**Exhibit 10.16**

**COMMERCIALSECURITY AGREEMENT**
| **Principal**     | ** ** | **Loan Date** | ** ** | **Maturity**   | ** ** | **Loan No** | ** ** | **Call / Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** | ** ** |
|-------------------|------------|--------------------|------------|----------------|------------|------------------|------------|---------------------------|------------|-------------|------------|-------------|------------|--------------|------------|
| **$1,500,000.00** | ** ** | **02-21-2006**     | ** ** | **03-01-2008** | ** ** | **7015103**      | ** ** | **1E / 45**               | ** ** | ** **  | ** ** | **BFM**     | ** ** | ** **   | ** ** |

References in the shaded area are for Lender’s use only and do not limitthe applicability of this document to any particular loan or item. Any itemabove containing “***” has been omitted due to text length limitations.

 
| **Grantor:** | **AWl GAMING, INC.  675 GRIER DRIVE  LAS VEGAS, NV 89119-3738** | **Lender:** | **GREAT BASIN BANK OF NEVADA  ELKO OFFICE  487 RAILROAD STREET  P.O. BOX 2808  ELKO, NV 89801  (775) 753-3800** |
|--------------|-----------------------------------------------------------------|-------------|-----------------------------------------------------------------------------------------------------------------|

 

**THISCOMMERCIAL SECURITY AGREEMENT dated February 21, 2006, is made and executedbetween AWI GAMING, INC. (“Grantor”) and GREAT BASIN BANK OF NEVADA (“Lender”).**

**GRANTOF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender asecurity interest in the Collateral to secure the Indebtedness and agrees thatLender shall have the rights stated in this Agreement with respect to the Collateral,in addition to all other rights which Lender may have by law.**

**COLLATERALDESCRIPTION.** The word “Collateral” as used in this Agreementmeans the following described property, whether now owned or hereafteracquired, whether now existing or hereafter arising, and wherever located, inwhich Grantor is giving to Lender a security interest for the payment of theIndebtedness and performance of all other obligations under the Note and thisAgreement:

**AllFurniture, Fixtures, Equipment, and Gaming Equipment**

In addition, the word “Collateral”also includes all the following, whether now owned or hereafter acquired,whether now existing or hereafter arising, and wherever located:

(A) All accessions, attachments, accessories,replacements of and additions to any of the collateral described herein,whether added now or later.

(B) All products and produce of any of the propertydescribed in this Collateral section.

(C) All accounts, general intangibles, instruments,rents, monies, payments, and all other rights, arising out of a sale, lease,consignment or other disposition of any of the property described in thisCollateral section.

(D) All proceeds (including insurance proceeds) fromthe sale, destruction, loss, or other disposition of any of the property describedin this Collateral section, and sums due from a third party who has damaged ordestroyed the Collateral or from that party’s insurer, whether due to judgment,settlement or other process.

(E) All records and data relating to any of theproperty described in this Collateral section, whether in the form of awriting, photograph, microfilm, microfiche, or electronic media, together withall of Grantor’s right, title, and interest in and to all computer softwarerequired to utilize, create, maintain, and process any such records or data onelectronic media.

**CROSS-COLLATERALIZATION.**In addition to the Note, this Agreement secures the followingdescribed additional indebtedness: The Security interest granted by you hereinsecures this loan and any future advances extensions, renewals, modificationsor refinancings of this loan. It also secures any other loans you have with thebank, including any amounts owing on any credit card account, as well as anyother amounts you owe the bank for any reason now or in the future, except anyloan secured by your personal residence. If the property description is markedwith two stars (**) or the property is household goods as defined by applicablelaw, the property will secure only this loan (including any further advances underthis loan), modifications, and renewals of this loan and not other amounts youowe the bank. **(Initial Here /s/ TL)**

**RIGHTOF SETOFF.**To the extent permitted by applicable law, Lenderreserves a right of setoff in all Grantor’s accounts with Lender (whetherchecking, savings, or some other account). This includes all accounts Grantorholds jointly with someone else and all accounts Grantor may open in thefuture. However, this does not include any IRA or Keogh accounts, any trustaccounts for which setoff would be prohibited by law, or monies in any accountsthat were received pursuant to the federal Social Security Act, including,without limitation, retirement and survivors’ benefits, supplemental securityincome benefits and disability insurance benefits. Grantor authorizes Lender,to the extent permitted by applicable law, to charge or setoff all sums owingon the Indebtedness against any and all such accounts.

