Unassociated Document


     

    Exhibit
      10.1

    


    DTLL

    


    March
      19,
      2006

    


    Board
      of
      Directors

    GLOBAL
      CASINOS, INC

    5455
      Spine Road, Suite C

    Boulder,
      CO 80301

                                    Fax:
      719-590-4888

    


    RE:
      Proposed Transaction

     

    Dear
      Members of the Board,

     

    This
      letter is to outline our intentions to enter into Share Exchange Agreements
      (“Agreements”) with Global Casinos, Inc (“GCI”) shareholders as follows:


    


    
      	(1)  	
              Pursuant
                to the terms and conditions of the Agreement, the holders of common
                shares
                will exchange $2.50 per share of GCI common stock in exchange for
                newly
                authorized DTLL Series B GCI Preferred as per the attached term
                sheet.

            


    

    


    
      	(2)  	
              DTLL
                is highly confident that it closes the transaction on or before April
                30,
                2006 subject to any required
                approvals.

            


    

    


    
      	(3)  	
              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 31, 2006.

    


    Sincerely,

     

    Dual
      Cooper

    President

    


    


    


    


    Destination
      Travel Leisure International

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Global Casinos, Inc, a Colorado corporation (“GCI”). Any purchase of
      GCI’s common stock shall be made only pursuant to a mutually acceptable share
      exchange agreement and related documentation executed by the Company, GCI 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, including 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 B Preferred Equity Redeemable
                Convertible Stock, (“Series B Preferred”) for every ten (10) shares of GCI
                common stock which are exchanged. 

            
	 	 	 
	
              Minimum/Maximum
                Offering: 

            	 	
              The
                minimum number of shares of common stock of GCI 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
                GCI elect to exchange their shares for the Series B 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 GCI. 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 30, 2006 and at
                such time and place as is mutually agreed upon by the
                parties.

            
	 	 	 
	
              Dividends:

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

            


    

     

    
      
        
        

      

      
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              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.

            
	 	 	 
	
              Voting
                Rights:

            	 	
              The
                holders of Series B Preferred shares shall be entitled to one vote
                per
                share in all matters upon which shareholders of the Company are entitled
                to vote. 

            
	 	 	 
	
              Optional
                Conversion:

            	 	
              The
                Series B 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 B 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 B 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 B 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 $35 per share of Series B 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 B Preferred shares; and (ii) to cause such
                registration statement to become effective.


            


    

     

    
      
        
        

      

      
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              Representations
                and Warranties:

            	 	
              Standard
                representations and warranties by the Company, GCI and the shareholders
                of
                GCI 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 B 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.

            
	 	 	 
	
              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, GCI or fifty percent
                (50%)
                or more of the shareholders of GCI; (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,
                GCI,
                the shareholders of GCI 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 GCI nor any of GCI’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 GCI'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, GCI 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, GCI and its shareholders
                during the period outlined above, shall deal exclusively with the
                Company
                concerning the sale of the shares of common stock of GCI 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:

            	 	
              GCI
                and each GCI 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.

            


    

     

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              Agreed
                and accepted this 

            	Agreed and accepted this 
	
              ___
                day of March, 2006

            	___ day of March, 2006
	 	 
	
              Global
                Casinos, Inc

            	
              DTLL,
                Inc., 

            
	a Colorado corporation	a Minnesota corporation
	 	 
	By: ____________________	By: ______________________
	 	 
	
              Its:____________________

            	Its:_______________________
	 	 


    

    
 

    Shareholders
      of Global Casinos, Inc

    a
      Colorado corporation

    


    By:_________________________________

    Printed
      Name:________________________

    


    By:_________________________________

    Printed
      Name:________________________

    


    By:_________________________________

    Printed
      Name:________________________

    


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    Printed
      Name:________________________

    


    By:_________________________________

    Printed
      Name:________________________

    


    By:_________________________________

    Printed
      Name:________________________

    


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    Printed
      Name:________________________

    


    By:_________________________________

    Printed
      Name:________________________

     

    
      
        
        

      

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