**Exhibit 10.1**

**EXECUTIVEEMPLOYMENT AGREEMENT**

THIS EMPLOYMENT AGREEMENT (this “Agreement”)is made and entered into as of this first day of January 2006 (the “EffectiveDate”), by and among VIRGIN RIVER CASINO CORPORATION, a Nevada corporation,RBG, LLC, a Nevada limited liability company, and CASABLANCA RESORTS, LLC, aNevada limited liability company (collectively, the “Company”), and Curt Mayer(the “Executive”).

**RECITALS**

WHEREAS, the Company desires to employ theExecutive on the terms and conditions set forth herein; and

WHEREAS, the Executive desires to acceptemployment with the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of thepromises and mutual covenants contained herein and for other good and valuableconsideration, the Company and the Executive (each a “Party” andcollectively the “Parties”) agree that the foregoing recitals aretrue and as follows:

**AGREEMENT**

1.             DEFINITIONS: In addition to certain terms definedelsewhere in this Agreement, the following terms shall have the followingrespective meanings:

1.1           “Affiliate”shall mean any Person who controls, is controlled by, or is under commoncontrol with the Company.

1.2           “AnnualReview” shall have the meaning as provided in Section 3.1.

1.3           “BaseSalary” shall have the meaning as provided in Section 3.1.

1.4           “BuyoutPayment” shall have the meaning as provided in Section 7.

1.5           “Cause”shall mean that the Executive:

(a)           has been formally charged with orconvicted of any felony, including any crime involving fraud, theft,embezzlement, dishonesty or moral turpitude during the Term;

(b)           has been found unsuitable to hold agaming license by a Gaming Authority;

(c)           has failed to abide by the Company’spolicies and procedures that are reasonably and consistently enforced;

(d)           has engaged in misconduct, failed tofollow a reasonable directive, including any reasonable directive given by theBoard, or engaged in material inattention to the Company’s business;

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(e)           has failed to perform the dutiesrequired of the Executive up to the standards established by the Company;

(f)            has materially breached thisAgreement;

(g)           has engaged in acts or omissions thatconstitute gross negligence or willful misconduct resulting, in either case, inmaterial economic harm to the Company; or

(h)           has engaged in excessive absenteeism.

1.6           “Changein Control” shall be deemed to have occurred if (a) there is a sale orexchange of outstanding stock of any class, as applicable, or membershipinterest in the Company to a third party, the result of which leaves theExisting Majority Equity Holder with less than 50% of the beneficial ownershipin the surviving entity(ies); (b) there is a sale of all or substantially allof the assets of the Company; or (c) Robert R. Black, Sr. is no longer the ChiefExecutive Officer or equivalent of the Company as a going gaming concern. Forpurposes of this Section 1.6, “beneficial ownership” shall have the samemeaning as defined in Rules 13d-13d-5 under the Securities Exchange Act of1934, as amended, except that a Person shall be deemed to have “beneficialownership” of all shares or membership interest that any such Person has theright to acquire, whether such right is immediately exercisable or only afterthe passage of time.

1.7           “CompanyProperty” shall mean all items and materials that are created, compiled,existing, or received by the Company during the course of the Executive’semployment with the Company, all items and materials provided by the Company tothe Executive, or to which the Executive has access, in the course of hisemployment, including, without limitation, all files, records, documents,drawings, specifications, memoranda, notes,reports, manuals, equipment, computer disks, videotapes, drawings, blueprints, other similar itemsrelating to or emanating from the Company, its Affiliates or their respectivecustomers, whether prepared by the Executive or others, and any and all copies,abstracts and summaries thereof.

1.8           “CompetingBusiness” shall mean any Person engaged in the gaming industry thatdirectly or through an Affiliate conducts its gaming business within theRestricted Area.

1.9           “ConfidentialInformation” shallmean all nonpublic and/or proprietary information respecting the business ofthe Company or any Affiliate, including, without limitation, its patrons,customer lists, products, programs, projects, promotions, marketing plans andstrategies, business plans or practices, business operations, employees,invitees, research and development products or information, intellectual property,software, databases, trademarks, pricing information and accounting andfinancing data. Confidential Information also shall include informationconcerning the Company’s or any Affiliate’s customers, such as their identity,address, preferences, playing patterns and ratings or any other informationkept by the Company or any Affiliate concerning its customers regardless ofwhether such information has been reduced to documentary or tangible form.Confidential Information does not include information that is, or becomes,available to the general public unless such availability occurs through anunauthorized act on the part of the Executive.

1.10         “Disability”shall mean a physical or mental incapacity that occurs during the Term thatprevents the Executive from performing, with reasonable accommodation, theessential functions of his position with the Company for a minimum period ofninety (90) days. In the Event of Disability, the Executive hereby agrees tosubmit to medical examinations by a licensed healthcare professional selectedby the Company, in its sole discretion, to determine whether a Disabilityexists. In addition, the Executive may submit to the Company documentation of aDisability, or lack thereof, from a licensed healthcare professional of hischoice. Following a determination of a Disability or lack of Disability by the 

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Company’s or the Executive’s licensed healthcareprofessional, the other Party may submit subsequent documentation relating tothe existence of a Disability from a licensed healthcare professional selectedby such other Party. In the event that the medical opinions of such licensedhealthcare professionals conflict, such licensed healthcare professionals shallappoint a third licensed healthcare professional to examine the Executive, andthe opinion of such third licensed healthcare professional shall bedispositive.

