that is not a Permitted
         Encumbrance, Blackhawk shall obtain the release and discharge of such
         security interest, lien or encumbrance, including any financing
         statement or recorded lien filed to perfect such interest, lien or
         encumbrance.

4.15     DELIVERY OF DOCUMENTATION. In addition to other documentation required
         herein, Blackhawk, at its sole cost and expense, shall have delivered
         to Bank the following documents, duly executed by the appropriate
         party:

         4.15.1   Promissory Note. The Note executed by Blackhawk.

         4.15.2   Security Agreement. The Security Agreement executed by
                  Blackhawk and acknowledged by Bank.

         4.15.3   Deed of Trust. The Deed of Trust, Assignment of Leases and
                  Rents, and Fixture Filing executed by Blackhawk, notarized and
                  filed with Gilpin County, Colorado.


                                       11
<PAGE>

         4.15.4   Instrument Granting Security Interest. Financing Statement
                  filed with the Secretary of State of the State of Colorado.

         4.15.5   Guaranties. The Lien Guaranty executed by Lien and the
                  Concorde Guaranty executed by Concorde.

         4.15.6   Certificates of Trade Name. A Certificate of Trade Name
                  evidencing that Golden Gulch Casino is a trade name used by
                  Blackhawk, and that said trade name has been registered with
                  the State of Colorado.

         4.15.7   Corporate Organizational Documents and Resolutions. With
                  respect to Blackhawk and Concorde, articles of incorporation,
                  bylaws, and a certificate of the appropriate corporate
                  representative, to be dated November 7, 2002, certifying as
                  true and accurate and in full force and effect as of that
                  date, copies of current resolutions of the Board of Directors
                  of each company authorizing it to enter into and perform this
                  Agreement and to execute, deliver and honor and perform all
                  ancillary Documents to which it is a party, and authorizing
                  the persons who have executed or will execute this Agreement
                  and the Documents, as applicable to such company.

         4.15.8   Certificates of Good Standing. Certificates as of the most
                  recent date practical of the appropriate secretaries of state
                  that Blackhawk and Concorde are corporations in good standing
                  in the State of Colorado.

         4.15.9   Officers' Certificates. A certificate executed by a
                  responsible officer of Blackhawk dated as of the date of
                  Closing, certifying that on that date [i] Blackhawk has good
                  title to all Collateral, [ii] no Event of Default or event
                  which, with notice or lapse of time, or both, would constitute
                  an Event of Default, has occurred, and is continuing, and
                  [iii] the representations and warranties contained in this
                  Agreement and the Documents are true and accurate on and as of
                  that date.

         4.15.10  Certificates of Insurance. Certificates of insurance in favor
                  of Bank evidencing insurance policies required by Lender in
                  accordance with Section 4.18

         4.15.11  Financing Statements. Uniform Commercial Code ["UCC"]
                  financing statements of Blackhawk in form and substance
                  satisfactory to Bank, evidencing Bank's security interest in
                  the Collateral designated thereon, to be filed with the
                  Colorado Secretary of State.


                                       12
<PAGE>

         4.15.12  Mechanic Liens. Evidence satisfactory to Bank that no unpaid
                  bills for improvements to the Property exist which may give
                  rise to mechanics, materialmen or similar liens arising by
                  operation of applicable law should any such bills remain
                  unpaid.

         4.15.13  Indemnification Agreement Regarding Hazardous Substances. The
                  Indemnification Agreement executed by Blackhawk, indemnifying
                  the Bank from liability, claims, costs, demands and expenses
                  regarding asbestos or hazardous materials as provided in
                  Section 4.7 hereof.

         4.15.14  Other. Such other agreements, certificates or other documents
                  as shall be deemed necessary or desirable in the good faith
                  opinion of Bank or its counsel in order to fully and
                  completely perfect, preserve or protect Bank's interests
                  hereunder and Bank's security interests in the Collateral.

4.16     OPINION BY BLACKHAWK'S ATTORNEY. An opinion of counsel for Blackhawk
         and Concorde satisfactory in form and content to Bank and generally in
         the form, substance and format of Exhibit J attached hereto, as to the
         due authorization, execution, delivery, validity and enforceability of
         this Agreement, the Note, the Deed of Trust, the Security Agreement,
         the Guaranties, the Subordination Agreement and the Indemnification
         Agreement.

4.17     FIXTURES; EQUIPMENT; PERSONAL PROPERTY. All fixtures, equipment and
         Personal Property covered by the Deed of Trust and Security Agreement
         as of Closing shall be paid for in full at or prior to Closing and
         Blackhawk shall file a financing statement in accordance with Section
         4.15.11 in favor of the Bank with respect thereto. Bank shall have
         received from Blackhawk evidence of a UCC search showing only said
         financing statements in favor of Bank of record and showing no
         effective UCC financing statements, except for any financing statement
         that will be terminated upon closing of the Casino Purchase.

4.18     INSURANCE. Blackhawk shall maintain insurance as follows:

         4.18.1   Fire and Extended Coverage. Blackhawk shall keep the
                  buildings, structures, fixtures, equipment, other equipment,
                  inventory, Personal Property and other improvements now
                  existing or hereafter erected or placed on the Real Property
                  insured against loss by fire, perils of extended coverage and
                  such other hazards, casualties and contingencies as required
                  by Bank in an amount at least equal to the replacement cost of
                  the Property and in no event less than the unpaid indebtedness
                  secured by the Deed of Trust outstanding at any given time.
                  The policies shall include "all risk" coverage and shall be


                                       13
<PAGE>


                  satisfactory in form and substance to Bank. All insurance
                  shall be carried with companies approved by Bank, and
                  Blackhawk's policies and renewals thereof shall:

                  4.18.1.1 contain a waiver of defense based on co-insurance,

                  4.18.1.2 be assigned and pledged to Bank as additional
                           security, and

                  4.18.1.3 have attached thereto standard mortgagee and loss
                           payee clauses in form acceptable to Bank.

