**Exhibit 10.19**

 

**CHANGE IN TERMS AGREEMENT**

 
| **Principal**                                                                                                                                                                                                                                  | ** ** | **Loan Date**  | ** ** | **Maturity**   | ** ** | **Loan No** | ** ** | **Call/Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------|------------|----------------|------------|-------------|------------|---------------|------------|-------------|------------|-------------|------------|--------------|------------|
| **$1,425,000.00**                                                                                                                                                                                                                              | ** ** | **02-04-2008** | ** ** | **02-04-2013** | ** ** | **7015103** | ** ** | **1E / 45**   | ** ** | ** **  | ** ** | **CH**      | ** ** | ** **   | ** ** |
|                                                                                                                                                                                                                                           |
| References  in the boxes above are for Lender’s use only and do not limit the  applicability of this document to any particular loan or item. Any item above  containing “***” has been omitted due to text length limitations. |

 
| **Borrower:** | ** ** | **AWI GAMING, INC.**    | **Lender:** | ** **           | **GREAT BASIN BANK OF NEVADA** |
|---------------|------------|-------------------------|-------------|----------------------|--------------------------------|
| ** **    | ** ** | **P O BOX 56**          |        |                 | **FALLON OFFICE**              |
| ** **    | ** ** | **LOVELOCK , NV 89419** |        |                 | **498 W WILLIAMS AVENUE**      |
|          |       |                    |        | **FALLON, NV 89406** |

 
| **Principal Amount: $1,425,000.00** | ** ** | **Interest Rate: 8.000%** | ** ** | **Date of Agreement: February 4, 2008** |
|-------------------------------------|------------|---------------------------|------------|----------------------------------------------|

 

**DESCRIPTION OF EXISTING INDEBTEDNESS.**Promissory Notedated February 21, 2006 between Borrower and Lender in the principalamount of $1,500,000.00 and all subsequent modifications together with otherpreviously signed documents that remain in effect.

 

**DESCRIPTION OF COLLATERAL.**Borroweracknowledges this Note is secured by the following collateral described in thesecurity instrument listed herein, all the terms and conditions of which arehereby incorporated and made a part of this Agreement:

 

(A)  A Deed of Trust dated February 21,2006, Recorded February 28, 2006, Document Number 247484, to a trustee infavor of lender for all real property located at 1420 Cornell Avenue, Lovelock,Pershing County, Nevada

 

(B)   A Commercial SecurityAgreement dated February 21, 2006 between Borrower and Lender, for allFurniture, Fixtures, Equipment and all Gaming Equipment.

 

**DESCRIPTION OF CHANGE IN TERMS.**Extend maturitydate, reduce the interest rate and change to a fixed rate amortized loan. Aprepayment penalty has been added.

 

**PROMISE TO PAY. AWI GAMING, INC. (“Borrower”) promisesto pay to GREAT BASIN BANK OF NEVADA (“Lender”), or order, in lawful money ofthe United States of America, the principal amount of One Million Four HundredTwenty-five Thousand & 00/100 Dollars ($1,425,000.00), together withinterest at the rate of 8.000% per annum on the unpaid principal balance from February 4,2008, until paid in full. The interest rate may change under the terms andconditions of the “INTEREST AFTER DEFAULT” section.**

 

**PAYMENT. Borrower will pay this loan in 59 regularpayments of $12,020.61 each and one irregular last payment estimated at$1,261,506.46. Borrower’s first payment is due March 4, 2008, and allsubsequent payments are due on the same day of each month after that. Borrower’sfinal payment will be due on February 4, 2013, and will be for allprincipal and all accrued interest not yet paid. Payments include principal andinterest. Unless otherwise agreed or required by applicable law, payments willbe applied first to any late charges; then to any accrued unpaid interest; andthen to principal. Interest on this loan is computed on a 365/360 simpleinterest basis; that is, by applying the ratio of the annual interest rate overa year of 360 days, multiplied by the outstanding principal balance, multipliedby the actual number of days the principal balance is outstanding. Borrowerwill pay Lender at Lender’s address shown above or at such other place asLender may designate in writing.**

 

**PREPAYMENT PENALTY; MINIMUM INTEREST CHARGE.**Borrower agreesthat all loan fees and other prepaid finance charges are earned fully as of thedate of the loan and will not be subject to refund upon early payment (whethervoluntary or as a result of default), except as otherwise required by law. Inany event, even upon full prepayment of this Agreement, Borrower understands thatLender is entitled to a **minimum interestcharge of $15.00. Upon prepayment of this Agreement, Lender is entitled to thefollowing prepayment penalty: The Borrower may prepay up to 20% of theprincipal balance in any year without penalty. Principal prepayments in excessof that amount shall be subject to a prepayment penalty equal to 2% of theexcess amount paid the first year, 1% of the excess the second year.**Otherthan Borrower’s obligation to pay any minimum interest charge and prepaymentpenalty, Borrower may pay all or a portion of the amount owed earlier than itis due. Early payments will not, unless agreed to by Lender in writing, relieveBorrower of Borrower’s obligation to continue to make payments under thepayment schedule. Rather, early payments will reduce the principal balance dueand may result in Borrower’s making fewer payments. Borrower agrees not to sendLender payments marked “paid in full”, “without recourse”, or similar language.If Borrower sends such a payment, Lender may accept it without losing any ofLender’s rights under this Agreement, and Borrower will remain obligated to payany further amount owed to Lender. All written communications concerningdisputed amounts, including any check or other payment instrument thatindicates that the payment constitutes “payment in full” of the amount owed orthat is tendered with other conditions or limitations or as full satisfactionof a disputed amount must be mailed or delivered to: GREAT BASIN BANK OFNEVADA, P.O. BOX 2808 ELKO, NV 89803.

 

**LATE CHARGE.**If a payment is 15days or more late, Borrower will be charged **5.000%of the unpaid portion of the regularly scheduled payment or $15.00, whicheveris greater.**

 

**INTEREST AFTER DEFAULT.**Upon default, includingfailure to pay upon final maturity, the interest rate on this loan shall beincreased by 2.000 percentage points. However, in no event will the interestrate exceed the maximum interest rate limitations under applicable law.

 

**DEFAULT.**Each of thefollowing shall constitute an Event of Default under this Agreement: 

 

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

 

**Other Defaults.**Borrower fails to comply withor to perform any other term, obligation, covenant or condition contained inthis Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant orcondition contained in any other agreement between Lender and Borrower.

 

**False Statements.**Any warranty, representationor statement made or furnished to Lender by Borrower or on Borrower’s behalfunder this Agreement or the Related Documents is false or misleading in anymaterial respect, either now or at the time made or furnished or becomes falseor misleading at any time thereafter.

 

**Insolvency.**The dissolution ortermination of Borrower’s existence as a going business, the insolvency ofBorrower, the appointment of a receiver for any part of Borrower’s property,any assignment for the benefit of creditors, any type of creditor workout, orthe commencement of any proceeding under any bankruptcy or insolvency laws byor against Borrower.

 

**Creditor or Forfeiture Proceedings.**Commencement offoreclosure or forfeiture proceedings, whether by judicial proceeding,self-help, repossession or any other method, by any creditor of Borrower or byany governmental agency against any collateral securing the Indebtedness. Thisincludes a garnishment of any of Borrower’s accounts, including depositaccounts, with Lender. However, this Event of Default shall not apply if thereis a good faith dispute by Borrower as to the validity or reasonableness of theclaim which is the basis of the creditor or forfeiture proceeding and ifBorrower 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.**Any of the preceding eventsoccurs with respect to any Guarantor of any of the Indebtedness or anyGuarantor dies or becomes incompetent, or revokes or disputes the validity of,or liability under, any Guaranty of the Indebtedness evidenced by this Note.

