**Exhibit10.12**

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

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

 
| **Corporation:** | **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** |
|------------------|-------------------------------------------------------------------|-------------|----------------------------------------------------------------------------------------------------------------------|

 

**I,THE UNDERSIGNED, DO HEREBY CERTIFY THAT:**

**THECORPORATION’S EXISTENCE.**The complete and correct name of theCorporation is AWI GAMING, INC. (“Corporation”). The Corporation is acorporation for profit which is, and at all times shall be, duly organized,validly existing, and in good standing under and by virtue of the laws of theState of Nevada. The Corporation is duly authorized to transact business in allother states in which the Corporation is doing business, having obtained allnecessary filings, governmental licenses and approvals for each state in whichthe Corporation is doing business. Specifically, the Corporation is, and at alltimes shall be, duly qualified as a foreign corporation in all states in whichthe failure to so qualify would have a material adverse effect on its businessor financial condition. The Corporation has the full power and authority to ownits properties and to transact the business in which it is presently engaged orpresently proposes to engage. The Corporation maintains its principal office at675 GRIER DRIVE, LAS VEGAS, NV 89119-3738. Unless the Corporation hasdesignated otherwise in writing, this is the principal office at which theCorporation keeps its books and records. The Corporation will notify Lenderprior to any change in the location of The Corporation’s state of organizationor any change in The Corporation’s name. The Corporation shall do all thingsnecessary to preserve and to keep in full force and effect its existence,rights and privileges, and shall comply with all regulations, rules,ordinances, statutes, orders and decrees of any governmental orquasi-governmental authority or court applicable to the Corporation and TheCorporation’s business activities.

**RESOLUTIONSADOPTED.**At a meeting of the Directors of the Corporation, orif the Corporation is a close corporation having no Board of Directors then ata meeting of the Corporation’s shareholders, duly called and held **on February 21, 2006,**at which a quorum waspresent and voting, or by other duly authorized action in lieu of a meeting,the resolutions set forth in this Resolution were adopted.

**OFFICER.**The following named person is an officer of AWI GAMING, INC.:
| NAMES                   | ** ** | **TITLES**   | ** ** | **AUTHORIZED** | ** **  | **ACTUAL SIGNATURES**  | ** ** |
|-------------------------|------------|--------------|------------|----------------|-------------|-----------------------------|------------|
| **TIMOTHY F LOCKINGER** | ** ** | **Director** | ** ** | **Y**          | **X ** | **/s/ Timothy F Lockinger** | ** ** |

 

**ACTIONSAUTHORIZED.**The authorized person listed above may enter intoany agreements of any nature with Lender, and those agreements will bind theCorporation. Specifically, but without limitation, the authorized person isauthorized, empowered, and directed to do the following for and on behalf ofthe Corporation:

**Borrow Money.**Toborrow, as a cosigner or otherwise, from time to time from Lender, on suchterms as may be agreed upon between the Corporation and Lender, such sum orsums of money as in his or her judgment should be borrowed, without limitation.

**Execute Notes.**Toexecute and deliver to Lender the promissory note or notes, or other evidenceof the Corporation’s credit accommodations, on Lender’s forms, at such rates ofinterest and on such terms as may be agreed upon, evidencing the sums of moneyso borrowed or any of the Corporation’s indebtedness to Lender, and also toexecute and deliver to Lender one or more renewals, extensions, modifications,refinancings, consolidations, or substitutions for one or more of the notes,any portion of the notes, or any other evidence of credit accommodations.

**Grant Security.**Tomortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber anddeliver to Lender any property now or hereafter belonging to the Corporation orin which the Corporation now or hereafter may have an interest, includingwithout limitation all of the Corporation’s real property and all of theCorporation’s personal property (tangible or intangible), as security for thepayment of any loans or credit accommodations so obtained, any promissory notesso executed (including any amendments to or modifications, renewals, andextensions of such promissory notes), or any other or further indebtedness ofthe Corporation to Lender at any time owing, however the same may be evidenced.Such property may be mortgaged, pledged, transferred, endorsed, hypothecated orencumbered at the time such loans are obtained or such indebtedness isincurred, or at any other time or times, and may be either in addition to or inlieu of any property theretofore mortgaged, pledged, transferred, endorsed,hypothecated or encumbered.

**Execute Security Documents.**Toexecute and deliver to Lender the forms of mortgage, deed of trust, pledgeagreement, hypothecation agreement, and other security agreements and financingstatements which Lender may require and which shall evidence the terms andconditions under and pursuant to which such liens and encumbrances, or any ofthem, are given; and also to execute and deliver to Lender any other writteninstruments, any chattel paper, or any other collateral, of any kind or nature,which Lender may deem necessary or proper in connection with or pertaining tothe giving of the liens and encumbrances.

**Negotiate Items.**Todraw, endorse, and discount with Lender all drafts, trade acceptances,promissory notes, or other evidences of indebtedness payable to or belonging tothe Corporation or in which the Corporation may have an interest, and either toreceive cash for the same or to cause such proceeds to be credited to the Corporation’saccount with Lender, or to cause such other disposition of the proceeds derivedtherefrom as he or she may deem advisable.

**Further Acts.**Inthe case of lines of credit, to designate additional or alternate individualsas being authorized to request advances under such lines, and in all cases, todo and perform such other acts and things, to pay any and all fees and costs,and to execute and deliver such other documents and agreements as the officermay in his or her discretion deem reasonably necessary or proper in order tocarry into effect the provisions of this Resolution.

**ASSUMEDBUSINESS NAMES.**The Corporation has filed or recorded alldocuments or filings required by law relating to all assumed business namesused by the Corporation. Excluding the name of the Corporation, the followingis a complete list of all assumed business names under which the Corporationdoes business:  **None.**

**NOTICESTO LENDER.**The Corporation will promptly notify Lender inwriting at Lender’s address shown above (or such other addresses as Lender maydesignate from time to time) prior to any (A) change in the Corporation’s name;(B) change in the Corporation’s assumed business name(s); (C) change in themanagement of the Corporation; (D) change in the authorized signer(s); (E)change in the Corporation’s principal office address; (F) change in theCorporation’s state of organization; (G) conversion of the Corporation to a newor different type of business entity; or (H) change in any other aspect of theCorporation that directly or indirectly relates to any agreements between theCorporation and Lender. No change in the Corporation’s name or state oforganization will take effect until after Lender has received notice.

**CERTIFICATIONCONCERNING OFFICERS AND RESOLUTIONS.**The officer named aboveis duly elected, appointed, or employed by or for the Corporation, as the casemay be, and occupies the position set opposite his or her respective name. ThisResolution now stands of record on the books of the Corporation, is in fullforce and effect, and has not been modified or revoked in any mannerwhatsoever.

**NOCORPORATE SEAL.**The Corporation has no corporate seal, andtherefore, no seal is affixed to this Resolution.

**CONTINUINGVALIDITY.**Any and all acts authorized pursuant to thisResolution and performed prior to the passage of this Resolution are herebyratified and approved. This Resolution shall be continuing, shall remain infull force and effect and Lender may rely on it until written notice of itsrevocation shall have been delivered to and received by Lender at Lender’saddress shown above (or such addresses as Lender may designate from time totime). Any such notice shall not affect any of the Corporation’s agreements orcommitments in effect at the time notice is given.

