AGREEMENT
      OF SALE

     

     

    BY
      AND BETWEEN

     

     

    COLUMBIA
      PROPERTIES VICKSBURG, LLC

     

     

    “SELLER”

     

    


     

    AND

     

    


    NEVADA
      GOLD VICKSBURG, LLC 

     

    “BUYER”

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      OF SALE

     

    This
      Agreement of Sale is
      made
      and entered into as of November 13, 2007, by and between Seller and
      Buyer.

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.01. For
      the
      purposes of this Agreement, the parties agree that the following terms shall
      have the following meanings:

     

    (a) Act:
      As
      defined in Section 6.01.

     

    (b) Affiliate:
      With
      respect to any Person, (a) any officer, director, manager, or holder of more
      than ten percent (10%) of the outstanding shares or equity interest of such
      Person, (b) such Person’s spouse and the parents, grandparents, brothers and
      sisters, children, and grandchildren of such Person or of such Person’s spouse,
      or (c) any other Person which directly or indirectly controls, is controlled
      by,
      or is under common control with such Person. A Person shall be deemed to control
      another Person if the controlling Person, directly or indirectly, possesses
      the
      power to direct or cause the direction of the management and policies of the
      controlled Person, whether through ownership of voting securities, by contract,
      or otherwise.

     

    (c) Adjustment:
      As
      defined in Section 14.02.

     

    (d) Agreement:
      This
      Agreement by and between Buyer and Seller providing for, among other things,
      the
      sale of the Property.

     

    
      
        (f)
          Building
          Codes:
          As
          defined in Section 8.05.

      

    

     

    (h)
       Business
      Day:
      Any
      day
      which is not a Saturday, Sunday or a legal holiday in the state of
      Nevada.

     

    (i) Buyer:
      Nevada
      Gold Vicksburg, LLC, a Nevada corporation

     

    (j) Buyer’s
      Principals:
      The
      persons shown on Exhibit “N”, who shall not change between the date of this
      Agreement and the date of Closing. 

     

    (k) Buyer’s
      Recoverable Losses:
      As
      defined in Section 9.03.

     

    
      
        (l)
          Casualty
          Credit:
          As
          defined in Section 14.02.

      

    

     

    
      
        (m)
          Claim(s):
          As
          defined in Section 9.08.

      

    

     

    
      
        (n)
          Claim
          Notice:
          As
          defined in Section 9.08.

      

    

     

    (o) Change
      of Control of Buyer:
      A
      change of more than 51% of the ownership of Buyer from Buyer’s Principals to
      others or a change of voting control of Buyer from Buyer’s Principals to
      others.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (p) Closing
      Date:
      The date
      on which the transactions described in this Agreement are consummated, which
      shall be on or before the third Business Day after the Buyer obtains a gaming
      license for the Hotel/Casino from the Gaming Authority and upon which the staff
      of the Gaming Authority is available to supervise the Closing.

     

    (q) Closing
      Statement:
      As
      defined in Section 5.01.

     

    (r) Corps
      of Engineers Permit(s):
      The
      permit(s) issued by the U.S. Army Corps of Engineers for the docking facilities
      at the Hotel/Casino attached hereto as Exhibit “M.”

     

    (s) Deposit:
      As
      defined in Section 3.02.

     

    (t) Environmental
      Laws:
      Means
      any and all applicable Laws which (1) regulate or relate to the protection
      or
      clean up of the environment; the use, treatment, storage, transportation,
      handling, disposal or release of Hazardous Substances, the preservation or
      protection of waterways, groundwater, drinking water, air, wildlife, plants
      or
      other natural resources; or the health and safety of Persons or property,
      including without limitation protection of the health and safety of employees;
      or (2) impose liability or responsibility with respect to any of the foregoing,
      including without limitation the Comprehensive Environmental Response,
      Compensation and Liability Act (42 U.S.C Section 9601 et seq.), or any other
      law
      of similar effect.

     

    (u) Escrow
      Agent:
      Chicago
      Title Insurance Company acting pursuant to the Escrow Agreement attached as
      Exhibit “O” and of even date and execution herewith among it, Buyer and
      Seller.

     

    
      	 	
              (v)

            	
              FCC
                License(s):
                The
                license(s) to operate a base station and two-way security radios
                at the
                Hotel/Casino, attached hereto as Exhibit
“L.”

            


    

     

    
      	 	
              (w)

            	
              FICA:
                As
                defined in Section 6.02.

            


    

     

    
      	 	
              (x)

            	
              Fixtures:
                All fixtures owned by Seller and placed on, attached to, or located
                at and
                used in connection with the operation of the
                Hotel/Casino.

            


    

     

    
      	 	
              (y)

            	
              FUTA:
                As
                defined in Section 6.02.

            


    

     

    
      	 	
              (z)

            	
              GAAP:
                As
                defined in Section 7.02.

            


    

     

    
      	 	
              (aa)

            	
              Gaming
                Authority:
                The Mississippi Gaming Commission and any successor government authority
                that may be charged with its
                responsibilities.

            


    

     

    
      	 	
              (bb)

            	
              General
                Liability Period:
                As
                defined in Section 9.01.

            


    

     

    
      	 	
              (cc)

            	
              Hotel/Casino:
                The hotel, Vessel and accessory buildings and facilities commonly
                known as
                the Horizon Casino and Hotel, having as its street address 1310 Mulberry
                Street, Vicksburg, MS 39180.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (dd)

            	
              House
                Funds:
                Cash on hand for Hotel/Casino manager’s petty cash fund and cashiers’
                banks.

            


    

     

    
      	 	
              (ee)

            	
              Inventoried
                Property:
                As
                defined in Section 11.01.

            


    

     

    
      	 	
              (ff)

            	
              Knowledge:
                As
                defined in Section 7.20.

            


    

     

    
      	 	
              (gg)

            	
              Land:
                Those certain parcels of land located in the City of Vicksburg, County
                of
                Warren, State of Mississippi, as more particularly described in Exhibit
                “A” to this Agreement, and all right, title and interest in and to all
                rights, privileges and easements appurtenant
                thereto.

            


    

     

    
      	 	
              (hh)

            	
              Leases:
                Leases, occupancy and concession agreements which are currently held
                by
                Seller and utilized in the operations of the Hotel/Casino and listed
                as
                Exhibit “I.”

            


    

     

    
      	 	
              (ii)

            	
              License:
                As
                defined in Section 4.02(a).

            


    

     

    
      	 	
              (jj)

            	
              License
                Coordinator:
                As
                defined in Section 4.02(b).

            


    

     

    
      	 	
              (kk)

            	
              License
                Period:
                As
                defined in Section 4.02(a).

            


    

     

    
      	 	
              (ll)

            	
              Licensed
                Consumables:
                As
                defined in Section 1.01(uu)(vi).

            


    

     

    
      	 	
              (mm)

            	
              Licensed
                Marks:
                Certain System Marks listed on Exhibit “P-1” which will be subject to the
                License set forth in Section 4.02.

            


    

     

    
      	 	
              (nn)

            	
              Master
                Agreement:
                The Amended and Restated Master Purchase and Sale Agreement between
                the
                City of Vicksburg, Mississippi and Seller dated October 24,
                2003.