 

**Change In Ownership.**Any change in ownership oftwenty-five percent (25%) or more of the common stock of Borrower.

 

**Adverse Change.**A material adverse changeoccurs in Borrower’s financial condition, or Lender believes the prospect ofpayment or performance of the Indebtedness is impaired.

 

**LENDER’S RIGHTS.**Upon default, Lender maydeclare the entire unpaid principal balance under this Agreement and allaccrued unpaid interest immediately due, and then Borrower will pay thatamount.

 

**ATTORNEYS’ FEES; EXPENSES.**Lender may hireor pay someone else to help collect this Agreement if Borrower does not pay.Borrower will pay Lender that amount. This includes, subject to any limitsunder applicable law, Lender’s attorneys’ fees and Lender’s legal expenses,whether or not there is a lawsuit, including attorneys’ fees, expenses forbankruptcy proceedings (including efforts to modify or vacate any automaticstay or injunction), and appeals. If not prohibited by applicable law, Borroweralso will pay any court costs, in addition to all other sums provided by law.

 

**GOVERNING LAW. This Agreement will be governed byfederal law applicable to Lender and, to the extent not preempted by federallaw, 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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**RIGHT OF SETOFF.**To the extent permitted byapplicable law, Lender reserves a right of setoff in all Borrower’s accountswith Lender (whether checking, savings, or some other account). This includesall accounts Borrower holds jointly with someone else and all accounts Borrowermay open in the future. However, this does not include any IRA or Keoghaccounts, any trust accounts for which setoff would be prohibited by law, ormonies in any accounts that were received pursuant to the federal SocialSecurity Act, including, without limitation, retirement and survivors’benefits, supplemental security income benefits and disability insurancebenefits. Borrower authorizes Lender, to the extent permitted by applicablelaw, to charge or setoff all sums owing on the indebtedness against any and allsuch accounts.

 

**COLLATERAL.**Borrower acknowledges thisAgreement is secured by the following collateral described in the securityinstrument listed herein, all the terms and conditions of which are herebyincorporated and made a part of this Agreement:

 

(A) A Deed of Trust dated February 21, 2006, Recorded February 28,2006, Document Number 247484, to a trustee in favor of lender for all realproperty located at 1420 Cornell Avenue, Lovelock, Pershing County, Nevada

 

(B) A Commercial Security Agreement dated February 21, 2006between Borrower and Lender, for all Furniture, Fixtures, Equipment and allGaming Equipment.

 

**CONTINUING VALIDITY.**Except as expressly changedby this Agreement, the terms of the original obligation or obligations,including all agreements evidenced or securing the obligation(s), remainunchanged and in full force and effect. Consent by Lender to this Agreementdoes not waive Lender’s right to strict performance of the obligation(s) aschanged, nor obligate Lender to make any future change in terms. Nothing inthis Agreement will constitute a satisfaction of the obligation(s). It is theintention of Lender to retain as liable parties all makers and endorsers of theoriginal obligation(s), including accommodation parties, unless a party isexpressly released by Lender in writing. Any maker or endorser, includingaccommodation makers, will not be released by virtue of this Agreement. If anyperson who signed the original obligation does not sign this Agreement below,then all persons signing below acknowledge that this Agreement is givenconditionally, based on the representation to Lender that the non-signing partyconsents to the changes and provisions of this Agreement or otherwise will notbe released by it. This waiver applies not only to any initial extension,modification or release, but also to all such subsequent actions.

 

**ANNUAL SUBMISSION OF FINANCIAL INFORMATION.**Borrower tofurnish Lender, as soon as available, but in no event later than sixty (60)days after the end of each fiscal year, Borrower’s Balance Sheet and IncomeStatement for the year ended satisfactory to the Lender. All Financial Reportsrequired to be provided under this agreement shall be prepared in accordancewith generally accepted accounting principles, applied on a consistent basis,and certified by Borrower as being true and correct. Within thirty (30) days ofcompletion, Borrower to furnish Lender with copies of Borrower’s and Guarantor’sTax Returns. Within thirty (30) days of Borrower’s fiscal year-end, eachGuarantor shall furnish Lender with a current Personal Financial Statement in aform satisfactory to the Lender.

 

**CHOICE OF VENUE.**If there is a lawsuit, youagree upon our request to submit to the jurisdiction of the courts of ELKOCOUNTY, State of Nevada.

 

**SUCCESSORS AND ASSIGNS.**Subject to any limitationsstated in this Agreement on transfer of Borrower’s interest, this Agreementshall be binding upon and inure to the benefit of the parties, their successorsand assigns. If ownership of the Collateral becomes vested in a person otherthan Borrower, Lender, without notice to Borrower, may deal with Borrower’ssuccessors with reference to this Agreement and the Indebtedness by way offorbearance or extension without releasing Borrower from the obligations ofthis Agreement or liability under the Indebtedness.

 

**MISCELLANEOUS PROVISIONS.**If any part of thisAgreement cannot be enforced, this fact will not affect the rest of theAgreement. Lender may delay or forgo enforcing any of its rights or remediesunder this Agreement without losing them. Borrower and any other person whosigns, guarantees or endorses this Agreement, to the extent allowed by law,waive presentment, demand for payment, and notice of dishonor. Upon any changein the terms of this Agreement, and unless otherwise expressly stated inwriting, no party who signs this Agreement, whether as maker, guarantor,accommodation maker or endorser, shall be released from liability. All suchparties agree that Lender may renew or extend (repeatedly and for any length oftime) this loan or release any party or guarantor or collateral; or impair,fail to realize upon or perfect Lender’s security interest in the collateral;and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modifythis loan without the consent of or notice to anyone other than the party withwhom the modification is made. The obligations under this Agreement are jointand several.

 

**PRIOR TO SIGNING THIS AGREEMENT. BORROWER READ AND UNDERSTOODALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THEAGREEMENT.**

 

**CHANGE IN TERMS SIGNERS:**

 

 
| **AWI GAMING, INC.** |                                                    |   |    |
|----------------------|---------------------------------------------------------|--------|---------|
|                 |                                                    |   |    |
| **By:**              |     /s/  Bruce E. Dewing            |   | **By:** |     /s/  John M. Salerno |
|                 | ** BRUCE E DEWING, President of AWI GAMING, Inc.** |   |    | ** JOHN M SALERNO, Secretary/Treasurer of AWI  GAMING,  INC.** |

 

LASER PRO Lending, Ver 5.30.00.008 Copr.Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. - NV C1\HARLAND\CFI\LPL\D20C.FC TR-10566 PR-43

 

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| State of Nevada     | }      | ** ** |
|---------------------|--------|------------|
|                |   |       |
| County of Churchill | }      |       |

 

This instrumentwas acknowledged before me on 2-8-08 by Bruce E. Dewing, who acknowledgedto me, that he is the President of AWI Gaming, Inc.

 
|   | /s/ Authorized Notary                  |   |
|--------|----------------------------------------|--------|
|   | Notary Public for the  State of Nevada |   |
|   |                                   | [Seal] |
|   | My Commission Expires  07/29/09        |   |

 

 
| State of Nevada | }      | ** ** |
|-----------------|--------|------------|
|            |   |       |
| County of Clark | }      |       |

 

This instrumentwas acknowledged before me on 2-5-08 by John M. Salerno, who acknowledgedto me, that he is the Secretary/Treasurer of AWI Gaming, Inc.

 
|   | /s/ David Lichterman                   |   |
|--------|----------------------------------------|--------|
|   | Notary Public for the  State of Nevada | [Seal] |
|   |                                   |   |
|   | My Commission Expires  06-08-08        |   |

 