         4.18.2   Steam Boiler Coverage. If steam boilers or similar equipment
                  for generation of steam are located in, on or about the Real
                  Property, Blackhawk shall maintain insurance against loss or
                  damage by explosion, rupture or bursting of such equipment and
                  appurtenances thereto, without a co-insurance clause, in an
                  amount satisfactory to Bank and containing a standard mortgage
                  clause in form acceptable to Bank.

         4.18.3   Flood Coverage. If the Real Property or any part thereof is
                  located in a flood hazard area for which flood insurance is
                  available, Blackhawk shall maintain flood insurance insuring
                  the existing and contemplated improvements on the Real
                  Property in an amount of at least the unpaid indebtedness
                  secured by the Deed of Trust outstanding at any given time or
                  in such lesser amount to which Bank may agree in writing or as
                  Blackhawk is then able to obtain. Said flood coverage shall
                  contain standard mortgagee and loss payee clauses in form
                  acceptable to Bank.

         4.18.4   Comprehensive General Liability Coverage. Blackhawk shall
                  maintain comprehensive general liability insurance, naming
                  Bank as an additional insured, with a combined single limit of
                  at least the principal amount of the Loan, insuring against
                  claims arising from any accident or occurrence in or upon the
                  Real Property.

         4.18.5   Insurers. All insurance policies shall be issued by companies
                  approved by Bank.

         4.18.6   Notices Regarding Insurance. Blackhawk shall provide copies of
                  all such insurance policies to Bank prior to Closing and shall
                  provide notice to Bank within ten [10] days of any notice of
                  cancellation or nonrenewal of such policies.

                             ARTICLE 5. TERMINATION

         Bank's obligation to make the Loan is conditioned upon the performance
by Blackhawk, of each and every obligation and covenant and the accuracy of each
representation and warranty


                                       14
<PAGE>

contained in this Agreement. Bank's obligation hereunder may, at Bank's option,
be terminated by Bank, by written notice to Blackhawk at the address specified
herein if:

5.1      CHANGE IN SECURITY. There is any material adverse change in the
         security for the Loan.

5.2      FALSE INFORMATION. The application or any information, representation
         or warranty contained therein or furnished to Bank in connection with
         the Loan shall have contained at the time made or furnished or at any
         time thereafter any material untrue statement or at any such time shall
         have omitted to state any fact necessary to make the application,
         warranty, representation or information not materially misleading.

5.3      FAILURE TO DELIVER DOCUMENTS. Blackhawk, Concorde or Lien, or any one
         or more of them, fails to deliver properly executed Loan Documents
         required to be executed by such person or entity or Blackhawk fails to
         perform any of the terms, conditions or agreements of this Agreement.

5.4      INABILITY TO MEET CONDITION BY CLOSING DATE. In the reasonable judgment
         of Bank any condition contained in this Agreement cannot be fulfilled
         by the Closing Date and Concorde fails to fulfill such condition within
         20 days after notice from Bank of such unfulfilled condition.

5.5      INSOLVENCY, ETC. A petition in bankruptcy or insolvency is filed by or
         against Blackhawk, Concorde or Lien or an assignment for the benefit of
         creditors is made by any of said named parties which is not withdrawn
         or dismissed, cancelled and/or terminated within ninety [90] days after
         the filing of the same or entry into the same. If Bank's obligations
         hereunder are terminated pursuant to this Article 5, Bank shall incur
         no liability by reason thereof. Blackhawk agrees to pay all costs and
         expenses reasonably incurred by Bank in connection with the Loan,
         including but not limited to those described in Article 2, except in
         the event that Bank fails to make the Loan for any reason other than
         because of breach by Blackhawk of this Agreement.

                    ARTICLE 6. REPRESENTATIONS AND WARRANTIES

         Blackhawk, represents and warrants to Bank:

6.1      CORPORATE EXISTENCE. Blackhawk is a corporation, duly organized and
         validly existing under the laws of the State of Colorado and it is duly
         authorized and qualified under all applicable laws, regulations,
         ordinances and orders of public authorities to carry on business in
         each state and county where such qualification is necessary and to own
         and hold property.


                                       15
<PAGE>

6.2      FILING AND EXECUTION OF DOCUMENTS. Blackhawk shall from time to time do
         and perform such other and further acts and execute and deliver any and
         all such further instruments as may be required by law or reasonably
         requested by Bank to establish, maintain and protect Bank's security
         interest in any of the Collateral or in the Real Property securing
         repayment of the Loan as provided by this Agreement.