            


    

     

    
      	 	
              (oo)

            	
              Master
                Agreement Release:
                A
                release of Seller and its affiliates from liability under the Master
                Agreement in the form attached as Exhibit
“LL”.

            


    

     

    
      	 	
              (pp)

            	
              Operating
                Agreements:
                All service contracts, equipment leases, software license agreements,
                sign
                leases, Leases and other contracts, arrangements, understandings
                and
                agreements affecting the
                Hotel/Casino.

            


    

     

    
      	 	
              (qq)

            	
              Master
                Agreement Estoppel:
                The
                estoppel and consent by the City of Vicksburg, Mississippi of the
                matters
                provided in 11.02 (f) herein. 

            


    

     

    
      	 	
              (rr)

            	
              Operations
                Settlement:
                A
                final accounting as of the Transfer Time prepared by Seller’s accountants
                in the period between eight o’clock p.m. on the Closing Date and twelve
                o’clock noon on the day immediately following the Closing Date, the
                results of which shall be incorporated into a written operations
                settlement statement which shall be executed by Buyer and Seller
                and the
                amount due to Seller thereunder shall be paid for by Buyer on or
                before
                noon on the day after the Closing Date. Each party shall bear their
                own
                costs of participation in preparation of the Operations
                Settlement.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ss)

            	
               Other
                Revenues:
                All revenues earned from the operation of the Hotel/Casino other
                than Room
                Revenues, including, without limitation, gaming revenues, revenues
                from
                the sale of food, the sale of alcoholic and nonalcoholic beverages,
                rental
                of meeting and banquet rooms, rentals of portions of the Hotel/Casino
                for
                operation by third parties, telephone sales, pay television sales,
                valet
                and parking services, and other similar revenues, together with any
                sales
                tax or other taxes thereon, but excluding the revenues of all portions
                of
                the Hotel/Casino which are leased to
                others.

            


    

     

    
      	 	
              (tt)

            	
              Passenger/Delivery
                Vehicles:
                Those certain passenger or delivery vehicles identified in Exhibit
“E.”
                

            


    

     

    
      	
            	(uu)	
              Past
                Practice: Means
                the manner in which the business of the Hotel/Casino was conducted
                prior
                to the date of this Agreement.

            


    

     

    
      	 	
              (vv)

            	
              Permits:
                All state, municipal or other licenses or permits currently utilized
                and
                necessary for the operation of the Hotel/Casino as identified on
                Exhibit
                G.

            


    

     

    
      	 	
              (ww)

            	
              Personal
                Property:
                All office, hotel, casino, showroom, restaurant, bar, convention,
                meeting
                and other furniture, fixtures, furnishings, appliances, equipment,
                slot
                machines, gaming tables and gaming paraphernalia (including parts
                or
                inventories thereof), Passenger/Delivery Vehicles, point of sale
                equipment, two-way security radios and base station, maintenance
                equipment, tools, signs and signage, office supplies, cleaning supplies
                in
                unopened cases or bulk containers or packages; linens (sheets, towels,
                blankets, napkins), uniforms, silverware, glassware, chinaware, pots,
                pans
                and utensils, food, beverage, and alcoholic beverage inventories,
                customer
                records, vendor records, records relating to regulatory compliance
                of the
                Hotel/Casino, and all other personal property currently utilized
                in the
                operation of the Hotel/Casino owned by Seller, and all books, records,
                files, correspondence and agreements relating to the foregoing, but
                excluding:

            


    

     

    
      	 	 	
              (i)

            	
              any
                personal property covered by equipment leases, licenses or other
                agreement
                which Seller is unable to assign or transfer to Buyer after utilizing
                its
                best efforts to do so and which are identified on Exhibit
                “V”.

            


    

     

    
      	
            	(ii)	
              any
                and all signs, menus, stationery, gift shop inventory or other items
                indicating that the Property is owned and/or operated by or on behalf
                of
                Seller or identifying the Property as Horizon Casino and Hotel; or
                bearing
                the System Mark, “Horizon” or any other System Mark of Seller’s affiliates
                except for forms and consumable items specifically designated in
                Exhibit
                “P-2” with an asterisk (*) (“Licensed Consumables”) which shall be
                included in the sale of the Property on the condition that they may
                be
                used only during the License Period and will be destroyed promptly
                upon
                the expiration thereof;  

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              (iii)

            	
              all
                records, files and operating manuals of the Hotel/Casino other than
                records or operating manuals for mechanical equipment included as
                Personal
                Property in (xx) above; 

            


    

    


    
      	 	
              (iv)

            	
              all
                corporate records, files and memorabilia of Seller and any past or
                present
                corporate Affiliates or predecessors of
                Seller;

            


    

     

    
      	 	 	
              (v)

            	
              any
                licenses or permits that are not transferable such as gaming licenses
                or
                liquor licenses;

            


    

     

    
      	 	 	
              (vi)

            	
              any
                personal property of the Hotel/Casino’s employees, and all personal
                property, trade fixtures, signs, inventory or equipment of any lessee
                or
                concessionaire of the Hotel/Casino;

            


    

     

    
      	
            	(vii)	
              any
                of Seller’s insurance policies and proceeds thereof;
                and

            


    

     

    
      	 	 	
              (viii)

            	
              all
                chips (including “reserve” chips not currently in circulation), tokens or
                plaquemines, which shall be accounted for and destroyed in accordance
                with
                Section 13.06.

            


    

     

    
      	 	
              (xx)

            	
              Property:
                A
                collective term that shall mean substantially all of the assets of
                Seller
                utilized in the operation of the Vicksburg Horizon Casino and Hotel
                located in Vicksburg, Mississippi including Land, Hotel/Casino, Fixtures,
                Vessel, Corps of Engineers Permits and any other transferable licenses
                or
                permits, Inventoried Property, Leases, Licensed Marks, Operating
                Agreements assigned to and assumed by Buyer in accordance with this
                Agreement, Passenger/Delivery Vehicles and Personal Property, including
                without limitation all real property on which the Hotel/Casino operates
                its business, parking lot operations, office or administrative operations
                are conducted and all assets of Seller which are otherwise material
                and
                reasonably necessary for the conduct of the business of the Seller
                and
                substantially the same as presently utilized in a manner consistent
                with
                Past Practice.

            


    

     

    
      	 	
              (yy)

            	
              Purchase
                Price:
                The amount specified in Article III as the purchase price for the
                Property.

            


    

     

    
      	 	
              (zz)

            	
              Replacement
                Guaranty:
                Seller’s guaranty of the Master Agreement in the form attached as Exhibit
                “EE” to this Agreement.

            


    

     

    
      	 	
              (aaa)

            	
              Room
                Revenues:
                All revenues from the rental of guest rooms at the Hotel/Casino,
                (but
                excluding any items included in the definition of Other Revenues),
                together with any sales or other taxes
                thereon.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	(bbb)	
              Seller:  shall
                mean:

            


    

     

    Columbia
      Properties Vicksburg, LLC

    740
      Centre View Boulevard

    Crestview
      Hills, KY 41017

     

    
      	 	
              (ccc)

            	
              Seller’s
                Purchase Agreement Breach:
                As
                defined in Section 9.03.

