Unassociated Document


    Exhibit
      10.1

    


    DTLL

    


    March
      15,
      2006

    


    Board
      of
      Directors

    GRAND
      SIERRA RESORTS

    3468
      Rice
      Street

    Vadnais
      Heights MN 55126

    


    RE:
      Proposed Transaction

    


    Dear
      Members of the Board,

    


    This
      letter is to outline our intentions to enter into Share Exchange Agreements
      (“Agreements”) with Grand Sierra Resorts (“GSR”) shareholders as follows:


    


    
      	 	
              (1)

            	
              Pursuant
                to the terms and conditions of the Agreement, the holders of common
                shares
                will exchange $1.25 per share of GSR common stock in exchange for
                newly
                authorized DTLL Series A GSR Preferred as per the attached term
                sheet.

            


    

    


    
      	 	
              (2)

            	
              DTLL
                is highly confident that it has secured debt and equity financing
                of at
                least $135,000,000 to close the transaction to purchase the Reno
                Hilton
                from Harrah’s Entertainment on or before April 7,
                2006.

            


    

    


    
      	 	
              (3)

            	
              DTLL
                is highly confident that it has up to $2,600,000 available in a bridge
                loan to pay for working capital requirements until closing of the
                transaction.

            


    

    


    
      	 	
              (4)

            	
              DTLL
                will enter into two year management contracts with the designated
                management team to implement the agreed upon business
                plan.

            


    

    


    We
      look
      forward to working with the company to close this transaction and agree to
      keep
      this offer open until 5 pm EST on Friday March 17, 2006.

    


    Sincerely,

    


    


    Dual
      Cooper

    President

    


    Destination
      Travel Leisure International

    1650
      West 82nd
      Street, Suite 1200, Bloomington, MN 55431

     

     

    
      
         

      

      
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      TERM
        SHEET

       

    

    This
      Term
      Sheet summarizes the principal terms of the purchase by DTLL, Inc., a Minnesota
      corporation (the “Company”)
      of up
      to one hundred percent (100%) of the common stock of Grand Sierra Resort Corp.,
      a Nevada corporation (“GSRC”).
      Any
      purchase of GSRC’s common stock shall be made only pursuant to a mutually
      acceptable share exchange agreement and related documentation executed by the
      Company, GSRC and the selling shareholders. It
      is
      expressly understood that no liability or obligation of any nature whatsoever
      is
      intended to be created by this Term Sheet between the parties signing below,
      except
      as
      otherwise indicated herein. The
      Company reserves the right in its sole discretion to accept or reject this
      transaction. This
      Term
      Sheet does evidence the good faith intention of the parties signing below to
      proceed with the proposed transaction on the conditions and terms described
      herein, subject to customary conditions, due diligence, legal review and
      documentation that is satisfactory to the parties.

    


    NON-BINDING
      PROVISIONS

     

    

      
        	
                Issuer:

                 

              	
                DTLL,
                  Inc. 

                 

              
	
                Securities
                  to be Issued by the Company:

              	
                The
                  Company will issue one share of its Series A Preferred Equity Redeemable
                  Convertible Stock, (“Series
                  A Preferred”)
                  for every sixteen (16) shares of GSRC’s common stock which are exchanged.
                  

                 

              
	
                Minimum/Maximum
                  Offering: 

              	
                The
                  minimum number of shares of common stock of GSRC that the Company
                  will
                  purchase is fifty-one percent (51%) of its issued and outstanding
                  shares.
                  In the event that less than fifty-one percent (51%) of the shareholders
                  of
                  GSRC elect to exchange their shares for the Series A Preferred,
                  then the
                  Company will not issue any Series A Preferred and this offering
                  shall
                  terminate. The maximum number of shares that the Company will purchase
                  is
                  one hundred percent (100%) of the issued and outstanding shares
                  of common
                  stock of GSRC. The Company reserves the right to lower the minimum
                  percentage in its sole discretion.