6.3      ANTI-FORFEITURE. Blackhawk has not committed and shall not commit,
         permit or suffer to exist any act or omission affording the federal
         government or any state or local government the right of forfeiture as
         against the Property, or any part thereof, or any moneys paid in
         performance of its obligations under this Agreement, the Note or under
         any other Document contemplated by this Agreement. In furtherance
         thereof, Blackhawk hereby indemnifies Bank and agrees to defend and
         hold Bank harmless from and against any loss, damage or injury by
         reason of the breach of the covenants, agreements, warranties and
         representations set forth in the preceding sentence. Without limiting
         the generality of the foregoing, the filing of formal charges or the
         commencement of proceedings against Blackhawk with respect to the
         subject matter of this Agreement, against Bank, or all or any of the
         Property of Blackhawk under any federal or state law for which
         forfeiture of such Property or any part thereof or of any moneys paid
         in performance of the obligation of Blackhawk under any Document
         pertaining hereto shall, at the election of Bank, constitute an Event
         of Default hereunder without notice or opportunity to cure.

6.4      MEETING. The responsible officers of Blackhawk shall meet from time to
         time with Bank's designated representative to review information
         regarding Blackhawk in Concorde's consolidated financial statements and
         such other information regarding the operation of Blackhawk's
         businesses as may be reasonably requested by Bank to monitor
         Blackhawk's financial condition and the status of the Collateral.

6.5      COVENANTS REGARDING COLLATERAL. Until all amounts owed under this
         Agreement, the Note and other ancillary Documents regarding the
         transactions contemplated by this Agreement have been paid in full or
         otherwise satisfied under the terms of this Agreement, Blackhawk shall
         not sell or relocate all or any portion of the Collateral except for
         sales in the ordinary course of business and sales of obsolete
         equipment or machines. Blackhawk shall not encumber the Collateral
         [except for Permitted Encumbrances]. Bank may give its prior written
         consent to any sale, relocation or encumbrance of any Collateral upon
         the express terms and conditions set forth in such consent.

6.6      POWER TO ENTER INTO AGREEMENT. Blackhawk has full right, power and
         authority to enter into and perform this Loan Agreement and the
         Documents and to grant all of


                                       16
<PAGE>


         the rights granted and agreed to be granted pursuant to this Agreement
         and the Documents.

6.7      AUTHORIZATION. Blackhawk has taken all necessary corporate action to
         authorize the execution, delivery and performance of this Agreement and
         the other Documents, including but not limited to all necessary
         corporate action required by its articles of incorporation and bylaws.

6.8      CREDIT REPORTS. All credit information submitted to Bank is or will be,
         as the case may be, true and correct in all material respects.
         Blackhawk authorizes Bank to make such credit investigations and obtain
         such credit reports and other financial information, written or oral,
         respecting its credit and financial position as Bank may, from time to
         time, deem necessary or desirable.

6.9      NO ADVERSE CHANGE IN FINANCIAL CONDITION. There shall have been no
         material, adverse change in the interim period from the date of this
         Agreement to the Closing in the condition of Blackhawk or Concorde or
         in the assets, net worth or credit standing of Blackhawk, Concorde or
         Lien.

6.10     NO CONFLICT, VIOLATION OR CONSENT REQUIRED. The execution, delivery and
         performance of, and the compliance with the provisions of each of the
         Documents, do not and will not violate any provision of any applicable
         law or any provision of the articles of incorporation and bylaws of
         Blackhawk, and will not conflict with, require consent under any
         provision of, result in any breach of any of the terms, conditions or
         provisions of, result in the creation or imposition of any lien, charge
         or encumbrance upon any of the properties or assets of Blackhawk
         [except as contemplate by this Agreement] pursuant to the terms of or
         constitute a default under or conflict with, any other indenture,
         contract, mortgage, deed of trust or other agreement or instrument to
         which Blackhawk is a party or by which Blackhawk is bound. Blackhawk is
         bound except for such violation, conflicts, breaches or defaults that
         would not have a material adverse effect on Blackhawk's condition,
         business or prospects and except for such consents as have been
         obtained and are in full force and effect. Blackhawk shall not enter
         into other contractual obligations which will restrict or impair its
         obligations under this Agreement or any other Document. The execution,
         delivery and filing of the Security Agreement and any financing
         statements, Deed of Trust or other lien Document and the creation of
         the lien, mortgage, encumbrance, preference or security interest
         contemplated thereby will not require the consent or approval of any
         person or entity not a party to this Agreement except for such consents
         or approvals as have been obtained and are in full force and effect.

6.11     BINDING EFFECT. This Agreement constitutes, and the Note and each of
         the other Documents, when executed and delivered by Blackhawk, will
         constitute valid obligations of


                                       17
<PAGE>


         Blackhawk and will be binding and enforceable against Blackhawk in
         accordance with their respective terms, except as may be limited herein
         by applicable bankruptcy, insolvency, reorganization or similar laws
         affecting the enforcement of creditors' rights and the availability of
         specific performance.

6.12     FAMILIARITY WITH TERMS. Blackhawk is fully familiar with all of the
         terms, covenants and conditions of the Documents.

6.13     LEGAL PROCEEDINGS. There shall at the time of Closing be no action,
         proceeding or investigation pending or threatened [or any basis
         therefor] which adversely affects any material portion of the Property
         or which could reasonably be expected to materially adversely affect
         the condition, business or prospects of Blackhawk or could reasonably
         be expected to adversely affect Blackhawk's ability to perform its
         obligations under this Agreement and the Documents.

6.14     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENT. All of the
         representations, warranties and agreements in this Agreement and the
         Documents shall survive the Closing and shall inure to the benefit of
         Bank, its successors and assigns.