            


    

     

    
      	 	
              (ddd)

            	
              Surveys:
                Those certain surveys of the Land and Hotel/Casino which are annexed as
                Exhibit “A-1” to this Agreement.

            


    

     

    
      	 	
              (eee)

            	
              System
                Mark(s):
                As defined in Section 4.01.

            


    

     

    
      	 	
              (fff)

            	
              Territory:
                As
                defined in Section 4.02(a).

            


    

     

    
      	 	
              (ggg)

            	
              Threshold:
                As
                defined in Section 14.02.

            


    

     

    
      	 	
              (hhh)

            	
              Title
                Insurance Commitment: 
                As
                defined in Section 12.01(a) 

            


    

     

    
      	 	
              (iii)

            	
              Title
                Insurer:
                Chicago Title Insurance Company.

            


    

     

    
      	 	
              (jjj)

            	
              Title
                Policy:
                That certain policy of title insurance to be issued for the benefit
                of
                Buyer pursuant to the terms of the Title Insurance
                Commitment.

            


    

     

    
      	 	
              (kkk)

            	
              Transfer
                Time:
                The end of the regulatory gaming day of Seller on the Closing Date,
                which
                shall be 0:00am.

            


    

     

    
      	 	
              (lll)

            	
              Tray
                Ledger:
                Any accounts receivable for charges up to the Transfer Time of registered
                guests who have not checked out and who are occupying rooms at the
                Hotel/Casino on the evening of the Closing
                Date.

            


    

     

    
      	
            	(mmm)	
              Vessel: The
                vessel known as The Star of Vicksburg, formerly known as the Merimac
                3.

            


    

    
 

    ARTICLE
      II.

    ASSETS
      PURCHASED AND SOLD

     

    2.01. Purchase
      and Sale; Limited Assumption of Liability

     

    (a) Subject
      to the terms and conditions of this Agreement Buyer agrees to purchase, and
      Seller agrees to sell, convey, transfer and assign all of the rights, title
      and
      interest to the Property to Buyer, at the Closing, free and clear of all liens,
      claims, liabilities, encumbrances and rights or interests of others of any
      kind
      (collectively, “Liens”), except as otherwise expressly provided in this
      Agreement. 

     

    (b) Buyer
      shall not assume, and shall have no liability under or by reason of this
      Agreement for, any obligations, duties or liabilities of whatever kind or nature
      of Seller, other than those liabilities and obligations expressly assumed under
      this Agreement and the Closing Documents.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    2.02. Removal
      of Other Property

     

    All
      items
      of Personal Property located at the Hotel/Casino, which are not included in
      the
      sale and are identified in Exhibit “V” hereto, may be removed on the Closing
      Date and within thirty (30) days after the Closing Date by Seller. Seller shall
      be responsible for the cost of any repairs necessitated by such removal, but
      without any obligation on the part of Seller to replace any item so removed.
      Upon written request to Buyer, Seller may be granted a right of entry into
      the
      Hotel/Casino and onto and across the Land and Vessel at reasonable times after
      the Closing Date and within such thirty (30) day period to effect such removal.
      

     

    2.03. Operating
      Agreements

     

    Seller
      shall assign and transfer to Buyer at Closing, and Buyer shall assume all of
      Seller’s rights and obligations arising from and after the Closing Date under
      the Operating Agreements which are identified in Exhibit “B”, and any renewals
      or extensions thereof identified to and approved by Buyer prior to Closing,
      but
      only to the extent that such assignments are legally and contractually
      permitted. Prior to the date hereof, Seller has furnished Buyer with copies
      of
      all Operating Agreements which are being assigned at Closing, including all
      written agreements. Buyer shall execute any financial statements, applications,
      assumption agreements and/or other documents which may be required to: (a)
      effect the assignment and assumption of any Operating Agreements; and (b) secure
      Seller’s release from any continuing or contingent liability thereunder. Buyer
      shall pay all fees and expenses in regard to such assignments or transfers,
      including any transfer charges necessary to obtain the consent of any party
      or
      cancellation charges paid to any party whose consent, if required due to Buyer’s
      failure to meet such supplier’s commercially reasonable credit qualifications
      for assumption of and release of Seller from liability under any Operating
      Agreement, cannot be obtained. Whenever Seller’s release from continuing
      liability with respect to any Operating Agreement is not forthcoming from the
      contracting or issuing party, Buyer agrees to indemnify Seller from any
      liability regarding such Operating Agreement for the period following the
      Closing.

     

    Buyer
      understands and agrees that it is solely Buyer’s responsibility to enter into
      any and all agreements necessary to conduct business at the Hotel/Casino from
      and after the Closing Date except for those Operating Agreements set forth
      on
      Schedule B which are being assumed at Closing. Buyer shall also be responsible
      to obtain new licenses and permits for the Hotel/Casino. No licenses or permits
      will be transferred by Seller in connection with the sale of the Hotel/Casino,
      other than the FCC License(s) and Corps of Engineers Permit(s). 

     

    Buyer’s
      failure to obtain any Operating Agreements, licenses or permits which are
      necessary or convenient to the operation of the Hotel/Casino shall not affect
      or
      delay the obligation of Buyer hereunder to purchase the Property except as
      provided in Section 10.02(c) with respect to the license to be issued by the
      Gaming Authority. Seller agrees to provide Buyer with reasonable assistance
      in
      order to allow Buyer to fully complete and file the applications and other
      documents related to the foregoing. 

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III.

    PURCHASE
      PRICE

     

    3.01. Purchase
      Price; Payment 

     

    
      	 	
              (a)

            	
              The
                purchase price for the Property (“Purchase Price”) shall be Thirty-Five
                Million Dollars ($35,000,000) (subject to adjustment as described
                below).

            


    

     

    
      	 	
              (b)

            	
              For
                the purpose of this Section, “Net Delivered Equity” means Delivered Assets
                LESS Delivered Liabilities. “Delivered Assets” means the net book value of
                the Seller’s current assets as set forth on Seller’s books and records at
                Closing, which Delivered Assets shall not include cash and cash
                equivalents of Seller and House Funds. “Delivered Liabilities” includes
                Seller’s accounts payable incurred in the ordinary course of business and
                other current liabilities as contained in Seller’s books and records at
                Closing that are related to obligations assumed by Buyer under this
                Agreement. The Net Delivered Equity shall be determined in accordance
                with
                GAAP and using the same accounts, accounting methods, assumptions
                and
                methodologies as have been historically and consistently used in
                preparing
                the internal financial statements of Seller (the “Accounting Principles”).
                For purposes of this Section 3.01, “Target” shall mean $0.00.
                