1.11         “ExistingMajority Equity Holder” shall mean Robert R. Black, Sr.

1.12         “GamingAuthorities” shall mean the federal, state and local governmental,regulatory and administrative authorities, agencies, boards and officialsresponsible for or involved in the regulation of gaming or gaming activities inany jurisdiction and, within the State of Nevada, specifically, the NevadaGaming Commission and the Nevada State Gaming Control Board.

1.13         “GoodReason” shall mean and exist if, without the Executive’s prior writtenconsent, one or more of the following events occurs:

(a)           theExecutive is given or is assigned significant duties or responsibilities thatare inconsistent, in any material respect, with the position of Chief FinancialOfficer;

(b)           theExecutive is required to relocate from, or maintain his principal officeoutside of, Clark County, Nevada;

(c)           theCompany fails to agree to or to actually indemnify the Executive for hisactions and/or inactions, as either a director or an officer of the Company, inaccordance with Nevada law and specifically NRS Chapter 78 and NRS Chapter 86,as applicable, and/or the Company fails to maintain commercially reasonable levelsof directors’ and officers’ liability insurance coverage for the Executive whensuch insurance is available.

1.14         “LongTerm Incentive Awards” shall have the meaning as provided in the Long TermIncentive Plan.

1.15         “LongTerm Incentive Plan” or “LTIP” shall mean the long term incentiveplan as that plan is eventually formulated and implemented by the Company.

1.16         “MembershipInterest” shall mean the membership interest held by any member of theCompany.

1.17         “NRS”shall mean the Nevada Revised Statutes, as amended.

1.18         “Person”shall mean a natural person, any form of business and any othernon-governmental legal entity including, but not limited to, a corporation,partnership, trust, or limited liability company.

1.19         “RestrictedArea” shall mean the area within a 25 mile radius of any casino operated bythe Company or any of its affiliates or within a 25 mile radius of any site forwhich the Company or any of its affiliates has applied for a gaming licenseduring the Restriction Period.

1.20         “RestrictionPeriod” shall mean the period expiring at 11:59 p.m. on that dateimmediately preceding the two (2) year anniversary of the effective date of (a)the termination of this Agreement by the Company for Cause; or (b) thetermination of this Agreement by the Executive without 

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Good Reason. Provided that the Restriction Periodshall be one hundred eighty (180) days in the event that Executive isterminated by the Company Without Cause pursuant to Section 6.3.

1.21         “Term”shall have the meaning as provided in Section 2.2.

1.22         “VotingStock” shall mean capital stock of any class or classes having generalvoting power under ordinary circumstances, in the absence of contingencies, toelect the directors of a corporation.

2.             TERM; POSITION AND RESPONSIBILITIES.

2.1           EmploymentAccepted. The Company hereby employs the Executive, and the Executivehereby accepts employment with the Company, for the Term, in the position andwith the responsibilities set forth in Section 2.3 and upon such other termsand conditions as are stated in this Agreement.

2.2           Term.This Agreement shall be for a term of three (3) years commencing on theEffective Date and expiring at 11:59 p.m. on that date immediately precedingthe three (3) year anniversary of the Effective Date, unless earlier terminatedas provided herein (the “Term”).

2.3           Responsibilities.During the Term, the Executive shall be employed as Chief Financial Officer ofthe Company and shall have such responsibilities as are commensurate with thetitle of Chief Financial Officer. During the Term, the Executive shall devotehis full time and attention to the business and affairs of the Company andshall use commercially reasonable efforts, skills and abilities to promote theCompany’s interests. Anything set forth herein to the contrary notwithstanding,the Executive shall not be precluded from engaging in charitable and communityaffairs and managing his personal investments.

3.             COMPENSATION.

3.1           BaseSalary. During the Term, the Executive shall be entitled to a base salary(the “Base Salary”) payable no less frequently than in equalbi-weekly installments (each, an “Installment”) at an annualizedrate of TWO HUNDRED TWELVE THOUSAND DOLLARS ($212,000.00). During the Term, theBase Salary shall be reviewed annually for increase (but not decrease) by theCompany, and any such increase shall be at the sole discretion of the Company.In conducting such annual review (the “Annual Review”), the Companyshall take into account any change in the Executive’s responsibilities,increases in the compensation of other executives of the Company or of anyAffiliate (or of any competitor(s) of either or both), the performance of theExecutive and/or any other pertinent factors. if an increase is approved by theCompany, then such increased Base Salary shall then constitute the Executive’s “BaseSalary” for purposes of this Agreement.