6.15     PERFECTION OF LIENS AND SECURITY INTEREST. As of the date of Closing,
         Bank will have a valid and perfected first priority lien on and
         security interest in all the Collateral, which lien and security
         interest will be enforceable against Blackhawk and will secure
         Blackhawk's obligations hereunder. All filings, recordations and other
         actions necessary under any laws to perfect and protect such liens and
         security interests as first- priority liens and security interests in
         the Collateral have been or will on the Closing be duly taken by
         Blackhawk.

6.16     COMPLIANCE WITH LAWS. Blackhawk has complied with all laws,
         regulations, ordinances and orders which affect in any material respect
         its right to carry on its operations, perform its obligations under
         this Agreement or the Documents or meet its obligations in the ordinary
         course of business.

6.17     OUTSTANDING DEBT. Blackhawk is not in default under the provisions of
         any agreement or instrument evidencing any outstanding indebtedness of
         Blackhawk to any party or any material agreement to which Blackhawk
         and/or its affiliates is currently a party.

6.18     DISCLOSURE. This Agreement does not contain any untrue statement of a
         material fact and does state all material facts necessary in order to
         make the statements contained herein not misleading in light of the
         circumstances under which they were made. There is, to the knowledge of
         Blackhawk, no fact that would materially adversely affect its business,
         prospects, conditions, affairs, operations, properties or assets.


                                       18
<PAGE>


6.19     AFFIRMATIVE COVENANTS. Until all amounts owed under the Documents have
         been paid in full or otherwise satisfied under the terms of this
         Agreement, Blackhawk at its own expense covenants and agrees at all
         times to comply with the terms of this Section 6.19.

         6.19.1   Maintenance of Existence. Blackhawk shall cause to be done all
                  things necessary to maintain and preserve its corporate
                  existence, rights and franchises and shall comply with all
                  related laws applicable to Blackhawk.

         6.19.2   Payment of Taxes. Blackhawk shall pay, indemnify and hold Bank
                  harmless from:

                  6.19.2.1 Taxes on Collateral. All taxes, assessments and
                           charges lawfully levied or imposed by the United
                           States, any state or local government, any taxing
                           authority or any political or governmental
                           subdivision of any foreign country on or with respect
                           to the Collateral or any part thereof; and

                  6.19.2.2 Other Claims. Any other claims which, if unpaid,
                           might become by law a lien upon Blackhawk's Property
                           or other Collateral required by this Agreement,
                           except and only to the extent that any such taxes,
                           assessments, charges or claims are being contested in
                           good faith [and for the payment of which adequate
                           reserves have been provided] by appropriate
                           proceedings conducted diligently and in good faith so
                           long as such proceedings do not involve a material
                           danger of the sale, forfeiture or loss of all or a
                           material portion of the Collateral.

         6.19.3   Maintenance of Property and Leases. Blackhawk shall keep its
                  properties in good repair and condition, reasonable wear and
                  tear excepted, and from time to time make all necessary and
                  proper repairs, renewals, replacements, additions and
                  improvements thereto. Blackhawk shall at all times comply with
                  the provisions of all material leases to which it is a party
                  so as to prevent any loss or forfeiture.

         6.19.4   Notice of Litigation. Blackhawk shall promptly notify Bank in
                  writing of the initiation of any litigation against Blackhawk
                  that, in Blackhawk's good faith judgment, could be reasonably
                  expected to materially and adversely affect the operations,
                  financial condition, property or business of Blackhawk. If any
                  suit is filed against any material portion of the Collateral
                  or if any material portion of the Collateral is otherwise
                  attached, levied upon or taken in custody by virtue of any
                  legal proceeding in any court,


                                       19
<PAGE>


                  Blackhawk shall promptly notify Bank thereof by telephone,
                  confirmed by letter, and within sixty [60] days [unless
                  otherwise consented to in writing by Lender] cause such
                  Collateral or encumbered Property to be released and promptly
                  notify Bank thereof in the manner aforesaid.

         6.19.5   Accounts and Reports. Blackhawk shall keep true and accurate
                  records and books of account in which full, true and correct
                  entries shall be made of all dealings or transactions in
                  relation to its business and affairs in accordance with
                  generally accepted accounting principles.

         6.19.6   Compliance with Laws. Blackhawk shall duly observe and conform
                  to all valid requirements of governmental authorities relating
                  to the conduct of its business or to its property or assets.

                          ARTICLE 7. EVENTS OF DEFAULT

7.1      EVENTS OF DEFAULT. The occurrence of one or more of the following
         events [herein an "Event of Default"] shall constitute an Event for
         Default under this Agreement:

         7.1.1    Nonpayment. Blackhawk's failure to pay the principal, any
                  portion of any installment of interest, or any other payment
                  due under this Agreement or the Note, when such payment shall
                  become due and payable as therein or herein expressed, if such
                  failure continues for a period of ten [10] days after Bank has
                  officially notified Blackhawk in accordance with the provision
                  of this Agreement that such payment has not been received.