**INTESTIMONY WHEREOF, I have hereunto set my hand.**

**Ihave read all the provisions of this Resolution, and I personally and on behalfof the Corporation certify that all statements and representations made in thisResolution are true and correct. This Corporate Resolution to Borrow / GrantCollateral is dated February 21, 2006.**

----

 
|            | **CERTIFIED TO AND ATTESTED BY:** |
|------------|-----------------------------------|
| ** ** | ** **                        |
| ** ** | ** **                        |
| ** ** | **X**                             | ** ** | /s/ Timothy F. Lockinger |
| ** ** | ** **                        | ** ** | **TIMOTHY F  LOCKINGER, Director of AWI GAMING, INC** |

 

 

NOTE: If the officersigning this Resolution is designated by the foregoing document as one of theofficers authorized to act on the Corporation’s behalf, it is advisable to havethis Resolution signed by at least one non-authorized officer of theCorporation.

2

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

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

 
| **Borrower:**    | **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** |
|------------------|--------------------------------------------------------------------------|-------------|----------------------------------------------------------------------------------------------------------------------|
| ** **       | ** **                                                               | ** **  | ** **                                                                                                           |
| **Corporation:** | **AMERICAN WAGERING, INC.   675 GRIER DRIVE   LAS VEGAS, NV 89119-3738** | ** **  | ** **                                                                                                           |

** **

**I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:**

**THECORPORATION’S EXISTENCE.**The complete and correct name of theCorporation is AMERICAN WAGERING, INC. (“Corporation”). The Corporation is acorporation for profit which is, and at all times shall be, duly organized,validly existing, and in good standing under and by virtue of the laws of theState of Nevada. The Corporation is duly authorized to transact business in allother states in which the Corporation is doing business, having obtained allnecessary filings, governmental licenses and approvals for each state in whichthe Corporation is doing business. Specifically, the Corporation is, and at alltimes shall be, duly qualified as a foreign corporation in all states in whichthe failure to so qualify would have a material adverse effect on its businessor financial condition. The Corporation has the full power and authority to ownits properties and to transact the business in which it is presently engaged orpresently proposes to engage. The Corporation maintains its principal office at675 GRIER DRIVE, LAS VEGAS, NV 89119-3738. Unless the Corporation hasdesignated otherwise in writing, this is the principal office at which theCorporation keeps its books and records. The Corporation will notify Lenderprior to any change in the location of The Corporation’s state of organizationor any change in The Corporation’s name. The Corporation shall do all thingsnecessary to preserve and to keep in full force and effect its existence,rights and privileges, and shall comply with all regulations, rules,ordinances, statutes, orders and decrees of any governmental orquasi-governmental authority or court applicable to the Corporation and TheCorporation’s business activities.

**RESOLUTIONSADOPTED.**At a meeting of the Directors of the Corporation, orif the Corporation is a close corporation having no Board of Directors then ata****meeting of the Corporation’sshareholders, duly called and held **onFebruary 21, 2006,**at which a quorum was present and voting, or byother duly authorized action in lieu of a meeting, the resolutions set forth inthis Resolution were adopted.

**OFFICER.**The following named person is an officer of AMERICAN WAGERING, INC.:
| NAMES                | ** ** | **TITLES**    | ** ** | **AUTHORIZED** | ** **  | **ACTUAL SIGNATURES** | ** ** |
|----------------------|------------|---------------|------------|----------------|-------------|----------------------------|------------|
| **VICTOR J SALERNO** | ** ** | **President** | ** ** | **Y**          | **X ** | **/s/ Victor J. Salerno**  | ** ** |

**ACTIONSAUTHORIZED.**The authorized person listed above may enter intoany agreements of any nature with Lender, and those agreements will bind theCorporation. Specifically, but without limitation, the authorized person isauthorized, empowered, and directed to do the following for and on behalf ofthe Corporation:

**Guaranty.**Toguarantee or act as surety for loans or other financial accommodations toBorrower from Lender on such guarantee or surety terms as may be agreed uponbetween the officer of the Corporation and Lender and in such sum or sums ofmoney as in his or her judgment should be guaranteed or assured, (the “Guaranty”).

**Grant Security.**Tomortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber anddeliver to Lender any property now or hereafter belonging to the Corporation orin which the Corporation now or hereafter may have an interest, includingwithout limitation all of the Corporation’s real property and all of theCorporation’s personal property (tangible or intangible), as security for theGuaranty, and as a security for the payment of any loans, any promissory notes,or any other or further indebtedness of AWI GAMING, INC. to Lender at any timeowing, however the same may be evidenced. Such property may be mortgaged,pledged, transferred, endorsed, hypothecated or encumbered at the time suchloans are obtained or such indebtedness is incurred, or at any other time ortimes, and may be either in addition to or in lieu of any property theretoforemortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Theprovisions of this Resolution authorizing or relating to the pledge, mortgage,transfer, endorsement, hypothecation, granting of a security interest in, or inany way encumbering, the assets of the Corporation shall include, withoutlimitation, doing so in order to lend collateral security for the indebtedness,now or hereafter existing, and of any nature whatsoever, of AWI GAMING, INC. toLender. The Corporation has considered the value to itself of lendingcollateral in support of such indebtedness, and the Corporation represents toLender that the Corporation is benefited by doing so.

**Execute Security Documents.**Toexecute and deliver to Lender the forms of mortgage, deed of trust, pledgeagreement, hypothecation agreement, and other security agreements and financingstatements which Lender may require and which shall evidence the terms andconditions under and pursuant to which such liens and encumbrances, or any ofthem, are given; and also to execute and deliver to Lender any other writteninstruments, any chattel paper, or any other collateral, of any kind or nature,which Lender may deem necessary or proper in connection with or pertaining tothe giving of the liens and encumbrances.

**Further Acts.**To doand perform such other acts and things and to execute and deliver such otherdocuments and agreements as the officer may in his or her discretion deemreasonably necessary or proper in order to carry into effect the provisions ofthis Resolution.

**ASSUMEDBUSINESS NAMES.**The Corporation has filed or recorded alldocuments or filings required by law relating to all assumed business namesused by the Corporation. Excluding the name of the Corporation, the followingis a complete list of all assumed business names under which the Corporationdoes business:  **None.**

**NOTICESTO LENDER.**The Corporation will promptly notify Lender inwriting at Lender’s address shown above (or such other addresses as Lender maydesignate from time to time) prior to any (A) change in the Corporation’s name;(B) change in the Corporation’s assumed business name(s); (C) change in themanagement of the Corporation; (D) change in the authorized signer(s); (E)change in the Corporation’s principal office address; (F) change in theCorporation’s state of organization; (G) conversion of the Corporation to a newor different type of business entity; or (H) change in any other aspect of theCorporation that directly or indirectly relates to any agreements between theCorporation and Lender. No change in the Corporation’s name or state oforganization will take effect until after Lender has received notice.

**CERTIFICATIONCONCERNING OFFICERS AND RESOLUTIONS.**The officer named aboveis duly elected, appointed, or employed by or for the Corporation, as the casemay be, and occupies the position set opposite his or her respective name. ThisResolution now stands of record on the books of the Corporation, is in fullforce and effect, and has not been modified or revoked in any mannerwhatsoever.

**NOCORPORATE SEAL.**The Corporation has no corporate seal, andtherefore, no seal is affixed to this Resolution.

**CONTINUINGVALIDITY.**Any and all acts authorized pursuant to thisResolution and performed prior to the passage of this Resolution are herebyratified and approved. This Resolution shall be continuing, shall remain infull force and effect and Lender may rely on it until written notice of itsrevocation shall have been delivered to and received by Lender at Lender’s addressshown above (or such addresses as Lender may designate from time to time). Anysuch notice shall not affect any of the Corporation’s agreements or commitmentsin effect at the time notice is given.