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**COMMERCIAL GUARANTY**

 
| **Principal** | ** ** | **Loan Date** | ** ** | **Maturity** | ** ** | **Loan No** | ** ** | **Call / Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** | ** ** |
|---------------|------------|--------------------|------------|--------------|------------|------------------|------------|---------------------------|------------|-------------|------------|-------------|------------|--------------|------------|
| ** **    | ** ** | ** **         | ** ** | ** **   | ** ** | ** **       | ** ** | **1E / 45**               | ** ** | ** **  | ** ** | **CH**      | ** ** | ** **   | ** ** |

 

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:**  | **AWl GAMING, INC.   P O BOX 56  LOVELOCK, NV 89419**      | **Lender:** | **GREAT BASIN BANK OF NEVADA   FALLON OFFICE   498 W WILLIAMS AVENUE**

**FALLON, NV 89406** |
|----------------|------------------------------------------------------------|-------------|----------------------------------------------------------------------------------------------|
| ** **     | ** **                                                 | ** **  | ** **                                                                                   |
| **Guarantor:** | **STURGEONS, LLC   675 GRIER DRIVE   LAS VEGAS, NV 89119** | ** **  | ** **                                                                                   |

 

**CONTINUINGGUARANTEE OF PAYMENT AND PERFORMANCE.**For good and valuableconsideration, Guarantor absolutely and unconditionally guarantees full andpunctual payment and satisfaction of the Indebtedness of Borrower to Lender,and the performance and discharge of all Borrower’s obligations under the Noteand the Related Documents. This is a guaranty of payment and performance andnot of collection, so Lender can enforce this Guaranty against Guarantor evenwhen Lender has not exhausted Lender’s remedies against anyone else obligatedto pay the Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will makeany payments to Lender or its order, on demand, in legal tender of the UnitedStates of America, in same-day funds, without set-off or deduction orcounterclaim, and will otherwise perform Borrower’s obligations under the Noteand Related Documents. Under this Guaranty, Guarantor’s liability is unlimitedand Guarantor’s obligations are continuing.

 

**INDEBTEDNESS.**The word “Indebtedness” as used in this Guaranty means all ofthe principal amount outstanding from time to time and at any one or moretimes, accrued unpaid interest thereon and all collection costs and legalexpenses related thereto permitted by law, attorneys’ fees, arising from anyand all debts, liabilities and obligations of every nature or form, nowexisting or hereafter arising or acquired, that Borrower individually orcollectively or interchangeably with others, owes or will owe Lender. “Indebtedness”includes, without limitation, loans, advances, debts, overdraft indebtedness,credit card indebtedness, lease obligations, other obligations, and liabilitiesof Borrower, and any present or future judgments against Borrower, futureadvances, loans or transactions that renew, extend, modify, refinance,consolidate or substitute these debts, liabilities and obligations whether:voluntarily or involuntarily incurred; due or to become due by their terms oracceleration; absolute or contingent; liquidated or unliquidated; determined orundetermined; direct or indirect; primary or secondary in nature or arisingfrom a guaranty or surety; secured or unsecured; joint or several or joint andseveral; evidenced by a negotiable or non-negotiable instrument or writing;originated by Lender or another or others; barred or unenforceable againstBorrower for any reason whatsoever; for any transactions that may be voidablefor any reason (such as infancy, insanity, ultra vires or otherwise); andoriginated then reduced or extinguished and then afterwards increased orreinstated.

 

If Lender presently holdsone or more guaranties, or hereafter receives additional guaranties fromGuarantor, Lender’s rights under all guaranties shall be cumulative. ThisGuaranty shall not (unless specifically provided below to the contrary) affector invalidate any such other guaranties. Guarantor’s liability will be Guarantor’saggregate liability under the terms of this Guaranty and any such otherunterminated guaranties.

 

**CONTINUINGGUARANTY.**THIS IS A “CONTINUING GUARANTY” UNDER WHICHGUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE ANDSATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING ORHEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY,ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH****GUARANTOR’S OBLIGATIONS AND LIABILITYUNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALLOR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROMTIME TO TIME.

 

**DURATIONOF GUARANTY.**This Guaranty will take effect when received byLender without the necessity of any acceptance by Lender, or any notice toGuarantor or to Borrower, and will continue in full force until all theIndebtedness incurred or contracted before receipt by Lender of any notice ofrevocation shall have been fully and finally paid and satisfied and all ofGuarantor’s other obligations under this Guaranty shall have been performed infull. If Guarantor elects to revoke this Guaranty, Guarantor may only do so inwriting. Guarantor’s written notice of revocation must be mailed to Lender, bycertified mail, at Lender’s address listed above or such other place as Lendermay designate in writing. Written revocation of this Guaranty will apply onlyto advances or new Indebtedness created after actual receipt by Lender ofGuarantor’s written revocation. For this purpose and without limitation, theterm “new Indebtedness” does not include the Indebtedness which at the time ofnotice of revocation is contingent, unliquidated, undetermined or not due andwhich later becomes absolute, liquidated, determined or due. This Guaranty willcontinue to bind Guarantor for all the Indebtedness incurred by Borrower orcommitted by Lender prior to receipt of Guarantor’s written notice ofrevocation, including any extensions, renewals, substitutions or modificationsof the Indebtedness. All renewals, extensions, substitutions, and modificationsof the Indebtedness granted after Guarantor’s revocation, are contemplatedunder this Guaranty and, specifically will not be considered to be newIndebtedness. This Guaranty shall bind Guarantor’s estate as to theIndebtedness created both before and after Guarantor’s death or incapacity,regardless of Lender’s actual notice of Guarantor’s death. Subject to theforegoing, Guarantor’s executor or administrator or other legal representativemay terminate this Guaranty in the same manner in which Guarantor might haveterminated it and with the same effect. Release of any other guarantor ortermination of any other guaranty of the Indebtedness shall not affect theliability of Guarantor under this Guaranty. A revocation Lender receives fromany one or more Guarantors shall not affect the liability of any remainingGuarantors under this Guaranty. **It isanticipated that fluctuations may occur in the aggregate amount of theIndebtedness covered by this Guaranty, and Guarantor specifically acknowledgesand agrees that reductions in the amount of the Indebtedness, even to zerodollars ($0.00), prior to Guarantor’s written revocation of this Guaranty shallnot constitute a termination of this Guaranty. This Guaranty is binding uponGuarantor and Guarantor’s heirs, successors and assigns so long as any of theIndebtedness remains unpaid and even though the Indebtedness may from time totime be zero dollars ($0.00).**

 

**GUARANTOR’SAUTHORIZATION TO LENDER.**Guarantor authorizes Lender, eitherbefore or after any revocation hereof, **withoutnotice or demand and without lessening Guarantor’s liability under thisGuaranty, from time to time:**(A) prior to revocation as setforth above, to make one or more additional secured or unsecured loans toBorrower, to lease equipment or other goods to Borrower, or otherwise to extendadditional credit to Borrower; (B) to alter, compromise, renew, extend,accelerate, or otherwise change one or more times the time for payment or otherterms of the Indebtedness or any part of the Indebtedness, including increasesand decreases of the rate of interest on the Indebtedness; extensions may berepeated and may be for longer than the original loan term; (C) to takeand hold security for the payment of this Guaranty or the Indebtedness, andexchange, enforce, waive, subordinate, fail or decide not to perfect, andrelease any such security, with or without the substitution of new collateral; (D) torelease, substitute, agree not to sue, or deal with any one or more of Borrower’ssureties, endorsers, or other guarantors on any terms or in any manner Lendermay choose; (E) to determine how, when and what application of paymentsand credits shall be made on the Indebtedness; (F) to apply such securityand direct the order or manner of sale thereof, including without limitation,any nonjudicial sale permitted by the terms of the controlling securityagreement or deed of trust, as Lender in its discretion may determine; (G) tosell, transfer, assign or grant participations in all or any part of theIndebtedness; and (H) to assign or transfer this Guaranty in whole or inpart.

