**Exhibit10.17**
| **Assessor Parcel No(s):** |       |                             |
|----------------------------|------------|----------------------------------|
| **01-142-01,**             | ** ** | ** **                       |
| **01-143-03**              |       |                             |
| ** **                 |       |                             |
| **RECORDATION**            |       |                             |
| **REQUESTED  BY:**         | ** ** | ** **                       |
| **GREAT  BASIN BANK**      | ** ** | ** **                       |
| **OF  NEVADA**             | ** ** | ** **                       |
| **ELKO  OFFICE**           | ** ** | ** **                       |
| **487  RAILROAD**          | ** ** | ** **                       |
| **STREET**                 | ** ** | ** **                       |
| **P.O.  BOX 2808**         | ** ** | ** **                       |
| **ELKO,  NV 89801**        |       |                             |
| ** **                 |       |                             |
| **WHEN RECORDED MAIL**     |       |                             |
| **TO:**                    | ** ** | ** **                       |
| **GREAT  BASIN BANK**      | ** ** | ** **                       |
| **OF  NEVADA**             | ** ** | ** **                       |
| **ELKO  OFFICE**           | ** ** | ** **                       |
| **487  RAILROAD**          | ** ** | ** **                       |
| **STREET**                 | ** ** | ** **                       |
| **P.O.  BOX 2808**         | ** ** | ** **                       |
| **ELKO,  NV 89801**        |       |                             |
| ** **                 |       |                             |
| **SEND TAX NOTICES TO:**   |       |                             |
| **AWI  GAMING, INC.**      | ** ** | ** **                       |
| **675  GRIER DRIVE**       | ** ** | ** **                       |
| **LAS  VEGAS, NV**         | ** ** | ** **                       |
| **89119-3738**             | ** ** | **FOR RECORDER’S USE ONLY** |

****

**DEEDOF TRUST**

**THISDEED OF TRUST is dated February 21, 2006, among AWI GAMING, INC., a NevadaCorporation (“Grantor”); GREAT BASIN BANK OF NEVADA, whose address is ELKOOFFICE, 487 RAILROAD STREET, P.O. BOX 2808, ELKO, NV 89801 (referred to belowsometimes as “Lender” and sometimes as “Beneficiary”); and WESTERN TITLECOMPANY INC, whose address is 401 SOUTH BRIDGE STREET, WINNEMUCCA, NV 89445(referred to below as “Trustee”).**

CONVEYANCE AND GRANT. Forvaluable consideration, Grantor irrevocably grants, bargains, sells and conveysto Trustee with power of sale for the benefit of Lender as Beneficiary all ofGrantor’s right, title, and interest in and to the following described realproperty, together with all existing or subsequently erected or affixedbuildings, improvements and fixtures; all 

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easements, rights of way,and appurtenances; all water, water rights and ditch rights (including stock inutilities with ditch or irrigation rights); and all other rights, royalties,and profits relating to the real property, including without limitation allminerals, oil, gas, geothermal and similar matters, **(the “Real Property”) located in PERSHING County, State of Nevada:**

**See Exhibit A, which is attached tothis Deed of Trust and made a part of this Deed of Trust as if fully set forthherein.**

**The RealProperty or its address is commonly known as 1420 CORNELL AVENUE, LOVELOCK, NV89419. The Real Property tax identification number is 01-142-01, 01-143-03.**

Grantor presently,absolutely, and irrevocably assigns to Lender (also known as Beneficiary inthis Deed of Trust) all of Grantor’s right, title, and interest in and to allpresent and future leases of the Property and all Rents from the Property. Inaddition, Grantor grants to Lender a Uniform Commercial Code security interest inthe Personal Property.

**THISDEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST INTHE PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESSINCLUDING FUTURE ADVANCES AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDERTHE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST ISGOVERNED IN PART BY NRS 106.300 TO 106.400 AND THEREFORE SECURES FUTUREADVANCES MADE BY LENDER WHICH ARE EITHER OPTIONAL OR OBLIGATORY. THE MAXIMUMAMOUNT OF ADVANCES SECURED BY THIS DEED OF TRUST IS STATED BELOW UNDER THEDEFINITION OF NOTE, WHICH MAXIMUM MAY INCREASE OR DECREASE FROM TIME TO TIME BYAMENDMENT OF THE NOTE. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THEFOLLOWING TERMS:**

**PAYMENTAND PERFORMANCE.**Except as otherwise provided in this Deed ofTrust, Grantor shall pay to Lender all amounts secured by this Deed of Trust asthey become due, and shall strictly and in a timely manner perform all ofGrantor’s obligations under the Note, this Deed of Trust, and the RelatedDocuments.

**STATUTORYCOVENANTS.**The following Statutory Covenants are herebyadopted and made a part of this Deed of Trust: Covenants Nos. 1, 3, 4, 5, 6, 7,8 and 9 of N.R.S. 107.030. The rate of interest after default for Covenant No.4 shall be 4.000 percentage points over the variable rate index defined in theNote. The percent of counsel fees under Covenant No. 7 shall be tenpercent(10%). Except for Covenants Nos. 6, 7, and 8, to the extent any terms ofthis Deed of Trust are inconsistent with the Statutory Covenants the terms ofthis Deed of Trust shall control. Covenants 6, 7, and 8 shall control over theexpress terms of any inconsistent terms of this Deed of Trust.

**POSSESSIONAND MAINTENANCE OF THE PROPERTY.**Grantor agrees that Grantor’spossession and use of the Property shall be governed by the followingprovisions:

**Possession and Use.**Untilthe occurrence of an Event of Default, Grantor may (1) remain in possession andcontrol of the Property; (2) use, operate or manage the Property; and (3)collect the Rents from the Property.

**Duty to Maintain.**Grantorshall maintain the Property in tenantable condition and promptly perform allrepairs, replacements, and maintenance necessary to preserve its value.

**Compliance With Environmental Laws.**Grantorrepresents and warrants to Lender that: (1)

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During the period of Grantor’sownership of the Property, there has been no use, generation, manufacture,storage, treatment, disposal, release or threatened release of any HazardousSubstance by any person on, under, about or from the Property; (2) Grantor hasno knowledge of, or reason to believe that there has been, except as previouslydisclosed to and acknowledged by Lender in writing, (a) any breach or violationof any Environmental Laws, (b) any use, generation, manufacture, storage,treatment, disposal, release or threatened release of any Hazardous Substanceon, under, about or from the Property by any prior owners or occupants of theProperty, or (c) any actual or threatened litigation or claims of any kind byany person relating to such matters; and (3) Except as previously disclosed toand acknowledged by Lender in writing, (a) neither Grantor nor any tenant,contractor, agent or other authorized user of the Property shall use, generate,manufacture, store, treat, dispose of or release any Hazardous Substance on,under, about or from the Property; and (b) any such activity shall be conductedin compliance with all applicable federal, state, and local laws, regulationsand ordinances, including without limitation all Environmental Laws. Grantorauthorizes Lender and its agents to enter upon the Property to make suchinspections and tests, at Grantor’s expense, as Lender may deem appropriate todetermine compliance of the Property with this section of the Deed of Trust.Any inspections or tests made by Lender shall be for Lender’s purposes only andshall not be construed to create any responsibility or liability on the part ofLender to Grantor or to any other person. The representations and warranties containedherein are based on Grantor’s due diligence in investigating the Property 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 such laws; and (2) agrees toindemnify and hold harmless Lender against any and all claims, losses,liabilities, damages, penalties, and expenses which Lender may directly orindirectly sustain or suffer resulting from a breach of this section of theDeed of Trust or as a consequence of any use, generation, manufacture, storage,disposal, release or threatened release occurring prior to Grantor’s ownershipor interest in the Property, whether or not the same was or should have beenknown to Grantor. The provisions of this section of the Deed of Trust,including the obligation to indemnify, shall survive the payment of theindebtedness and the satisfaction and reconveyance of the lien of this Deed ofTrust and shall not be affected by Lender’s acquisition of any interest in theProperty, whether by foreclosure or otherwise.