            


    

     

    
      	 	
              (c)

            	
              Seller
                will, not more than thirty (30) business days before Closing, prepare
                a
                written statement setting forth in reasonable detail its determination
                of
                the Net Delivered Equity as of the then most recent calendar month
                end
                (the “Preliminary Statement”), which such statement shall be delivered to
                Buyer not less than two (2) business days prior to the Closing for
                Buyer’s
                review. The Statement will be prepared in accordance with the Accounting
                Principles. At Closing, Seller, in consultation with Buyer, will
                prepare
                and deliver to Buyer a written statement setting forth in reasonable
                detail Seller’s determination of the Net Delivered Equity as of the
                Closing Date (the “Final Statement”), determined in accordance with the
                Accounting Principles. The Final Statement shall be equitably and
                ratably
                adjusted as of the Closing Date to reflect the prorations and adjustments
                contained in the Closing Statement pursuant to Section 5.01(a) of
                this
                Agreement. The Purchase Price will be modified as follows:
                

            


    

     

    
      	 	
              (i)

            	
              if
                Net Delivered Equity shown on the Final Statement exceeds the Target,
                then
                the Purchase Price will be increased by the amount of such excess;
                and

            


    

     

    
      	 	
              (ii)

            	
              if
                Net Delivered Equity shown on the Final Statement is less than the
                Target,
                then the Purchase Price will be decreased by the amount of such
                shortfall.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (d) The
      Final
      Statement will be final, conclusive and binding on the parties unless Buyer
      provides a written notice (a “Dispute Notice”) to Seller no later than ninety
      (90) days after the Closing setting forth in reasonable detail Buyer’s
      disagreement with any part of the Final Statement and the monetary amount of
      such disagreement. Any item or amount to which no dispute is raised in the
      Dispute Notice will be final, conclusive and binding on the parties. Buyer
      and
      Seller will attempt to resolve the matters raised in a Dispute Notice in good
      faith. Seven (7) business days after delivery of the Dispute Notice, either
      Buyer or Seller may provide written notice to the other that it elects to submit
      the disputed items to a “Big Four” accounting firm with which neither Seller nor
      Buyer has an economic relationship (the “Referee”). The Referee will promptly,
      in accordance with the Commercial Arbitration Rules of the American Arbitration
      Association, review only those items and amounts specifically set forth and
      objected to in the Dispute Notice and resolve the dispute with respect to each
      such specific item and amount in accordance with the Accounting Principles.
      The
      fees and expenses of the Referee will be shared equally by Seller and Buyer,
      and
      the decision of the Referee with respect to the items of the Statement submitted
      to it will be final, conclusive and binding on the parties. Each of the parties
      to this Agreement agrees to use its commercially reasonable efforts to cooperate
      with the Referee and to cause the Referee to resolve any dispute no later than
      thirty days after selection of the Referee. After the resolution of any dispute
      as described above: (x) if Net Delivered Equity, as adjusted in accordance
      with
      the determination of the Referee, exceeds the Net Delivered Equity, as set
      forth
      in the Statement, then Buyer will pay to Seller the amount of such overage
      within three (3) days after such resolution; and (y) if Net Delivered Equity,
      as
      adjusted in accordance with the determination of the Referee, is less than
      Net
      Delivered Equity, as set forth in the Statement, Seller, shall pay to Buyer
      the
      amount of such shortfall within three (3) days after such resolution.


     

    
      	 	
              (e)

            	
              The
                Purchase Price shall be paid in the following
                manner:

            


    

     

    
      	 	
              (i)

            	
              Escrow
                Agent shall deliver the Deposit to Seller in accordance with the
                Escrow
                Agreement.

            


    

     

    
      	 	
              (ii)

            	
              to
                the extent Buyer is unable to provide the entire Purchase Price in
                cash at
                the Closing, the Buyer will execute and deliver to Seller a promissory
                note in the form of Exhibit “C” attached hereto with the principal amount
                of up to $5 million, with interest at the rate of 1% per annum in
                excess
                of the applicable interest rate in mezzanine financing provided to
                Buyer
                by CIBC (or such other financing source utilized by Buyer if CIBC
                provides
                no such financing), and with all principal and all accrued interest
                due
                and payable three (3) years after the Closing (the
                “Note”); and 

            


    

     

    
      	 	
              (iii)

            	
              at
                the Closing, Buyer will pay Seller the balance of the Purchase Price,
                less
                the amount of the Deposit and the principal amount of the Note, by
                wire
                transfer of immediately available
                funds.

            


    

     

    The
      Purchase Price shall be allocated as provided on Exhibit “D” attached hereto and
      incorporated herein. The parties shall use the foregoing allocation for all
      matters in which it is relevant, including, without limitation, all filings
      with
      federal, state and local authorities. The parties shall use the foregoing
      allocation for all matters in which it is relevant, including, without
      limitation, all filings with federal, state and local authorities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    3.02. Deposit

     

    Concurrently
      with the execution of this Agreement by Buyer and Seller on the date hereof,
      Buyer has deposited the amount of TWO MILLION DOLLARS ($2,000,000) (the
“Deposit”) with Escrow Agent. The Deposit shall (subject to collection of funds)
      be applied in accordance with the terms of this Agreement and the Escrow
      Agreement. Interest earned on the Deposit shall follow the application of the
      principal.

     

    ARTICLE
      IV.

    SERVICE
      MARKS

     

    4.01. Rights
      of Seller

     

    Buyer
      understands that the name “Horizon Casino” is the name applied to a system of
      hotel/casinos operated by Seller and Seller’s Affiliates. Buyer recognizes
      Seller’s exclusive right to the name “Horizon” and all service marks,
      trademarks, copyrights, trade names, patents, fictitious firm names, color
      arrangements, designs, logos and other registrations now or hereafter held
      or
      applied for in connection therewith (collectively, the “System Mark” or “System
      Marks”), and Seller’s right, title and interest in and to, any System Marks,
      including but not limited to the trade name “Horizon” and the trademarks and
      service marks listed in Exhibit “P-1” relating to and/or used in the ownership,
      use and/or operation of the Hotel/Casino and all goodwill associated therewith,
      directly or indirectly relating thereto and/or used in the ownership, use and/or
      operation of the Hotel/Casino and disclaims any right or interest therein,
      regardless of the legal protection afforded to such System Marks. Except as
      provided in Section 4.02, with respect to the Licensed Marks, Buyer agrees
      not
      to use the name “Horizon,” or any variation of such name or word, or any System
      Mark of Seller or any subsidiary (direct or indirect) or related entity in
      connection with the operation of the Hotel/Casino or any other business. This
      Section shall survive Closing and be enforceable by Seller and any other party
      owning such System Marks by any means available at law or equity, including
      injunctive relief, which Buyer agrees is an appropriate remedy.

     

    4.02. License
      of Licensed Marks

     

    
      	 	
              (a)