3.2           Bonus.In addition to the Base Salary, Executive shall be entitled to an AnnualCalendar Year Bonus of ONE HUNDRED THOUSAND ($100,000.00) (“Bonus”). The Bonusshall be paid no later than February 28 of the subsequent year in which theBonus was earned.

3.3           LTIP.The Executive is eligible to participate in the LTIP as it is eventuallyformulated and implemented by the Company.

4.             PENSION AND WELFARE BENEFIT PLANS AND OTHER PLANS.Beginning on the Effective Date, the Executive shall be entitled to participatein all employee benefit programs and plans, consistent with the terms of suchprograms and plans, made available to the Company’s executives or salariedemployees generally, as such programs may be in effect from time to time.Provided that, in the 

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event the Company implementsan Annual Incentive Plan, (AIP), Executive shall not participate in the AIP inany manner.

5.             BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.

5.1           ExpenseReimbursement. During the Term, and in accordance with applicable companypolicies, the Executive shall be entitled to receive reimbursement by theCompany for all reasonable out-of-pocket expenses incurred by him in performingservices under this Agreement and in relation to the Company, subject toproviding reasonable documentation of such expenses.

5.2           Perquisites.During the Term, the Executive also shall be entitled to any of the Company’s executive perquisites in accordance with the terms andprovisions of the applicable policies. Executive shall be entitled toparticipate in all PTO and Vacation programs, consistent with the terms of suchprograms, made available to the Company’s executives or salaried employeesgenerally, as such programs may be in effect from time to time.

6.             TERMINATION OF EMPLOYMENT.

6.1           TerminationDue to Death or Disability. The Executive’s employment shall be terminatedimmediately in the event of his death or Disability. In the event of atermination due to the Executive’s death or Disability, the Executive or hisestate, as applicable, shall be entitled, in lieu of any other compensationwhatsoever, to the following:

(a)           anyearned and non-paid Installment of Base Salary at the rate in effect at thetime of his termination through the date of death;

(b)           reimbursementof expenses incurred but not paid prior to such termination of employment;

(c)           suchrights to other benefits as may be provided in applicable plans and programs ofthe Company, according to the terms and provisions of such plans and programs;

(d)           alltarget compensation associated with the LTIP calculated pro rata for theportion of the fiscal year prior to the Executive’s death or Disability; and

(e)           allaccrued but unpaid bonus prior to the date of the Executive’s death orDisability.

6.2           Terminationby the Company for Cause. The Company may terminate the Executive’semployment for Cause at any time during the Term by giving written notice tothe Executive of the Company’s intention to terminate his employment for Cause.Such written notice shall describe with reasonable specificity (a) theparticular act, acts, or omission that provides the basis of the Company’stermination of the Executive for Cause; and (b) one or more reasonable andacceptable remedy(ies) for such act, acts or omission. Unless the Company, ingood faith, reasonably determines that the Executive’s act, acts, or omissionis incapable of correction, which may include but are not limited to those actsset forth 1.5 above, the Executive shall be given thirty (30) calendar daysfrom the receipt of such notice to cure such act, acts, or omission as statedin the notice. During such cure period, the Executive shall be given thereasonable opportunity to meet with the Existing Majority Equity Holder todefend such act, acts, or omission. During such cure period, the Executiveshall continue to be paid his Base Salary. If after thirty (30) calendar days,in the sole discretion of the Company, the Executive is unable to cure suchact, acts, or omission that was the written basis for termination by theCompany for Cause, then the Executive’s employment with the Companyautomatically shall be terminated under this Subsection 6.2 

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for Cause. In the event of a termination for Cause,the Executive shall be entitled, in lieu of any other compensation and benefitswhatsoever, to the following:

(a)           anyearned and non-paid Installment of Base Salary at the rate in effect at thetime of his termination through the date of termination of employment;

(b)           reimbursementof expenses incurred but not paid prior to such termination of employment; and

(c)           suchrights to other benefits (except for Bonus) as may be provided in applicableplans and programs of the Company, according to the terms and conditions of suchplans and programs.

Notwithstanding the foregoing, the Companymay immediately terminate the Executive for Cause, and there shall be no cureperiod if the Executive is unable to perform the essential functions of his jobfor a period of ninety (90) consecutive days.

6.3           Terminationby the Company Without Cause. Notwithstanding any other provision of thisAgreement, the Company may terminate the Executive’s employment without Cause,other than due to death or Disability, at any time during the Term by givingthirty (30) days’ written notice to the Executive or payment in lieu of notice.In the event that the Company terminates the Executive’s employment withoutCause and subject to Section 7 hereof, the Executive shall be subject to andshall be entitled, in lieu of any other compensation and benefits whatsoever,to:

(a)           inaddition to any earned and non-paid Installment of Base Salary at the rate ineffect at the time of his termination through the date of termination ofemployment, an amount equal to either: forty percent (40%) of Executive’s BaseSalary in effect at the time of termination and forty percent (40%) of a prorata portion of the Bonus or the balance of Base Salary still unpaid for theremaining Term of this Agreement plus the applicable amount of the Bonus,whichever is smaller.