 

**GUARANTOR’SREPRESENTATIONS AND WARRANTIES.**Guarantor represents andwarrants to Lender that (A) no representations or agreements of any kindhave been made to Guarantor which would limit or qualify in any way the termsof this Guaranty; (B) this Guaranty is executed at Borrower’s request andnot at the request of Lender; (C) Guarantor has full power, right andauthority to enter into this Guaranty; (D) the provisions of this Guarantydo not conflict with or result in a default under any agreement or otherinstrument binding upon Guarantor and do not result in a violation of any law,regulation, court decree or order applicable to Guarantor; (E) Guarantorhas not and will not, without the prior written consent of Lender, sell, lease,assign, encumber, hypothecate, transfer, or otherwise dispose of all orsubstantially all of Guarantor’s assets, or any interest therein; (F) uponLender’s request, Guarantor will provide to Lender financial and creditinformation in form acceptable to Lender, and all such financial informationwhich currently has been, and all future financial information which will beprovided to Lender is and will be true and correct in all material respects andfairly present Guarantor’s financial condition as of the dates the financialinformation is provided; (G) no material adverse change has occurred inGuarantor’s financial condition since the date of the most recent financialstatements provided to Lender and no event has occurred which may materiallyadversely affect Guarantor’s financial condition; (H) no litigation,claim, investigation, administrative proceeding or similar action (includingthose for unpaid taxes) against Guarantor is pending or threatened; (I) Lenderhas made no representation to Guarantor as to the creditworthiness of Borrower;and (J) Guarantor has established adequate means of obtaining fromBorrower on a continuing basis information regarding Borrower’s financialcondition. Guarantor agrees to keep adequately informed from such means of anyfacts, events, or circumstances which might in any way affect Guarantor’s risksunder this

 

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** **

Guaranty, and Guarantorfurther agrees that, absent a request for information, Lender shall have noobligation to disclose to Guarantor any information or documents acquired byLender in the course of its relationship with Borrower.

 

**GUARANTOR’SFINANCIAL STATEMENTS.**Guarantor agrees to furnish Lender withthe following:

 

**AnnualStatements.**As soon as available, but in no event later thansixty (60) days after the end of each fiscal year, Guarantor’s balance sheetand income statement for the year ended, prepared by Guarantor.

 

**TaxReturns.**As soon as available, but in no event later thanthirty (30) days after the applicable filing date for the tax reporting periodended, Federal and other governmental tax returns, prepared by a taxprofessional satisfactory to Lender.

 

All financial reportsrequired to be provided under this Guaranty shall be prepared in accordancewith GAAP, applied on a consistent basis, and certified by Guarantor as beingtrue and correct.

 

**GUARANTOR’SWAIVERS.**Except as prohibited by applicable law, Guarantorwaives any right to require Lender (A) to continue lending money or toextend other credit to Borrower; (B) to make any presentment, protest,demand, or notice of any kind, including notice of any nonpayment of theIndebtedness or of any nonpayment related to any collateral, or notice of anyaction or nonaction on the part of Borrower, Lender, any surety, endorser, orother guarantor in connection with the Indebtedness or in connection with thecreation of new or additional loans or obligations; (C) to resort forpayment or to proceed directly or at once against any person, includingBorrower or any other guarantor; (D) to proceed directly against orexhaust any collateral held by Lender from Borrower, any other guarantor, orany other person; (E) to give notice of the terms, time, and place of anypublic or private sale of personal property security held by Lender fromBorrower or to comply with any other applicable provisions of the UniformCommercial Code; (F) to pursue any other remedy within Lender’s power; or (G) tocommit any act or omission of any kind, or at any time, with respect to anymatter whatsoever.

 

Guarantor also waives anyand all rights or defenses based on suretyship or impairment of collateralincluding, but not limited to, any rights or defenses arising by reason of (A) any“one action” or “anti-deficiency” law or any other law which may prevent Lenderfrom bringing any action, including a claim for deficiency, against Guarantor,before or after Lender’s commencement or completion of any foreclosure action,either judicially or by exercise of a power of sale; (B) any election ofremedies by Lender which destroys or otherwise adversely affects Guarantor’ssubrogation rights or Guarantor’s rights to proceed against Borrower forreimbursement, including without limitation, any loss of rights Guarantor maysuffer by reason of any law limiting, qualifying, or discharging theIndebtedness; (C) any disability or other defense of Borrower, of anyother guarantor, or of any other person, or by reason of the cessation of Borrower’sliability from any cause whatsoever, other than payment in full in legaltender, of the Indebtedness; (D) any right to claim discharge of theIndebtedness on the basis of unjustified impairment of any collateral for theIndebtedness; (E) any statute of limitations, if at any time any action orsuit brought by Lender against Guarantor is commenced, there is outstandingIndebtedness which is not barred by any applicable statute of limitations; or (F) anydefenses given to guarantors at law or in equity other than actual payment andperformance of the Indebtedness. If payment is made by Borrower, whethervoluntarily or otherwise, or by any third party, on the Indebtedness andthereafter Lender is forced to remit the amount of that payment to Borrower’strustee in bankruptcy or to any similar person under any federal or statebankruptcy law or law for the relief of debtors, the Indebtedness shall beconsidered unpaid for the purpose of the enforcement of this Guaranty.

 

Guarantor further waivesand agrees not to assert or claim at any time any deductions to the amountguaranteed under this Guaranty for any claim of setoff, counterclaim, counterdemand, recoupment or similar right, whether such claim, demand or right may beasserted by the Borrower, the Guarantor, or both.

 

**GUARANTOR’SUNDERSTANDING WITH RESPECT TO WAIVERS.**Guarantor warrants andagrees that each of the waivers set forth above is made with Guarantor’s fullknowledge of its significance and consequences and that, under thecircumstances, the waivers are reasonable and not contrary to public policy orlaw. If any such waiver is determined to be contrary to any applicable law orpublic policy, such waiver shall be effective only to the extent permitted bylaw or public policy.

 

**SUBORDINATIONOF BORROWER’S DEBTS TO GUARANTOR.**Guarantor agrees that theIndebtedness, whether now existing or hereafter created, shall be superior toany claim that Guarantor may now have or hereafter acquire against Borrower,whether or not Borrower becomes insolvent. Guarantor hereby expresslysubordinates any claim Guarantor may have against Borrower, upon any accountwhatsoever, to any claim that Lender may now or hereafter have againstBorrower. In the event of insolvency and consequent liquidation of the assets ofBorrower, through bankruptcy, by an assignment for the benefit of creditors, byvoluntary liquidation, or otherwise, the assets of Borrower applicable to thepayment of the claims of both Lender and Guarantor shall be paid to Lender andshall be first applied by Lender to the Indebtedness. Guarantor does herebyassign to Lender all claims which it may have or acquire against Borrower oragainst any assignee or trustee in bankruptcy of Borrower; provided however,that such assignment shall be effective only for the purpose of assuring toLender full payment in legal tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts orobligations of Borrower to Guarantor shall be marked with a legend that thesame are subject to this Guaranty and shall be delivered to Lender. Guarantoragrees, and Lender is hereby authorized, in the name of Guarantor, from time totime to file financing statements and continuation statements and to executedocuments and to take such other actions as Lender deems necessary orappropriate to perfect, preserve and enforce its rights under this Guaranty.

 

**MISCELLANEOUSPROVISIONS.**The following miscellaneous provisions are a partof this Guaranty:

 

**Amendments.**This Guaranty, together with any Related Documents,constitutes the entire understanding and agreement of the parties as to thematters set forth in this Guaranty. No alteration of or amendment to thisGuaranty shall be effective unless given in writing and signed by the party orparties sought to be charged or bound by the alteration or amendment.