**INTESTIMONY WHEREOF, I have hereunto set my hand.**

**Ihave read all the provisions of this Resolution, and I personally and on behalfof the Corporation certify that all statements and representations made in thisResolution are true and correct. This Corporate Resolution to Grant Collateral/ Guarantee is dated February 21, 2006.**

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|        | **CERTIFIED TO AND ATTESTED BY:** |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | **X**                             | ** ** | /s/ Victor J. Salerno |
|   | ** **                        | ** ** | **VICTOR J  SALERNO, President of AMERICAN WAGERING, INC.** |

 

 

NOTE: If the officersigning this Resolution is designated by the foregoing document as one of theofficers authorized to act on the Corporation’s behalf, it is advisable to havethis Resolution signed by at least one non-authorized officer of theCorporation.

2

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**LIMITEDLIABILITY COMPANY RESOLUTION TO GRANT COLLATERAL / GUARANTEE**
| **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 theshaded area are for Lender’s use only and do not limit the applicability ofthis document to any particular loan or item. Any item above containing “***”has been 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** |
|---------------|-------------------------------------------------------------------|-------------|----------------------------------------------------------------------------------------------------------------------|
| ** **    | ** **                                                        | ** **  | ** **                                                                                                           |
| **Company:**  | **STURGEONS, LLC 675 GRIER DRIVE   LAS VEGAS, NV 89119**          | ** **  | ** **                                                                                                           |

 

**I, THEUNDERSIGNED, DO HEREBY CERTIFY THAT:**

**THE COMPANY’S EXISTENCE.** The complete and correct name of the Companyis STURGEONS, LLC (“Company”). The Company is a limited liability company whichis, and at all times shall be, duly organized, validly existing, and in goodstanding under and by virtue of the laws of the State of Nevada. The Company isduly authorized to transact business in all other states in which the Companyis doing business, having obtained all necessary filings, governmental licensesand approvals for each state in which the Company is doing business.Specifically, the Company is, and at all times shall be, duly qualified as aforeign limited liability company in all states in which the failure to soqualify would have a material adverse effect on its business or financialcondition. The Company has the full power and authority to own its propertiesand to transact the business in which it is presently engaged or presentlyproposes to engage. The Company maintains an office at 1420 CORNELL AVENUE,LOVELOCK, NV 89419. Unless the Company has designated otherwise in writing, theprincipal office is the office at which the Company keeps its books andrecords. The Company will notify Lender prior to any change in the location ofThe Company’s state of organization or any change in The Company’s name. TheCompany shall do all things necessary to preserve and to keep in full force andeffect its existence, rights and privileges, and shall comply with allregulations, rules, ordinances, statutes, orders and decrees of anygovernmental or quasi-governmental authority or court applicable to the Companyand The Company’s business activities.

**RESOLUTIONS ADOPTED.** At a meeting of the members of the Company,duly called and held on **February 21, 2006**,at which a quorum was present and voting, or by other duly authorized action inlieu of a meeting, the resolutions set forth in this Resolution were adopted.

**MANAGER**. The following named entity is a manager of STURGEONS, LLC:
| NAMES                | ** ** | **TITLES** | ** ** | **AUTHORIZED** | ** ** | **ACTUAL SIGNATURES** | ** ** |
|----------------------|------------|------------|------------|----------------|------------|----------------------------|------------|
| **AWI GAMING, INC.** | ** ** | ** ** | ** ** | **Y**          |       |                       |       |

**ACTIONS AUTHORIZED.** The authorized entity listed above may enterinto any agreements of any nature with Lender, and those agreements will bindthe Company. Specifically, but without limitation, the authorized entity isauthorized, empowered, and directed to do the following for and on behalf ofthe Company:

**Guaranty.** Toguarantee or act as surety for loans or other financial accommodations toBorrower from Lender on such guarantee or surety terms as may be agreed uponbetween the manager of the Company and Lender and in such sum or sums of moneyas in its judgment should be guaranteed or assured, (the “Guaranty”).

**Grant Security****.** To mortgage, pledge, transfer, endorse,hypothecate, or otherwise encumber and deliver to Lender any property now orhereafter belonging to the Company or in which the Company now or hereafter mayhave an interest, including without limitation all of the Company’s realproperty and all of the Company’s personal property (tangible or intangible),as security for the Guaranty, and as a security for the payment of any loans,any promissory notes, or any other or further indebtedness of AWI GAMING, INC.to Lender at any time owing, however the same may be evidenced. Such propertymay be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered atthe time such loans are obtained or such indebtedness is incurred, or at anyother time or times, and may be either in addition to or in lieu of anyproperty theretofore mortgaged, pledged, transferred, endorsed, hypothecated orencumbered. The provisions of this Resolution authorizing or relating to thepledge, mortgage, transfer, endorsement, hypothecation, granting of a securityinterest in, or in any way encumbering, the assets of the Company shallinclude, without limitation, doing so in order to lend collateral security forthe indebtedness, now or hereafter existing, and of any nature whatsoever, ofAWI GAMING, INC. to Lender. The Company has considered the value to itself oflending collateral in support of such indebtedness, and the Company representsto Lender that the Company is benefited by doing so.

**ExecuteSecurity Documents.** Toexecute and deliver to Lender the forms of mortgage, deed of trust, pledgeagreement, hypothecation agreement, and other security agreements and financingstatements which Lender may require and which shall evidence the terms andconditions under and pursuant to which such liens and encumbrances, or any ofthem, are given; and also to execute and deliver to Lender any other writteninstruments, any chattel paper, or any other collateral, of any kind or nature,which Lender may deem necessary or proper in connection with or pertaining tothe giving of the liens and encumbrances.

**FurtherActs.** To do and perform such other acts and things andto execute and deliver such other documents and agreements as the manager mayin its discretion deem reasonably necessary or proper in order to carry intoeffect the provisions of this Resolution.

**ASSUMED BUSINESS NAMES.** The Company has filed or recorded alldocuments or filings required by law relating to all assumed business namesused by the Company. Excluding the name of the Company, the following is acomplete list of all assumed business names under which the Company doesbusiness:
| Assumed Business Name | ** ** | **Filing Location** | ** ** | **Date**   | ** ** |
|---------------------------------|------------|--------------------------|------------|------------|------------|
| **STURGEONS INN AND CASINO**    | ** ** | ** **               | ** ** | ** ** | ** ** |

**NOTICES TO LENDER.** The Company will promptly notify Lender inwriting at Lender’s address shown above (or such other addresses as Lender maydesignate from time to time) prior to any (A) change in the Company’s name; (B)change in the Company’s assumed business name(s); (C) change in the managementor in the Managers of the Company; (D) change in the authorized signer(s); (E)change in the Company’s principal office address; (F) change in the Company’sstate of organization; (G) conversion of the Company to a new or different typeof business entity; or (H) change in any other aspect of the Company thatdirectly or indirectly relates to any agreements between the Company andLender. No change in the Company’s name or state of organization will takeeffect until after Lender has received notice.

**CERTIFICATION CONCERNING MANAGERS AND RESOLUTIONS.** The manager named above is duly elected,appointed, or employed by or for the Company, as the case may be, and occupiesthe position set opposite its respective name. This Resolution now stands ofrecord on the books of the Company, is in full force and effect, and has notbeen modified or revoked in any manner whatsoever.

**CONTINUING VALIDITY.** Any and all acts authorized pursuant to thisResolution and performed prior to the passage of this Resolution are herebyratified and approved. This Resolution shall be continuing, shall remain infull force and effect and Lender may rely on it until written notice of itsrevocation shall have been delivered to and received by Lender at Lender’saddress shown above (or such addresses as Lender may designate from time totime). Any such notice shall not affect any of the Company’s agreements orcommitments in effect at the time notice is given.