(1)           one hundred percent (100%) of theforegoing payment (set out in Section 6.3(a)) shall be made by the Company tothe Executive in a lump sum upon satisfaction of the conditions set forth inSection 8.3;

(b)           reimbursementfor expenses incurred but no paid prior to such termination of employment.

(c)           suchrights to other benefits as may be provided in applicable plans and programs ofthe Company, according to the terms and conditions of such plans and programs;and

(d)           Executiveshall be subject to the Restriction Area and the Restricted Period provisionset forth herein in Sections 1.19 and 1.20 respectively.

6.4           Terminationby the Executive for Good Reason. The Executive may terminate hisemployment for Good Reason by giving written notice to the Company of theExecutive’s intention to terminate his employment for Good Reason. Such writtennotice shall describe with reasonable specificity (a) the particular act, acts,or omission that provides the basis for the Executive’s termination for GoodReason; and (b) one or more reasonable and acceptable remedy(ies) for such act,acts or omission. The Company shall be given thirty (30) calendar days from thereceipt of such notice to cure such act, acts, or omission as stated in theforegoing notice. During such cure period, the Executive shall continue toperform as set forth herein. If after thirty (30) calendar days, the Company isunable to cure such act, acts, or omission that was the written basis fortermination by the Executive for Good Reason the Executive 

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shall terminate his employment with the Company underthis Section 6.4. In the event of a termination for Good Reason andsubject to Section 7 hereof,the Executive shall be entitled, in lieu of any other compensation and benefitswhatsoever, to the following:

(a)           anyearned and non-paid Installment of Base Salary at the rate in effect at thetime of his termination through the date of termination of employment. Onehundred percent (100%) of the foregoing payment shall be made by the Company tothe Executive in a lump sum upon satisfaction of the conditions set forth inSection 8.3;

(b)           reimbursementfor expenses incurred but not paid prior to such termination of employment;

(c)           suchrights to other benefits (except for Bonus) as may be provided in applicableplans and programs of the Company, according to the terms and conditions ofsuch plans and programs; and

6.5           Terminationby the Executive Without Good Reason. The Executive may terminate hisemployment on his own initiative at any time and for any reason upon thirty(30) days’ prior written notice to the Company. In the event of a terminationwithout Good Reason, the Executive shall be entitled, in lieu of any othercompensation and benefits whatsoever, to the following:

(a)           anyearned and non-paid Installment of Base Salary at the rate in effect at thetime of his termination through the date of termination of employment;

(b)           reimbursementof expenses incurred but not paid prior to such termination of employment; and

(c)           Executiveshall be subject to the Restriction Area and the Restricted Period provisionsset forth herein in Sections 1.19 and 1.20 respectively.

6.6           Expiration.Upon expiration of the Term, the Executive shall not be entitled to anyadditional compensation after the expiration thereof, but such termination ofemployment shall not otherwise affect accrued but unpaid compensation,benefits, bonus, or otherwise provided under this Agreement or pursuant to anyCompany plan or program.

7.             CHANGE IN CONTROL; BUY-OUT OPTION.

7.1           BuyoutTermination. The Company shall give the Executive at least ninety (90)calendar days’ notice of any pending Change in Control. Within thirty (30)calendar days of receiving notice of a pending Change in Control, the Executiveshall have the option, in his sole and absolute discretion, to terminate thisAgreement by delivering written notice to the Company (“Buy-OutTermination”). A Buy-Out Termination pursuant to this Section 7 shall beeffective upon the consummation, or closing, of the transaction(s) that willresult in the Change in Control.

7.2           BuyoutPayment. Upon a Buyout Termination pursuant to this Section 7, theExecutive shall be entitled to all earned but unpaid Base Salary and allaccrued but unpaid benefits, bonus, or otherwise provided under this Agreementor pursuant to any Company plan or program. In addition to the foregoing, theCompany shall pay the Executive a Buyout Payment in an amount equal to theannual Base Salary plus an amount equal to the Annual Calendar Year Bonus. Onehundred percent (100%) of the foregoing payment shall be made by the Company tothe Executive in a lump sum upon satisfaction of the conditions set forth inSection 8.3.

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8.             CONDITIONS TO PAYMENTS UPON TERMINATION.

8.1           Timingof Payments. Unless otherwise provided herein, any payments to which theExecutive shall be entitled pursuant to Sections 6 (excluding Section 6.2) and7 shall be payable upon the satisfaction of the conditions set forth inSubsection 8.3.

8.2           NoMitigation; No Offset. Notwithstanding any contrary provision containedherein, so long as the Executives employment terminates in accordance withSections 6 or 7 of this Agreement, the exclusive remedies available to theExecutive shall be the amounts due under Section 6 or 7, which are in thenature of severance payments, or liquidated damages, or both, and are not inthe nature of a penalty. The Executive shall have no duty to mitigate, andthere shall be no offset against amounts due to the Executive on account of anyremuneration attributable to any subsequent employment that the Executive mayobtain after termination of this Agreement. In the event of a termination ofthis Agreement, neither Party shall publish in any way or make any negativecomment or statement about the other Party or concerning the reasons for suchtermination. The provisions of this Subsection 8.2 shall survive the expirationor earlier termination of this Agreement.