 

**Attorneys’Fees; Expenses.**Guarantor agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s attorneys’ fees and Lender’slegal expenses, incurred in connection with the enforcement of this Guaranty.Lender may hire or pay someone else to help enforce this Guaranty, andGuarantor shall pay the costs and expenses of such enforcement. Costs andexpenses include Lender’s attorneys’ fees and legal expenses whether or notthere is a lawsuit, including attorneys’ fees and legal expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), appeals, and any anticipated post-judgment collection services.Guarantor also shall pay all court costs and such additional fees as may bedirected by the court.

 

**CaptionHeadings.**Caption headings in this Guaranty are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Guaranty.

 

**GoverningLaw. This Guaranty will be governed by federal law applicable to Lender and, tothe extent not preempted by federal law, the laws of the State of Nevadawithout regard to its conflicts of law provisions.**

 

**Integration.**Guarantor further agrees that Guarantor has read and fullyunderstands the terms of this Guaranty; Guarantor has had the opportunity to beadvised by Guarantor’s attorney with respect to this Guaranty; the Guarantyfully reflects Guarantor’s intentions and parol evidence is not required tointerpret the terms of this Guaranty. Guarantor hereby indemnifies and holdsLender harmless from all losses, claims, damages, and costs (including Lender’sattorneys’ fees) suffered or incurred by Lender as a result of any breach byGuarantor of the warranties, representations and agreements of this paragraph.

 

**Interpretation.**In all cases where there is more than one Borrower orGuarantor, then all words used in this Guaranty in the singular shall be deemedto have been used in the plural****wherethe context and construction so require; and where there is more than oneBorrower named in this Guaranty or when this Guaranty is executed by more thanone Guarantor, the words “Borrower” and “Guarantor” respectively shall mean alland any one or more of them. The words “Guarantor,” “Borrower,” and “Lender”include the heirs, successors, assigns, and transferees of each of them. If acourt finds that any provision of this Guaranty is not valid or should not beenforced, that fact by itself will not mean that the rest of this Guaranty willnot be valid or enforced. Therefore, a court will enforce the rest of theprovisions of****this Guaranty evenif a provision of this Guaranty may be found to be invalid or unenforceable. Ifany one or more of Borrower or Guarantor are corporations, partnerships,limited liability companies, or similar entities, it is not necessary forLender to inquire into the powers of Borrower or Guarantor or of the officers,directors, partners, managers, or other agents acting or purporting to act ontheir behalf, and any indebtedness made or created in reliance upon theprofessed exercise of such powers shall be guaranteed under this Guaranty.

 

**Notices.**Any notice required to be given under this Guaranty shall begiven in writing, and, except for revocation notices by Guarantor, shall beeffective 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 Guaranty. All revocation notices byGuarantor shall be in writing and shall be effective upon delivery to Lender asprovided in the section of this Guaranty entitled “DURATION OF GUARANTY.” Anyparty may change its address for notices under this Guaranty by giving formalwritten notice to the other parties, specifying that the purpose of the noticeis to change the party’s address. For notice purposes, Guarantor agrees to keepLender informed at all times of Guarantor’s current address. Unless otherwiseprovided or required by law, if there is more than one Guarantor, any noticegiven by Lender

 

2

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to any Guarantor isdeemed to be notice given to all Guarantors.

 

**No Waiver by Lender.**Lender shall not be deemed to have waived anyrights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the partof Lender in exercising any right shall operate as a waiver of such right orany other right. A waiver by Lender of a provision of this Guaranty shall notprejudice or constitute a waiver of Lender’s right otherwise to demand strictcompliance with that provision or any other provision of this Guaranty. Noprior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver ofany of Lender’s rights or of any of Guarantor’s obligations as to any futuretransactions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances wheresuch consent is required and in all cases such consent may be granted orwithheld in the sole discretion of Lender.

 

**Successors and Assigns.** Subject to any limitations stated in this Guarantyon transfer of Guarantor’s interest, this Guaranty shall be binding uponand inure to the benefit of the parties, their successors and assigns.

 

**DEFINITIONS.**The following capitalized words and terms shall have the followingmeanings when used in this Guaranty. Unless specifically stated to thecontrary, all references to dollar amounts shall mean amounts in lawful moneyof the United States of America. Words and terms used in the singular shall include the plural, and the plural shallinclude the singular, as the context may require. Words and terms not otherwisedefined in this Guaranty shall have the meanings attributed to suchterms in the Uniform Commercial Code:

 

**Borrower.**Theword “Borrower” means AWI GAMING, INC. and includes all co-signers andco-makers signing the Note and all their successors and assigns.

 

**GAAP.**Theword “GAAP” means generally accepted accounting principles.

 

**Guarantor.**The word “Guarantor” means everyone signing this Guaranty, includingwithout limitation STURGEONS, LLC, and in each case, any signer’s successors and assigns.

 

**Guaranty.**Theword “Guaranty” means this guaranty from Guarantor to Lender.

 

**Indebtedness. **The word “Indebtedness”means Borrower’s indebtedness to Lender as more particularly described in thisGuaranty.

 

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

 

**Note.**Theword “Note” means and includes without limitation all of Borrower’s promissorynotes and/or credit agreements evidencing Borrower’s loan obligations in favorof Lender, together with all renewals of, extensions of, modifications of,refinancings of, consolidations of and substitutions for promissorynotes or credit agreements.

 

**RelatedDocuments.**The words “Related Documents” mean all promissorynotes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements,mortgages, deeds of trust, security deeds, collateral mortgages, and all otherinstruments, agreements anddocuments, whether now or hereafter existing, executed in connection with theIndebtedness.

 

**EACHUNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THISGUARANTY AND AGREES TO ITS TERMS. INADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPONGUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THATTHE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”.NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS GUARANTY IS DATED FEBRUARY 4, 2008.**

 
| **GUARANTOR:**                                  |                                                                         |       |
|-------------------------------------------------|------------------------------------------------------------------------------|------------|
| ** **                                      |                                                                         |       |
| ** **                                      | ** **                                                                   | ** ** |
| ** **                                      | ** **                                                                   | ** ** |
| **STURGEONS, LLC**                              | ** **                                                                   | ** ** |
| ** **                                      | ** **                                                                   | ** ** |
| ** **                                      | ** **                                                                   | ** ** |
| ** **                                      | ** **                                                                   | ** ** |
| **AWI GAMING, INC., Member of  STURGEONS, LLC** | ** **                                                                   | ** ** |
| ** **                                      | ** **                                                                   | ** ** |
| ** **                                      | ** **                                                                   | ** ** |
| By:                                             |   /s/ Bruce E. Dewing                                              |       | By: |   /s/ John M. Salerno |
|                                            | **  BRUCE E. DEWING, President of AWI     GAMING, INC.** |       |   |   **John M. Salerno, Secretary**    **of AWI Gaming, INC.** |

 

**LIMITEDLIABILITY COMPANY ACKNOWLEDGMENT**

 

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** **
| State of Nevada     | }      |   |
|---------------------|--------|--------|
|                |   |   |
| County of Churchill | }      |   |

 

This instrument was acknowledged before me on 2-8-08 by Bruce E.Dewing, who acknowledged to me, that he is the President of AWI Gaming, Inc.

 
|   | /s/ Authorized Notary                 |                                                                                             |
|--------|---------------------------------------|--------------------------------------------------------------------------------------------------|
|   | Notary Public for the State of Nevada |                                                                                             |
|   |                                  |                [Seal] |
|   | My Commission Expires 07/29/09        |                                                                                             |