**IN TESTIMONY WHEREOF, I have hereunto set my hand.**

**I have read all the provisions of this Resolution, andI personally and on behalf of the Company certify that all statements andrepresentations made in this Resolution are true and correct. This LimitedLiability Company Resolution to Grant Collateral / Guarantee is dated February21, 2006.**

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|        | **CERTIFIED TO AND ATTESTED BY:**               |
|--------|-------------------------------------------------|
|   | ** **                                      |
|   | ** **                                      |
|   | ** **                                      |
|   | **AWI GAMING, INC., Member of  STURGEONS, LLC** |
|   | ** **                                      |
|   | ** **                                      |
|   | By:                                             |   | /s/ Timothy F. Lockinger |
|   |                                            |   | **TIMOTHY F LOCKINGER, Director of  AWI GAMING, INC.** |

 

 

NOTE:  If the manager signing this Resolution isdesignated by the foregoing document as one of the managers authorized to acton the Company’s behalf, it is advisable to have this Resolution signed by atleast one non-authorized manager of the Company.

2

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

 

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

 
| **Corporation:** | **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** |
|------------------|-----------------------------------------------------------------|-------------|------------------------------------------------------------------------------------------------------------------|

 

**I, THEUNDERSIGNED, DO HEREBY CERTIFY THAT:**

**ORGANIZATION.** The Corporation is a corporation forprofit which is, and at all times shall be, duly organized, validly existing,and in good standing under and by virtue of the laws of the State of Nevada.The Corporation is duly authorized to transact business in all other states inwhich the Corporation is doing business, having obtained all necessary filings,governmental licenses and approvals for each state in which the Corporation isdoing business. Specifically, the Corporation is, and at all times shall be,duly qualified as a foreign corporation in all states in which the failure toso qualify would have a material adverse effect on its business or financialcondition. The Corporation has the full power and authority to own itsproperties and to transact the business in which it is presently engaged orpresently proposes to engage. The Corporation maintains its principal office at675 GRIER DRIVE, LAS VEGAS, NV 89119-3738. Unless the Corporation hasdesignated otherwise in writing, this is the principal office at which theCorporation keeps its books and records including its records concerning theCollateral. The Corporation will notify Lender prior to any change in thelocation of The Corporation’s state of organization or any change in TheCorporation’s name. The Corporation shall do all things necessary to preserveand to keep in full force and effect its existence, rights and privileges, andshall comply with all regulations, rules, ordinances, statutes, orders anddecrees of any governmental or quasi-governmental authority or court applicableto the Corporation and The Corporation’s business activities.

**RELATIONSHIPTO GRANTOR AND GUARANTOR.** The Corporation is a Member in **STURGEONS,LLC** , **STURGEONS, LLC** hasagreed to guaranty, and has agreed to grant collateral for a loan or loans andother financial accommodations from Lender, including those which may bedescribed on any exhibit or schedule attached to this Resolution. TheCorporation has considered the value to itself of **STURGEONS,LLC** guarantying suchloans or financial accommodations and granting the collateral.

**AUTHORIZATIONTO BE A MEMBER.** TheCorporation is authorized to be and become a Member in the Limited LiabilityCompany named **STURGEONS, LLC**, whose office is at1420 CORNELL AVENUE, LOVELOCK , NV 89419.

**RESOLUTIONSADOPTED.** At ameeting of the Directors of the Corporation, or if the Corporation is a closecorporation having no Board of Directors then at a meeting of the Corporation’sshareholders, duly called and held on **February 21, 2006,**at which a quorum was present and voting, or by other duly authorizedaction in lieu of a meeting, the resolutions set forth in this Resolution wereadopted.

**OFFICER.** The following named person is anofficer of AWI GAMING, INC.:

 
| NAMES                   | ** ** | **TITLES**   | ** ** | **AUTHORIZED** | ** ** | **ACTUAL SIGNATURES**        |
|-------------------------|------------|--------------|------------|----------------|------------|------------------------------|
| **TIMOTHY F LOCKINGER** | ** ** | **Director** | ** ** | **Y**          | **X**      | **/s/ Timothy F. Lockinger** |

**ACTIONSAUTHORIZED.** Theauthorized person listed above may enter into any agreements of any nature withLender, and those agreements will bind the Corporation. Specifically, butwithout limitation, the authorized person is authorized, empowered, and directedto do the following for and on behalf of the Corporation:

**Execute Documents.** To execute and deliver to Lender theform of Limited Liability Company Resolution and other loan documents submittedby Lender, confirming the nature and existence of STURGEONS, LLC , includingthe Corporation’s participation in STURGEONS, LLC as a Member, and evidencingthe terms of the loan from Lender to STURGEONS, LLC .

**Authorize Officers.**To authorize other officers or employees of the Corporation, from time to time,to act in his or her stead or as his or her successors on behalf of theCorporation as Member in STURGEONS, LLC .

**Further Acts.** To do and perform such other acts andthings and to execute and deliver such other documents and agreements as theofficer may in his or her discretion deem reasonably necessary or proper inorder to carry into effect the provisions of this Resolution.

**NOTICESTO LENDER.** TheCorporation will promptly notify Lender in writing at Lender’s address shownabove (or such other addresses as Lender may designate from time to time) priorto any (A) change in the Corporation’s name; (B) change in the Corporation’sassumed business name(s); (C) change in the management of the Corporation; (D)change in the authorized signer(s); (E) change in the Corporation’s principaloffice address; (F) change in the Corporation’s state of organization; (G)conversion of the Corporation to a new or different type of business entity; or(H) change in any other aspect of the Corporation that directly or indirectly relatesto any agreements between the Corporation and Lender. No change in theCorporation’s name or state of organization will take effect until after Lenderhas received notice.

**PARTICIPATIONAUTHORIZED.** TheCorporation’s participation in STURGEONS, LLC as a Member and the execution,delivery, and performance of the documents described herein have been dulyauthorized by all necessary action by the Corporation and do not conflict with,result in a violation of, or constitute a default under (A) any provision ofits articles of incorporation, bylaws, or any agreement or other instrumentbinding upon the Corporation or (B) any law, governmental regulation, courtdecree, or order applicable to the Corporation.

**CERTIFICATIONCONCERNING OFFICERS AND RESOLUTIONS.** The officer named above is duly elected, appointed, or employedby or for the Corporation, as the case may be, and occupies the position setopposite his or her respective name. This Resolution now stands of record onthe books of the Corporation, is in full force and effect, and has not beenmodified or revoked in any manner whatsoever.

**NOCORPORATE SEAL.** TheCorporation has no corporate seal, and therefore, no seal is affixed to thisResolution.

**CONTINUINGVALIDITY.** Anyand all acts authorized pursuant to this Resolution and performed prior to thepassage of this Resolution are hereby ratified and approved. This Resolutionshall be continuing, shall remain in full force and effect and Lender may relyon it until written

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notice of its revocationshall have been delivered to and received by Lender at Lender’s address shownabove (or such addresses as Lender may designate from time to time). Any suchnotice shall not affect any of the Corporation’s agreements or commitments ineffect at the time notice is given.