**GRANTOR’SREPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.**Withrespect to the Collateral, Grantor represents and promises to Lender that:

**Perfection of Security Interest.**Grantoragrees to take whatever actions are requested by Lender to perfect and continueLender’s security interest in the Collateral. Upon request of Lender, Grantorwill deliver to Lender any and all of the documents evidencing or constitutingthe Collateral, and Grantor will note Lender’s interest upon any and allchattel paper and instruments if not delivered to Lender for possession byLender. **This is****a continuing Security Agreement and will continue ineffect even though all or any part of the Indebtedness is paid in full and eventhough for a period of time Grantor may not be indebted to Lender.**

**Notices to Lender.**Grantorwill promptly notify Lender in writing at Lender’s address shown above (or suchother addresses as Lender may designate from time to time) prior to any (1)change in Grantor’s name; (2) change in Grantor’s assumed business name(s); (3)change in the management of the Corporation Grantor; (4) change in theauthorized signer(s); (5) change in Grantor’s principal office address; (6)change in Grantor’s state of organization; (7) conversion of Grantor to a newor different type of business entity; or (8) change in any other aspect ofGrantor that directly or indirectly relates to any agreements between Grantorand Lender. No change in Grantor’s name or state of organization will takeeffect until after Lender has received notice.

**No Violation.**Theexecution and delivery of this Agreement will not violate any law or agreementgoverning Grantor or to which Grantor is a party, and its certificate orarticles of incorporation and bylaws do not prohibit any term or condition ofthis Agreement.

**Enforceability of Collateral.**Tothe extent the Collateral consists of accounts, chattel paper, or generalintangibles, as defined by the Uniform Commercial Code, the Collateral isenforceable in accordance with its terms, is genuine, and fully complies withall applicable laws and regulations concerning form, content and manner ofpreparation and execution, and all persons appearing to be obligated on theCollateral have authority and capacity to contract and are in fact obligated asthey appear to be on the Collateral. There shall be no setoffs or counterclaimsagainst any of the Collateral, and no agreement shall have been made underwhich any deductions or discounts may be claimed concerning the Collateralexcept those disclosed to Lender in writing.

**Location of the Collateral.**Exceptin the ordinary course of Grantor’s business. Grantor agrees to keep theCollateral at Grantor’s address shown above or at such other locations as areacceptable to Lender. Upon Lender’s request. Grantor will deliver to Lender inform satisfactory to Lender a schedule of real properties and Collaterallocations relating to Grantor’s operations, including without limitation thefollowing: (1) all real property Grantor owns or is purchasing; (2) all realproperty Grantor is renting or leasing; (3) all storage facilities Grantorowns, rents, leases, or uses; and (4)  all other properties whereCollateral is or may be located.

**Removal of the Collateral.**Exceptin the ordinary course of Grantor’s business, Grantor shall not remove theCollateral from its existing location without Lender’s prior written consent.Grantor shall, whenever requested, advise Lender of the exact location of theCollateral.

**Transactions Involving Collateral.**Exceptfor inventory sold or accounts collected in the ordinary course of Grantor’sbusiness, or as otherwise provided for in this Agreement, Grantor shall notsell, offer to sell, or otherwise transfer or dispose of the Collateral.Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateralto be subject to any lien, security interest, encumbrance, or charge, otherthan the security interest provided for in this Agreement, without the priorwritten consent of Lender. This includes security interests even if junior inright to the security interests granted under this Agreement. Unless waived byLender, all proceeds from any disposition of the Collateral (for whateverreason) shall be held in trust for Lender and shall not be commingled with anyother funds; provided however, this requirement shall not constitute consent byLender to any sale or other disposition. Upon receipt, Grantor shallimmediately deliver any such proceeds to Lender.

**Title.**Grantorrepresents and warrants to Lender that Grantor holds good and marketable titleto the Collateral, free and clear of all liens and encumbrances except for thelien of this Agreement.  No financingstatement covering any of the Collateral is on file in any public

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office other than those which reflect the security interest created bythis Agreement or to which Lender has specifically consented. Grantor shalldefend Lender’s rights in the Collateral against the claims and demands of allother persons.

**Repairs and Maintenance.**Grantor agrees to keep and maintain, and to cause others to keep and maintain,the Collateral in good order, repair and condition at all times while thisAgreement remains in effect. Grantor further agrees to pay when due all claimsfor work done on, or services rendered or material furnished in connection withthe Collateral so that no lien or encumbrance may ever attach to or be filedagainst the Collateral.