**Nuisance,Waste.**Grantor shallnot cause, conduct or permit any nuisance nor commit, permit, or suffer anystripping of or waste on or to the Property or any portion of the Property.Without limiting the generality of the foregoing, Grantor will not remove, orgrant to any other party the right to remove, any timber, minerals (includingoil and gas), coal, clay, scoria, soil, gravel or rock products without Lender’sprior written consent.

**Removal ofImprovements.**Grantorshall not demolish or remove any improvements from the Real Property withoutLender’s prior written consent. As a condition to the removal of anyimprovements, Lender may require Grantor to make arrangements satisfactory toLender to replace such improvements with improvements of at least equal value.

**Lender’sRight to Enter.**Lenderand Lender’s agents and representatives may enter upon the Real Property at allreasonable times to attend to Lender’s interests and to inspect the RealProperty for purposes of Grantor’s compliance with the terms and conditions ofthis

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Deed of Trust.

**Compliancewith Governmental Requirements.**Grantor shall promptly comply with all laws, ordinances, andregulations, now or hereafter in effect, of all governmental authoritiesapplicable to the use or occupancy of the Property, including withoutlimitation, the Americans With Disabilities Act. Grantor may contest in goodfaith any such law, ordinance, or regulation and withhold compliance during anyproceeding, including appropriate appeals, so long as Grantor has notifiedLender in writing prior to doing so and so long as, in Lender’s sole opinion,Lender’s interests in the Property are not jeopardized. Lender may require Grantorto post adequate security or a surety bond, reasonably satisfactory to Lender,to protect Lender’s interest.

**Duty toProtect.**Grantoragrees neither to abandon or leave unattended the Property. Grantor shall doall other acts, in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary toprotect and preserve the Property.

**DUE ON SALE - CONSENT BY LENDER.**Lender may, at Lender’s option, declareimmediately due and payable all sums secured by this Deed of Trust upon thesale or transfer, without Lender’s prior written consent, of all or any part ofthe Real Property, or any interest in the Real Property or any mobile home ormanufactured home located on the property whether or not it is legally a partof the real property. A “sale or transfer” means the conveyance of RealProperty or any right, title or interest in the Real Property; whether legal,beneficial or equitable; whether voluntary or involuntary; whether by outrightsale, deed, installment sale contract, land contract, contract for deed,leasehold interest with a term greater than three (3) years, lease-optioncontract, or by sale, assignment, or transfer of any beneficial interest in orto any land trust holding title to the Real Property, or by any other method ofconveyance of an interest in the Real Property. If any Grantor is a**corporation, partnership or limitedliability company, transfer also includes any change in ownership of more thantwenty-five percent (25%) of the voting stock, partnership interests or limitedliability company interests, as the case may be, of such Grantor. However, thisoption shall not be exercised by Lender if such exercise is prohibited byfederal law or by Nevada law.

**TAXES AND LIENS.**The following provisions relating to the taxesand liens on the Property are part of this Deed of Trust:

**Payment.**Grantor shall pay when due (and in all eventsprior to delinquency) all taxes, special taxes, assessments, charges (includingwater and sewer), fines and impositions levied against or on account of theProperty, and shall pay when due all claims for work done on or for servicesrendered or material furnished to the Property. Grantor shall maintain theProperty free of all liens having priority over or equal to the interest ofLender under this Deed of Trust, except for the lien of taxes and assessmentsnot due and except as otherwise provided in this Deed of Trust.

**Right toContest.**Grantor maywithhold payment of any tax, assessment, or claim in connection with a goodfaith dispute over the obligation to pay, so long as Lender’s interest in theProperty is not jeopardized. If a lien arises or is filed as a result ofnonpayment, Grantor shall within fifteen (15) days after the lien arises or, ifa lien is filed, within fifteen (15) days after Grantor has notice of thefiling, secure the discharge of the lien, or if requested by Lender, depositwith Lender cash or a sufficient corporate surety bond or

 

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other security satisfactory to Lender in an amountsufficient to discharge the lien plus any costs and attorneys’fees, or other charges thatcould accrue as a result of a foreclosure or sale under the lien. In anycontest, Grantor shall defend itself and Lender and shall satisfy any adversejudgment before enforcement against the Property. Grantor shall name Lender asan additional obligee under any surety bond furnished in the contestproceedings.

**Evidence of Payment.**Grantor shall upon demand furnish to Lender satisfactory evidence of payment ofthe taxes or assessments and shall authorize the appropriate governmentalofficial to deliver to Lender at any time a written statement of the taxes andassessments against the Property.

**Notice of Construction.**Grantor shall notify Lender at least fifteen (15) days before any work iscommenced, any services are furnished, or any materials are supplied to theProperty, if any mechanic’s lien, materialmen’s lien, or other lien could beasserted on account of the work, services, or materials and the cost exceeds$10,000.00. Grantor will upon request of Lender furnish to Lender advanceassurances satisfactory to Lender that Grantor can and will pay the cost ofsuch improvements.

**PROPERTYDAMAGE INSURANCE.**The following provisions relating toinsuring the Property are a part of this Deed of Trust.

**Maintenance of Insurance.**Grantor shall procure and maintain policies of fire insurance with standardextended coverage endorsements on a replacement basis for the full insurablevalue covering all Improvements on the Real Property in an amount sufficient toavoid application of any coinsurance clause, and with a standard mortgageeclause in favor of Lender. Grantor shall also procure and maintaincomprehensive general liability insurance in such coverage amounts as Lendermay request with Trustee and Lender being named as additional insureds in suchliability insurance policies. Additionally, Grantor shall maintain such otherinsurance, including but not limited to hazard, business interruption, andboiler insurance, as Lender may reasonably require. Policies shall be writtenin form, amounts, coverages and basis reasonably acceptable to Lender andissued by a company or companies reasonably acceptable to Lender. Grantor, uponrequest of Lender, will deliver to Lender from time to time the policies orcertificates of insurance in form satisfactory to Lender, includingstipulations that coverages will not be cancelled or diminished without atleast ten (10) days prior written notice to Lender. Each insurance policy alsoshall include an endorsement providing that coverage in favor of Lender willnot be impaired in any way by any act, omission or default of Grantor or anyother person. Should the Real Property be located in an area designated by theDirector of the Federal Emergency Management Agency as a special flood hazardarea, Grantor agrees to obtain and maintain Federal Flood Insurance, ifavailable, within 46 days after notice is given by Lender that the Property islocated in a special flood hazard area, for the full unpaid principal balanceof the loan and any prior liens on the property securing the loan, up to themaximum policy limits set under the National Flood Insurance Program, or asotherwise required by Lender, and to maintain such insurance for the term ofthe loan.

**Application of Proceeds.**Grantor shall promptly notify Lender of any loss or damage to the Property ifthe estimated cost of repair or replacement exceeds $5,000.00. Lender may makeproof of loss if Grantor fails to do so within fifteen (15) days of thecasualty. Whether or not Lender’s security is impaired, Lender may, at Lender’selection, receive and

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retain the proceeds of any insurance and apply theproceeds to the reduction of the Indebtedness, payment of any lien affectingthe Property, or the restoration and repair of the Property. If Lender electsto apply the proceeds to restoration and repair, Grantor shall repair orreplace the damaged or destroyed Improvements in a manner satisfactory to Lender.Lender shall, upon satisfactory proof of such expenditure, pay or reimburseGrantor from the proceeds for the reasonable cost of repair or restoration ifGrantor is not in default under this Deed of Trust. Any proceeds which have notbeen disbursed within 180 days after their receipt and which Lender has notcommitted to the repair or restoration of the Property shall be used first topay any amount owing to Lender under this Deed of Trust, then to pay accruedinterest, and the remainder, if any, shall be applied to the principal balanceof the Indebtedness. If Lender holds any proceeds after payment in full of theIndebtedness, such proceeds shall be paid to Grantor as Grantor’s interests mayappear.