**INTESTIMONY WHEREOF, I have hereunto set my hand.**

**Ihave read all the provisions of this Resolution, and I personally and on behalfof the Corporation certify that all statements and representations made in thisResolution are true and correct. This Resolution of Corporate LLC Member isdated February 21, 2006.**
|            | ** ** | **CERTIFIED TO AND ATTESTED BY:** |
|------------|------------|-----------------------------------|
|       |       | **X**                             | /s/ Timothy F. Lockinger |
| ** ** | ** ** | ** **                        | **TIMOTHY  F. LOCKINGER, Director of AWI GAMING, INC.** |

 

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

References in theshaded area are for Lender’s use only and do not limit the applicability ofthis document to any particular loan or item. Any item above containing “***”has been 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** |
|---------------|-------------------------------------------------------------------|-------------|-----------------------------------------------------------------------------------------------------------------------|

 

**THISBUSINESS LOAN AGREEMENT dated February 21, 2006, is made and executed betweenAWI GAMING, INC. (“Borrower”) and GREAT BASIN BANK OF NEVADA (“Lender”) on thefollowing terms and conditions. Borrower has received prior commercial loansfrom Lender or has applied to Lender for a commercial loan or loans or otherfinancial accommodations, including those which may be described on any exhibitor schedule attached to this Agreement (“Loan”). Borrower understands andagrees that: (A) in granting, renewing, or extending any Loan, Lender isrelying upon Borrower’s representations, warranties, and agreements as setforth in this Agreement; (B) the granting, renewing, or extending of any Loanby Lender at all times shall be subject to Lender’s sole judgment anddiscretion; and (C) all such Loans shall be and remain subject to the terms andconditions of this Agreement.**

**TERM.**This Agreement shall be effective as of February 21, 2006, and shall continuein full force and effect until such time as all of Borrower’s Loans in favor ofLender have been paid in full, including principal, interest, costs, expenses,attorneys’ fees, and other fees and charges, or until such time as the partiesmay agree in writing to terminate this Agreement.

**CONDITIONSPRECEDENT TO EACH ADVANCE.** Lender’s obligation to make theinitial Advance and each subsequent Advance under this Agreement shall besubject to the fulfillment to Lender’s satisfaction of all of the conditionsset forth in this Agreement and in the Related Documents.

**Loan Documents.**Borrower shall provide to Lender the following documents for the Loan: (1) theNote; (2) Security Agreements granting to Lender security interests in theCollateral; (3) financing statements and all other documents perfecting Lender’sSecurity Interests; (4) evidence of insurance as required below; (5)guaranties; (6) together with all such Related Documents as Lender may requirefor the Loan; all in form and substance satisfactory to Lender and Lender’scounsel.

**Borrower’s Authorization.**Borrower shall have provided in form and substance satisfactory to Lenderproperly certified resolutions, duly authorizing the execution and delivery ofthis Agreement, the Note and the Related Documents. In addition, Borrower shallhave provided such other resolutions, authorizations, documents and instrumentsas Lender or its counsel, may require.

**Payment of Fees and Expenses.**Borrower shall have paid to Lender all fees, charges, and other expenses whichare then due and payable as specified in this Agreement or any RelatedDocument.

**Representations and Warranties.**The representations and warranties set forth in this Agreement, in the RelatedDocuments, and in any document or certificate delivered to Lender under thisAgreement are true and correct.

**No Event of Default.**There shall not exist at the time of any Advance a condition which wouldconstitute an Event of Default under this Agreement or under any RelatedDocument.

**REPRESENTATIONSAND WARRANTIES.**Borrower represents and warrants to Lender,as of the date of this Agreement, as of the date of each disbursement of loanproceeds, as of the date of any renewal, extension or modification of any Loan,and at all times any Indebtedness exists:

**Organization.**Borrower is a corporation for profit which is, and at all times shall be, dulyorganized, validly existing, and in good standing under and by virtue of thelaws of the State of Nevada. Borrower is duly authorized to transact businessin all other states in which Borrower is doing business, having obtained allnecessary filings, governmental licenses and approvals for each state in whichBorrower is doing business. Specifically, Borrower is, and at all times shallbe, duly qualified as a foreign corporation in all states in which the failureto so qualify would have a material adverse effect on its business or financialcondition. Borrower has the full power and authority to own its properties andto transact the business in which it is presently engaged or presently proposesto engage. Borrower maintains its principal office at 675 GRIER DRIVE, LASVEGAS, NV 89119-3738. Unless Borrower has designated otherwise in writing, thisis the principal office at which Borrower keeps its books and records includingits records concerning the Collateral. Borrower will notify Lender prior to anychange in the location of Borrower’s state of organization or any change inBorrower’s name. Borrower shall do all things necessary to preserve and to keepin full force and effect its existence, rights and privileges, and shall complywith all regulations, rules, ordinances, statutes, orders and decrees of anygovernmental or quasi-governmental authority or court applicable to Borrowerand Borrower’s business activities.

**Assumed Business Names.**Borrower has filed or recorded all documents or filings required by lawrelating to all assumed business names used by Borrower. Excluding the name ofBorrower, the following is a complete list of all assumed business names underwhich Borrower does business:  **None**.

**Authorization.**Borrower’s execution, delivery, and performance of this Agreement and all theRelated Documents have been duly authorized by all necessary action by Borrowerand do not conflict with, result in a violation of, or constitute a defaultunder (1) any provision of (a) Borrower’s articles of incorporation ororganization, or bylaws, or (b) any agreement or other instrument binding uponBorrower or (2)**any law,governmental regulation, court decree, or order applicable to Borrower or toBorrower’s properties.

**Financial Information.**Eachof Borrower’s financial statements supplied to Lender truly and completelydisclosed Borrower’s financial condition as of the date of the statement, andthere has been no material adverse change in Borrower’s financial conditionsubsequent to the date of the most recent financial statement supplied toLender. Borrower has no material contingent obligations except as disclosed insuch financial statements.

**Legal Effect.** ThisAgreement constitutes, and any instrument or agreement Borrower is required togive under this Agreement when delivered will constitute legal, valid, andbinding obligations of Borrower enforceable against Borrower in accordance withtheir respective terms.

**Properties.** Exceptas contemplated by this Agreement or as previously disclosed in Borrower’sfinancial statements or in writing to Lender and as accepted by Lender, andexcept for property tax liens for taxes not presently due and payable, Borrowerowns and has good title to all of Borrower’s properties free and clear of allSecurity Interests, and has not executed any security documents or financingstatements relating to such properties. All of Borrower’s properties are titledin Borrower’s legal name, and Borrower has not used or filed a financingstatement under any other name for at least the last five (5) years.

**Hazardous Substances.**Except as disclosed to and acknowledged by Lender in writing, Borrower representsand warrants that: (1) During the period of Borrower’s ownership of theCollateral, there has been no use, generation, manufacture, storage, treatment,disposal, release or threatened release of any Hazardous Substance by anyperson on, under, about or from any of the Collateral. (2) Borrower has noknowledge of, or reason to believe that there has been (a) any breach orviolation of any Environmental Laws; (b) any use, generation, manufacture,storage, treatment, disposal, release or threatened release of any HazardousSubstance on, under, about or from the Collateral by any prior owners oroccupants of any of the Collateral; or (c) any actual or threatened litigationor claims of any kind by any person relating to such matters. (3) Neither Borrowernor any tenant, contractor, agent or other authorized user of any of theCollateral shall use, generate, manufacture, store, treat, dispose of orrelease any Hazardous Substance on, under, about or from any of the Collateral;and any such activity shall be conducted in compliance with all applicablefederal, state, and local laws, regulations, and ordinances, including withoutlimitation all Environmental Laws. Borrower authorizes Lender and its agents toenter upon the Collateral to make such inspections and tests as Lender may deemappropriate to determine compliance of the Collateral with this section of theAgreement. Any inspections or tests made by Lender shall be at Borrower’sexpense and for Lender’s purposes only and shall not be construed to create anyresponsibility or liability on the part of Lender to Borrower or to any otherperson. The representations and warranties contained herein are based onBorrower’s due diligence in investigating the Collateral for hazardous wasteand Hazardous Substances. Borrower hereby (1) releases and waives any futureclaims against Lender for indemnity or contribution in the event Borrowerbecomes liable for cleanup or other costs under any such laws, and (2) agreesto indemnify and hold harmless Lender against any and all claims, losses,liabilities, damages, penalties, and expenses which Lender may directly orindirectly sustain or suffer resulting

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from a breach of this sectionof the Agreement or as a consequence of any use, generation, manufacture,storage, disposal, release or threatened release of a hazardous waste orsubstance on the Collateral. The provisions of this section of the Agreement,including the obligation to indemnify, shall survive the payment of theIndebtedness and the termination, expiration or satisfaction of this Agreementand shall not be affected by Lender’s acquisition of any interest in any of theCollateral, whether by foreclosure or otherwise.