            	
              License.
                Seller grants to Buyer the non-exclusive, personal and non-transferable
                right (the “License”) to use the Licensed Marks for a period of six (6)
                months after Closing for the purposes specified in Exhibit “Q” (the
                “License Period”) unless the License is earlier terminated pursuant to the
                terms of this Section. Buyer shall only use the Licensed Marks in
                connection with its operation of the Hotel/Casino and the Licensed
                Marks
                may be used, published or advertised for the benefit of the Hotel/Casino
                only within the State of Mississippi and states contiguous thereto
                (the
                “Territory”). In no event shall Buyer use the Licensed Marks in its or its
                Affiliates corporate name. No license of any other System Mark is
                granted.
                At all times during the License Period, Buyer shall maintain signs
                (of
                size, content, location and number all to be approved in writing
                by
                Seller, in its reasonable discretion) advising the public, and otherwise
                in all forms of advertisement, advising the public, that there is
                no
                affiliation between the Hotel/Casino and Buyer and Seller or any
                of
                Seller’s Affiliates.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Use
                of the Licensed Marks.
                Buyer agrees that all uses including, without limitation, display,
                advertising and/or promotional activities relating to and/or incorporating
                the Licensed Marks by Buyer shall be of such style, appearance and
                quality
                as to be suited to exploitation to the advantage and enhancement
                of the
                Licensed Marks and the goodwill pertaining thereto. Buyer shall maintain
                a
                level of quality in the use of the Licensed Marks and operation and
                maintenance of the Hotel/Casino, which is at least commensurate with
                Seller’s practiced standards as of the date of this Agreement. Whenever
                Buyer uses the Licensed Marks in advertising or in any other manner
                in
                connection with the operation of the Hotel/Casino, Buyer shall clearly
                indicate Seller’s ownership of the Licensed Marks. Licensed Consumables
                shall be clearly marked with stickers containing a statement, disclaiming
                affiliation with Seller and Seller’s Affiliates and disclosing that use is
                pursuant to this License, in form approved in advance by Seller.
                Buyer
                shall provide the General Counsel of Seller, or her designee (the
“License
                Coordinator”), with samples of all signs, advertising, promotional
                material, literature, packages and labels prepared by or for Buyer
                and
                intended to be used by Buyer to obtain prior written approval by
                Seller;
                provided, however, Buyer shall not be required to obtain prior written
                approval for the use of the Licensed Marks from Seller if Buyer’s use of
                the Licensed Marks continues the use of such marks in the same manner,
                scope and content as the Licensed Marks are currently used by Seller.
                The
                License Coordinator, on behalf of Seller, shall have a period of
                fourteen
                (14) calendar days to approve in his or her sole and absolute discretion,
                the use of the Licensed Marks by Buyer. Seller’s failure to respond within
                such period shall be deemed an acceptance of Buyer’s request. Buyer’s
                license to use the Licensed Marks shall terminate if Buyer uses the
                Licensed Marks outside of the Territory or uses the Licensed Marks
                on a
                sign, in advertising, on promotional materials, in literature, packages
                or
                labels which has not been so approved by the License Coordinator.
                When
                using the Licensed Marks, Buyer undertakes to comply with all laws
                pertaining to the Licensed Marks in force at any time in the State
                of
                Mississippi and, to the extent applicable, United States federal
                law.
                Buyer shall not, after the expiration of the License, adopt or use
                any
                trademark, service mark or trade name in connection with any goods
                or
                services which in whole or in part is confusingly similar to the
                Licensed
                Marks. Except as provided in Section 11.02(l), nothing contained
                in this
                Agreement shall restrict or restrain Seller or Seller’s Affiliates in any
                fashion whatsoever from the right to use, register and/or further
                license
                or sublicense any System Mark.

            


    

     

    
      	 	
              (c)

            	
              Protection
                of the Licensed Marks.
                Buyer recognizes Seller’s ownership of the Licensed Marks and agrees that
                it will not, during the License Period or at any time thereafter,
                (a)
                attack the title or any rights of Seller or its affiliates in and
                to the
                Licensed Marks; (b) claim adversely to Seller or anyone rightfully
                claiming through Seller any right, title, or interest in and to the
                Licensed Marks except as provided for in this Agreement; (c) knowingly
                misuse or harm or bring into dispute the Licensed Marks; or (d) claim
                or
                assert any right, title or interest in the Licensed Marks or in any
                trademark including a Licensed Mark as a part thereof, other than
                pursuant
                to the provisions of this Agreement or as may be required by operation
                of
                law. Buyer agrees to cooperate fully and in good faith with Seller
                for the
                purpose of securing and preserving Seller’s rights in and to the Licensed
                Marks.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Inspections.
                To ensure Buyer’s compliance with this Agreement, at any time throughout
                the License Period (and from time to time thereafter as necessary
                to
                assure compliance with this Agreement), agents of Seller may conduct
                inspections (“Inspections”) on the premises of the Hotel/Casino and of all
                materials on which any of the Licensed Marks appear. If Seller in
                its
                reasonable judgment believes that Buyer has not maintained the requisite
                level of quality at the Hotel/Casino or has violated this Agreement
                in
                respect of any of the Licensed Marks (a “Violation”), Seller will provide
                Buyer with written notice of such belief and Buyer will have a period
                of
                ten (10) calendar days to cure all violations at its sole cost and
                expense; provided,
                however,
                that Seller shall not be responsible for any costs or expenses associated
                therewith. If Buyer has failed to cure any Violation to Seller’s
                satisfaction, in the reasonable discretion of Seller, on or before
                the
                last day to cure the noticed Violation, Seller shall have the absolute
                right to forthwith terminate this License upon five (5) calendar
                days’
                prior written notice to Buyer. Upon the termination of this License
                for
                any reason whatsoever, Buyer shall have no right to exploit or in
                any way
                use the Licensed Marks (or any of them). Upon such termination, Buyer
                shall forthwith take (or cause to be taken) any and all such action
                as may
                be required to discontinue use of the Licensed Marks (and any variation
                thereof, or any mark or marks confusingly similar thereto) within
                fifteen
                (15) calendar days thereafter, and Buyer shall thereby irrevocably
                release
                and disclaim any right or interest in or to the Licensed Marks, and
                shall
                forthwith have no right to make any use whatsoever of the Licensed
                Marks.

            


    

     

    
      	 	
              (e)

            	
              Destruction
                of Licensed Marks.
                Upon termination of this License for any reason, Buyer shall destroy
                at
                its own expense all signs or personal property (including without
                limitation, slot machine signs, building signs, ashtrays, office
                supplies,
                linen, glassware, paper goods, promotional items, guest checks, uniforms,
                carpets, and upholstery) bearing the Licensed
                Marks.

            


    

     

    
      	 	
              (f)

            	
              Infringement.
                In event that a Licensed Mark is infringed upon by a third party,
                Seller
                shall have the sole right to sue for infringement and to recover
                and
                retain any and all damages. Seller need not initiate suit against
                alleged
                imitators or infringers of the Licensed Marks. Buyer shall cooperate,
                at
                Seller’s cost and expense, with Seller when any such suit is brought by
                Seller or defended by Seller unless such suit is caused by an act
                or
                omission or act of Buyer in which case the cost of such litigation
                shall
                be paid by Buyer. Buyer shall have the obligation to notify Seller
                of any
                infringement of the Licensed Marks of which it has
                knowledge.