**Inspection of Collateral.**Lender and Lender’s designated representatives and agents shall have the rightat all reasonable times to examine and inspect the Collateral wherever located.

**Taxes, Assessments and Liens.**Grantor will pay when due all taxes, assessments and liens upon the Collateral,its use or operation, upon this Agreement, upon any promissory note or notesevidencing the Indebtedness, or upon any of the other Related Documents.Grantor may withhold any such payment or may elect to contest any lien ifGrantor is in good faith conducting an appropriate proceeding to contest theobligation to pay and so long as Lender’s interest in the Collateral is notjeopardized in Lender’s sole opinion. If the Collateral is subjected to a lienwhich is not discharged within fifteen (15) days, Grantor shall deposit withLender cash, a sufficient corporate surety bond or other security satisfactoryto Lender in an amount adequate to provide for the discharge of the lien plusany interest, costs, attorneys’ fees or other charges that could accrue as aresult of foreclosure or sale of the Collateral. In any contest Grantor shalldefend itself and Lender and shall satisfy any final adverse judgment beforeenforcement against the Collateral. Grantor shall name Lender as an additionalobligee under any surety bond furnished in the contest proceedings. Grantorfurther agrees to furnish Lender with evidence that such taxes, assessments,and governmental and other charges have been paid in full and in a timelymanner. Grantor may withhold any such payment or may elect to contest any lienif Grantor is in good faith conducting an appropriate proceeding to contest theobligation to pay and so long as Lender’s interest in the Collateral is not jeopardized.

**Compliance with GovernmentalRequirements.** Grantor shall comply promptly with all laws,ordinances, rules and regulations of all governmental authorities, now orhereafter in effect, applicable to the ownership, production, disposition, oruse of the Collateral, including all laws or regulations relating to the undueerosion of highly-erodible land or relating to the conversion of wetlands forthe production of an agricultural product or commodity. Grantor may contest ingood faith any such law, ordinance or regulation and withhold compliance duringany proceeding, including appropriate appeals, so long as Lender’s interest inthe Collateral, in Lender’s opinion, is not jeopardized.

**Hazardous Substances.**Grantor represents and warrants that the Collateral never has been, and neverwill be so long as this Agreement remains a lien on the Collateral, used inviolation of any Environmental Laws or for the generation, manufacture,storage, transportation, treatment, disposal, release or threatened release ofany Hazardous Substance. The representations and warranties contained hereinare based on Grantor’s due diligence in investigating the Collateral forHazardous Substances. Grantor hereby (1) releases and waives any future claimsagainst Lender for indemnity or contribution in the event Grantor becomesliable for cleanup or other costs under any Environmental Laws, and (2) agreesto indemnify and hold harmless Lender against any and all claims and lossesresulting from a breach of this provision of this Agreement. This obligation toindemnify shall survive the payment of the Indebtedness and the satisfaction ofthis Agreement.

**Maintenance of Casualty Insurance.**Grantor shall procure and maintain all risks insurance, including withoutlimitation fire, theft and liability coverage together with such otherinsurance as Lender may require with respect to the Collateral, in form,amounts, coverages and basis reasonably acceptable to Lender and issued by acompany or companies reasonably acceptable to Lender. Grantor, upon request ofLender, will deliver to Lender from time to time the policies or certificatesof insurance in form satisfactory to Lender, including stipulations thatcoverages will not be cancelled or diminished without at least ten (10) days’prior written notice to Lender and not including any disclaimer of the insurer’sliability for failure to give such a notice. Each insurance policy also shallinclude an endorsement providing that coverage in favor of Lender will not beimpaired in any way by any act, omission or default of Grantor or any otherperson. In connection with all policies covering assets in which Lender holdsor is offered a security interest, Grantor will provide Lender with such losspayable or other endorsements as Lender may require. If Grantor at any timefails to obtain or maintain any insurance as required under this Agreement,Lender may (but shall not be obligated to) obtain such insurance as Lenderdeems appropriate, including if Lender so chooses “single interest insurance,”which will cover only Lender’s interest in the Collateral.