**Litigationand Claims.**Nolitigation, claim, investigation, administrative proceeding or similar action(including those for unpaid taxes) against Borrower is pending or threatened,and no other event has occurred which may materially adversely affect Borrower’sfinancial condition or properties, other than litigation, claims, or otherevents, if any, that have been disclosed to and acknowledged by Lender inwriting.

**Taxes.**To the best of Borrower’s knowledge, all ofBorrower’s tax returns and reports that are or were required to be filed, havebeen filed, and all taxes, assessments and other governmental charges have beenpaid in full, except those presently being or to be contested by Borrower ingood faith in the ordinary course of business and for which adequate reserveshave been provided.

**LienPriority.**Unlessotherwise previously disclosed to Lender in writing, Borrower has not enteredinto or granted any Security Agreements, or permitted the filing or attachmentof any Security Interests on or affecting any of the Collateral directly orindirectly securing repayment of Borrower’s Loan and Note, that would be prioror that may in any way be superior to Lender’s Security Interests and rights inand to such Collateral.

**BindingEffect.**ThisAgreement, the Note, all Security Agreements (if any), and all RelatedDocuments are binding upon the signers thereof, as well as upon theirsuccessors, representatives and assigns, and are legally enforceable inaccordance with their respective terms.

**AFFIRMATIVE COVENANTS.**Borrower covenants and agrees with Lenderthat, so long as this Agreement remains in effect, Borrower will:

**Notices ofClaims and Litigation.**Promptlyinform Lender in writing of (1) all material adverse changes in Borrower’sfinancial condition, and (2)**allexisting and all threatened litigation, claims, investigations, administrativeproceedings or similar actions affecting Borrower or any Guarantor which couldmaterially affect the financial condition of Borrower or the financialcondition of any Guarantor.

**FinancialRecords.** Maintain itsbooks and records in accordance with GAAP, applied on a consistent basis, andpermit Lender to examine and audit Borrower’s books and records at allreasonable times.

**FinancialStatements.**FurnishLender with the following:

**AnnualStatements.**As soon asavailable, but in no event later than sixty (60) days after the end of eachfiscal year, Borrower’s balance sheet and income statement for the year ended,prepared by Borrower.

**Tax Returns.** As soon as available, but in no event laterthan thirty (30) days after the applicable filing date for the tax reportingperiod ended, Federal and other governmental tax returns, prepared by a taxprofessional satisfactory to Lender.

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

**AdditionalInformation.**Furnishsuch additional information and statements, as Lender may request from time totime.

**Insurance.**Maintain fire and other risk insurance, publicliability insurance, and such other insurance as Lender may require withrespect to Borrower’s properties and operations, in form, amounts, coveragesand with insurance companies acceptable to Lender. Borrower, upon request ofLender, will deliver to Lender from time to time the policies or certificatesof insurance in form satisfactory to Lender, including stipulations thatcoverages will not be cancelled or diminished without at least ten (10) daysprior written notice to Lender. Each insurance policy also shall include anendorsement providing that coverage in favor of Lender will not be impaired inany way by any act, omission or default of Borrower or any other person. Inconnection with all policies covering assets in which Lender holds or isoffered a security interest for the Loans, Borrower will provide Lender withsuch lender’s loss payable or other endorsements as Lender may require.

**InsuranceReports.**Furnish toLender, upon request of Lender, reports on each existing insurance policyshowing such information as Lender may reasonably request, including withoutlimitation the following: (1) the name of the insurer; (2) the risks insured;(3) the amount of the policy; (4) the properties insured; (5) the then currentproperty values on the basis of which insurance has been obtained, and themanner of determining those values; and (6) the expiration date of the policy.In addition, upon request of Lender (however not more often than annually),Borrower will have an independent appraiser satisfactory to Lender determine,as applicable, the actual cash value or replacement cost of any Collateral. Thecost of such appraisal shall be paid by Borrower.

**Guaranties.** Prior to disbursement of any Loan proceeds,furnish executed guaranties of the Loans in favor of Lender, executed by the guarantorsnamed below, on Lender’s forms, and in the amounts and under the conditions setforth in those guaranties.
| Names of Guarantors | ** ** | **Amounts**   | ** ** |
|-------------------------------|------------|---------------|------------|
| **AMERICAN WAGERING, INC.**   | ** ** | **Unlimited** | ** ** |
| **STURGEONS, LLC**            | ** ** | **Unlimited** | ** ** |

**OtherAgreements.**Complywith all terms and conditions of all other agreements, whether now or hereafterexisting, between Borrower and any other party and notify Lender immediately inwriting of any default in connection with any other such agreements.

**LoanProceeds.**Use all Loanproceeds solely for Borrower’s business operations, unless specificallyconsented to the contrary by Lender in writing.

**Taxes,Charges and Liens.**Payand discharge when due all of its indebtedness and obligations, including withoutlimitation all assessments, taxes, governmental charges, levies and liens, ofevery kind and nature, imposed upon Borrower or its properties, income, orprofits, prior to the date on which penalties would attach, and all lawfulclaims that, if unpaid, might become a lien or charge upon any of Borrower’sproperties, income, or profits.

**Performance.**Perform and comply, ina timely manner, with all terms, conditions, and provisions set forth in thisAgreement, in the Related Documents, and in all other instruments andagreements between Borrower and Lender. Borrower shall notify Lenderimmediately in writing of any default in connection with any agreement.

**Operations.** Maintain executive and management personnelwith substantially the same qualifications and experience as the presentexecutive and management personnel; provide written notice to Lender of anychange in executive and management personnel; conduct its business affairs in areasonable and prudent manner.

**EnvironmentalStudies.**Promptlyconduct and complete, at Borrower’s expense, all such investigations, studies,samplings and testings as may be requested by Lender or any governmentalauthority relative to any substance, or any waste or by-product of anysubstance defined as toxic or a hazardous substance under applicable federal,state, or local law, rule, regulation, order or directive, at or affecting anyproperty or any facility owned, leased or used by Borrower.

**Compliancewith Governmental Requirements.**Comply with all laws, ordinances, and regulations, now or hereafter ineffect, of all governmental authorities applicable to the conduct of Borrower’sproperties, businesses and operations, and to the use or occupancy of theCollateral, including without limitation, the Americans With Disabilities Act.Borrower may contest in good faith any such law, ordinance, or regulation andwithhold compliance during any proceeding, including appropriate appeals, solong as Borrower has notified Lender in writing prior to doing so and so longas, in Lender’s sole opinion, Lender’s interests in the Collateral are notjeopardized. Lender may require Borrower to post adequate security or a suretybond, reasonably satisfactory to Lender, to protect Lender’s interest.

**Inspection.**Permit employees or agents of Lender at anyreasonable time to inspect any and all Collateral for the Loan or Loans andBorrower’s other properties and to examine or audit Borrower’s books, accounts,and records and to make copies and memoranda of Borrower’s books, accounts, andrecords. If Borrower now or at any time hereafter maintains any records(including without limitation computer generated records and computer softwareprograms for the generation of such records) in the possession of a thirdparty, Borrower, upon request of Lender, shall notify such party to permitLender free access to such records at all reasonable times and to provideLender with copies of any records it may request, all at Borrower’s expense.

**ComplianceCertificates.**Unlesswaived in writing by Lender, provide Lender at least annually, with acertificate executed by Borrower’s chief financial officer, or other officer orperson acceptable to Lender, certifying that the representations and warrantiesset forth in this Agreement are true and correct as of the date of thecertificate and further certifying that, as of the date of the certificate, noEvent of Default exists under this Agreement.