            


    

     

    
      	 	
              (g)

            	
              Duty
                to Insure/Indemnify.
                Buyer agrees to indemnify, defend, and hold harmless Seller and Seller’s
                affiliates, against any proceeding instituted by any third party
                against
                Seller or Seller’s affiliates, or any combination of them, arising out of
                any activities of Buyer pursuant to the License and Buyer’s use of the
                Licensed Marks against any costs, damages or penalties that may be
                imposed
                on Seller or Seller’s affiliates. Buyer shall obtain and maintain
                occurrence based commercial general liability insurance in the amount
                of
                $20,000,000 per occurrence during the License Period. In connection
                with
                such obligation, Buyer shall furnish Seller on the Closing Date an
                Accord
                Certificate of Insurance establishing that such insurance is in effect
                and
                will not be cancelled or modified in less than 30 days’ prior written
                notice to Seller. Seller and its affilates shall be named as additional
                insureds under the insurance
                policy.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              Termination
                of License.
                The License shall immediately terminate
                upon:

            


    

     

    
      	 	
              (i)

            	
              the
                expiration of the License Period and, as to each specific purpose,
                the
                expiration of the License Period applicable to such
                purpose;

            


    

     

    
      	 	
              (ii)

            	
              the
                use of a Licensed Mark outside of the Territory or at facility other
                than
                the Hotel/Casino;

            


    

     

    
      	 	
              (iii)

            	
              Buyer,
                Buyer’s Principals or any of Buyer’s managers or members or legal or
                beneficial owners are determined to be unsuitable or unqualified
                under the
                laws of any jurisdiction by the applicable gaming authority of that
                jurisdiction and such Person has not been terminated or otherwise
                removed
                by Buyer within thirty (30) days following such
                determination;

            


    

     

    
      	 	
              (iv)

            	
              Buyer’s
                failure to maintain signs approved in writing or deemed approved
                by Seller
                advising the public that there is no affiliation between Buyer and
                Seller;

            


    

     

    
      	 	
              (v)

            	
              Buyer’s
                commencement of any business at the Hotel/Casino that is materially
                different from any business currently being conducted at the
                Hotel/Casino;

            


    

     

    
      	 	
              (vi)

            	
              the
                use of a Licensed Mark in a manner that has not been approved in
                this
                Section 4.02 or in writing by Seller’s License
                Coordinator;

            


    

     

    
      	 	
              (vii)

            	
              Buyer’s
                failure to comply with Mississippi state or federal law relating
                to the
                use of the Licensed Marks;

            


    

     

    
      	 	
              (viii)

            	
              the
                assignment or transfer of the License granted herein to any person
                other
                than Buyer;

            


    

     

    
      	 	
              (ix)

            	
              the
                filing of bankruptcy by Buyer;

            


    

     

    
      	 	
              (x)

            	
              any
                other breach of the License, which breach is not cured within thirty
                (30)
                days after Seller delivers written notice thereof to
                Buyer.

            


    

     

    Notwithstanding
      the foregoing, Buyer’s license to use the chips, tokens and plaquemines bearing
      Seller’s System Marks, pursuant to Section 4.02 of this Agreement shall not
      terminate except in the instances identified in subsections (i), (ii)(but only
      as to use of the chips, tokens and plaquemines); (iii), (vi), (viii), (ix)
      or
      (x).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              Buyer’s
                Default.
                If Buyer defaults under the License granted pursuant to this Section
                4.02
                and in the other circumstances described in Section 4.02(h) above,
                Sellers
                may do any and all of the following: (i) obtain injunctive relief;
                (ii)
                terminate this License by notice to Buyer, and/or (iii) seek damages
                from
                Buyer.

            


    

     

    
      	 	
              (j)

            	
              Attorneys’
                Fees and Costs.
                If Buyer or Seller brings any suit or other proceeding with respect
                to the
                License, the Licensed Marks or any other matter contained in this
                Agreement, the prevailing party (as determined by the court, agency
                or
                other authority which adjudicates such suit or proceedings) shall,
                in
                addition to such other relief as may be awarded, be entitled to recover
                reasonable attorneys’ fees, expenses and costs of litigation as actually
                incurred.

            


    

     

    ARTICLE
      V.

    PRORATIONS
      AND ADJUSTMENTS

     

    5.01. Closing
      Statement/Operations Settlement

     

    
      	 	
              (a)

            	
              Closing
                Statement.
                Taxes; rents; revenues and expenses pertaining to assigned Operating
                Agreements; prepaid utility charges; and material deviations, if
                any, in
                the amount of inventoried Personal Property at the Hotel/Casino,
                occurring
                in the period between the first and second inventories provided for
                in
                Section 11.01, shall be prorated between Buyer and Seller pursuant
                to a
                written Closing Statement to be prepared by Buyer and Seller and
                executed
                by Buyer and Seller at the Closing. Any additional amounts owed by
                Buyer
                or credits due to Buyer shall be reflected in such Closing Statement
                and
                the Purchase Price shall be adjusted
                accordingly.

            


    

     

    
      	 	
              (b)

            	
              Operations
                Settlement.
                Room Revenues for the night of the Closing Date; prepaid deposits
                for
                confirmed reservations for Hotel/Casino facilities and services for
                periods after the Transfer Time; and the purchase price for the Tray
                Ledger shall be determined by the Operations Settlement. Any amounts
                determined to be due and owing to Seller pursuant to the Operations
                Settlement shall be paid for by Buyer, by cashier’s or certified check
                payable directly to Seller (and not by way of endorsement) or by
                wiring of
                federal funds to the account designated by Seller, no later than
                12:00
                noon (Central Time) on the day immediately following the Closing
                Date.

            


    

     

    5.02. Taxes

     

    At
      Closing, all real estate and tangible personal property taxes for the year
      of
      the Closing shall be prorated as of the Closing Date (with Buyer to pay taxes
      attributed to the Closing Date and all periods thereafter) using the latest
      available tax rates and assessments. Personal property taxes for the year of
      sale shall be adjusted in favor of and paid by Seller. Real property taxes
      for
      the year of sale shall, unless theretofore paid by Seller, be adjusted in favor
      of and paid by Buyer. If Seller shall have paid real property taxes for the
      year
      of sale, then real property taxes shall also be adjusted in favor of Seller.
      Seller shall have no obligation to readjust such pro-rations after the Closing.
      Seller shall pay general real estate and tangible personal property taxes and
      all special taxes or assessments for all years prior to the year of the Closing,
      except that, if any assessment against the Property is payable in installments,
      the Buyer shall pay any and all of such installments which may be paid after
      the
      Closing Date, and any installment relating to the year of Closing shall be
      prorated as of the Closing Date (with Buyer to pay all portions of such
      installment attributed to the Closing Date and all periods thereafter). Any
      tax
      refunds or rebates occurring or accruing before the Closing Date shall remain
      the property of Seller. All taxes or assessments becoming a lien on the Property
      on or after the Closing Date or which become due and payable on or after the
      Closing Date shall be paid by Buyer. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    5.03. Utilities

     

    Prior
      to
      the Closing, Seller shall notify all utility companies servicing the Property
      of
      the anticipated change in ownership of the Property and request that all
      billings after the Transfer Time be made to Buyer at the Hotel/Casino address.
      Utility meters will be read, to the extent that the utility company will do
      so,
      during the daylight hours on the Closing Date, with charges to that time paid
      by
      Seller and charges thereafter paid by Buyer. Prepaid utility charges shall
      be
      adjusted on the Closing Statement and paid for at Closing. Charges for utilities
      which are un-metered, or the meters for which have not been read on the Closing
      Date, will be prorated between Buyer and Seller as of the Transfer Time based
      upon utility billings received after Closing. Seller or Buyer, as appropriate,
      shall, upon receipt, submit a copy of the utility billings for any such charges
      to the other party and such party shall pay its pro-rata share of such charges
      to the party requesting payment within seven (7) days from the date of any
      such
      request. This obligation shall survive Closing.