**Application of Insurance Proceeds.**Grantor shall promptly notify Lender of any loss or damage to the Collateral ifthe estimated cost of repair or replacement exceeds $$5,000.00, whether or notsuch casualty or loss is covered by insurance. Lender may make proof of loss ifGrantor fails to do so within fifteen (15) days of the casualty. All proceedsof any insurance on the Collateral, including accrued proceeds thereon, shallbe held by Lender as part of the Collateral. If Lender consents to repair orreplacement of the damaged or destroyed Collateral, Lender shall, uponsatisfactory proof of expenditure, pay or reimburse Grantor from the proceedsfor the reasonable cost of repair or restoration. If Lender does not consent torepair or replacement of the Collateral, Lender shall retain a sufficientamount of the proceeds to pay all of the indebtedness, and shall pay thebalance to Grantor. Any proceeds which have not been disbursed within six (6) monthsafter their receipt and which Grantor has not committed to the repair orrestoration of the Collateral shall be used to prepay the Indebtedness.

**Insurance Reserves.**Lender may require Grantor to maintain with Lender reserves for payment ofinsurance premiums, which reserves shall be created by monthly payments fromGrantor of a sum estimated by Lender to be sufficient to produce, at leastfifteen (15) days before the premium due date, amounts at least equal to theinsurance premiums to be paid. If fifteen (15) days before payment is due, thereserve funds are insufficient, Grantor shall upon demand pay any deficiency toLender. The reserve funds shall be held by Lender as a general deposit andshall constitute a non-interest-bearing account which Lender may satisfy bypayment of the insurance premiums required to be paid by Grantor as they becomedue. Lender does not hold the reserve funds in trust for Grantor, and Lender isnot the agent of Grantor for payment of the insurance premiums required to be paidby Grantor. The responsibility for the payment of premiums shall remain Grantor’ssole responsibility.

**Insurance Reports.**Grantor, upon request of Lender, shall furnish to Lender reports on eachexisting policy of insurance showing such information as Lender may reasonablyrequest including the following: (1) the name of the insurer; (2) the risksinsured; (3) the amount of the policy; (4) the property insured; (5) the thencurrent value on the basis of which insurance has been obtained and the manner ofdetermining that value; and (6) the expiration date of the policy. In addition,Grantor shall upon request by Lender (however not more often than annually)have an independent appraiser satisfactory to Lender determine, as applicable,the cash value or replacement cost of the Collateral.

**Financing Statements.**Grantor authorizes Lender to file a UCC financing statement, or alternatively,a copy of this Agreement to perfect Lender’s security interest. At Lender’srequest, Grantor additionally agrees to sign all other documents that arenecessary to perfect, protect, and continue Lender’s security interest in theProperty. This includes making sure Lender is shown as the first and onlysecurity interest holder on the title covering the Property. Grantor will payall filing fees, title transfer fees, and other fees and costs involved unlessprohibited by law or unless Lender is required by law to pay such fees andcosts. Grantor irrevocably appoints Lender to execute documents necessary totransfer title if there is a default. Lender may file a copy of this Agreementas a financing statement. If Grantor changes Grantor’s name or address, or thename or address of any person granting a security interest under this Agreementchanges, Grantor will promptly notify the Lender of such change.

**GRANTOR’SRIGHT TO POSSESSION.**Until default,****Grantor may have possession of the tangible personal propertyand beneficial use of all the Collateral and may use it in any lawful mannernot inconsistent with this Agreement or the Related Documents, provided thatGrantor’s right to possession and beneficial use shall not apply to anyCollateral where possession of the Collateral by Lender is required by law toperfect Lender’s security interest in such Collateral. If Lender at any timehas possession of any Collateral, whether before or after an Event of Default,Lender shall be deemed to have exercised reasonable care in the custody andpreservation of the Collateral if Lender takes such action for that purpose asGrantor shall request or as Lender, in Lender’s sole discretion, shall deemappropriate under the circumstances, but failure to honor any request byGrantor shall not of itself be deemed to be a failure to exercise reasonablecare. Lender shall not be required to take any steps necessary to preserve anyrights in the Collateral against prior parties, nor to protect, preserve ormaintain any security interest given to secure the Indebtedness.