         7.1.2    Nonperformance of Covenants, Conditions or Agreements. The
                  failure of Blackhawk, Concorde or Lien to comply with and duly
                  and punctually observe or perform, in any material respect,
                  any of the covenants, conditions or agreements to be performed
                  or observed by them or any one or more of them, contained in
                  this Agreement [other than Section 7.1.1 or Section 7.1.3] or
                  any of the Documents, if such failure continues for a period
                  of thirty [30] days after the earlier of: 1) the giving of
                  notice of such failure by Bank to Blackhawk, or 2) the date
                  Bank is notified of such failure by Blackhawk or should have
                  been so notified pursuant to the terms of this Agreement;
                  provided however, that such period shall at the Bank's
                  discretion be extended for a reasonable period of time for any
                  default that cannot be reasonably cured within the thirty [30]
                  days after such notice, if in the sole opinion of the Bank
                  such failure is:

                  7.1.2.1  capable of being remedied,

                  7.1.2.2  Blackhawk is proceeding promptly in good faith and
                           with reasonable diligence to remedy the same, and


                                       20
<PAGE>

                  7.1.2.3  the security of the Bank is not and will not be
                           materially adversely affected thereby.

         7.1.3    Failure to Maintain Insurance. Blackhawk's failure to maintain
                  insurance as required in Section 4.18 hereof, and which
                  failure continues for a period of ten [10] days after Bank has
                  been notified or should have been notified of such failure by
                  Blackhawk as required in Section 4.18.

         7.1.4    Bankruptcy. Blackhawk, Concorde or Lien applies for, consents
                  to or acquiesces in the appointment of a trustee, receiver,
                  liquidator, assignee, sequestrator or other similar official
                  for any of their respective property or makes a general
                  assignment for the benefit of creditors, or files a petition
                  or an answer seeking reorganization in a proceeding under any
                  bankruptcy law [as now or hereafter in effect] or a
                  readjustment of its indebtedness or an answer admitting the
                  material allegations of a petition filed against them, or any
                  of them, in any such proceeding, or seeks relief under the
                  provisions of any bankruptcy or similar law; or, in the
                  absence of any of the foregoing, a trustee, receiver,
                  liquidator, assignee, sequestrator or other similar official
                  is appointed for Blackhawk, Concorde or Lien or for a
                  substantial portion of any of the property of any such party
                  and is not discharged within ninety [90] days; or any
                  bankruptcy, reorganization, debt arrangement or other
                  proceeding under any bankruptcy or other insolvency law of
                  common law or in equity is instituted against Blackhawk,
                  Concorde or Lien and is not dismissed within ninety [90] days;
                  or, in the absence of any of the foregoing, if, under the
                  provisions of any law providing for reorganization or winding
                  up which may apply to any of said named parties, any court of
                  competent jurisdiction shall assume jurisdiction, custody or
                  control of any of said parties or of any substantial part of
                  any of their individual property and such jurisdiction,
                  custody or control shall remain in force un-relinquished,
                  unstayed or unterminated for a period of ninety [90] days.

         7.1.5    Change in Material Representation or Warranty. Any material
                  representation or warranty made by Blackhawk, Concorde or Lien
                  and contained in any of the Documents herein otherwise
                  provided, or otherwise made by them or any of them to Bank
                  proves or becomes untrue in any material respect, and such
                  inaccuracy is not remedied within thirty [30] days after
                  notice from the Bank.

         7.1.6    Material Default. Blackhawk, Concorde or Lien is in material
                  default in the payment or performance of any material
                  obligation under any promissory note, indenture, contract,
                  mortgage, deed of trust or other instrument to which they, or
                  any one or more of them, is a party or by which they, or any
                  one or more of them, is bound and the applicable cure period
                  shall have expired


                                       21
<PAGE>

         7.1.7    Invalidity of Document. Any provision of any Document supplied
                  or required by this Agreement, including without limitation
                  the Security Agreement and Deed of Trust, shall for any reason
                  [except for acts to be performed by Bank] cease to be valid
                  and binding on any signatory thereto [other than the Bank] or
                  such signatory shall so allege in writing, or the Deed of
                  Trust or Security Agreement shall for any reason [except for
                  acts to be performed by Bank] cease to create a valid and
                  perfected first priority lien, mortgage, encumbrance or
                  security interest except to the extent permitted by the terms
                  thereof, in any of the property purported to be covered
                  thereby or the signatory to such Deed of Trust or Security
                  Agreement shall so allege in writing.

         7.1.8    Bank Deemed Insecure Due to Suspected Event of Default. At any
                  time and upon determination made by Bank that it deems itself
                  insecure with regard to the Loan or the Guaranties and
                  reasonably suspects the occurrence of an Event of Default and
                  for which Blackhawk, upon notice by and request of Bank
                  specifying such Event of Default fails to provide evidence
                  reasonably satisfactory to Bank within 60 days of said notice
                  that such an Event of Default has not in fact occurred.

         7.1.9    Excessive Decline in Property Value. At any time and upon
                  determination made by Bank that it deems itself insecure with
                  regard to the Loan or the Guaranties if: 1) the Bank
                  determines in good faith that the outstanding amount of the
                  Loan exceeds seventy percent [70%] of the appraised value of
                  the Property and so notifies Blackhawk, and 2) Blackhawk fails
                  to deliver to the Bank within sixty [60] days of such notice
                  from the Bank an appraisal by an independent qualified
                  appraiser setting forth an appraised value of the Property and
                  evidence that the outstanding amount of the Loan is less than
                  seventy percent [70%] of such value.