     

    Buyer
      shall be responsible for paying, before the Closing, all deposits required
      by
      utility companies in order to continue service at the Hotel/Casino for periods
      after the Transfer Time and shall take any other action and make any other
      payments required to assure uninterrupted availability of utilities at the
      Hotel/Casino and the Land for all periods after Closing. Following Closing,
      all
      utility deposits made by Seller may be refunded directly to Seller by the
      utility company holding same.

     

    5.04. Assigned
      Operating Agreements

     

    All
      income and expenses with respect to the assigned and assumed Operating
      Agreements will be prorated as of the Closing Date (with income and expenses
      for
      the Closing Date and thereafter to be allocated to Buyer). There shall be added
      to the amount due to Seller at Closing, on the Closing Statement, the amount
      of
      any rents paid for periods following the Closing Date, security deposits, or
      other deposits previously paid by Seller under any assigned Operating
      Agreements, and there shall be deducted from the amount due Seller at Closing,
      on the Closing Statement, any such amounts paid to and collected by Seller
      under
      any Operating Agreements.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    5.05. Room
      Revenues; Reservations; Frequent Player Awards; Tray Ledger, Accounts Receivable
      and House Funds

     

    
      	 	
              (a)

            	
              Room
                Revenues for the night of the Closing Date shall be divided equally
                between Buyer and Seller pursuant to the Operations Settlement. Other
                Revenues for the night of the Closing Date shall belong solely to
                and be
                retained by Seller.

            


    

     

    
      	 	
              (b)

            	
              Buyer
                will honor, for its account, the terms and rates of all pre-Closing
                reservations by guests or customers, including advance reservation
                cash
                deposits, for rooms or services confirmed by Seller for dates after
                the
                Closing Date. Buyer authorizes Seller to continue to accept reservations
                for periods after the Closing in the ordinary course of Seller’s business.
                Buyer recognizes that such reservations may include discounts or
                other
                benefits, including, without limitation, benefits under the frequent
                player or casino awards programs, group discounts, other discounts
                or
                requirements that food, beverage or other benefits be delivered by
                Buyer
                to the guest(s) holding such reservations. Buyer agrees that, following
                Closing, Buyer will continue to honor all such reservations in accordance
                with their terms provided that all such reservations have been made
                on
                terms consistent with past practices. At Closing, Seller will deliver
                to
                Buyer a complete list for reservations after Closing. Any pre-Closing
                deposits paid to Seller with respect to confirmed reservations for
                dates
                after the Closing Date will be credited to Buyer at the Operations
                Settlement. Any post-Closing deposits received by Seller with respect
                to
                confirmed reservations for dates after the Closing Date will be credited
                to Buyer at Closing. Buyer will honor all of Seller’s room allocation
                agreements and banquet facility and service agreements which have
                been
                granted to groups, persons or other customers for periods after the
                Closing Date at the rates and terms provided in such
                agreements.

            


    

     

    Buyer
      agrees that Seller cannot make and has made no representation or warranty that
      any party holding a reservation or agreement for rooms, facilities or services
      will utilize such reservation or honor such agreement. Buyer, by the execution
      hereof, assumes the risk of non-utilization of reservations and non-performance
      of such agreements.

     

    
      	 	
              (c)

            	
              Buyer
                agrees to honor all cash back awards extended by Seller to members
                of
                Seller’s frequent player award program on terms consistent with Seller’s
                past practice.

            


    

     

    
      	 	
              (d)

            	
              Buyer
                shall purchase the Tray Ledger from Seller pursuant to the Operations
                Settlement, which is not included in the Purchase Price and shall
                be in
                addition to the Purchase Price to the extent no adjustment is made
                to the
                Final Statement set forth in Section 3.01.


            


    

     

    
      	 	
              (e)

            	
              The
                collection of all accounts receivable other than the Tray Ledger
                accruing
                prior to the Transfer Time (including receivables and revenues for
                food,
                beverages and telephone) shall be the responsibility of Seller. Buyer
                shall not be obligated to collect any such accounts receivable or
                revenues
                for Seller, but if Buyer, following Closing, collects same, such
                amounts
                will be paid over to Seller
                immediately.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              (i)
                Seller shall have no further liability or responsibility after Closing
                with respect to any deposits for post-Closing matters; and (ii) Seller
                shall be entitled to retain deposits to the extent of rooms and/or
                services furnished by Seller for all matters or events which have
                been
                terminated or concluded on or before the Closing Date. Deposits include
                all security and other deposits, advance or pre-paid rents and key
                money
                or deposits (including, without limitation, any interest thereon)
                and
                “front money”.

            


    

     

    5.06. Accounts
      Payable and Expenses

     

    All
      accounts payable and expenses related to operation of the Property which have
      accrued on or before the Closing Date shall be paid by Buyer, subject to any
      adjustments of Net Delivered Equity made in accordance with Section 3.01. All
      accounts payable and expenses incurred by the Buyer accruing after the Transfer
      Time will be Buyer’s responsibility and Buyer shall indemnify and hold Seller
      harmless from all such accounts payable and expenses accruing after the Transfer
      Time. The indemnities provided in this Section shall survive
      Closing.

     

    5.07. Guests’
      Baggage

     

    Prior
      to
      Closing, Seller and Buyer shall take inventory of: (a) all baggage, suitcases,
      luggage, valises and trunks of hotel guests checked or left in the care of
      Seller; (b) all luggage or other property of guests retained by Seller as
      security for unpaid accounts receivable; and (c) the contents of the baggage
      storage room, provided, however, that no such baggage, suitcases, luggage,
      valises or trunks shall be opened. Except for the property referred to in (b)
      above, which shall be removed from the Hotel/Casino by Seller within ten (10)
      days after the Closing and for which Seller shall be liable, all such baggage
      and other items shall be sealed in a manner to be agreed upon by the parties
      and
      listed in an inventory prepared and signed jointly by said representatives
      of
      Seller and Buyer as of the Closing. Said baggage and other items shall be stored
      as Buyer shall choose, and Buyer shall be responsible for claims with respect
      thereto, unless the seal is broken, in which event the party having stored
      said
      baggage shall be responsible. Indemnity of Buyer under this Section 5.07 will
      be
      as set forth in Section 9.02.

     

    5.08. Guests’
      Safe Deposit Boxes

     

    Prior
      to
      Closing, Seller shall use its best efforts to send a notice by certified mail
      to
      the last known address of each person who has stored personal property in safe
      deposit boxes located on the Hotel/Casino, advising them that they must make
      arrangements with Buyer to continue use of their safe deposit box and that
      if
      they should fail to do so within thirty (30) days after the date such notice
      is
      sent the box will be opened in the presence of a representative of Seller,
      a
      representative of Buyer, and a Notary Public commissioned in the State of
      Mississippi; that the contents will be sealed in a package by the Notary Public,
      who shall write on the outside the name of the person who rented the safe
      deposit box and the date of the opening of the box in the presence of the
      representatives of the Seller and the Buyer. The Notary Public and the
      representatives of the Seller and the Buyer shall then execute a certificate
      reciting the name of the person who rented the safe deposit box, the date of
      the
      opening of the box and a list of its contents. The certificate shall be placed
      in the package and a copy of it sent by certified mail to the last known address
      of the person who rented the safe deposit box. The package will then be placed
      in a vault arranged by Buyer. Seller shall be responsible for and indemnify
      Buyer against claims of alleged missing items not contained on the certificate,
      and Buyer shall be responsible for and indemnify Seller against claims of
      alleged missing items listed on the certificate. Indemnities of Buyer and Seller
      for this Section 5.08 will be as set forth in Section 9.02 and Section 9.03,
      respectively.