 

 
| State of Nevada | }      |   |
|-----------------|--------|--------|
|            |   |   |
| County of Clark | }      |   |

 

This instrument was acknowledged before me on 2-5-08 by John M.Salerno, who acknowledged to me, that he is the Secretary/Treasurer of AWIGaming, Inc.

 
|   | /s/ David Lichterman                  |                                                                                             |
|--------|---------------------------------------|--------------------------------------------------------------------------------------------------|
|   | Notary Public for the State of Nevada |                                                                                             |
|   |                                  |                [Seal] |
|   | My Commission Expires 6-8-08          |                                                                                             |

 

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** **

**COMMERCIAL GUARANTY**

 
| **Principal** | ** ** | **Loan Date** | ** ** | **Maturity** | ** ** | **Loan No** | ** ** | **Call / Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** |
|---------------|------------|--------------------|------------|--------------|------------|------------------|------------|---------------------------|------------|-------------|------------|-------------|------------|--------------|
| ** **    | ** ** | ** **         | ** ** | ** **   | ** ** | ** **       | ** ** | **1E / 45**               | ** ** | ** **  | ** ** | **CH**      | ** ** | ** **   |

 

References in the shaded area are for Lender’s use only and do notlimit the applicability of this document to any particular loan or item. Anyitem above containing “***” has been omitted due to text length limitations.

 
| **Borrower:**  | **AWl GAMING, INC.   P O BOX 56  LOVELOCK, NV 89419**                    | **Lender:** | **GREAT BASIN BANK OF NEVADA   FALLON OFFICE   498 W WILLIAMS AVENUE  FALLON, NV 89406** |
|----------------|--------------------------------------------------------------------------|-------------|------------------------------------------------------------------------------------------|
| ** **     | ** **                                                               | ** **  | ** **                                                                               |
| **Guarantor:** | **AMERICAN WAGERING, INC.   675 GRIER DRIVE   LAS VEGAS, NV 89119-3738** | ** **  | ** **                                                                               |

 

**CONTINUINGGUARANTEE OF PAYMENT AND PERFORMANCE.**For good and valuableconsideration, Guarantor absolutely and unconditionally guarantees full andpunctual payment and satisfaction of the Indebtedness of Borrower to Lender,and the performance and discharge of all Borrower’s obligations under the Noteand the Related Documents. This is a guaranty of payment and performance andnot of collection, so Lender can enforce this Guaranty against Guarantor evenwhen Lender has not exhausted Lender’s remedies against anyone else obligatedto pay the Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will makeany payments to Lender or its order, on demand, in legal tender of the UnitedStates of America, in same-day funds, without set-off or deduction orcounterclaim, and will otherwise perform Borrower’s obligations under the Noteand Related Documents. Under this Guaranty, Guarantor’s liability is unlimitedand Guarantor’s obligations are continuing.

 

**INDEBTEDNESS.**The word “Indebtedness” as used in this Guaranty means all ofthe principal amount outstanding from time to time and at any one or moretimes, accrued unpaid interest thereon and all collection costs and legalexpenses related thereto permitted by law, attorneys’ fees, arising from anyand all debts, liabilities and obligations of every nature or form, nowexisting or hereafter arising or acquired, that Borrower individually orcollectively or interchangeably with others, owes or will owe Lender. “Indebtedness”includes, without limitation, loans, advances, debts, overdraft indebtedness,credit card indebtedness, lease obligations, other obligations, and liabilitiesof Borrower, and any present or future judgments against Borrower, futureadvances, loans or transactions that renew, extend, modify, refinance,consolidate or substitute these debts, liabilities and obligations whether:voluntarily or involuntarily incurred; due or to become due by their terms oracceleration; absolute or contingent; liquidated or unliquidated; determined orundetermined; direct or indirect; primary or secondary in nature or arisingfrom a guaranty or surety; secured or unsecured; joint or several or joint andseveral; evidenced by a negotiable or non-negotiable instrument or writing;originated by Lender or another or others; barred or unenforceable againstBorrower for any reason whatsoever; for any transactions that may be voidablefor any reason (such as infancy, insanity, ultra vires or otherwise); andoriginated then reduced or extinguished and then afterwards increased orreinstated.

 

If Lender presently holdsone or more guaranties, or hereafter receives additional guaranties fromGuarantor, Lender’s rights under all guaranties shall be cumulative. ThisGuaranty shall not (unless specifically provided below to the contrary) affector invalidate any such other guaranties. Guarantor’s liability will beGuarantor’s aggregate liability under the terms of this Guaranty and any suchother unterminated guaranties.

 

**CONTINUINGGUARANTY.**THIS IS A “CONTINUING GUARANTY” UNDER WHICHGUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE ANDSATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING ORHEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY,ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH****GUARANTOR’S OBLIGATIONS AND LIABILITYUNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALLOR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROMTIME TO TIME.

 

**DURATIONOF GUARANTY.**This Guaranty will take effect when received byLender without the necessity of any acceptance by Lender, or any notice toGuarantor or to Borrower, and will continue in full force until all theIndebtedness incurred or contracted before receipt by Lender of any notice ofrevocation shall have been fully and finally paid and satisfied and all ofGuarantor’s other obligations under this Guaranty shall have been performed infull. If Guarantor elects to revoke this Guaranty, Guarantor may only do so inwriting. Guarantor’s written notice of revocation must be mailed to Lender, bycertified mail, at Lender’s address listed above or such other place as Lendermay designate in writing. Written revocation of this Guaranty will apply onlyto advances or new Indebtedness created after actual receipt by Lender ofGuarantor’s written revocation. For this purpose and without limitation, theterm “new Indebtedness” does not include the Indebtedness which at the time ofnotice of revocation is contingent, unliquidated, undetermined or not due andwhich later becomes absolute, liquidated, determined or due. This Guaranty willcontinue to bind Guarantor for all the Indebtedness incurred by Borrower orcommitted by Lender prior to receipt of Guarantor’s written notice ofrevocation, including any extensions, renewals, substitutions or modificationsof the Indebtedness. All renewals, extensions, substitutions, and modificationsof the Indebtedness granted after Guarantor’s revocation, are contemplatedunder this Guaranty and, specifically will not be considered to be new Indebtedness.This Guaranty shall bind Guarantor’s estate as to the Indebtedness created bothbefore and after Guarantor’s death or incapacity, regardless of Lender’s actualnotice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor oradministrator or other legal representative may terminate this Guaranty in thesame manner in which Guarantor might have terminated it and with the sameeffect. Release of any other guarantor or termination of any other guaranty ofthe Indebtedness shall not affect the liability of Guarantor under thisGuaranty. A revocation Lender receives from any one or more Guarantors shallnot affect the liability of any remaining Guarantors under this Guaranty. **It is anticipated that fluctuations may occur in theaggregate amount of the Indebtedness covered by this Guaranty, and Guarantorspecifically acknowledges and agrees that reductions in the amount of theIndebtedness, even to zero dollars ($0.00), prior to Guarantor’s writtenrevocation of this Guaranty shall not constitute a termination of thisGuaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs,successors and assigns so long as any of the Indebtedness remains unpaid andeven though the Indebtedness may from time to time be zero dollars ($0.00).**

 

**GUARANTOR’SAUTHORIZATION TO LENDER.** Guarantor authorizes Lender, eitherbefore or after any revocation hereof, **without notice or demandand without lessening Guarantor’s liability under this Guaranty, from time totime:** (A) prior to revocation as set forth above, to make oneor more additional secured or unsecured loans to Borrower, to lease equipmentor other goods to Borrower, or otherwise to extend additional credit toBorrower; (B) to alter, compromise, renew, extend, accelerate, orotherwise change one or more times the time for payment or other terms of theIndebtedness or any part of the Indebtedness, including increases and decreasesof the rate of interest on the Indebtedness; extensions may be repeated and maybe for longer than the original loan term; (C) to take and hold securityfor the payment of this Guaranty or the Indebtedness, and exchange, enforce,waive, subordinate, fail or decide not to perfect, and release any suchsecurity, with or without the substitution of new collateral; (D) to release,substitute, agree not to sue, or deal with any one or more of Borrower’ssureties, endorsers, or other guarantors on any terms or in any manner Lendermay choose; (E) to determine how, when and what application of paymentsand credits shall be made on the Indebtedness; (F) to apply such securityand direct the order or manner of sale thereof, including without limitation,any nonjudicial sale permitted by the terms of the controlling securityagreement or deed of trust, as Lender in its discretion may determine; (G) tosell, transfer, assign or grant participations in all or any part of theIndebtedness; and (H) to assign or transfer this Guaranty in whole or inpart.