**Grantor’s Report on Insurance.**Uponrequest of Lender, however not more than once a year, Grantor shall furnish toLender a report on each existing policy of insurance showing: (1) the name ofthe insurer; (2) the risks insured; (3) the amount of the policy; (4) theproperty insured, the then current replacement value of such property, and themanner of determining that value; and (5) the expiration date of the policy.Grantor shall, upon request of Lender, have an independent appraisersatisfactory to Lender determine the cash value replacement cost of the Property.

**LENDER’SEXPENDITURES.**If any action or proceeding is commenced thatwould materially affect Lender’s interest in the Property or if Grantor failsto comply with any provision of this Deed of Trust 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 Deed of Trust 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 Property and paying all costsfor insuring, maintaining and preserving the Property. All such expendituresincurred or paid by Lender for such purposes will then bear interest at therate charged under the Note from the date incurred or paid by Lender to thedate of repayment by Grantor. All such expenses will become a part of theIndebtedness and, at Lender’s option, will (A) be payable on demand; (B) beadded to the balance of the Note and be apportioned among and be payable withany installment payments to become due during either (1) the term of anyapplicable insurance policy; or (2) the remaining term of the Note; or (C) betreated as a balloon payment which will be due and payable at the Note’smaturity. The Deed of Trust also will secure payment of these amounts. Suchright shall be in addition to all other rights and remedies to which Lender maybe entitled upon Default.

**WARRANTY;DEFENSE OF TITLE.**The following  provisions relating to ownership  of the Property are a part of this Deed ofTrust:

**Title.** Grantorwarrants that: (a) Grantor holds good and marketable title of record to theProperty in fee simple, free and clear of all liens and encumbrances other thanthose set forth in the Real Property description or in any title insurancepolicy, title report, or final title opinion issued in favor of, and acceptedby, Lender in connection with this Deed of Trust, and (b) Grantor has the fullright, power, and authority to execute and deliver this Deed of Trust toLender.

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**Defense of Title.**Subject to the exception in the paragraph above, Grantor warrants and willforever defend the title to the Property against the lawful claims of allpersons. In the event any action or proceeding is commenced that questionsGrantor’s title or the interest of Trustee or Lender under this Deed of Trust,Grantor shall defend the action at Grantor’s expense. Grantor may be thenominal party in such proceeding, but Lender shall be entitled to participatein the proceeding and to be represented in the proceeding by counsel of Lender’sown choice, and Grantor will deliver, or cause to be delivered, to Lender suchinstruments as Lender may request from time to time to permit suchparticipation.

**Compliance With Laws.**Grantor warrants that the Property and Grantor’s use of the Property complieswith all existing applicable laws, ordinances, and regulations of governmentalauthorities.

**Survival of Representations andWarranties.** All representations, warranties, and agreementsmade by Grantor in this Deed of Trust shall survive the execution and deliveryof this Deed of Trust, shall be continuing in nature, and shall remain in fullforce and effect until such time as Grantor’s Indebtedness shall be paid infull.

**CONDEMNATION.**The following provisions relating to condemnation proceedings are a part ofthis Deed of Trust:

**Proceedings.** If anyproceeding in condemnation is filed. Grantor shall promptly notify Lender inwriting, and Grantor shall promptly take such steps as may be necessary todefend the action and obtain the award. Grantor may be the nominal party insuch proceeding, but Lender shall be entitled to participate in the proceedingand to be represented in the proceeding by counsel of its own choice, andGrantor will deliver or cause to be delivered to Lender such instruments anddocumentation as may be requested by Lender from time to time to permit suchparticipation.

**Application of Net Proceeds.**If all or any part of the Property is condemned by eminent domain proceedingsor by any proceeding or purchase in lieu of condemnation, Lender may at itselection require that all or any portion of the net proceeds of the award beapplied to the Indebtedness or the repair or restoration of the Property. Thenet proceeds of the award shall mean the award after payment of all reasonablecosts, expenses, and attorneys’ fees incurred by Trustee or Lender inconnection with the condemnation. Grantor waives any legal or equitableinterest in the net proceeds and any right to require any apportionment of thenet proceeds of the award. Grantor agrees that Lender is entitled to apply theaward in accordance with this paragraph without demonstrating that its securityhas been impaired.

**IMPOSITIONOF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES.**Thefollowing provisions relating to governmental taxes, fees and charges are apart of this Deed of Trust:

**Current Taxes, Fees and Charges.**Upon request by Lender, Grantor shall execute such documents in addition tothis Deed of Trust and take whatever other action is requested by Lender toperfect and continue Lender’s lien on the Real Property. Grantor shallreimburse Lender for all taxes, as described below, together with all expensesincurred in recording, perfecting or continuing this Deed of Trust, includingwithout limitation all taxes, fees, documentary stamps, and other charges forrecording or registering this Deed of Trust.

 

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**Taxes.** Thefollowing shall constitute taxes to which this section applies: (1) a specifictax upon this type of Deed of Trust or upon all or any part of the Indebtednesssecured by this Deed of Trust; (2) a specific tax on Grantor which Grantor isauthorized or required to deduct from payments on the Indebtedness secured bythis type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeableagainst the Lender or the holder of the Note; and (4) a specific tax on all orany portion of the Indebtedness or on payments of principal and interest madeby Grantor.

**Subsequent Taxes.**If any tax to which this section applies is enacted subsequent to the date ofthis Deed of Trust, this event shall have the same effect as an Event ofDefault, and Lender may exercise any or all of its available remedies for anEvent of Default as provided below unless Grantor either (1) pays the taxbefore it becomes delinquent, or (2) contests the tax as provided above in theTaxes and Liens section and deposits with Lender cash or a sufficient corporatesurety bond or other security satisfactory to Lender.

**SECURITYAGREEMENT; FINANCING STATEMENTS.** The following provisionsrelating to this Deed of Trust as a security agreement are a part of this Deedof Trust:

**Security Agreement.**This instrument shall constitute a Security Agreement to the extent any of theProperty constitutes fixtures, and Lender shall have all of the rights of asecured party under the Uniform Commercial Code as amended from time to time.

**Security Interest.** Uponrequest by Lender, Grantor shall take whatever action is requested by Lender toperfect and continue Lender’s security interest in the Rents and PersonalProperty. In addition to recording this Deed of Trust in the real propertyrecords. Lender may, at any time and without further authorization fromGrantor, file executed counterparts, copies or reproductions of this Deed ofTrust as a financing statement. Grantor shall reimburse Lender for all expensesincurred in perfecting or continuing this security interest. Upon default,Grantor shall not remove, sever or detach the Personal Property from theProperty. Upon default, Grantor shall assemble any Personal Property notaffixed to the Property in a manner and at a place reasonably convenient toGrantor and Lender and make it available to Lender within three (3) days afterreceipt of written demand from Lender to the extent permitted by applicablelaw.

**Addresses.** Themailing addresses of Grantor (debtor) and Lender (secured party) from whichinformation concerning the security interest granted by this Deed of Trust maybe obtained (each as required by the Uniform Commercial Code) are as stated onthe first page of this Deed of Trust.