         7.1.10   Failure to Obtain or Maintain Gaming License. With respect to
                  a gaming licence any of the following:

                  7.1.10.1 Blackhawk is unsuccessful in obtaining the
                           appropriate business gaming licenses within six [6]
                           months of the Closing Date;

                  7.1.10.2 Blackhawk is violating any term or provision of
                           gaming regulations relating to the Casino, which
                           violation materially impairs the continued operation
                           of the Casino in substantially the manner in which
                           the Casino was operated prior to such violation;


                                       22
<PAGE>

                  7.1.10.3 any amendment to the gaming regulations materially
                           impairs the continued operation of the Casino;

                  7.1.10.4 any termination, revocation, suspension or limitation
                           by any Government Authority of the right of Blackhawk
                           to lawfully operate any material portion of the
                           Casino as a gaming facility; or

                  7.1.10.5 Blackhawk for any reason, terminates gaming
                           activities at the Casino.

7.2      REMEDIES. Upon the occurrence of an Event of Default and while an Event
         of Default is continuing, Bank may at its option elect to pursue any or
         all of the following remedies, which are cumulative and in addition to
         any other right or remedy provided by applicable law:

         7.2.1    Acceleration. Without further demand, protest or notice of any
                  kind to Blackhawk, Concorde and Lien, Bank may declare any and
                  all sums and obligations due under the Documents to be due and
                  immediately payable and upon such declaration the same shall
                  become and be immediately due and payable.

         7.2.2    Performance by Others. If Blackhawk fails to perform any act
                  it is required to perform under this Agreement or the
                  Documents, Bank may, but shall not be obligated to, perform or
                  cause to be performed such act, provided that any reasonable
                  expense thereby incurred by Bank and any money thereby paid by
                  Bank shall be a demand obligation owing by Blackhawk, and Bank
                  shall promptly notify Blackhawk of the amount of such
                  obligation, which obligation shall bear interest at the rate
                  of ten percent [10%] per annum ["Default Rate"] from the date
                  Bank makes such payment until repaid by Blackhawk. All rights
                  of the person receiving such payment shall be subrogated to
                  Bank.

         7.2.3    Enforcement of Security Agreement. Bank may enforce its rights
                  under the Security Agreement.

         7.2.4    Action for Legal or Equitable Remedy. Bank may institute one
                  or more legal proceedings at law or in equity for the:

                  7.2.4.1  Specific Performance. Specific performance of any
                           covenant, condition, agreement or undertaking
                           contained in the Documents or in aid of the execution
                           of any powers granted therein and/or to recover a
                           judgment for damages for the breach hereof,
                           including, without limitation, any amount due under
                           the Documents, either by their terms or by virtue of
                           such declaration, and collect the same out of any
                           property of Blackhawk.


                                       23
<PAGE>

                  7.2.4.2  Foreclosure of Security Interest. Foreclosure of its
                           security interest in the Collateral and the sale of
                           all or any part of the Collateral under the judgment
                           or decree of any court of competent jurisdiction.

                  7.2.4.3  Enforcement of Guaranties. Bank may enforce its
                           rights under the Guaranties.

                  7.2.4.4  Other. Enforcement of such other appropriate legal or
                           equitable remedy and not limited to those herein
                           expressly set forth as may, in the opinion of Bank,
                           be necessary to protect and enforce Bank's rights
                           under the transactions contemplated by this
                           Agreement.

         7.2.5    Bank's Rights. Bank may, at its option, assert such other
                  rights and remedies of a secured party and of a mortgagee
                  under the laws of the United States or the state of Colorado
                  [regardless of whether such law or one similar thereto has
                  been enacted in the jurisdiction where the rights or remedies
                  are asserted], including without limitation, all rights of a
                  secured party under the UCC, whether or not this Agreement and
                  the transactions contemplated hereby are determined to be
                  governed by the UCC.

7.3      COSTS AND EXPENSES OF COLLECTION AND ENFORCEMENT. The party in default
         shall pay to Bank on demand all reasonable attorneys fees and other
         costs and expenses reasonably incurred by Bank in protecting the
         Collateral or in exercising Bank's rights, powers, or remedies under
         this Agreement or the Documents, together with interest on such sums at
         the Default Rate from the date the costs and expenses are incurred
         until fully paid. If because of the default of Blackhawk, Concorde or
         Lien hereunder or under any Loan Document Bank consults an attorney
         regarding the enforcement of any of its rights under any Document or if
         suit is brought to enforce any Document, Blackhawk promises to pay all
         reasonable costs thereof, including reasonable attorneys fees. Such
         costs and attorney fees shall include, without limitation, costs and
         attorney fees reasonably incurred in any appeal, forfeiture proceeding
         or in any proceedings under any present or future federal bankruptcy or
         state receivership or law.

7.4      ALLOCATION OF PROCEEDS. The [a] proceeds of any sale, [b] proceeds of
         any insurance received by Bank under any insurance policy obtained by
         Blackhawk hereunder, and [c] any and all other moneys received by Bank
         with respect to the Documents, the application of which has not
         elsewhere herein been specifically provided for, shall, except as
         otherwise specified in any applicable Document, be applied as follows:


                                       24
<PAGE>


         7.4.1    Payment of Expenses. First to the payment of all expenses and
                  charges, including expenses of any sale or retaking,
                  reasonable attorney fees, court costs and other expenses or
                  advances reasonably made or incurred by Bank or on Bank's
                  behalf, under the Documents upon an Event of Default, and to
                  the payment of and provision for adequate indemnity for, any
                  taxes, assessments or liens prior to the lien of Bank.

         7.4.2    Payment of Interest. Second, to the payment of all accrued and
                  unpaid interest under the Note.