**LENDER’SEXPENDITURES.** If any action or proceeding is commenced thatwould materially affect Lender’s interest in the Collateral or if Grantor failsto comply with any provision of this Agreement or any Related Documents,including but not limited to Grantor’s failure to discharge or pay when due anyamounts Grantor is required to discharge or pay under this Agreement or anyRelated Documents, Lender on Grantor’s behalf may (but shall not be obligatedto) take any action that Lender deems appropriate, including but not limited todischarging or paying all taxes, liens, security interests, encumbrances andother claims, at any time levied or placed on the Collateral and paying allcosts for insuring, maintaining and preserving the Collateral. All suchexpenditures incurred or paid by Lender for such purposes will then bearinterest at the rate charged under the Note from the date incurred or paid byLender to the date of repayment by Grantor. All such expenses will become apart of the Indebtedness and, at Lender’s option, will (A) be payable ondemand; (B) be added to the balance of the Note and be apportioned among and bepayable with any installment payments to become due during either (1) the termof any applicable insurance policy; or (2) the remaining term of the Note; or(C) be treated as a balloon payment which will be due and payable at the Note’smaturity. The Agreement also will secure payment of these amounts. Such rightshall be in addition to all other rights and remedies to which Lender may beentitled upon Default.

 

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**DEFAULT. **Each of the following shallconstitute an Event of Default under this Agreement:

**Payment Default. **Grantor fails to make anypayment when due under the Indebtedness.

**Other Defaults.**Grantorfails to comply with or to perform any other term, obligation, covenant orcondition contained in this Agreement or in any of the Related Documents or tocomply with or to perform any term, obligation, covenant or condition containedin any other agreement between Lender and Grantor.

**False Statements.**Anywarranty, representation or statement made or furnished to Lender by Grantor oron Grantor’s behalf under this Agreement or the Related Documents is false ormisleading in any material respect, either now or at the time made or furnishedor becomes false or misleading at any time thereafter.

**Defective Collateralization.**ThisAgreement or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfectedsecurity interest or lien) at any time and for any reason.

**Insolvency.**Thedissolution or termination of Grantor’s existence as a going business, theinsolvency of Grantor, the appointment of a receiver for any part of Grantor’sproperty, any assignment for the benefit of creditors, any type of creditorworkout, or the commencement of any proceeding under any bankruptcy orinsolvency laws by or against Grantor.

**Creditor or Forfeiture Proceedings.**Commencementof foreclosure or forfeiture proceedings, whether by judicial proceeding,self-help, repossession or any other method, by any creditor of Grantor or byany governmental agency against any collateral securing the Indebtedness. Thisincludes a garnishment of any of Grantor’s accounts, including depositaccounts, with Lender. However, this Event of Default shall not apply if thereis a good faith dispute by Grantor as to the validity or reasonableness of theclaim which is the basis of the creditor or forfeiture proceeding and ifGrantor gives Lender written notice of the creditor or forfeiture proceedingand deposits with Lender monies or a surety bond for the creditor or forfeitureproceeding, in an amount determined by Lender, in its sole discretion, as beingan adequate reserve or bond for the dispute.

**Events Affecting Guarantor.**Anyof the preceding events occurs with respect to any Guarantor of any of theIndebtedness or Guarantor dies or becomes incompetent or revokes or disputesthe validity of, or liability under, any Guaranty of the Indebtedness.

**Adverse Change.**Amaterial adverse change occurs in Grantor’s financial condition, or Lenderbelieves the prospect of payment or performance of the Indebtedness isimpaired.

**Cure Provisions.**If****any default, other than a default inpayment is curable and if Grantor has not been given a notice of a breach ofthe same provision of this Agreement within the preceding twelve (12) months,it may be cured if Grantor, after receiving written notice from Lenderdemanding cure of such default: (1) cures the default within fifteen (15) days;or (2) if the cure requires more than fifteen (15) days, immediately initiatessteps which Lender deems in Lender’s sole discretion to be sufficient to curethe default and thereafter continues and completes all reasonable and necessarysteps sufficient to produce compliance as soon as reasonably practical.

**RIGHTSAND REMEDIES ON DEFAULT.**If****an Event of Default occurs under this Agreement, at any timethereafter, Lender shall have all the rights of a secured party under theNevada Uniform Commercial Code. In addition and without limitation, Lender mayexercise any one or more of the following rights and remedies:

**Accelerate Indebtedness.**Lendermay declare the entire Indebtedness, including any prepayment penalty whichGrantor would be required to pay, immediately due and payable, without noticeof any kind to Grantor.

**Assemble Collateral.**Lendermay require Grantor to deliver to Lender all or any portion of the Collateraland any and all certificates of title and other documents relating to theCollateral. Lender may require Grantor to assemble the Collateral and make itavailable to Lender at a place to be designated by Lender. Lender also shallhave full power to enter upon the property of Grantor to take possession of andremove the Collateral. If the Collateral contains other goods not covered bythis Agreement at the time of repossession, Grantor agrees Lender may take suchother goods, provided that Lender makes reasonable efforts to return them toGrantor after repossession.