**FURTHERASSURANCES; ATTORNEY-IN-FACT.**The following provisionsrelating to further assurances and attorney-in-fact are a part of this Deed ofTrust:

**Further Assurances.**Atany time, and from time to time, upon request of Lender, Grantor will make,execute and deliver, or will cause to be made, executed or delivered, to Lenderor to Lender’s designee, and when requested by Lender, cause to be filed,recorded, refiled, or rerecorded, as the case may be, at such times and in suchoffices and places as Lender may deem appropriate, any and all such mortgages,deeds of trust, security deeds, security agreements, financing statements,continuation statements, instruments of further assurance, certificates, andother documents as may, in the sole opinion of Lender, be necessary ordesirable in order to effectuate, complete, perfect, continue, or preserve (1)

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Grantor’s obligations underthe Note, this Deed of Trust, and the Related Documents, and (2) the liens andsecurity interests created by this Deed of Trust as first and prior liens onthe Property, whether now owned or hereafter acquired by Grantor. Unlessprohibited by law or Lender agrees to the contrary in writing. Grantor shallreimburse Lender for all costs and expenses incurred in connection with thematters referred to in this paragraph.

**Attorney-in-Fact.** If Grantor fails to do any of the thingsreferred to in the preceding paragraph. Lender may do so for and in the name ofGrantor and at Grantor’s expense. For such purposes, Grantor hereby irrevocablyappoints Lender as Grantor’s attorney-in-fact for the purpose of making, executing,delivering, filing, recording, and doing all other things as may be necessaryor desirable, in Lender’s sole opinion, to accomplish the matters referred toin the preceding paragraph.

**EVENTS OF DEFAULT.** Each of the following, at Lender’s option, shallconstitute an Event of Default under this Deed of Trust:

**PaymentDefault.** Grantor failsto make any payment when due under the Indebtedness.

**OtherDefaults.** Grantorfails to comply with or to perform any other term, obligation, covenant orcondition contained in this Deed of Trust or in any of the Related Documents orto comply with or to perform any term, obligation, covenant or conditioncontained in any other agreement between Lender and Grantor.

**ComplianceDefault.** Failure tocomply with any other term, obligation, covenant or condition contained in thisDeed of Trust, the Note or in any of the Related Documents.

**Default onOther Payments.**Failure of Grantor within the time required by this Deed of Trust to make anypayment for taxes or insurance, or any other payment necessary to preventfiling of or to effect discharge of any lien.

**Default onSubordinate Indebtedness.** Default by Grantor under any subordinate obligation or instrumentsecuring any subordinate obligation or commencement of any suit or other actionto foreclose any subordinate lien on the Property.

**FalseStatements.**Anywarranty, representation or statement made or furnished to Lender by Grantor oron Grantor’s behalf under this Deed of Trust or the Related Documents is falseor misleading in any material respect, either now or at the time made orfurnished or becomes false or misleading at any time thereafter.

**DefectiveCollateralization.**ThisDeed of Trust or any of the Related Documents ceases to be in full force andeffect (including failure of any collateral document to create a valid andperfected security interest or lien) at any time and for any reason.

**Insolvency.** The dissolution or termination of Grantor’sexistence as a going business, the insolvency of Grantor, the appointment of areceiver for any part of Grantor’s property, any assignment for the benefit ofcreditors, any type of creditor workout, or the commencement of any proceedingunder any bankruptcy or insolvency laws by or against Grantor.

**Creditor orForfeiture Proceedings.**Commencement of foreclosure or forfeiture proceedings, whether by judicialproceeding, self-help, repossession or any other method, by any creditor ofGrantor or by any governmental agency against any property securing theindebtedness. This includes a garnishment of any of Grantor’s accounts,including deposit accounts, with

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Lender. However, this Eventof Default shall not apply if there is a good faith dispute by Grantor as tothe validity or reasonableness of the claim which is the basis of the creditoror forfeiture proceeding and if Grantor gives Lender written notice of thecreditor 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.

**EventsAffecting Guarantor.**Any of the preceding events occurs with respect to any Guarantor of any of theIndebtedness or any Guarantor dies or becomes incompetent, or revokes ordisputes the validity of, or liability under, any Guaranty of the Indebtedness.In the event of a death, Lender, at its option, may, but shall not be requiredto, permit the Guarantor’s estate to assume unconditionally the obligationsarising under the guaranty in a manner satisfactory to Lender, and, in doingso, cure any Event of Default.

**AdverseChange.** A materialadverse change occurs in Grantor’s financial condition, or Lender believes theprospect of payment or performance of the Indebtedness is impaired.

**Right toCure.** If any default,other than a default in payment is curable and if Grantor has not been given anotice of a breach of the same provision of this Deed of Trust within thepreceding twelve (12) months, it may be cured if Grantor, after receiving writtennotice from Lender demanding cure of such default: (1) cures the default withinfifteen (15) days; or (2) if the cure requires more than fifteen (15) days,immediately initiates steps which Lender deems in Lender’s sole discretion tobe sufficient to cure the default and thereafter continues and completes allreasonable and necessary steps sufficient to produce compliance as soon asreasonably practical.

**RIGHTS AND REMEDIES ON DEFAULT.**If an Event of Default occurs under this Deedof Trust, at any time thereafter, Trustee or Lender may exercise any one ormore of the following rights and remedies:

**Election ofRemedies.** Election byLender to pursue any remedy shall not exclude pursuit of any other remedy, andan election to make expenditures or to take action to perform an obligation ofGrantor under this Deed of Trust, after Grantor’s failure to perform, shall notaffect Lender’s right to declare a default and exercise its remedies.

**AccelerateIndebtedness.** Lendershall have the right at its option without notice to Grantor to declare theentire Indebtedness immediately due and payable, including any prepaymentpenalty which Grantor would be required to pay.

**Foreclosure.** With respect to all or any part of the RealProperty, the Trustee shall have the right to foreclose by notice and sale, andLender shall have the right to foreclose by judicial foreclosure, in eithercase in accordance with and to the full extent provided by applicable law.

**UCCRemedies.** With respectto all or any part of the Personal Property, Lender shall have all the rightsand remedies of a secured party under the Uniform Commercial Code.

**CollectRents.** Lender shallhave the right, without notice to Grantor to take possession of and manage theProperty, and, whether or not Lender takes possession, collect the Rents,including amounts past due and unpaid, and apply the net proceeds, over andabove Lender’s costs, against the Indebtedness. In furtherance of this right,Lender may require

 

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any tenant or other user ofthe Property to make payments of rent or use fees directly to Lender. If theRents are collected by Lender, then Grantor irrevocably designates Lender asGrantor’s attorney-in-fact to endorse instruments received in payment thereofin the name of Grantor and to negotiate the same and collect the proceeds.Payments by tenants or other users to Lender in response to Lender’s demandshall satisfy the obligations for which the payments are made, whether or notany proper grounds for the demand existed. Lender may exercise its rights underthis subparagraph either in person, by agent, or through a receiver.

**AppointReceiver.** Lender shallhave the right to have a receiver appointed to take possession of all or anypart of the Property, with the power to protect and preserve the Property, tooperate the Property preceding foreclosure or sale, and to collect the Rentsfrom the Property and apply the proceeds, over and above the cost of thereceivership, against the Indebtedness. The receiver may serve without bond ifpermitted by law. Lender’s right to the appointment of a receiver shall existwhether or not the apparent value of the Property exceeds the Indebtedness by asubstantial amount. Employment by Lender shall not disqualify a person fromserving as a receiver.