8.3           GeneralRelease. No payments or benefits payable to the Executive upon the terminationof his employment pursuant to Section 6 or 7 of this Agreement shall be made tothe Executive unless and until he executes a general release substantially inthe form attached hereto as Exhibit “A”.

8.4           Compliancewith the Agreement. Payments or benefits payable to the Executive upon the termination of his employment pursuant to Sections 6 or 7 of this Agreementshall be made by the Company to the Executive in reliance upon the Executive’scompliance with any material, post-employment obligation contained in thisAgreement, including, without limitation, those obligations contained inSections 10 and 11 of this Agreement.

8.5           Continuing Obligations of the Executive. No act or omission by the Executive in breach of this Agreement,including, without limitation, his failure to execute the general release,shall be deemed to permit the Executive to forego or waive such payments inorder to avoid his obligations under Section 10 and 11 of this Agreement.

9.             INDEMNIFICATION. The Company agrees that if the Executiveis made a party or is threatened to be made a party to any action, suit orproceeding, whether civil, criminal, administrative or investigative (an “IndemnifiableAction”), by reason of the fact that he is or was a director orofficer of the Company or is or was serving at the request of the Company as adirector, officer, member, employee or agent of another corporation or of apartnership, joint venture, trust or other enterprise, including service withrespect to employee benefit plans, regardless of whether the basis of suchIndemnifiable Action is alleged action in an official capacity as a director,officer, member, employee or agent, he shall be indemnified and held harmlessby the Company to the fullest extent permitted by Nevada law and the Company’sby-laws and operating agreements, as applicable, as the same exist or mayhereafter be amended (but, in the case of any such amendment to the Company’sby-laws and/or operating agreement(s), only to the extent such amendmentpermits the Company to provide broader indemnification rights than the Company’sby-laws and/or operating agreement(s) permitted the Company to provide beforesuch amendment), against all expense, liability and loss (including, withoutlimitation, attorneys’ fees, costs, judgments, fines, and amounts paid or to bepaid in settlement) reasonably incurred or suffered by the Executive inconnection therewith.

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10.           NON-SOLICITATION AND NON-DISCLOSURE.

10.1         General.The Parties understand and agree that the purpose of the restrictions containedin this Section 10 is to protect the goodwill and other legitimate businessinterests of the Company, and that the Company would not have entered into thisAgreement in the absence of such restrictions. The Executive acknowledges andagrees that the restrictions are reasonable and do not, and will not, undulyimpair his ability to make a living after the termination of his employmentwith the Company.

10.2         Non-Solicitation.In consideration for this Agreement to employ the Executive and the othervaluable consideration provided for hereunder, the Executive warrants andcovenants that during the Term and/or during the Restriction Period, ifapplicable, that Executive shall not unless acting on behalf of the Company oron behalf of any Affiliate, directly or indirectly, for himself or any thirdparty, or alone or as a member of a partnership, or as an officer, director,shareholder or otherwise:

(a)           callon, solicit, induce to leave and/or take away, or attempt to call on, solicit,induce to leave and/or take away, any of the customers of the Company, eitherfor Executive’s own account or for any third party;

(b)           callon, solicit and/or take away, any potential or prospective customer of theCompany, on whom the Executive called or with whom Executive became acquaintedduring employment (either before or during the Term), either for Executive’sown account or for any third party; and/or

(c)           approachor solicit any employee or independent contractor of the Company with a viewtowards enticing such person to leave the employ or service of the Company, orhire or contract with any employee or independent contractor of the Company,without the prior written consent of the Company, such consent to be within theCompany’s sole and absolute discretion.

10.3         Non-Compete.In consideration for this Agreement to employ the Executive and the othervaluable consideration provided for hereunder, the Executive warrants andcovenants that during the Term, Executive shall not accept any position oraffiliation with, or render any services to any Competing Business. Further,Executive warrants and covenants that Executive, during the Restriction Period,if applicable, shall not accept any position or affiliation with, or render anyservices to any Competing Business within the Restricted Area.

10.4         Non-Disclosure.In consideration for this Agreement to employ the Executive and the othervaluable consideration provided for hereunder, the Executive warrants andcovenants that Executive shall not engage in the following acts:

(a)           makeknown to any third party the names and addresses of any of the customers of theCompany, or any other information pertaining to those customers; and/or

(b)           makeknown to any third party any Confidential Information.

10.5         Survival.The Executive agrees that the provisions of this Section 10 shall survive thetermination of this Agreement by the Company for Cause or by the Executivewithout Good Reason.

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11.           CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.