                 

              
	
                Closing:

              	
                The
                  closing (the “Closing”)
                  shall occur on or before April 6, 2006 and at such time and place
                  as is
                  mutually agreed upon by the parties.

                 

              
	
                Dividends:

                 

              	
                The
                  Series A Preferred will carry a 7% cumulative dividend compounded
                  annually, payable in cash or in kind, at the Company’s
                  option.

                 

              
	
                Liquidation
                  Preference:

                 

              	
                Upon
                  liquidation, the holders of the Series A Preferred shall be entitled
                  to
                  receive, in preference to holders of other classes of common stock,
                  $50
                  per share plus accrued dividends. Thereafter, any proceeds available
                  for
                  distribution will be distributed pro rata to holders of common
                  stock.

                 

              


      

       

      
        
           

        

        
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                Voting
                  Rights:

                 

              	
                The
                  holders of Series A Preferred shares shall be entitled to one vote
                  per
                  share in all matters upon which shareholders of the Company are
                  entitled
                  to vote. The Series A Preferred shareholders shall have the right
                  to
                  appoint three (3) of the seven (7) directors of the Company. 

                 

              
	
                Optional
                  Conversion:

                 

              	
                The
                  Series A Preferred shall be convertible 1:1 to common stock of
                  the Company
                  at any time at option of holder, subject to adjustments for stock
                  dividends, splits, combinations and similar events. The conversion
                  price
                  shall be based on the average of the price of the Company's stock
                  in the
                  10 consecutive trading days immediately preceding the date that
                  the
                  conversion notice is given by the holder.

                 

              
	
                Mandatory
                  conversion:

              	
                The
                  Company will have the ability to cause the Series A Preferred holders
                  to
                  convert their stock into common stock if (i) a registration statement
                  is
                  effective and available for use by the holders of the Series A
                  Preferred
                  on the date the conversion notice is given by the Company, and
                  (ii) the
                  closing price of the common stock exceeded 125% of the conversion
                  price
                  subject to adjustment based on the average price of the Company's
                  stock in
                  the 10 consecutive trading days immediately preceding the date
                  that the
                  conversion notice is given by the Company.

              
	
                Redemption
                  Rights:

                 

              	
                The
                  Series A Preferred shall be redeemable from funds legally available
                  for
                  distribution at the option of holders of at least 51%
                  of the Series A Preferred commencing any time after the third
                  anniversary of the Closing at a price of $30 per share of Series
                  A
                  Preferred, subject to adjustments. Upon such a redemption request,
                  the
                  shares of the holders of the Series A Preferred shares that requested
                  such
                  a redemption shall be redeemed.

                 

              
	
                Undertaking
                  to Register the Shares:

                 

              	
                The
                  Company shall undertake and agree to use its best efforts to: (i)
                  file, as
                  soon as practicable the Closing, a registration statement with
                  the SEC in
                  order to register the shares of Common Stock issuable the upon
                  the
                  conversion of the Series A Preferred shares; and (ii) to cause
                  such
                  registration statement to become effective. 

                 

              
	
                Representations
                  and Warranties:

                 

              	
                Standard
                  representations and warranties by the Company, GSRC and the shareholders
                  of GSRC shall be contained in the share exchange agreement and
                  related
                  transaction documents.

                 

              
	
                Mandatory
                  Redemption Fund:

                 

              	
                Within
                  a reasonable time period after the Closing, the Company shall fund
                  a
                  mandatory redemption fund pursuant to which the Company shall pay
                  the
                  Series A Preferred shareholders a fixed price per share which shall
                  increase on each anniversary of the Closing. 

                 

              
	
                No
                  Partnership:

              	
                Nothing
                  contained herein will be deemed to or construed by the parties
                  hereto or
                  by any third person to create the relationship of principal and
                  agent or
                  partnership or joint venture.