**Tenancy atSufferance.** If Grantorremains in possession of the Property after the Property is sold as providedabove or Lender otherwise becomes entitled to possession of the Property upondefault of Grantor, Grantor shall become a tenant at sufferance of Lender orthe purchaser of the Property and shall, at Lender’s option, either (1) pay areasonable rental for the use of the Property, or (2) vacate the Propertyimmediately upon the demand of Lender.

**OtherRemedies.** Trustee orLender shall have any other right or remedy provided in this Deed of Trust orthe Note or by law.

**Notice ofSale.** Lender shallgive Grantor reasonable notice of the time and place of any public sale of thePersonal Property or of the time after which any private sale or other intendeddisposition of the Personal Property is to be made. Reasonable notice shallmean notice given at least ten (10) days before the time of the sale ordisposition. Notices given by Lender or Trustee under the real property foreclosureproceedings shall be deemed reasonable. Any sale of the Personal Property maybe made in conjunction with any sale of the Real Property.

**Sale of theProperty.** To theextent permitted by applicable law, Grantor hereby waives any and all rights tohave the Property marshalled. In exercising its rights and remedies, theTrustee or Lender shall be free to sell all or any part of the Propertytogether or separately, in one sale or by separate sales. Lender shall beentitled to bid at any public sale on all or any portion of the Property. Thepower of sale under this Deed of Trust shall not be exhausted by any one ormore sales (or attempts to sell) as to all or any portion of the Real Propertyremaining unsold, but shall continue unimpaired until all of the Real Propertyhas been sold by exercise of the power of sale and all Indebtedness has beenpaid in full.

**Attorneys’Fees; Expenses.** IfLender institutes any suit or action to enforce any of the terms of this Deedof Trust, Lender shall be entitled to recover such sum as the court may adjudgereasonable as attorneys’ fees at trial and upon any appeal. Whether or not anycourt action is involved, and to the extent not prohibited by law, allreasonable expenses Lender incurs that in Lender’s opinion are necessary at anytime for the protection of its

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interest or the enforcement of its rights shall becomea part of the Indebtedness payable on demand and shall bear interest at theNote rate from the date of the expenditure until repaid. Expenses covered by thisparagraph include, without limitation, however subject to any limits underapplicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whetheror not there is a lawsuit, including attorneys’ fees and expenses forbankruptcy proceedings (including efforts to modify or vacate any automaticstay or injunction), appeals, and any anticipated post-judgment collectionservices, the cost of searching records, obtaining title reports (includingforeclosure reports), surveyors’ reports, and appraisal fees, title insurance,and fees for the Trustee, to the extent permitted by applicable law. Grantoralso will pay any court costs, in addition to all other sums provided by law.Fees and expenses shall include attorneys’ fees that Lender, Trustee, or bothincur, if either or both are made parties to any action to enjoin foreclosureor to any legal proceeding that Grantor institutes. The fees and expenses aresecured by this Deed of Trust and are recoverable from the Property.

**Rights of Trustee.**Trustee shall have all of the rights and duties of Lender as set forth in thissection.

**POWERSAND OBLIGATIONS OF TRUSTEE.**The following provisions relatingto the powers and obligations of Trustee are part of this Deed of Trust:

**Powers of Trustee.**Inaddition to all powers of Trustee arising as a matter of law, Trustee shallhave the power to take the following actions with respect to the Property uponthe written request of Lender and Grantor: (a) join in preparing and filing amap or plat of the Real Property, including the dedication of streets or otherrights to the public; (b) join in granting any easement or creating anyrestriction on the Real Property; and (c) join in any subordination or otheragreement affecting this Deed of Trust or the interest of Lender under thisDeed of Trust.

**Obligations to Notify.**Trusteeshall not be obligated to notify any other party of a pending sale under anyother trust deed or lien, or of any action or proceeding in which Grantor,Lender, or Trustee shall be a party, unless the action or proceeding is broughtby Trustee.

**Trustee.** Trusteeshall meet all qualifications required for Trustee under applicable law. Inaddition to the rights and remedies set forth above, with respect to all or anypart of the Property, the Trustee shall have the right to foreclose by noticeand sale, and Lender shall have the right to foreclose by judicial foreclosure,in either case in accordance with and to the full extent provided by applicablelaw.

**Successor Trustee.**Lender, at Lender’s option, may from time to time appoint a successor Trusteeto any Trustee appointed under this Deed of Trust by an instrument executed andacknowledged by Lender and recorded in the office of the recorder of PERSHINGCounty, State of Nevada. The successor trustee, without conveyance of theProperty, shall succeed to all the title, power, and duties conferred upon theTrustee in this Deed of Trust and by applicable law. This procedure forsubstitution of Trustee shall govern to the exclusion of all other provisionsfor substitution.

**MISCELLANEOUSPROVISIONS.** The following miscellaneous provisions are a partof this Deed of Trust:

**Amendments.** ThisDeed of Trust, together with any Related Documents, constitutes the

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entire understanding and agreement of the parties asto the matters set forth in this Deed of Trust. No alteration of or amendmentto this Deed of Trust shall be effective unless given in writing and signed bythe party or parties sought to be charged or bound by the alteration oramendment.

**Annual Reports.** Ifthe Property is used for purposes other than Grantor’s residence, Grantor shallfurnish to Lender, upon request, a certified statement of net operating incomereceived from the Property during Grantor’s previous fiscal year in such formand detail as Lender shall require. “Net operating income” shall mean all cashreceipts from the Property less all cash expenditures made in connection withthe operation of the Property.

**Caption Headings.**Captionheadings in this Deed of Trust are for convenience purposes only and are not tobe used to interpret or define the provisions of this Deed of Trust.

**Merger.** There shallbe no merger of the interest or estate created by this Deed of Trust with anyother interest or estate in the Property at any time held by or for the benefitof Lender in any capacity, without the written consent of Lender.

**Governing Law. This Deed of Trustwill be governed by federal law applicable to Lender and, to the extent notpreempted by federal law, the laws of the State of Nevada without regard to itsconflicts of law provisions. This Deed of Trust has been accepted by Lender inthe State of Nevada.**

**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 [Illegible] )**

**No Waiver by Lender.**Lender shall not be deemed to have waived any rights under this Deed of Trustunless such waiver is given in writing and signed by Lender. No delay oromission on the part of Lender in exercising any right shall operate as awaiver of such right or any other right. A waiver by Lender of a provision ofthis Deed of Trust shall not prejudice or constitute a**waiver of Lender’s right otherwise todemand strict compliance with that provision or any other provision of thisDeed of Trust. No prior waiver by Lender, nor any course of dealing betweenLender and Grantor, shall constitute a waiver of any of Lender’s rights or ofany of Grantor’s obligations as to any future transactions. Whenever theconsent of Lender is required under this Deed of Trust, the granting of suchconsent by Lender in any instance shall not constitute continuing consent tosubsequent instances where such consent is required and in all cases suchconsent may be granted or withheld in the sole discretion of Lender.

**Severability.** If acourt of competent jurisdiction finds any provision of this Deed of Trust 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 this Deedof Trust. Unless otherwise required by law, the illegality, invalidity, orunenforceability of any provision of this Deed of Trust shall not affect thelegality, validity or enforceability of any other provision of this Deed ofTrust.

**Successors and Assigns.**Subject to any limitations stated in this Deed of Trust on transfer of Grantor’sinterest, this Deed of Trust shall be binding upon and inure to the benefit ofthe parties, their successors and assigns. If ownership of the Property becomesvested in a

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person other than Grantor, Lender, without notice toGrantor, may deal with Grantor’s successors with reference to this Deed ofTrust and the Indebtedness by way of forbearance or extension without releasingGrantor from the obligations of this Deed of Trust or liability under theIndebtedness.