**EnvironmentalCompliance and Reports.**Borrowershall comply in all respects with any and all Environmental Laws; not cause orpermit to exist, as a result of an intentional or unintentional action oromission on Borrower’s part or on the part of any third party, on propertyowned and/or occupied by Borrower, any environmental activity where damage mayresult to the environment, unless such environmental activity is pursuant toand in compliance with the conditions of a permit issued by the appropriatefederal, state or local governmental authorities; shall furnish to Lenderpromptly and in any event within thirty (30) days after receipt thereof a copyof any notice, summons,

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lien, citation, directive, letter or othercommunication from any governmental agency or instrumentality concerning anyintentional or unintentional action or omission on Borrower’s part inconnection with any environmental activity whether or not there is damage tothe environment and/or other natural resources.

**Additional Assurances.**Make,execute and deliver to Lender such promissory notes, mortgages, deeds of trust,security agreements, assignments, financing statements, instruments, documentsand other agreements as Lender or its attorneys may reasonably request toevidence and secure the Loans and to perfect all Security Interests.

**LENDER’SEXPENDITURES.**If any action or proceeding is commenced thatwould materially affect Lender’s interest in the Collateral or if Borrowerfails to comply with any provision of this Agreement or any Related Documents,including but not limited to Borrower’s failure to discharge or pay when dueany amounts Borrower is required to discharge or pay under this Agreement or anyRelated Documents, Lender on Borrower’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 any Collateral and paying allcosts for insuring, maintaining and preserving any Collateral. All suchexpenditures incurred or paid by Lender for such purposes will then bearinterest at the rate charged under the Note from the date incurred or paid byLender to the date of repayment by Borrower. All such expenses will become apart of the Indebtedness and, at Lender’s option, will (A) be payable ondemand; (B) be added to the balance of the Note and be apportioned among and bepayable with any installment payments to become due during either (1) the termof any applicable insurance policy; or (2) the remaining term of the Note; or(C)  be treated as a balloon paymentwhich will be due and payable at the Note’s maturity.

**NEGATIVECOVENANTS.**Borrower covenants and agrees with Lender thatwhile this Agreement is in effect, Borrower shall not, without the priorwritten consent of Lender:

**Indebtedness and Liens.**(1)Except for trade debt incurred in the normal course of business and indebtednessto Lender contemplated by this Agreement, create, incur or assume indebtednessfor borrowed money, including capital leases, (2) sell, transfer, mortgage,assign, pledge, lease, grant a security interest in, or encumber any ofBorrower’s assets (except as allowed as Permitted Liens), or (3) sell withrecourse any of Borrower’s accounts, except to Lender.

**Continuity of Operations.**(1)Engage in any business activities substantially different than those in whichBorrower is presently engaged, (2) cease operations, liquidate, merge,transfer, acquire or consolidate with any other entity, change its name,dissolve or transfer or sell Collateral out of the ordinary course of business,or (3) pay any dividends on Borrower’s stock (other than dividends payable inits stock), provided, however that notwithstanding the foregoing, but only solong as no Event of Default has occurred and is continuing or would result fromthe payment of dividends, if Borrower is a “Subchapter S Corporation” (asdefined in the Internal Revenue Code of 1986, as amended), Borrower may paycash dividends on its stock to its shareholders from time to time in amountsnecessary to enable the shareholders to pay income taxes and make estimatedincome tax payments to satisfy their liabilities under federal and state lawwhich arise solely from their status as Shareholders of a Subchapter SCorporation because of their ownership of shares of Borrower’s stock, orpurchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’scapital structure.

**Loans, Acquisitions and Guaranties.**(1)Loan, invest in or advance money or assets to any other person, enterprise orentity, (2) purchase, create or acquire any interest in any other enterprise orentity, or (3) incur any obligation as surety or guarantor other than in theordinary course of business.

**Agreements.**Borrower will not enter into any agreement containing any provisions whichwould be violated or breached by the performance of Borrower’s obligationsunder this Agreement or in connection herewith.

**CESSATIONOF ADVANCES.**If Lender has made any commitment to make anyLoan to Borrower, whether under this Agreement or under any other agreement,Lender shall have no obligation to make Loan Advances or to disburse Loan proceedsif: (A) Borrower or any Guarantor is in default under the terms of thisAgreement or any of the Related Documents or any other agreement that Borroweror any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomesincompetent or becomes insolvent, files a petition in bankruptcy or similarproceedings, or is adjudged a bankrupt; (C) there occurs a material adversechange in Borrower’s financial condition, in the financial condition of anyGuarantor, or in the value of any Collateral securing any Loan; or (D) anyGuarantor seeks, claims or otherwise attempts to limit, modify or revoke suchGuarantor’s guaranty of the Loan or any other loan with Lender.

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

**DEFAULT.**Each of the following shall constitute an Event of Defaultunder this Agreement:

**Payment Default.**Borrowerfails to make any payment when due under the Loan.

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

**False Statements.**Anywarranty, representation or statement made or furnished to Lender by Borroweror on Borrower’s behalf under this Agreement 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.

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

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

**Creditor or Forfeiture Proceedings.**Commencementof foreclosure 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 Loan. This includesa garnishment of any of Borrower’s accounts, including deposit accounts, withLender. However, this Event of Default shall not apply if there is a good faithdispute by Borrower as to the validity or reasonableness of the claim which isthe basis of the creditor or forfeiture proceeding and if Borrower gives Lenderwritten notice of the creditor or forfeiture proceeding and deposits withLender monies or a surety bond for the creditor or forfeiture proceeding, in anamount determined by Lender, in its sole discretion, as being an adequatereserve or bond for the dispute.

**Events Affecting Guarantor.**Anyof 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.

**Change in Ownership.**Anychange in ownership of twenty-five percent (25%) or more of the common stock ofBorrower.

**Adverse Change.**Amaterial adverse change occurs in Borrower’s financial condition, or Lenderbelieves the prospect of payment or performance of the Loan is impaired.

**Right to Cure.**Ifany default, other than a default on Indebtedness, is curable and if Borroweror Grantor, as the case may be, has not been given a notice of a similardefault within the preceding twelve (12) months, it may be cured if Borrower orGrantor, as the case may be, after receiving written notice from Lenderdemanding cure of such default: (1) cure the default within fifteen (15) days;or (2) if the cure requires more than fifteen (15) days, immediately initiatesteps which Lender deems in Lender’s sole discretion to be sufficient to curethe default and thereafter continue and complete all reasonable and necessarysteps sufficient to produce compliance as soon as reasonably practical.

**EFFECTOF AN EVENT OF DEFAULT.**If any Event of Default shall occur,except where otherwise provided in this Agreement or the Related Documents, allcommitments and obligations of Lender under this Agreement or the RelatedDocuments or any other agreement immediately will terminate (including anyobligation to make further Loan Advances or disbursements), and, at Lender’soption, all Indebtedness immediately will become due and payable, all withoutnotice of any kind to Borrower, except that in the case of an Event of Defaultof the type described in the “Insolvency” subsection above, such accelerationshall be automatic and not optional. In addition, Lender shall have all therights and remedies provided in the Related Documents or available at law, inequity, or otherwise. Except as may be prohibited by applicable law, all ofLender’s rights and remedies shall be cumulative and may be exercisedsingularly or concurrently. Election by Lender to pursue any remedy shall notexclude pursuit of any other remedy, and an election to make expenditures or totake action to perform an obligation of Borrower or of any Grantor shall notaffect Lender’s right to declare a default and to exercise its rights andremedies.