**Sell the Collateral.**Lendershall have full power to sell, lease, transfer, or otherwise deal with theCollateral or proceeds thereof in Lender’s own name or that of Grantor. Lendermay sell the Collateral at public auction or private sale. Unless theCollateral threatens to decline speedily in value or is of a type customarilysold on a recognized market, Lender will give Grantor, and other persons asrequired by law, reasonable notice of the time and place of any public sale, orthe time after which any private sale or any other disposition of theCollateral is to be made. However, no notice need be provided to any personwho, after Event of Default occurs, enters into and authenticates an agreementwaiving that person’s right to notification of sale. The requirements ofreasonable notice shall be met if such notice is given at least ten (10) daysbefore the time of the sale or disposition. All expenses relating to thedisposition of the Collateral, including without limitation the expenses ofretaking, holding, insuring, preparing for sale and selling the Collateral,shall become a part of the Indebtedness secured by this Agreement and shall bepayable on demand, with interest at the Note rate from date of expenditureuntil repaid.

**Appoint Receiver.**Lendershall have the right to have a receiver appointed to take possession of all orany part of the Collateral, with the power to protect and preserve theCollateral, to operate the Collateral preceding foreclosure or sale, and tocollect the Rents from the Collateral and apply the proceeds, over and abovethe cost of the receivership, against the Indebtedness. The receiver may servewithout bond if permitted by law. Lender’s right to the appointment of areceiver shall exist whether or not the apparent value of the Collateralexceeds the Indebtedness by a substantial amount.  Employment by Lender shall not disqualify aperson from serving as a receiver.

**Collect Revenues, Apply Accounts.**Lender,either itself or through a receiver, may collect the payments, rents, income,and revenues from the Collateral. Lender may at any time in Lender’s discretiontransfer any Collateral into Lender’s own name or that of Lender’s nominee andreceive the payments, rents, income, and revenues therefrom and hold the sameas security for the Indebtedness or apply it to payment of the Indebtedness insuch order of preference as Lender may determine. Insofar as the Collateralconsists of accounts, general intangibles, insurance policies, instruments,chattel paper, choses in action, or similar property, Lender may demand,collect, receipt for, settle, compromise, adjust, sue for, foreclose, orrealize on the Collateral as Lender may determine, whether or not Indebtednessor Collateral is then due. For these purposes, Lender may, on behalf of and inthe name of Grantor, receive, open and dispose of mail addressed to Grantor;change any address to which mail and payments are to be sent; and endorsenotes, checks, drafts, money orders, documents of title, instruments and itemspertaining to payment, shipment, or storage of any Collateral. To facilitatecollection, Lender may notify account debtors and obligors on any Collateral tomake payments directly to Lender.

**Obtain Deficiency.**If****Lender chooses to sell any or all of theCollateral, Lender may obtain a judgment against Grantor for any deficiencyremaining on the Indebtedness due to Lender after application of all amountsreceived from the exercise of the rights provided in this Agreement. Grantorshall be liable for a deficiency even if the transaction described in this subsectionis a sale of accounts or chattel paper.

**Other Rights and Remedies.**Lendershall have all the rights and remedies of a secured creditor under theprovisions of the Uniform Commercial Code, as may be amended from time to time.In addition, Lender shall have and may exercise any or all other rights andremedies it may have available at law, in equity, or otherwise.

**Election of Remedies.**Exceptas may be prohibited by applicable law, all of Lender’s rights and remedies,whether evidenced by this Agreement, the Related Documents, or by any otherwriting, shall be cumulative and may be exercised singularly or concurrently.Election by Lender to pursue any remedy shall not exclude pursuit of any otherremedy, and an election to make expenditures or to take action to perform anobligation of Grantor under this Agreement, after Grantor’s failure to perform,shall not affect Lender’s right to declare a****defaultand exercise its remedies.

**MISCELLANEOUSPROVISIONS. **Thefollowing miscellaneous provisions are a part of this Agreement:

**Amendments.** ThisAgreement, together with any Related Documents, constitutes the entireunderstanding and agreement of the parties as to the matters set forth in thisAgreement. No alteration of or amendment to this Agreement shall be effectiveunless given in writing and signed by the party or parties sought to be chargedor bound by the alteration or amendment.