**Time is of the Essence.**Time is of the essence in the performance of this Deed of Trust.

**Waiver of Homestead Exemption.**Grantor hereby releases and waives all rights and benefits of the homesteadexemption laws of the State of Nevada as to all Indebtedness secured by thisDeed of Trust.

**DEFINITIONS.** Thefollowing capitalized words and terms shall have the following meanings whenused in this Deed of Trust. Unless specifically stated to the contrary, allreferences to dollar amounts shall mean amounts in lawful money of the UnitedStates of America. Words and terms used in the singular shall include theplural, and the plural shall include the singular, as the context may require.Words and terms not otherwise defined in this Deed of Trust shall have themeanings attributed to such terms in the Uniform Commercial Code:

**Beneficiary.** Theword “Beneficiary” means GREAT BASIN BANK OF NEVADA, and its successors andassigns.

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

**Deed of Trust.** Thewords “Deed of Trust” mean this Deed of Trust among Grantor, Lender, andTrustee.

**Default.** The word “Default”means the Default set forth in this Deed of Trust 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.**The words “Event of Default” mean any of the events of default set forth inthis Deed of Trust in the events of default section of this Deed of Trust.

**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.**The words “Hazardous Substances” mean materials that, because of theirquantity, concentration or physical, chemical or infectious characteristics,may cause or pose a present or potential hazard to human health or theenvironment when

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improperly used, treated, stored, disposed of, generated,manufactured, transported or otherwise handled. The words “Hazardous Substances”are used in their very broadest sense and include without limitation any andall hazardous or toxic substances, materials or waste as defined by or listedunder the Environmental Laws. The term “Hazardous Substances” also includes,without limitation, petroleum and petroleum by-products or any fraction thereofand asbestos.

**Improvements.** Theword “Improvements” means all existing and future improvements, buildings, structures,mobile homes affixed on the Real Property, facilities, additions, replacementsand other construction on the Real Property.

**Indebtedness.** Theword “Indebtedness” means all principal, interest, and other amounts, costs andexpenses payable under the Note or Related Documents, together with allrenewals of, extensions of, modifications of, consolidations of andsubstitutions for the Note or Related Documents and any amounts expended oradvanced by Lender to discharge Grantor’s obligations or expenses incurred byTrustee or Lender to enforce Grantor’s obligations under this Deed of Trust,together with interest on such amounts as provided in this Deed of Trust.

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

**Note.** The word “Note”means the promissory note dated February 21, 2006, **in the original principal amount of $1,500,000.00**from Grantorto Lender, together with all renewals of, extensions of, modifications of,refinancings of, consolidations of, and substitutions for the promissory noteor agreement. **NOTICE TO GRANTOR: THE NOTECONTAINS A VARIABLE INTEREST RATE.**

**Personal Property.**The words “Personal Property” mean all equipment, fixtures, mobile homes,manufactured homes or modular homes which have not been legally acceded to thereal property in accordance with Nevada law, and other articles of personalproperty now or hereafter owned by Grantor, and now or hereafter attached oraffixed to or used in the operation of the Real Property; together with all accessions,parts, and additions to, all replacements of, and all substitutions for, any ofsuch property; and together with all proceeds (including without limitation allinsurance proceeds and refunds of premiums) from any sale or other dispositionof the Property.

**Property.** The word “Property”means collectively the Real Property and the Personal Property.

**Real Property.** Thewords “Real Property” mean the real property, interests and rights, as furtherdescribed in this Deed of Trust.

**Related Documents.**The words “Related Documents” mean all promissory notes, credit agreements,loan agreements, 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.

**Rents.** The word “Rents”means all present and future rents, revenues, income, issues, royalties,profits, and other benefits derived from the Property.

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**Trustee.** The word “Trustee”means WESTERN TITLE COMPANY INC, whose address is 401 SOUTH BRIDGE STREET,WINNEMUCCA, NV 89445 and any substitute or successor trustees.

**GRANTOR ACKNOWLEDGES HAVING READ ALLTHE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS.**

**GRANTOR:**

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

 

**CORPORATE ACKNOWLEDGMENT**
| STATE OF  | NEVADA |   | )    |   |   |
|-----------|--------|--------|------|--------|--------|
|      |   |   | ) SS |   |   |
| COUNTY OF | CLARK  |   | )    |   |   |

 

 

This instrument was acknowledged before me on FEBRUARY 20, 2006 by **TIMOTHY F LOCKINGER, Director of AWI GAMING, INC.,**as designated agent of **AWI GAMING, INC..**

| **[SEAL]**          |   | /s/ C. T. Lewis                        |   |       |
|---------------------|--------|----------------------------------------|--------|------------|
| ** **          |   | **(Signature  of notarial officer)**   |   | ** ** |
|                |   |                                   |   |       |
| **(Seal,  if any)** |   | **Notary  Public in and for State of** |   | Nevada     |   |

 

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**REQUEST FOR FULLRECONVEYANCE**(Tobe used only when obligations have been paid in full)
| To: | ** ** | , Trustee | ** ** |
|-----|------------|-----------|------------|

 

The undersigned is the legal owner and holder of allIndebtedness secured by this Deed of Trust. All sums secured by this Deed ofTrust have been fully paid and satisfied. You are hereby directed, upon paymentto you of any sums owing to you under the terms of this Deed of Trust orpursuant to any applicable statute, to cancel the Note secured by this Deed ofTrust (which is delivered to you together with this Deed of Trust), and toreconvey, without warranty, to the parties designated by the terms of this Deedof Trust, the estate now held by you under this Deed of Trust. Please mail thereconveyance and Related Documents to:
|           | ** ** | ** **     | ** ** |
|-----------|------------|----------------|------------|
| **Date:** | ** ** | ** **     | ** ** | ** ** | **Beneficiary: ** | ** ** |
|      |       | **By: **  | ** ** |
|      |       | **Its: ** | ** ** |
|           |            |                |            |  |  |  |

 

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Exhibit “A”

All that real property situate in the County ofPershing, State of Nevada, described as follows:

**PARCEL 1**

All that certain piece or parcel of land situate inPershing County, Nevada, and lying and being in the Northeast 1¤4of the Northwest 1¤4of Section 26, Township 27 North, Range 31 East, M.D.B.&M., and moreparticularly described as follows:

BEGINNING at a point on the Easterly right-of-way lineof U.S. Highway 40 which point is sixty (60) feet of and at right angles toHighway Engineer’s Station “X” 7+54.16 B.C.; said point of beginning furtherdescribed as bearing South 60° 37’ 20” East a distance of 1,543.93 feet fromthe Northwest corner of the above described Section 26; thence along saidright-of-way line South 10° 25’ 30” West a distance of 282.73 feet; thenceleaving said right-of-way line North 59° 13’ 00” East a distance of 298.53feet; thence North 30° 47°00” West a distance of 114.39 feet; thence North 79° 34’ 30” West a distance of149.22 feet more or less to the point of beginning.