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

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

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

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

**Consent to Loan Participation.**Borroweragrees and consents to Lender’s sale or transfer, whether now or later, of oneor more participation interests in the Loan to one or more purchasers, whetherrelated or unrelated to Lender. Lender may provide, without any limitationwhatsoever, to any one or more purchasers, or potential purchasers, anyinformation or knowledge Lender may have about Borrower or about any othermatter relating to the Loan, and Borrower hereby waives any rights to privacyBorrower may have with respect to such matters. Borrower additionally waivesany and all notices of sale of participation interests, as well as all noticesof any repurchase of such participation interests. Borrower also agrees thatthe purchasers of any such participation interests will be considered as theabsolute owners of such interests in the Loan and will have all the rightsgranted under the participation agreement or agreements governing the sale ofsuch participation interests. Borrower further waives all rights of offset orcounterclaim that it may have now or later against Lender or against anypurchaser of such a participation interest and unconditionally agrees thateither Lender or such purchaser may enforce Borrower’s obligation under theLoan irrespective of the failure or insolvency of any holder of any interest inthe Loan. Borrower further agrees that the purchaser of any such participationinterests may enforce its interests irrespective of any personal claims ordefenses that Borrower may have against Lender.

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

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

**No Waiver by Lender.**Lendershall not be deemed to have waived any rights under this Agreement unless suchwaiver is given in writing and signed by Lender. No delay or omission on thepart of Lender in exercising any right shall operate as a waiver of such rightor any other right. A waiver by Lender of a provision of this Agreement shallnot prejudice or constitute a waiver of Lender’s right otherwise to demandstrict compliance with that provision or any other provision of this Agreement.No prior waiver by Lender, nor any course of dealing between Lender andBorrower, or between Lender and any Grantor, shall constitute a waiver of anyof Lender’s rights or of any of Borrower’s or any Grantor’s obligations as toany future transactions. Whenever the consent of Lender is required under thisAgreement, the granting of such consent by Lender in any instance shall notconstitute continuing consent to subsequent instances where such consent isrequired and in all cases such consent may be granted or withheld in the solediscretion of Lender.

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

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

**Subsidiaries and Affiliates ofBorrower.**To the extent the context of any provisions of thisAgreement makes it appropriate, including without limitation anyrepresentation, warranty or covenant, the word “Borrower” as used in thisAgreement shall include all of Borrower’s subsidiaries and affiliates.Notwithstanding the foregoing however, under no circumstances shall thisAgreement be construed to require Lender to make any Loan or other financialaccommodation to any of Borrower’s subsidiaries or affiliates.

**Successors and Assigns.**All covenants and agreements by or on behalf of Borrower contained in thisAgreement or any Related Documents shall bind Borrower’s successors and assignsand shall inure to the benefit of Lender and its successors and assigns.Borrower shall not, however, have the right to assign Borrower’s rights underthis Agreement or any interest therein, without the prior written consent ofLender.

**Survival of Representations andWarranties.**Borrower understands and agrees that in extendingLoan Advances, Lender is relying on all representations, warranties, andcovenants made by Borrower in this Agreement or in any certificate or otherinstrument delivered by Borrower to Lender under this Agreement or the RelatedDocuments. Borrower further agrees that regardless of any investigation made byLender, all such representations, warranties and covenants will survive theextension of Loan Advances and delivery to Lender of the Related Documents,shall be continuing in nature, shall be deemed made and redated by Borrower atthe time each Loan Advance is made, and shall remain in full force and effectuntil such time as Borrower’s Indebtedness shall be paid in full, or until thisAgreement shall be terminated in the manner provided above, whichever is thelast to occur.

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

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

**Advance.**The word “Advance”means a disbursement of Loan funds made, or to be made, to Borrower or onBorrower’s behalf on a line of credit or multiple advance basis under the termsand conditions of this Agreement.

**Agreement.**The word“Agreement” means this Business Loan Agreement, as this Business Loan Agreementmay be amended or modified from time to time, together with all exhibits andschedules attached to this Business Loan Agreement from time to time.

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

**Collateral.**Theword “Collateral” means all property and assets granted as collateral securityfor a Loan, whether real or personal property, whether granted directly orindirectly, whether granted now or in the future, and whether granted in theform of a security interest, mortgage, collateral mortgage, deed of trust,assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt,lien, charge, lien or title retention contract, lease or consignment intendedas a security device, or any other security or lien interest whatsoever,whether created by law, contract, or otherwise.

**Environmental Laws.**Thewords “Environmental Laws” mean any and all state, federal and local statutes,regulations and ordinances relating to the protection of human health or theenvironment, including without limitation the Comprehensive EnvironmentalResponse, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.Section 9601, et seq. (“CERCLA”), the Superfund Amendments and ReauthorizationAct of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous MaterialsTransportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservationand Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state orfederal laws, rules, or regulations adopted pursuant thereto.

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

**GAAP.**The word “GAAP”means generally accepted accounting principles.

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**Grantor.**The word “Grantor”means each and all of the persons or entities granting a Security Interest inany Collateral for the Loan, including without limitation all Borrowersgranting such a Security Interest.

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

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

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

**Indebtedness.**Theword “Indebtedness” means the indebtedness evidenced by the Note or RelatedDocuments, including all principal and interest together with all otherindebtedness and costs and expenses for which Borrower is responsible underthis Agreement or under any of the Related Documents.

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

**Loan.**The word “Loan”means any and all loans and financial accommodations from Lender to Borrowerwhether now or hereafter existing, and however evidenced, including withoutlimitation those loans and financial accommodations described herein ordescribed on any exhibit or schedule attached to this Agreement from time totime.

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

**Permitted Liens.**Thewords “Permitted Liens” mean (1) liens and security interests securingIndebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, orsimilar charges either not yet due or being contested in good faith; (3) liensof materialmen, mechanics, warehousemen, or carriers, or other like liensarising in the ordinary course of business and securing obligations which arenot yet delinquent; (4) purchase money liens or purchase money securityinterests upon or in any property acquired or held by Borrower in the ordinarycourse of business to secure indebtedness outstanding on the date of thisAgreement or permitted to be incurred under the paragraph of this Agreementtitled “Indebtedness and Liens”; (5) liens and security interests which, as ofthe date of this Agreement, have been disclosed to and approved by the Lenderin writing; and (6) those liens and security interests which in theaggregate constitute an immaterial and insignificant monetary amount withrespect to the net value of Borrower’s assets.

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

**Security Agreement.**Thewords “Security Agreement” mean and include without limitation any agreements,promises, covenants, arrangements, understandings or other agreements, whethercreated by law, contract, or otherwise, evidencing, governing, representing, orcreating a Security Interest.

**Security Interest.**Thewords “Security Interest” mean, without limitation, any and all types ofcollateral security, present and future, whether in the form of a lien, charge,encumbrance, mortgage, deed of trust, security deed, assignment, pledge, croppledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’slien, equipment trust, conditional sale, trust receipt, lien or title retentioncontract, lease or consignment intended as a security device, or any othersecurity or lien interest whatsoever whether created by law, contract, orotherwise.

**BORROWERACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT ANDBORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED FEBRUARY21, 2006.**
| **BORROWER:**                   |       |
|---------------------------------|------------|
| ** **                      |       |
| ** **                      |       |
| **AWI  GAMING, INC.**           | ** ** |
| ** **                      | ** ** |
| ** **                      | ** ** |
| By:                             |       | /s/ Timothy F Lockinger |   |
|                            |       | **TIMOTHY F LOCKINGER, Director  of AWI GAMING, INC.** |   |
|                            | ** ** |
| **LENDER:**                     |       |
| ** **                      |       |
| ** **                      | ** ** |
| **GREAT  BASIN BANK OF NEVADA** | ** ** |
| ** **                      | ** ** |
| By:                             |       | /s/ [**Illegible]** |   |
|                            |       | **Authorized Signer** |   |

 

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