 

**GUARANTOR’SREPRESENTATIONS AND WARRANTIES.**Guarantor represents andwarrants to Lender that (A) no representations or agreements of any kindhave been made to Guarantor which would limit or qualify in any way the termsof this Guaranty; (B) this Guaranty is executed at Borrower’s request andnot at the request of Lender; (C) Guarantor has full power, right andauthority to enter into this Guaranty; (D) the provisions of this Guarantydo not conflict with or result in a default under any agreement or otherinstrument binding upon Guarantor and do not result in a violation of any law,regulation, court decree or order applicable to Guarantor; (E) Guarantorhas not and will not, without the prior written consent of Lender, sell, lease,assign, encumber, hypothecate, transfer, or otherwise dispose of all orsubstantially all of Guarantor’s assets, or any interest therein; (F) uponLender’s request, Guarantor will provide to Lender financial and creditinformation in form acceptable to Lender, and all such financial informationwhich currently has been, and all future financial information which will beprovided to Lender is and will be true and correct in all material respects andfairly present Guarantor’s financial condition as of the dates the financialinformation is provided; (G) no material adverse change has occurred inGuarantor’s financial condition since the date of the most recent financialstatements provided to Lender and no event has occurred which may materiallyadversely affect Guarantor’s financial condition; (H) no litigation,claim, investigation, administrative proceeding or similar action (includingthose for unpaid taxes) against Guarantor is pending or threatened; (I) Lenderhas made no representation to Guarantor as to the creditworthiness of Borrower;and (J) Guarantor has established adequate means of obtaining from Borroweron a continuing basis information regarding Borrower’s financial condition.Guarantor agrees to keep adequately informed from such means of any facts,events, or circumstances which might in any way affect Guarantor’s risks underthis

 

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Guaranty, and Guarantorfurther agrees that, absent a request for information, Lender shall have noobligation to disclose to Guarantor any information or documents acquired byLender in the course of its relationship with Borrower.

 

**GUARANTOR’SFINANCIAL STATEMENTS.**Guarantor agrees to furnish Lender withthe following:

 

**AnnualStatements.**As soon as available, but in no event later thansixty (60) days after the end of each fiscal year, Guarantor’s balance sheetand income statement for the year ended, prepared by Guarantor.

 

**TaxReturns. **As soon asavailable, but in no event later than thirty (30) days after the applicablefiling date for the tax reporting period ended, Federal and other governmentaltax returns, prepared by a tax professional satisfactory to Lender.

 

All financial reportsrequired to be provided under this Guaranty shall be prepared in accordancewith GAAP, applied on a consistent basis, and certified by Guarantor as beingtrue and correct.

 

**GUARANTOR’SWAIVERS.**Except as prohibited by applicable law, Guarantorwaives any right to require Lender (A) to continue lending money or toextend other credit to Borrower; (B) to make any presentment, protest,demand, or notice of any kind, including notice of any nonpayment of theIndebtedness or of any nonpayment related to any collateral, or notice of anyaction or nonaction on the part of Borrower, Lender, any surety, endorser, orother guarantor in connection with the Indebtedness or in connection with thecreation of new or additional loans or obligations; (C) to resort forpayment or to proceed directly or at once against any person, includingBorrower or any other guarantor; (D) to proceed directly against orexhaust any collateral held by Lender from Borrower, any other guarantor, orany other person; (E) to give notice of the terms, time, and place of anypublic or private sale of personal property security held by Lender fromBorrower or to comply with any other applicable provisions of the UniformCommercial Code; (F) to pursue any other remedy within Lender’s power; or (G) tocommit any act or omission of any kind, or at any time, with respect to anymatter whatsoever.

 

Guarantor also waives anyand all rights or defenses based on suretyship or impairment of collateralincluding, but not limited to, any rights or defenses arising by reason of (A) any“one action” or “anti-deficiency” law or any other law which may prevent Lenderfrom bringing any action, including a claim for deficiency, against Guarantor,before or after Lender’s commencement or completion of any foreclosure action,either judicially or by exercise of a power of sale; (B) any election ofremedies by Lender which destroys or otherwise adversely affects Guarantor’ssubrogation rights or Guarantor’s rights to proceed against Borrower forreimbursement, including without limitation, any loss of rights Guarantor maysuffer by reason of any law limiting, qualifying, or discharging theIndebtedness; (C) any disability or other defense of Borrower, of anyother guarantor, or of any other person, or by reason of the cessation ofBorrower’s liability from any cause whatsoever, other than payment in full inlegal tender, of the Indebtedness; (D) any right to claim discharge of theIndebtedness on the basis of unjustified impairment of any collateral for theIndebtedness; (E) any statute of limitations, if at any time any action orsuit brought by Lender against Guarantor is commenced, there is outstandingIndebtedness which is not barred by any applicable statute of limitations; or (F) anydefenses given to guarantors at law or in equity other than actual payment andperformance of the Indebtedness. If payment is made by Borrower, whethervoluntarily or otherwise, or by any third party, on the Indebtedness andthereafter Lender is forced to remit the amount of that payment to Borrower’strustee in bankruptcy or to any similar person under any federal or statebankruptcy law or law for the relief of debtors, the Indebtedness shall beconsidered unpaid for the purpose of the enforcement of this Guaranty.

 

Guarantor further waivesand agrees not to assert or claim at any time any deductions to the amountguaranteed under this Guaranty for any claim of setoff, counterclaim, counterdemand, recoupment or similar right, whether such claim, demand or right may beasserted by the Borrower, the Guarantor, or both.

 

**GUARANTOR’SUNDERSTANDING WITH RESPECT TO WAIVERS.**Guarantor warrants andagrees that each of the waivers set forth above is made with Guarantor’s fullknowledge of its significance and consequences and that, under thecircumstances, the waivers are reasonable and not contrary to public policy orlaw. If any such waiver is determined to be contrary to any applicable law orpublic policy, such waiver shall be effective only to the extent permitted by lawor public policy.

 

**SUBORDINATIONOF BORROWER’S DEBTS TO GUARANTOR.**Guarantor agrees that theIndebtedness, whether now existing or hereafter created, shall be superior toany claim that Guarantor may now have or hereafter acquire against Borrower,whether or not Borrower becomes insolvent. Guarantor hereby expresslysubordinates any claim Guarantor may have against Borrower, upon any accountwhatsoever, to any claim that Lender may now or hereafter have againstBorrower. In the event of insolvency and consequent liquidation of the assetsof Borrower, through bankruptcy, by an assignment for the benefit of creditors,by voluntary liquidation, or otherwise, the assets of Borrower applicable tothe payment of the claims of both Lender and Guarantor shall be paid to Lenderand shall be first applied by Lender to the Indebtedness. Guarantor does herebyassign to Lender all claims which it may have or acquire against Borrower oragainst any assignee or trustee in bankruptcy of Borrower; provided however,that such assignment shall be effective only for the purpose of assuring toLender full payment in legal tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts orobligations of Borrower to Guarantor shall be marked with a legend that thesame are subject to this Guaranty and shall be delivered to Lender. Guarantoragrees, and Lender is hereby authorized, in the name of Guarantor, from time totime to file financing statements and continuation statements and to executedocuments and to take such other actions as Lender deems necessary orappropriate to perfect, preserve and enforce its rights under this Guaranty.