**PARCEL 2**

All that certain piece or parcel of land situate inPershing County, Nevada, and lying and being in the Northeast 1¤4of the Northwest 1¤4**of Section 26, Township 27 North, Range31 East, M.D.B.&M., and more particularly described as follows:

BEGINNING at a point on the Easterly right-of-way lineof U.S. Highway 40 which point is sixty (60) feet right of and at right anglesto Highway Engineer’s Station “X” 7+54.16 B.C.; said point of beginning furtherdescribed as bearing South 60° 27’ 20” East a distance of 1,543.93 feet fromthe Northwest corner of the above described Section 26; thence from a tangentwhich bears North 10° 25’ 30” East; curving to the right along saidright-of-way line with a radius of 1,740.00 feet through an angle of 11° 27’ 46”an arc distance of 348.11 feet to a point; thence leaving said right-of-wayline South 63° 19’ 43” East a distance of 81.16 feet; thence South 63° 24’ 00”East a distance of 320.30 feet to a point on the Westerly side of the 200 footright-of-way of the Central Pacific Railway; thence South 29° 08’ 00” West adistance of 223 feet along said right-of-way to a point; thence leaving saidright-of-way line South 59°13’ 00” West a distance of 165.00 feet to a point; thence North 30° 47’ 00”West a distance of 114.39 feet; thence North 79° 34’ 30” West a distance of149.22 feet more or less to the point of beginning

**PARCEL 3**

All that certain piece or parcel of land situate inPershing County, Nevada, and lying and being in the Northeast 1¤4**of the Northwest 1¤4 of Section26, Township 27 North, Range 31 East, M.D.B.&M., and more particularlydescribed as follows:

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BEGINNING at a point on the Northerly boundary ofFourteenth Street, in the Dotta Addition to the City of Lovelock, County ofPershing, State of Nevada, where the Northwest corner of Block 57 in saidaddition bears South 59° 13’ West 127 feet; thence North 59° 15’ East 358.1feet to a point on the Westerly 200 foot right-of-way of the Central PacificRailway; thence South 29° 08’ West a distance of 209.6 feet along said Westerlyright-of-way to a point where is the intersection of said Westerly right-of-waywith the North Boundary of said Fourteenth Street; thence West 205.7 feet tothe point of beginning.

**NOTE (NRS 111.312):**Theabove metes and bounds descriptions appeared previously in that certain Deed ofTrust, recorded in the office of the County Recorder of Pershing County, Nevadaon October 17, 1984, as Document No. 139797, of Official Records.

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**AGREEMENT TO PROVIDE INSURANCE**
| **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 shadedarea are for Lender’s use only and do not limit the applicability of thisdocument to any particular loan or item. Any item above containing “***” hasbeen 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** |
|--------------|-----------------------------------------------------------------|-------------|------------------------------------------------------------------------------------------------------------------|

**INSURANCEREQUIREMENTS.**Grantor, AWI GAMING, INC. (“Grantor”),understands that insurance coverage is required in connection with theextending of a loan or the providing of other financial accommodations toGrantor by Lender. These requirements are set forth in the security documentsfor the loan. The following minimum insurance coverages must be provided on thefollowing described collateral (the “Collateral”):
| **Collateral:** | **1420  CORNELL AVENUE, LOVELOCK, NV 89419.**                                                                                                                                                                                                                                  |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **      | **Type: **Fire and extended  coverage.                                                                                                                                                                                                                                    |
| ** **      | **Amount:**Full Insurable Value.                                                                                                                                                                                                                                               |
| ** **      | **Basis:**  Replacement value.                                                                                                                                                                                                                                            |
|            | **Endorsements:** Standard  mortgagee’s clause with stipulation that coverage will not be cancelled or  diminished without a minimum of 10 days prior written notice to Lender, and  without disclaimer of the insurer’s liability for failure to give such  notice. |
|            | **Comments:**GREAT  BASIN BANK OF NEVADA TO BE SHOWN AS MORTGAGEE/LOSS PAYEE.                                                                                                                                                                                                  |
| ** **      | **Deductibles:**  $10,000 /s/ [ILLEGIBLE] TL                                                                                                                                                                                                                                   |
| ** **      | **Latest  Delivery Date: **By  the loan closing date.                                                                                                                                                                                                                     |
| ** **      | ** **                                                                                                                                                                                                                                                                     |
| **Collateral:** | **All  Furniture, Fixtures, Equipment, and Gaming Equipment.**                                                                                                                                                                                                                 |
| ** **      | **Type: **All risks, including  fire, theft and liability.                                                                                                                                                                                                                |
| ** **      | **Amount: **Full Insurable Value.                                                                                                                                                                                                                                         |
| ** **      | **Basis:**  Replacement value.                                                                                                                                                                                                                                            |
| ** **      | **Endorsements:** Lender loss  payable clause with stipulation that coverage will not be cancelled or  diminished without a minimum of 10 days prior written notice to Lender.                                                                                                 |
| ** **      | **Comments:**GREAT BASIN BANK OF NEVADA TO BE SHOWN AS LIEN HOLDER/LOSS  PAYEE.                                                                                                                                                                                                |
| ** **      | **Deductibles:**  $10,000 /s/ [ILLEGIBLE] TL                                                                                                                                                                                                                                   |
| ** **      | **Latest  Delivery Date: **By  the loan closing date.                                                                                                                                                                                                                     |

**INSURANCECOMPANY.**Grantor may obtain insurance from any insurancecompany Grantor may choose that is reasonably acceptable to Lender. Grantorunderstands that credit may not be denied solely because insurance was notpurchased through Lender.

**FLOODINSURANCE. **FloodInsurance for the Collateral securing this loan is described as follows:

**RealEstate at 1420 CORNELL AVENUE, LOVELOCK, NV 89419.**

The Collateral securing this loan is not currently locatedin an area identified as having special flood hazards. Therefore, no specialflood hazard insurance is necessary at this time. Should the Collateral at anytime be deemed to be located in an area designated by the Director of theFederal Emergency Management Agency as a special flood hazard area, Grantoragrees to obtain and maintain Federal Flood Insurance, if available, within 45days after notice is given by Lender that the Collateral is located in aspecial flood hazard area, for the full unpaid principal balance of the loanand any prior liens on the property securing the loan, up to the maximum policylimits set under the National Flood Insurance Program, or as otherwise requiredby Lender, and to maintain such insurance for the term of the loan. Floodinsurance may be purchased under the National Flood Insurance Program or fromprivate insurers.

**INSURANCEMAILING ADDRESS.**All documents and other materials relatingto insurance for this loan should be mailed, delivered or directed to thefollowing address:

**GREAT BASIN BANK INSURANCE CENTER KESLER ASSOCIATES P O BOX 4260NAPA, CA 94558**

**FAILURETO PROVIDE INSURANCE.**Grantor agrees to deliver to Lender, onthe latest delivery date stated above, proof of the required insurance asprovided above, with an effective date of February 21, 2006, or earlier.Grantor acknowledges and agrees that if Grantor fails to provide any requiredinsurance or fails to continue such insurance in force, Lender may do so atGrantor’s expense as provided in the applicable security document. The cost ofany such insurance, at the option of Lender, shall be added to the indebtednessas provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SOPURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTIONAGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSEROF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES,OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERALMAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLICLIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTSOF ANY FINANCIAL RESPONSIBILITY LAWS.

**AUTHORIZATION.**For purposes of insurance coverage on theCollateral, Grantor authorizes Lender to provide to any person (including anyinsurance agent or company) all information Lender deems appropriate, whetherregarding the Collateral, the loan or other financial accommodations, or both.

**GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OFTHIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT ISDATED FEBRUARY 21, 2006.**

**GRANTOR:**

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

 

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**FOR LENDER USE ONLYINSURANCE VERIFICATION**
|                                   |               |   |
|----------------------------------------|--------------------|--------|
| DATE:                                  |               |   | PHONE |   |
|                                   |               |   |
| AGENT’S NAME: **TO  BE OBTAINED** |               |   |
| AGENCY:                           | Marsh USA          |   |   |
| ADDRESS:                               |               |
| INSURANCE COMPANY:                     | Lexington Ins. Co. |   |
| POLICY NUMBER:                         |               |   |
| EFFECTIVE DATES:                       |               |
|                                   |
| COMMENTS:                              |               |
|                                   |
|                                        |                    |        |  |  |  |  |  |  |  |  |

**FORLENDER USE ONLYINSURANCE VERIFICATION**
|                                   |   |   |
|----------------------------------------|--------|--------|
| DATE:                                  |   |   | PHONE |   |
|                                   |   |   |
| AGENT’S NAME: **TO  BE OBTAINED** |   |   |
| AGENCY:                                |   |   |   |
| ADDRESS:                               |   |
| INSURANCE COMPANY:                     |   |
| POLICY NUMBER:                         |   |   |
| EFFECTIVE DATES:                       |   |
|                                   |
| COMMENTS:                              |   |
|                                   |
|                                        |        |        |  |  |  |  |  |  |  |  |  |

 

 

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**NOTICE OF INSURANCEREQUIREMENTS**
| **Principal** | ** ** | **Loan Date**  | ** ** | **Maturity** | ** ** | **Loan No** | ** ** | **Call / Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** |
|---------------|------------|----------------|------------|--------------|------------|-------------|------------|-----------------|------------|-------------|------------|-------------|------------|--------------|
| ** **    | ** ** | **02-21-2006** | ** ** | ** **   | ** ** | **7015103** | ** ** | **1E / 45**     | ** ** | ** **  | ** ** | **BFM**     | ** ** | ** **   |

 

References in the shadedarea are for Lender’s use only and do not limit the applicability of thisdocument to any particular loan or item. Any item above containing “***” hasbeen 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** |
|--------------|------------|-----------------------------------------------------------------|------------|-------------|------------|-----------------------------------------------------------------------------------------------------------------|

 
| **TO: ATTN: TO BE OBTAINED Marsh USA** |   | DATE: February 21, 2006 |
|----------------------------------------|--------|-------------------------|
|                                   |   |                    |

 

RE:                              PolicyNumber(s):Insurance Companies/Company:

Dear Insurance Agent:

Grantor, AWI GAMING, INC.(“Grantor”) is obtaining a loan from GREAT BASIN BANK OF NEVADA. Please sendappropriate evidence of insurance to GREAT BASIN BANK OF NEVADA, together withthe requested endorsements, on the following property, which Grantor is givingas security for the loan.
| **Collateral:** | ** ** | **1420 CORNELL AVENUE, LOVELOCK, NV 89419.**                                                                                                                                                                                                                                     |
|-----------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **      |       | **Type:******Fire and extended coverage.                                                                                                                                                                                                                                         |
| ** **      |       | **Amount:******Full Insurable Value.                                                                                                                                                                                                                                             |
| ** **      |       | **Basis:******Replacement value.                                                                                                                                                                                                                                                 |
| ** **      |       | **Endorsements:******Standard mortgagee’s clause with stipulation that  coverage will not be cancelled or diminished without a minimum of 10 days  prior written notice to Lender, and without disclaimer of the insurer’s  liability for failure to give such notice. |
| ** **      |       | **Comments:**GREAT  BASIN BANK OF NEVADA TO BE SHOWN AS MORTGAGEE/LOSS PAYEE.                                                                                                                                                                                                    |
| ** **      |       | **Deductibles:** $10,000 /s/ [Illegible] TL                                                                                                                                                                                                                                      |
| ** **      |       | **Latest Delivery Date:** By the  loan closing date.                                                                                                                                                                                                                             |
| **Collateral:** | ** ** | **All Furniture, Fixtures, Equipment, and Gaming  Equipment.**                                                                                                                                                                                                                   |
| ** **      |       | **Type:******All risks, including fire, theft and liability.                                                                                                                                                                                                                     |
| ** **      |       | **Amount:******Full Insurable Value.                                                                                                                                                                                                                                             |
| ** **      |       | **Basis:** Replacement value.                                                                                                                                                                                                                                                    |
| ** **      |       | **Endorsements:** Lender loss  payable clause with stipulation that coverage will not be cancelled or  diminished without a minimum of 10 days prior written notice to Lender.                                                                                                   |
| ** **      |       | **Comments:******GREAT BASIN BANK OF NEVADA TO BE SHOWN AS LIEN HOLDER/LOSS  PAYEE.                                                                                                                                                                                              |
| ** **      |       | **Deductibles:**$10.000  /s/ TL                                                                                                                                                                                                                                                  |
| ** **      |       | **Latest Delivery Date:** By the  loan closing date.                                                                                                                                                                                                                             |

**GRANTOR:**

**AWIGAMING, INC.**

**By :  **/s/ Timothy F. Lockinger                                                        

**TIMOTHY F LOCKlNGER, Director of AWI GAMING,INC.**

**RETURNTO:**

**            GREAT BASIN BANK INSURANCE CENTER             KESLER ASSOCIATES             P O BOX 4260             NAPA, CA 94558**

Illegible

 

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**DISBURSEMENT REQUEST ANDAUTHORIZATION**
| **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 shadedarea are for Lender’s use only and do not limit the applicability of thisdocument to any particular loan or item. Any item above containing “***” hasbeen omitted due to text length limitations.

 
| **Borrower:** | ** ** | **AWI 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** |
|---------------|------------|-----------------------------------------------------------------|------------|-------------|------------|-----------------------------------------------------------------------------------------------------------------|

**LOANTYPE.**This is a Variable Rate Nondisclosable Draw Down Lineof Credit Loan to a Corporation for $1,500,000.00 due on March 1, 2008. Thereference rate (Prime Rate as published in the Wall Street Journal. When arange of rates is published, the higher of the rates will be used, currently7.500%) is added to the margin of 2.000%, resulting in an initial rate of9.500.

**PRIMARYPURPOSE OF LOAN.**The primary purpose of this loan is for(please initial):

o**______ Personal, Family, or HouseholdPurposes or Personal Investment.**

x**______ Business (Including Real EstateInvestment).**

**SPECIFICPURPOSE.**The specific purpose of this loan is: PURCHASESTURGEONS INN & CASINO, LOVELOCK, NV.

**FLOODINSURANCE.**As reflected on Flood Map No. NOT ON MAP dated____________, for the community of Lovelock City, some of the property thatwill secure the loan is not located in an area that has been identified by theDirector of the Federal Emergency Management Agency as an area having specialflood hazards. Therefore, although flood insurance may be available for theproperty, no special flood hazard insurance protecting property not located inan area having special flood hazards is required by law for this loan at thistime.

**DISBURSEMENTINSTRUCTIONS.**Borrower understands that no loan proceeds willbe disbursed until all of Lender’s conditions for making the loan have beensatisfied. Please disburse the loan proceeds of $1,500,000.00 as follows:

| **Undisbursed Funds:** |   | $ | 1,500,000.00 |   |
|------------------------|--------|---|--------------|--------|
| **Note Principal:**    |   | $ | 1,500,000.00 |   |

**CHARGESPAID IN CASH.**Borrower has paid or will pay in cash as agreedthe following charges:

| **Prepaid Finance Charges Paid in Cash:**                                                            |   | $32,064.00 |   |
|------------------------------------------------------------------------------------------------------|--------|------------|--------|
| $30,000.00 LOAN FEE  $16.00 FLOOD CERTIFICATION FEE  $1,125.00 ESCROW FEE  $923.00 DOCUMENTATION FEE |   |       |   |

 

| **Other Charges Paid in Cash:**                                                                                                   |   | $      | 378.50    |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|--------|-----------|--------|
| $50.00 ALTA EXTENDED  LENDERS POLICY  $20.00 STATE UCC FILING  $40.00 COUNTY UCC FILING  $18.50 UCC Search  $250.00 RECORDING FEE |   |   |      |
| **Total Charges Paid in Cash:**                                                                                                   |   | $      | 32,442.50 |   |

**FINANCIALCONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TOLENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THEREHAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION ASDISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THISAUTHORIZATION IS DATED FEBRUARY 21, 2006.**

**BORROWER:**

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

 

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