                 

              


      

       

      
        
           

        

        
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                Term
                  and Termination:

              	
                Unless
                  extended by mutual agreement in writing of the parties, or earlier
                  terminated by mutual agreement in writing of the parties, the term
                  of this
                  Term Sheet shall be from the date hereof until the earliest of:
                  (i) ten
                  days after written notice given by the Company, GSRC or fifty percent
                  (50%) or more of the shareholders of GSRC; (ii) twenty-one (21)
                  days from
                  the date of this letter;
                  or
                  (iii) the date of execution by the parties of a definitive Securities
                  Purchase Agreement (the “Term”).
                  Upon any termination or expiration of this Term Sheet, none of
                  the
                  Company, GSRC, the shareholders of GSRC or their affiliates shall
                  have any
                  obligation or liability to any other party under this Term Sheet,
                  except
                  with respect to breaches that occurred during the Term. Notwithstanding
                  the foregoing, the provisions contained under the heading “Exclusivity”
                  and "No Trading DTLL Shares" shall survive any termination of this
                  Term
                  Sheet. 

              
	
                BINDING
                  PROVISIONS

              	
                 

              
	
                Exclusivity:

                 

              	
                Without
                  the prior approval of the Company, for a period of twenty-one (21)
                  days
                  from the date set forth below neither GSRC nor any of GSRC's shareholders,
                  directors, principals, officers, employees, agents or representatives
                  will
                  solicit, knowingly encourage or entertain proposals from or enter
                  into
                  discussions or continue negotiations or discussions with or furnish
                  any
                  nonpublic information to any other person or entity regarding the
                  possible
                  sale of some or all of GSRC's stock, including and without limitation,
                  the
                  fact that such discussions are taking place and the status thereof
                  and the
                  terms and conditions of any transaction under consideration, other
                  than as
                  required by law. If this exclusivity agreement is breached, in
                  addition to
                  any other compensation for damages, GSRC and/or its shareholders,
                  jointly
                  and severally, shall promptly upon demand pay to the Company an
                  amount
                  equal to all expenses incurred by the Company in connection with
                  this
                  proposed transaction, including the expenses of their agents, advisors,
                  bankers, investment partners, attorneys, accountants and other
                  representatives. For purposes of clarification, GSRC and its shareholders
                  during the period outlined above, shall deal exclusively with the
                  Company
                  concerning the sale of the shares of common stock of GSRC and discontinue
                  any discussions with respect to any previously received third party
                  proposals with respect to the sale of such shares. 

                 

              
	
                No
                  Trading DTLL Shares:

              	
                GSRC
                  and each GSRC shareholder hereby acknowledge that they are in receipt
                  of
                  “inside information” as such term is defined by applicable securities laws
                  and agree that they will not, individually or collectively, buy,
                  sell or
                  trade any shares of DTLL during the Term.

                 

              


      

       

    

    [SIGNATURES
      ARE ON THE FOLLOWING PAGE]

    


    
      
         

      

      
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              Agreed
                and accepted this 

              ___
                day of March, 2006

               

              Grand
                Sierra Resort Corp.,

              a
                Nevada corporation

               

              By:
                ____________________

               

              Its:____________________

            	
              Agreed
                and accepted this 

              ___
                day of March, 2006

               

              DTLL,
                Inc., 

              a
                Minnesota corporation

               

              By:
                ______________________

               

              Its:_______________________

               

            


    

    


    Shareholders
      of Grand Sierra Resort Corp.,

    a
      Nevada
      corporation

    


    By:_________________________________

    Printed
      Name:________________________

    


    


    By:_________________________________

    Printed
      Name:________________________

    


    


    By:_________________________________

    Printed
      Name:________________________

    


    


    By:_________________________________

    Printed
      Name:________________________

    


    


    By:_________________________________

    Printed
      Name:________________________

    


    


    By:_________________________________

    Printed
      Name:________________________

    


    


    By:_________________________________

    Printed
      Name:________________________

    


    


    By:_________________________________

    Printed
      Name:________________________

    


    


    


    
      
         

      

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