         7.4.3    Payment of Principal. Third, to the payment of the unpaid
                  principal balance under the Note.

         7.4.4    Other Amounts. Fourth, to the payment of all other amounts due
                  to Bank under the Documents; and

         7.4.5    Residue. Last, upon payment in full of the Secured
                  Obligations, then to Grantor or its representatives, in
                  accordance with the UCC or as otherwise required by law or
                  directed by a court having jurisdiction.

7.5      INSUFFICIENT PROCEEDS. If the proceeds and other sums described in
         Section 7.4 are insufficient to pay in full all amounts due to Bank
         under the Documents, Blackhawk shall immediately pay such deficiency to
         Bank.

                 ARTICLE 8. ADMINISTRATIVE AND OTHER PROVISIONS

8.1      MODIFICATIONS, CONSENTS AND WAIVER. No failure or delay by any party in
         exercising any power or right hereunder or under the Note or under any
         other Document shall operate as a waiver thereof, nor shall any single
         or partial exercise of any such right or power preclude any other or
         further exercise thereof or the exercise of any other right or power.
         No amendment, modification or waiver of any provision to this
         Agreement, the Note, or any other Document, nor consent to any
         departure therefrom, shall in any event be effective unless the same
         shall be in writing and consented to by the party of parties to be
         bound, and then such amendment, modification, waiver or consent shall
         be effective only in the specific instance and for the purpose for
         which given. No notice to or demand on any party in any case shall
         entitle said party to any other or further notice or demand in similar
         or other circumstances.

8.2      NOTICE. All notices, requests, demands and other communications
         required or permitted under this Agreement shall be in writing and
         shall be deemed to have been duly given, made and received [i] when
         delivered personally, [ii] the Business Day following transmission by
         facsimile if the transmitting machine confirms successful transmission,
         [iii] the Business Day

                                       25
<PAGE>


         following the day deposited with a reputable, established overnight
         courier service for delivery to the intended addressee against receipt,
         or [iv] three Business Days following the day deposited with the United
         States Postal Service as registered or certified mail, postage prepaid,
         return receipt requested and addressed as follows.

         If to Bank:

                           First National Bank
                           909 St. Joseph Street., Ste. 101
                           Rapid City, SD 57701
                           Attention: Todd Christoffer, Branch President
                           Facsimile No.: 605-399-0995

         With copy given in the manner prescribed above, to:

                           Whiting, Hagg & Hagg
                           601 West Boulevard
                           P.O. Box 8008
                           Rapid City, SD 57709
                           Attention: Brian Hagg
                           Facsimile No.: 605-348-9744

         If to Blackhawk:

                           Concorde Blackhawk Corporation
                           3290 Lien St.
                           Rapid City, SD  57702
                           Attention: Jerry L. Baum, President and
                                      Chief Executive Officer
                           Facsimile No.: 605-342-0247

         With copy given in the manner prescribed above, to:

                           Morrison & Foerster, L.L.P.
                           370 17th St., Ste. 5200
                           Denver, CO 80202-5638
                           Attention: Warren L. Troupe
                           Facsimile No.: 303-592-1510


                                       26
<PAGE>

         Any party may alter its notice address by notifying the other party of
such change of address in conformity with the provisions of this Section.

8.3      EXPENSES. In addition to any other payments provided for herein,
         Blackhawk shall pay all expenses reasonably incurred by Bank in
         connection with considering Blackhawk's loan application, the
         preparation and issuance of the commitment letter, and the Closing of
         the Loan, whether or not the Loan is closed. Such costs shall include,
         by way of example and not by way of limitation, fees of attorneys and
         independent appraisers and the costs of survey, inspection, credit
         reports, recording and filing Loan Documents, and title insurance. Bank
         may deduct from the Loan Proceeds amounts necessary to pay any of these
         expenses not paid by Blackhawk.

8.4      ASSIGNMENT. The obligations of Blackhawk under this Agreement are not
         assignable.

8.5      BROKERAGE FEES. There are no claims for brokerage commissions or like
         fees payable by Blackhawk in connection with the transactions
         contemplated by this Agreement. Blackhawk agrees to indemnify and hold
         Bank harmless with respect to any and all losses and expenses Bank may
         sustain as a result of any liability Blackhawk is deemed to have to any
         broker or any claim therefor.

8.6      RIGHT TO INSPECT. At any time prior to Closing or during the term of
         the encumbrance securing Blackhawk's performance of the provisions of
         this Agreement, Bank shall have the right at all reasonable times and
         upon reasonable prior notice to inspect the encumbered Property.

8.7      ENTIRE UNDERSTANDING. This Agreement, together with Exhibits hereto
         which are hereby incorporated by reference into and made part of this
         Agreement, constitutes the entire understanding of the parties
         concerning the transactions contemplated herein. This Agreement
         supersedes and replaces all prior communications, agreements and
         understandings of the parties, written or otherwise, concerning the
         transactions contemplated herein, including the letters of the Bank to
         Concorde dated April 11 and September 10, 2002, and the Promissory Note
         of Blackhawk [Loan No. 90779] and the documents relating thereto
         including the Commercial Guaranties of Concorde and Brustuen H. and
         Deanna B. Lien.

8.8      SEVERABILITY. In the event any provision of this Agreement is held to
         be invalid or unenforceable, the validity of remaining provisions shall
         be unaffected. In such event, the parties shall negotiate in good faith
         to agree upon a substitute provision that is legal and enforceable and
         is as nearly as possible consistent with the intentions underlying the
         original provisions.