**Attorneys’ Fees; Expenses.**Grantoragrees to pay upon demand all of Lender’s costs and expenses, including Lender’sattorneys’ fees and Lender’s legal expenses, incurred in connection with theenforcement of this Agreement. Lender may hire or pay someone else to helpenforce this Agreement, and Grantor shall pay the costs and expenses of suchenforcement. Costs and expenses include Lender’s attorneys’ fees and legalexpenses whether or not there is a lawsuit, including attorneys’ fees and legalexpenses for bankruptcy proceedings (including efforts to modify or vacate anyautomatic stay or injunction), appeals, and any anticipated post-judgmentcollection services. Grantor also shall pay all court costs and such additionalfees as may be directed by the court.

**Caption Headings.**Captionheadings in this Agreement are for convenience purposes only and are not to beused to interpret or define the provisions of this Agreement.

**Governing Law. This Agreement will begoverned by federal law applicable to Lender and, to the extent not preemptedby federal law, the laws of the State of Nevada without regard to its conflictsof law provisions. This Agreement has been accepted by Lender in the State ofNevada.**

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**Choice of****Venue. **Ifthere is a lawsuit, Grantor agrees upon Lender’s request to submit to thejurisdiction of the courts of ELKO County, State of Nevada. **(Initial Here /s/ TL)**

**No Waiver by Lender.**Lendershall not be deemed to have waived any rights under this Agreement unless suchwaiver is given in writing and signed by Lender. No delay or omission on thepart of Lender in exercising any right shall operate as a waiver of such rightor any other right. A waiver by Lender of a provision of this Agreement shallnot prejudice or constitute a waiver of Lender’s right otherwise to demandstrict compliance with that provision or any other provision of this Agreement.No prior waiver by Lender, nor any course of dealing between Lender andGrantor, shall constitute a waiver of any of Lender’s rights or of any ofGrantor’s obligations as to any future transactions. Whenever the consent ofLender is required under this Agreement, the granting of such consent by Lenderin any instance shall not constitute continuing consent to subsequent instanceswhere such consent is required and in all cases such consent may be granted orwithheld in the sole discretion of Lender.

**Notices.**Any noticerequired to be given under this Agreement shall be given in writing, and shallbe effective when actually delivered, when actually received by telefacsimile(unless otherwise required by law), when deposited with a nationally recognizedovernight courier, or, if mailed, when deposited in the United States mail, asfirst class, certified or registered mail postage prepaid, directed to theaddresses shown near the beginning of this Agreement. Any party may change itsaddress for notices under this Agreement by giving formal written notice to theother parties, specifying that the purpose of the notice is to change the party’saddress. For notice purposes, Grantor agrees to keep Lender informed at alltimes of Grantor’s current address. Unless otherwise provided or required bylaw, if there is more than one Grantor, any notice given by Lender to anyGrantor is deemed to be notice given to all Grantors.

**Power of Attorney.**Grantorhereby appoints Lender as Grantor’s irrevocable attorney-in-fact for thepurpose of executing any documents necessary to perfect, amend, or to continuethe security interest granted in this Agreement or to demand termination offilings of other secured parties. Lender may at any time, and without furtherauthorization from Grantor, file a carbon, photographic or other reproductionof any financing statement or of this Agreement for use as a**financing statement. Grantor willreimburse Lender for all expenses for the perfection and the continuation ofthe perfection of Lender’s security interest in the Collateral.

**Severability.** If acourt of competent jurisdiction finds any provision of this Agreement to beillegal, invalid, or unenforceable as to any circumstance, that finding shallnot make the offending provision illegal, invalid, or unenforceable as to anyother circumstance. If feasible, the offending provision shall be consideredmodified so that it becomes legal, valid and enforceable. If the offendingprovision cannot be so modified, it shall be considered deleted from thisAgreement. Unless otherwise required by law, the illegality, invalidity, orunenforceability of any provision of this Agreement shall not affect thelegality, validity or enforceability of any other provision of this Agreement.

**Successors and Assigns.**Subject to any limitations stated in this Agreement on transfer of Grantor’sinterest, this Agreement shall be binding upon and inure to the benefit of theparties, their successors and assigns, if ownership of the Collateral becomesvested in a person other than Grantor, Lender, without notice to Grantor, maydeal with Grantor’s successors with reference to this Agreement and theIndebtedness by way of forbearance or extension without releasing Grantor fromthe obligations of this Agreement or liability under the Indebtedness.