11.1         ConfidentialInformation.  The Executiveunderstands and acknowledges that Confidential Information constitutes avaluable asset of the Company and its Affiliates and may not be converted tothe Executive’s own or any third party’s use by the Executive. Accordingly, theExecutive hereby agrees that he shall not directly or indirectly, during theTerm or any time thereafter, disclose any Confidential Informationintentionally to any Person not authorized by the Company to receive suchConfidential Information. The Executive further agrees that he shall notdirectly or indirectly, during the Term or any time thereafter, use or make useof any Confidential Information in connection with any business activity otherthan that of the Company. The Parties acknowledge and agree that this Agreementis not intended to, and does not, alter either the Company’s rights or theExecutive’s obligations under any applicable laws regarding trade secrets andunfair trade practices.

11.2         CompanyProperty.  All Company Property isand shall remain exclusively the property of the Company. Unless authorized inwriting to the contrary, the Executive promptly shall deliver to the Companyupon termination or expiration of this Agreement, or at any other time theCompany reasonably may so request, all Company Property that the Executive hasin his possession.

11.3         RequiredDisclosure. in the event the Executive is required by law or court order todisclose any Confidential Information or to produce any Company Property, theExecutive promptly shall notify the Company of such requirement and provide theCompany with a copy of any court order or of any law that requires suchdisclosure and, if the Company so elects, to the extent permitted by law, givethe Company an adequate opportunity, at its own expense, to contest such law orcourt order prior to any such required disclosure or production by theExecutive.

11.4         Survival.  The Executive agrees that the provisions ofthis Section 11 shall survive the termination of this Agreement.

12.           MUTUAL ARBITRATION AGREEMENT. Except for disputes relatingto Worker’s Compensation claims of the Executive, any and all disputes that mayarise between the Parties, which shall include but are not limited to anyemployment related claim whether based on statute or common law and/or disputesrelating to this Agreement, shall be resolved by arbitration administered bythe American Arbitration Association under its National Rules for Resolution ofEmployment Disputes or other applicable rules or as otherwise mutually agreedto by the Parties. Any arbitration under this paragraph shall take place in LasVegas, Nevada and shall be governed by the procedural and substantive law ofNevada. However, nothing herein shall preclude or prohibit the Company or theExecutive from seeking or obtaining injunctive relief in court.

13.           NOTICES. All notices, demands and requests required orpermitted to be given to either Party under this Agreement shall be in writingand shall be deemed to have been given when delivered personally or sent bycertified or registered mail, postage prepaid, return receipt requested, dulyaddressed to the Party concerned at the address indicated below or to suchchanged address of which such Party may subsequently give written notice:

| If to the  Company: |   | CasaBlanca Resorts             |
|---------------------|--------|--------------------------------|
|                |   | Attn. Mr. Robert R. Black, Sr. |
|                |   | 911 North Buffalo, Suite 201   |
|                |   | Las Vegas, Nevada 89128        |

 

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|        | With a copy to:      |                             | Black, LoBello & Pitegoff |
|--------|----------------------|----------------------------------|-------------------------------|
|   |                 | Attn. Tisha Black-Chernine, Esq. |
|   |                 | 6885 West Charleston Boulevard   |
|   |                 | Las Vegas, Nevada 89117          |
|   |                 |                             |
|   | If to the Executive: |                             | Mr. Curt Mayer                |
|   |                 | 5820 El Capitan Way              |
|   |                 | Las Vegas, NV 89149              |

 

14.           ASSIGNMENT. Executive understands that his employment, orcontinued employment, is consideration for the Non-Competition, Non-Disclosureand Non-Solicitation Covenants contained herein in Section 10 of thisAgreement. Executive also understands and agrees that in consideration of thepayment of ONE HUNDRED DOLLARS ($100.00), which Executive has received uponexecution of this Agreement, the Non-Competition Covenants in Section 10 ofthis Agreement shall be assignable by Company as set forth herein. Further, itis understood that the Executive may not assign any rights under thisAgreement.

15.           BENEFICIARIES/REFERENCES. The Executive shall be entitledto select a beneficiary or beneficiaries to receive any compensation or benefitpayable hereunder following the Executive’s death and may change such electionby giving the Company written notice thereof pursuant to this Agreement. In theevent of the Executive’s death or a judicial determination of his incompetence,reference in this Agreement to the Executive shall be deemed, whereappropriate, to refer to his beneficiaries, estate or other legalrepresentative.

16.           SURVIVORSHIP. The respective rights and obligations of theParties hereunder shall survive the expiration or earlier termination of thisAgreement to the extent necessary to the intended preservation of such rightsand obligations. The provisions of this Section 16 are in addition to the survivorshipprovisions of any other section of this Agreement.

17.           REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE. TheExecutive hereby represents and warrants that he has the full legal capacity toenter into this Agreement and that there is no agreement to which he is a partyor beneficiary that would prevent, contravene or otherwise adversely impact theExecutive’s ability to comply with the terms and obligations set forth herein.