                                       27
<PAGE>

8.9      TITLES. Article and Section titles appearing herein are for convenience
         only and shall not affect the meaning of the terms and provisions of
         this Agreement.

8.10     BENEFIT. This Agreement shall inure to and be binding upon the
         successors and assigns of Blackhawk and the Bank.

8.11     CONSTRUCTION. This Agreement has been delivered to Bank's agent and
         accepted by Bank in the State of Colorado; however, Bank maintains its
         principal office and conducts business, and this Agreement was
         negotiated, in the State of South Dakota. In the event any provision of
         this Agreement is litigated, the controversy shall be submitted to and
         determined by a court of competent jurisdiction, at Bank's sole option,
         in the State of South Dakota or the State of Colorado; provided,
         however, that this Agreement and the Documents contemplated herein
         shall be construed in accordance with the law of the State of Colorado.

8.12     PLURAL/SINGULAR AS CONTEXT REQUIRES. Words used in the singular shall
         denote the plural, as the context requires, and when used in the plural
         shall denote the singular as the context requires. Pronouns used
         herein, whether masculine, feminine or neuter, shall be interpreted as
         the context requires.

8.13     TIME OF ESSENCE. Time is of the essence hereof.

8.14     CLOSING DATE. Lender shall take reasonable effort to close the Loan on
         or before December 4, 2002, at the office of the title insurance
         company insuring the lien of the Deed of Trust, or at such other
         location that is acceptable to Bank and Blackhawk. All required
         documentation and conditions of the Loan need to be met in order to
         close, or in Lender's sole discretion, determined to be able to be
         provided subsequently.

8.15     FACSIMILE SIGNATURES. Signatures on this Agreement may be communicated
         by facsimile transmission and shall be binding on the party
         transmitting same. Documents conveying an interest in real property
         shall not be transmitted by fax.

8.16     COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, each of which when so executed shall be deemed an
         original but all of which together shall constitute one and the same
         instrument.

8.17     NUMBER OF DAYS. In computing the number of days for purposes of this
         Agreement, all days shall be counted, including Saturdays, Sundays, and
         holidays; provided however, that if the final day of any time period
         falls on a non-Business Day, then the final day shall be deemed to be
         the next Business Day.


                                       28
<PAGE>

8.18     RECOVERY OF FEES BY PREVAILING PARTY. If legal action, including,
         without limitation, an action for arbitration or injunctive relief, is
         brought relating to this Agreement or the breach or alleged breach
         hereof, the prevailing party in any final judgment or arbitration
         award, or the non-dismissing party in the event of a voluntary
         dismissal by the party instituting the action, shall be entitled to the
         full amount of all reasonable expenses, including all court costs,
         arbitration fees and actual attorneys' fees paid or incurred in good
         faith.

8.19     REASONABLENESS REQUIRED. Whenever [a] this Agreement requires that any
         Document or matter must be acceptable or satisfactory to or approved by
         the Bank or [b] this Agreement provides that the Bank may make a
         determination in its sole discretion, the Bank shall make such
         determination in good faith and in its reasonable judgment.


     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE TO FOLLOW.]


                                       29
<PAGE>


         IN WITNESS WHEREOF the parties have executed this Loan Agreement as of
the day and year first above written.


                                         FIRST NATIONAL BANK


                                         By: /s/ TODD CHRISTOFFER
                                            -----------------------------------
                                            Todd Christoffer, Branch President


                                         CONCORDE BLACKHAWK CORPORATION


                                         By: /s/ JERRY L. BAUM
                                            -----------------------------------
                                            Jerry L. Baum, President and
                                            Chief Executive Officer


STATE OF SOUTH DAKOTA         )
                              )s.s.
County of Pennington          )

     Subscribed and sworn before me this 4th day of December, 2002 by Todd
Christoffer, Branch President, First National Bank.
         WITNESS my hand and official seal.
         My Commission Expires:                         /s/ PEGGY MAIER
                                                        ----------------------
                                                        Notary Public

STATE OF SOUTH DAKOTA         )
                              )s.s.
County of Pennington          )

     Subscribed and sworn before me this 4th day of December, 2002 by Jerry L.
Baum, President and Chief Executive Officer, Concorde Blackhawk Corporation.
         WITNESS my hand and official seal.
         My Commission Expires:                         /s/ PEGGY MAIER
                                                        ----------------------
                                                        Notary Public


<PAGE>


                                    EXHIBIT A

                             PERMITTED ENCUMBRANCES





                                       A-1

<PAGE>


                                    EXHIBIT B

                                 PROMISSORY NOTE





                                       B-1

<PAGE>


                                    EXHIBIT C

                                  DEED OF TRUST





                                       C-1

<PAGE>


                                    EXHIBIT D

                               SECURITY AGREEMENT





                                       D-1

<PAGE>


                                    EXHIBIT E

                                  LIEN GUARANTY





                                       E-1

<PAGE>


                                    EXHIBIT F

                                CONCORDE GUARANTY





                                       F-1

<PAGE>


                                    EXHIBIT G

                             SUBORDINATION AGREEMENT





                                       G-1

<PAGE>


                                    EXHIBIT H

                            INDEMNIFICATION AGREEMENT





                                       H-1

<PAGE>


                                    EXHIBIT I

                                SLOT MACHINE DATA

15 IGTS Plus Slot Machines with a $0.25 denomination.





                                       I-1

<PAGE>


                                    EXHIBIT J

                           FORM OF OPINION OF COUNSEL





                                       J-1