Exhibit No.
10.4


 


TERMINATION
AGREEMENT


 


This Termination Agreement is made and entered into,
to be effective as of January 11, 2008 (the “Effective
Date”), between Speakeasy Gaming of Las Vegas, Inc., a Nevada
corporation (“Seller”) and Ganaste LLC, a Nevada
limited liability company (“Purchaser”).  Seller and Purchaser are referred to as “Party” and collectively as “Parties.”


 


RECITALS


 


A.            Mandekic Companies, LLC, a Nevada
limited liability company (“Mandekic”) and
Seller entered into a Purchase and Sale Agreement dated February 9, 2007
(the “Purchase Agreement”), pursuant to which
Seller agreed to sell and transfer the real property commonly known as the
Ramada Inn and Speedway Hotel and Casino, located at 3227 Civic Center Drive,
North Las Vegas, Nevada, identified as Clark County Assessor’s Parcel Numbers
139-11-803-002, 139-11-815-001 and 139-11-815-003 and as more particularly
described in the Purchase Agreement (the “Real Property”)
and the various assets located thereon.


 


B.            Mandekic assigned and transferred to
Mast Gaming, LLC (“Mast”) all of
its right, title and interest in and to the Purchase Agreement and the benefit
of the Earnest Money (as defined in Section 2(a) of the Purchase
Agreement).


 


C.            Mast entered into an Assignment of
Purchase Agreement dated as of September 28, 2007 pursuant to which Mast
assigned and transferred to Purchaser all of its right, title and interest in
and to the Purchase Agreement and the benefit of the Earnest Money.


 


D.            The
Parties desire to terminate the Purchase Agreement.


 


AGREEMENT


 


NOW, THEREFORE, the Parties hereto mutually agree as
follows:


 


1.             Accuracy of Recitals.  The Parties acknowledge that the Recitals set
forth above are true, accurate and correct, and are incorporated herein by this
reference.


 


2.             Termination.  As of the Effective Date, the Parties hereby
cancel and terminate the Purchase Agreement, and the Earnest Money shall
concurrently be delivered to Purchaser. 
As of the Effective Date, the Parties shall have no further obligations
under the Purchase Agreement except those that expressly survive such
termination.


 


3.             Mutual Representations and
Warranties.  Each Party represents
and warrants to the other Parties that as of the Effective Date:


 


a.             each is a corporation or limited liability company, duly
organized and validly existing;


 


 

















 


b.             each Party has the
right, power, legal capacity and authority to enter into this Termination
Agreement and to perform the obligations hereunder, and has obtained the
approvals and/or consents of any person which are necessary in connection
herewith;


 


c.             the person(s) executing this Termination Agreement
on behalf of each Party is authorized to bind such Party, is authorized and
empowered to perform its obligations hereunder;


 


d.             each Party has not assigned, transferred, encumbered or
conveyed any right, title or interest in the Purchase Agreement to another
person; and


 


e.             this Termination Agreement and all documents and
instruments contemplated hereby are, or upon execution and delivery will be,
duly executed and delivered by such Party constitute, or upon execution and
delivery will constitute, valid and legally binding obligations of the such
Party enforceable against the other Parties in accordance with the terms hereof
and thereof.


 


4.             Miscellaneous.


 


a.             Entire Agreement. 
This Termination Agreement contains the entire agreement between the
Parties respecting all matters and all prior negotiations and understandings,
verbal or written, between the Parties have been merged herein.


 


b.             Further Acts. 
Each Party agrees, upon demand (at any time and from time to time) by
any other Party or its authorized representatives, to promptly execute and
deliver to such Party such other and further documentation as may be required
or appropriate to confirm, implement and enforce the terms and conditions under
this Termination Agreement.


 


c.             Counterparts. 
This Termination Agreement may be executed in its original version or in
any copies, counterparts, or other duplicates, and thus all signatures need not
appear on the same document.


 


d.             Governing Law. 
This Termination Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada, regardless of the law that
might otherwise govern under applicable principles of conflicts of laws
thereof.  Each Party agrees that any
legal suit, action or proceeding arising out of or relating to this Termination
Agreement shall be instituted exclusively in a United States District Court or
a Nevada State Court that is located in Clark County, Nevada.


 


(Signatures
follow on next page.)


 


 

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Termination Agreement as of the Effective Date.


 


 


	
  SELLER:

  	
   

  	
  PURCHASER:

  
	
  Speakeasy
  Gaming of Las Vegas, Inc., a Nevada corporation 

  	
   

  	
  Ganaste
  LLC, a Nevada limited liability company 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Edson R. Arneault 

  	
   

  	
  By:
  

  	
  /s/
  Michael J. Mixer

  
	
   

  	
     Edson R. Arneault, President

  	
   

  	
   

  	
     Michael J. Mixer, as Manager   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Alexander Rodrigo

  
	
   

  	
   

  	
   

  	
   

  	
     Alexander Rodrigo, as Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Bruce Deifik

  
	
   

  	
   

  	
   

  	
   

  	
     Bruce Deifik, as Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Keith Redmond

  
	
   

  	
   

  	
   

  	
   

  	
     Keith Redmond, as Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Seth Schorr

  
	
   

  	
   

  	
   

  	
   

  	
     Seth Schorr, as Manager