**Survival of Representations andWarranties.**All representations, warranties, and agreementsmade by Grantor in this Agreement shall survive the execution and delivery ofthis Agreement, shall be continuing in nature, and shall remain in full forceand effect until such time as Grantor’s Indebtedness shall be paid in full.

**Time is of the Essence.**Timeis of the essence in the performance of this Agreement.

**DEFINITIONS.**The following capitalized words and terms shall have thefollowing meanings when used in this Agreement. Unless specifically stated tothe contrary, all references to dollar amounts shall mean amounts in lawfulmoney of the United States of America. Words and terms used in the singularshall include the plural, and the plural shall include the singular, as thecontext may require. Words and terms not otherwise defined in this Agreementshall have the meanings attributed to such terms in the Uniform CommercialCode:

**Agreement.**The word“Agreement” means this Commercial Security Agreement, as this CommercialSecurity Agreement may be amended or modified from time to time, together withall exhibits and schedules attached to this Commercial Security Agreement fromtime to time.

**Borrower.**The word “Borrower”means AWI GAMING, INC. and includes all co-signers and co-makers signing theNote and all their successors and assigns.

**Collateral.**Theword “Collateral” means all of Grantor’s right, title and interest in and toall the Collateral as described in the Collateral Description section of thisAgreement.

**Default.**The word “Default”means the Default set forth in this Agreement in the section titled “Default”.

**Environmental Laws.**The words “Environmental Laws” mean any and all state, federal and localstatutes, regulations and ordinances relating to the protection of human healthor the environment, including without limitation the ComprehensiveEnvironmental Response, Compensation, and Liability Act of 1980, as amended, 42U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments andReauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the HazardousMaterials Transportation Act, 49 U.S.C. Section 1801, et seq., the ResourceConservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or otherapplicable state or federal laws, rules, or regulations adopted pursuantthereto.

**Event of Default.**Thewords “Event of Default” mean any of the events of default set forth in thisAgreement in the default section of this Agreement.

**Grantor.**The word “Grantor”means AWI GAMING, INC..

**Guarantor.**The word“Guarantor” means any guarantor, surety, or accommodation party of any or allof the Indebtedness.

**Guaranty.**The word “Guaranty”means the guaranty from Guarantor to Lender, including without limitation aguaranty of all or part of the Note.

**Hazardous Substances.**Thewords “Hazardous Substances” mean materials that, because of their quantity,concentration or physical, chemical or infectious characteristics, may cause orpose a present or potential hazard to human health or the environment whenimproperly used, treated, stored, disposed of, generated, manufactured,transported or otherwise handled. The words “Hazardous Substances” are used intheir very broadest sense and include without limitation any and all hazardousor toxic substances, materials or waste as defined by or listed under theEnvironmental Laws. The term “Hazardous Substances” also includes, withoutlimitation, petroleum and petroleum by-products or any fraction thereof andasbestos.

**Indebtedness.**Theword “Indebtedness” means the indebtedness evidenced by the Note or RelatedDocuments, including all principal and interest together with all otherindebtedness and costs and expenses for which Grantor is responsible under thisAgreement or under any of the Related Documents. Specifically, withoutlimitation, Indebtedness includes all amounts that may be indirectly secured bythe Cross-Collateralization provision of this Agreement.

**Lender.**The word “Lender”means GREAT BASIN BANK OF NEVADA, its successors and assigns.

**Note.**The word “Note”means the Note executed by AWI GAMING, INC. in the principal amount of$1,500,000.00 dated February 21, 2006, together with all renewals of,extensions of, modifications of, refinancings of, consolidations of, andsubstitutions for the note or credit agreement.

**Property.**The word “Property”means all of Grantor’s right, title and interest in and to all the Property asdescribed in the “Collateral Description” section of this Agreement.

**Related Documents.**Thewords “Related Documents” mean all promissory notes, credit agreements, loanagreements, environmental agreements, guaranties, security agreements,mortgages, deeds of trust, security deeds, collateral mortgages, and all otherinstruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness.

**GRANTORHAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITYAGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 21, 2006.**

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**GRANTOR:**

 
| **AWI GAMING, INC.** | ** **                                             |
|----------------------|--------------------------------------------------------|
| ** **           | ** **                                             |
| **By:**              | ** ****/s/ Timothy F Lockinger**                  | ** ** |
| ** **           | **TIMOTHY  F LOCKINGER, Director of AWI GAMING, INC.** | ** ** |

 

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