18.           REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company hereby represents and warrants tothe Executive that there is no agreement to which it is a party or beneficiarythat would prevent, contravene or otherwise adversely impact the Company’sability to comply with the terms and obligations set forth herein. As of theEffective Date, the Company further represents and warrants to the Executivethat upon execution of this Agreement, this Agreement shall become a bindingobligation of the Company and shall be enforceable against it in accordancewith its terms, except as may be limited by laws generally affecting theenforcement of contracts. The Company further represents and warrants that theCompany is comprised of two limited liability companies and a corporation, dulyorganized and incorporated, respectively, validly existing and in good standingunder the laws of the State of Nevada and are duly qualified and in goodstanding in such other jurisdictions wherein the nature of the businesstransacted by it or them or property owned by it or them makes suchqualification necessary. The Company has the valid limited liability companypower and corporate power to enter into and perform all of its obligationsunder this Agreement, and this Agreement has been authorized by all necessarylimited liability company action and corporate action.

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19.           ENTIRE AGREEMENT. This Agreement contains the entireagreement between the Parties concerning the subject matter hereof andsupersedes all prior agreements, understandings, discussions, negotiations andundertakings, whether written or oral, express or implied, between the Partieswith respect hereto. No representations, inducements, promises or agreementsthat are not set forth herein shall be of any force or effect.

20.           ASSIGNABILITY; BINDING NATURE. This Agreement shall bebinding upon and inure to the benefit of the parties and their respectivesuccessors, heirs and assigns; provided, however, that no rights or obligationsof the Executive under this Agreement may be assigned or transferred by theExecutive, other than rights to compensation and benefits hereunder, that maybe transferred only by will or operation of law and subject to the limitationsof this Agreement.

21.           AMENDMENT OR WAIVER. No provision in this Agreement may beamended or waived unless such amendment or waiver is agreed to in writing,signed by both Parties. No waiver by one Party of any breach by the other Partyof any condition or provision of this Agreement to be performed by such otherParty shall be deemed a waiver of a similar or dissimilar condition or provisionat the same or any prior or subsequent time.

22.           SEVERABILITY. In the event that any provision or portionof this Agreement, except Section 6, Section 7 and Section 10, shall bedetermined to be invalid or unenforceable for any reason, in whole or in part,the remaining provisions of this Agreement shall be unaffected thereby andshall remain in full force and effect to thefullest extent permittedby law. If Section 6, Section 7 orSection 10 is determined to be invalid or unenforceable for any reason,in whole or in part, either Party may terminate this Agreement without furtherobligations or duties hereunder.

23.           GOVERNING LAW. To the extent not otherwise expresslystated herein, any and all dispute resolution shall be governed by andconstrued and interpreted in accordance with the procedural and substantivelaws of the State of Nevada without reference to the principles of conflict oflaws thereof.

24.           HEADINGS. The headingsof the sections and subsections containedin this Agreement are forconvenience only and shall not be deemed to control or affect the meaning orconstruction of any provision of this Agreement.

25.           COUNTERPARTS. This Agreement may be executed incounterparts, including facsimile counterparts, each of which shall be deemedan original and all of which shall constitute one and the same Agreement withthe same effect as if all Parties had signed the same signature page. Anysignature page of this Agreement may be detached from any counterpart of thisAgreement and reattached to any other counterpart of this Agreement identicalin form hereto but having attached to it one or more additional signature pages

26.           ACKNOWLEDGMENT. The Executive represents and acknowledgesthat he has carefully read this Agreement in its entirety, understands theterms and conditions contained herein, has had the opportunity to review thisAgreement with legal counsel of his own choosing and has not relied on anystatements made by the Company or its legal counsel as to the meaning of anyterm or condition contained herein or in deciding whether to enter into thisAgreement, and is entering into this Agreement knowingly and voluntarily.

27.           ATTORNEYS’ FEES. In the event an action, claim or suit isbrought to enforce the terms of this Agreement or to collect damages claimed asa result of a breach of this Agreement, the prevailing party shall be entitledto recover its reasonable attorneys’ fees, costs and all other expensesreasonably associated with the enforcement of this Agreement.

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28.           GAMING INVESTIGATION. In the event the Executive isrequired to apply for and obtain any license, permit, approval, authorization,registration, finding of suitability, or otherwise from any Gaming Authoritynecessary for the conduct of the Executive’s business on behalf of the Company(collectively, the “Approvals”), then the Company shall pay all costsand expenses of any nature whatsoever, including reasonable attorneys’ fees, inconnection with such Approvals, including, without limitation, any costs andexpenses of any nature whatsoever associated with the investigation of theExecutive by any Gaming Authority.

29.           TOLLING; In the event Executive breaches any of thecovenants contained herein and Company seeks compliance with those covenants byjudicial proceedings, the time periods during which Executive is restricted bysaid covenants shall be extended by the time during which the Executive isfound by a court of competent jurisdiction to have been in breach of saidcovenants.

30.           LIMITATION OF RESTRICTIONS. It is the intention of theparties hereto that the potential restrictions on Executive’s future employmentand communications imposed by sections 10 and 11 of this Agreement bereasonable in both duration and geographic scope and in all other respects. Iffor any reason any court of competent jurisdiction shall find any of theprovisions of sections 10 and 11 unreasonable in duration or geographic scopeor otherwise, the parties agree that the restrictions and prohibitionscontained therein shall be reduced or limited so as to be effective to thefullest extent allowable under applicable law.