 

**MISCELLANEOUSPROVISIONS.**The following miscellaneous provisions are a partof this Guaranty:

 

**Amendments.**This Guaranty, together with any Related Documents,constitutes the entire understanding and agreement of the parties as to thematters set forth in this Guaranty. No alteration of or amendment to thisGuaranty shall be effective unless given in writing and signed by the party orparties sought to be charged or bound by the alteration or amendment.

 

**Attorneys’Fees; Expenses.**Guarantor agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s attorneys’ fees and Lender’slegal expenses, incurred in connection with the enforcement of this Guaranty.Lender may hire or pay someone else to help enforce this Guaranty, andGuarantor shall pay the costs and expenses of such enforcement. Costs andexpenses include Lender’s attorneys’ fees and legal expenses whether or notthere is a lawsuit, including attorneys’ fees and legal expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), appeals, and any anticipated post-judgment collection services.Guarantor also shall pay all court costs and such additional fees as may bedirected by the court.

 

**CaptionHeadings.**Caption headings in this Guaranty are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Guaranty.

 

**GoverningLaw. This Guaranty will be governed by federal law applicable to Lender and, tothe extent not preempted by federal law, the laws of the State of Nevadawithout regard to its conflicts of law provisions.**

 

**Integration.**Guarantor further agrees that Guarantor has read and fullyunderstands the terms of this Guaranty; Guarantor has had the opportunity to beadvised by Guarantor’s attorney with respect to this Guaranty; the Guarantyfully reflects Guarantor’s intentions and parol evidence is not required tointerpret the terms of this Guaranty. Guarantor hereby indemnifies and holdsLender harmless from all losses, claims, damages, and costs (including Lender’sattorneys’ fees) suffered or incurred by Lender as a result of any breach byGuarantor of the warranties, representations and agreements of this paragraph.

 

**Interpretation.**In all cases where there is more than one Borrower orGuarantor, then all words used in this Guaranty in the singular shall be deemedto have been used in the plural****wherethe context and construction so require; and where there is more than oneBorrower named in this Guaranty or when this Guaranty is executed by more thanone Guarantor, the words “Borrower” and “Guarantor” respectively shall mean alland any one or more of them. The words “Guarantor,” “Borrower,” and “Lender”include the heirs, successors, assigns, and transferees of each of them. If acourt finds that any provision of this Guaranty is not valid or should not beenforced, that fact by itself will not mean that the rest of this Guaranty willnot be valid or enforced. Therefore, a court will enforce the rest of theprovisions of****this Guaranty evenif a provision of this Guaranty may be found to be invalid or unenforceable. Ifany one or more of Borrower or Guarantor are corporations, partnerships,limited liability companies, or similar entities, it is not necessary forLender to inquire into the powers of Borrower or Guarantor or of the officers,directors, partners, managers, or other agents acting or purporting to act ontheir behalf, and any indebtedness made or created in reliance upon theprofessed exercise of such powers shall be guaranteed under this Guaranty.

 

**Notices.**Any notice required to be given under this Guaranty shall begiven in writing, and, except for revocation notices by Guarantor, shall beeffective 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 Guaranty. All revocation notices byGuarantor shall be in writing and shall be effective upon delivery to Lender asprovided in the section of this Guaranty entitled “DURATION OF GUARANTY.” Anyparty may change its address for notices under this Guaranty by giving formalwritten notice to the other parties, specifying that the purpose of the noticeis to change the party’s address. For notice purposes, Guarantor agrees to keepLender informed at all times of Guarantor’s current address. Unless otherwiseprovided or required by law, if there is more than one Guarantor, any noticegiven by Lender

 

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to any Guarantor isdeemed to be notice given to all Guarantors.

 

**No Waiver by Lender.**Lender shall not be deemed to have waived anyrights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the partof Lender in exercising any right shall operate as a waiver of such right orany other right. A waiver by Lenderof a provision of this Guaranty shall not prejudice or constitute a waiver of Lender’sright otherwise to demand strict compliance with that provision or anyother provision of this Guaranty. No prior waiver by Lender, nor any course ofdealing between Lender and Guarantor, shall constitute a waiver of any ofLender’s rights or of any of Guarantor’s obligations as to any futuretransactions. Whenever the consent of Lenderis required under this Guaranty, the granting of such consent by Lender in anyinstance shall not constitute continuingconsent to subsequent instances where such consent is required and in all casessuch consent may be granted or withheld in the sole discretion of Lender.

 

**Successors and Assigns.** Subject to any limitations stated in thisGuaranty on transfer of Guarantor’s interest, this Guaranty shall be bindingupon and inure to the benefit of the parties, their successors and assigns.

 

**DEFINITIONS.**The following capitalized words and terms shall have the followingmeanings when used in this Guaranty. Unless specifically stated to thecontrary, all references to dollar amounts shall mean amounts in lawful moneyof the United States of America. Words and terms used in the singular shall include the plural, and the plural shallinclude the singular, as the context may require. Words and terms not otherwisedefined in this Guaranty shall have the meanings attributed to suchterms in the Uniform Commercial Code:

 

**Borrower.**Theword “Borrower” means AWI GAMING, INC. and includes all co-signers andco-makers signing the Note and all their successors and assigns.

 

**GAAP.**Theword “GAAP” means generally accepted accounting principles.

 

**Guarantor.**The word “Guarantor” means everyone signing this Guaranty, includingwithout limitation AMERICAN WAGERING, INC., and in each case, any signer’ssuccessors and assigns.

 

**Guaranty.**The word “Guaranty” means this guaranty from Guarantor toLender.

 

**Indebtedness.**The word “Indebtedness” means Borrower’s indebtedness toLender as more particularly described in this Guaranty.

 

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

 

**Note.**Theword “Note” means and includes without limitation all of Borrower’s promissorynotes and/or credit agreements evidencing Borrower’s loan obligations in favorof Lender, together with all renewals of, extensions of, modifications of,refinancings of, consolidations of and substitutions for promissorynotes or credit agreements.

 

**RelatedDocuments.**The words “Related Documents” mean all promissorynotes, 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 hereafterexisting, executed in connection with the Indebtedness.

 

**EACHUNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THISGUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THATTHIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THISGUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THEMANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMALACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THISGUARANTY IS DATED FEBRUARY 4, 2008.**

 
| **GUARANTOR:**              |   |
|-----------------------------|--------|
|                        |   |
|                        |   |
|                        |   |
| **AMERICAN WAGERING, INC.** |   |
| ** **                  |   |
| ** **                  |   |
| By:                         |   | /s/ Victor J. Salerno |   |
|                        |   | **VICTOR J. SALERNO, President of AMERICAN  WAGERING, INC.** |   |

 

**CORPORATE ACKNOWLEDGMENT**

 
|            | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------|------------|------------|------------|------------|------------|
| STATE OF   | NEVADA     |       | )          |       |       |
| ** ** | ** ** |       | )ss        |       |       |
| COUNTY OF  | CLARK      |       | )          |       |       |

 

This instrument wasacknowledged before me on February 5, 2008 by **VICTOR J SALERNO, President of AMERICAN WAGERING, INC.**, asdesignated agent of **AMERICAN WAGERING, INC..**

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

 

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