*[Signatures appear on*the *followingpage.]*

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IN WITNESS WHEREOF the Parties have executedthis Agreement as of the Effective Date.
| COMPANY                            |                                |   |
|------------------------------------|-------------------------------------|--------|
|                               |                                |   |
| Virgin River Casino Corporation,   | CasaBlanca Resorts, LLC,            |
| a Nevada  corporation              | a Nevada limited  liability company |
|                               |                                |   |   |
|                               |                                |   |   |
| By:                                | Robert “Randy” Black, Sr. | By:    | Robert “Randy” Black, Sr. |
| Its:                               | President                           | Its:   | Managing Member |
|                               |                                |   |   |
|                               |                                |   |   |
| RBG, LLC,                          |                                |
| a Nevada limited liability company |                                |
|                               |                                |   |   |
|                               |                                |   |   |
| By:                                | Robert “Randy” Black, Sr. | By:    | Curt Mayer |
| Its:                               | Managing Member                     |   |   |
|                               |                                |   |   |
|                               |                                |   |   |
|                                    |                                     |        |  |  |  |

 

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**EXHIBIT A**

** **

**GENERALRELEASE**

1.             I, CURT MAYER (the `Executive”), for and inconsideration of certain payments to be made and the benefits to be provided tome under Section 8 of my Employment Agreement dated as of                                 (the “Employment Agreement”) with VIRGIN RIVER CASINO CORPORATION, A NEVADACORPORATION, RBG, LLC, A NEVADA LIMITED LIABILITY COMPANY, AND CASABLANCARESORTS LLC, A NEVADA LIMITED LIABILITY COMPANY (collectively the “Company”),and conditioned upon such payments and provisions, do hereby REMISE, RET.EASE,AND FOREVER DISCHARGE the Company and each of its subsidiaries and affiliates,their officers, directors, shareholders, partners, members, employees,attorneys and agents, their respective successors and assigns, heirs, executorsand administrators (hereinafter collectively included within the term the “Company”),acting in any capacity whatsoever, of and from any and all manner of actionsand causes of actions, suits, debts, claims and demands whatsoever in law or inequity, which I ever had, now have, or hereafter may have, or which my heirs,executors or administrators hereafter may have, by reason of any matter, causeor thing whatsoever from the beginning of my employment with the Company to thedate of these presents arising from or relating in any way to my employmentrelationship and the termination of my employment relationship with theCompany, including but not limited to, any claims which have been asserted,could have been asserted, or could be asserted now or in the future under anyfederal, state or local laws, including any claims under the Age Discriminationin Employment Act (“ADEA”), 29 U.S.C. §621 *etseq.,*Americans with Disabilities Act (“ADA”), 42 U.S.C. §2000e *et seq.,*Title VII of the Civil Rights Actof 1964, 42 U.S.C. §2000e *et seq.,*anycontracts between the Company and me and any common law claims now or hereafterrecognized and all claims for counsel fees and costs; provided, however, thatthis General Release shall not apply to any entitlements under the terms of theEmployment Agreement or under any other plans or programs of the Company inwhich I participated and under which I have accrued and become entitled to abenefit.

2.             I hereby agree and recognize that my employment by theCompany was permanently and irrevocably severed on                                 ,and the Company has no obligation, contractual or otherwise to me to hire,rehire or re-employ me in the future. I acknowledge that the terms of theEmployment Agreement provide me with payments and benefits which are inaddition to any amounts to which I otherwise would have been entitled.

3.             I hereby agree and acknowledge that the payments andbenefits provided by the Company are to bring about an amicable resolution ofmy employment arrangements and are not to be construed as an admission of anyviolation of any federal, state or local statute or regulation, or of any dutyowed by the Company and that this Agreement and General Release is madevoluntarily to provide an amicable resolution of my employment relationshipwith the Company and the termination of the Employment Agreement.

4.             I hereby certify that I have read the terms of thisGeneral Release, that I have been advised by the Company to discuss it with myattorney, and that I understand its terms and effects. I acknowledge, further,that I am executing this General Release of my own volition with a fullunderstanding of its terms and effects and with the intention of releasing allclaims recited herein in exchange for the consideration described in theEmployment Agreement, which I acknowledge is adequate and satisfactory to me.None of the above-named parties, nor their agents, representatives, orattorneys have made any representations to me concerning the terms or effectsof this General Release other than those contained herein.

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5.             I hereby acknowledge that I have been informed that Ihave the right to consider this General Release for a period of 21 days priorto execution. I also understand that I have the right to revoke this GeneralRelease for a period of seven days following execution by giving written noticeto the Company.

Intending to be legally bound hereby, Iexecute the foregoing General Release this         day of                      ,20    .
| Witness |   | Executive  |
|---------|--------|------------|
|    |   |       |
|    |   |       |
|    |   | Curt Mayer |

 

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