     

    
      
        
        

      

      
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    ARTICLE
      VI.

    SELLER’S
      EMPLOYEES

     

    6.01. Employees;
      Indemnification

     

    (a)
      Effective as of the Closing Date, Seller shall terminate the employment of
      all
      of its employees. Subject to Buyer’s obligations in the following sentence,
      Seller agrees that it shall indemnify, defend and hold harmless Buyer from
      and
      against any loss, claim damage or liability arising out of claims by any
      employee whose employment is terminated by Seller. Buyer shall: (i) subject
      to
      Section 6.01(b) below, offer employment to a sufficient number of such employees
      on terms and conditions sufficient to avoid any violation of; and (ii)
      indemnify, defend and hold Seller harmless from and against any loss, claim,
      damage or liability under; the Worker Adjustment and Retraining Notification
      Act
      29 U.S.C. §2101 et. seq. (the “Act”) and regulations thereunder, whether as a
      result of: (i) any failure of Buyer to employ a sufficient number of Seller’s
      employees to avoid characterization of Seller’s termination of employees as a
      mass layoff or plant closing under the Act; or (ii) activities of Buyer with
      respect to such employees. The provisions of this Section 6.01 shall survive
      the
      Closing of this Agreement. 

     

    (b)
      Not
      more than fifteen (15) days prior to the Closing Date, Buyer and the Seller
      shall issue a joint letter notifying all Seller’s Employees that Buyer is
      purchasing the Hotel/Casino and intends to continue the employment of
      substantially all employees of the Hotel/Casino. The letter shall indicate
      that
      all Employees of Seller interested in being eligible to receive an offer from
      Buyer of continued employment should consent to the release of their personnel
      file to Buyer prior to Closing. At Closing, the Seller shall transfer to Buyer
      personnel records of each Employee of Seller who has consented to the transfer
      of such records. Notwithstanding the foregoing, Buyer shall not have access
      to
      personnel records of the Seller relating to individual performance or evaluation
      records, medical histories or other information which in Seller’s reasonably
      good faith opinion is prohibited by law. Buyer shall have no obligation under
      this Agreement to make an offer of continued employment to any Employee of
      Seller who does not consent to the release of its personnel file to Buyer prior
      to Closing. Prior to the Closing Date, Seller shall transfer to the Buyer
      compensation and service history of each Employee of Seller.

     

    6.02. Salaries,
      etc.

     

    Seller
      shall be responsible for accrued benefits, vacation pay, wages and salaries
      of
      all of its employees up to and including the Closing Date and Buyer shall have
      no liability or obligation with respect to such amounts or any other
      compensation accrued or payable by Seller to its employees for all periods
      prior
      to the Closing Date. Seller shall not be responsible for the payment of the
      salaries, vacation pay, wages, incentive compensation, or benefits of any
      employee of the Hotel/Casino accruing after the Transfer Time. Buyer shall
      be
      responsible for the payment of the salaries, vacation pay, wages, incentive
      compensation, or benefits of any employees of the Hotel/Casino who are employed
      by the Buyer accruing after the Transfer Time. The provisions of this Article
      VI
      shall survive Closing.

     

    


    
      
        
        

      

      
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    ARTICLE
      VII.

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      represents and warrants to Buyer that the statements contained in this Article
      VII are true and correct as of the date hereof and as of the date of
      Closing:

     

    7.01. Existence
      and Good Standing

     

    Seller
      is
      duly organized, validly existing and in good standing under the laws of its
      state of organization and is duly authorized to transact business in the State
      of Mississippi.

     

    7.02. Authority

     

    Seller
      owns, or has the right to transfer all of the Personal Property being sold
      or
      assigned pursuant to this Agreement and subject to the satisfaction of the
      conditions referred to in Section 10.01, Seller has, and on the Closing Date
      will have, all requisite power and authority to sell, convey, transfer and
      assign the Property to Buyer free and clear of all Liens except as set forth
      on
      Exhibits “B,”, “H” and “I” hereto and to enter into, execute and deliver this
      Agreement and perform all of the obligations to be performed by it hereunder,
      and consummate the transactions contemplated herein.

     

    7.03. Operation
      of Businesses

     

    (a) From
      the
      date of execution of this Agreement through and including the Closing Date,
      Seller will, subject to force majeure and events beyond Seller’s
      control:

     

    (i) Operate
      and carry on the business of the Hotel/Casino and its related food and beverage
      businesses, and services provided by the Hotel/Casino in Seller’s usual and
      ordinary course, and in a manner consistent with Seller’s current operating
      standards and past practices:

     

    (ii) Not
      engage in any line of business not being conducted as of the date
      hereof;

     

    (iii) Maintain
      the operating budget and expenditures on marketing efforts of the Hotel/Casino
      in an amount not less than the current amount of such operating budget and
      expenditures;

     

    (iv) Use
      its
      best efforts to maintain the Property in its current condition, except for
      reasonable wear and tear;

     

    
      
        
        

      

      
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    (v) Maintain
      in full force and effect all of the current insurance policies for the Property,
      or renew or replace such insurance policies at their respective expiration
      dates
      with substantially similar insurance policies from one or more other insurance
      carriers;

     

    (vi) Maintain
      the current level of payout to its customers on its slot machines and other
      gaming devices, in the same percentage as currently in effect on the date hereof
      and consistent with past practice;

     

    (vii) Maintain
      the Property and assets in material compliance with any law, regulation or
      permits affecting the Hotel/Casino;

     

    (viii) Use
      efforts in a manner consistent with Seller’s past practices, to keep available
      the services of its present employees and to maintain its relations and goodwill
      with its suppliers, customers, contractors and other persons with whom it has
      business relations; and

     

    Not
      merge
      or consolidate with any other entity, sell all or any substantial portion of
      its
      assets, or acquire any equity interests, the business or substantially all
      of
      the assets of any other entity, or enter into any agreement with respect to
      the
      foregoing.

     

    7.04. Notices
      of Violation

     

    Except
      as
      set forth in Exhibit “F”, Seller has no Knowledge of any building, fire, zoning
      law, Americans with Disability Act or any other regulatory or governmental
      violation at the Hotel/Casino that is currently outstanding and uncured and
      Seller has not received notice of any violation of law, regulation or permit
      affecting the Hotel/Casino, and Seller agrees to notify Buyer of any such
      violation that comes to its attention and correct such violation immediately
      at
      its own expense.

     

    7.05. Litigation

     

    To
      the
      Knowledge of Seller, there is no current or pending claim, judicial or
      administrative proceeding, governmental investigation or litigation naming
      Seller and: (i) affecting the Hotel/Casino or title to any Property, the
      operations thereof or Seller’s ability to convey the Hotel/Casino to Buyer; or
      (ii) that will become the legal responsibility of Buyer following Closing.
      

     

    7.06. Leases

     

    Exhibit
      “I” is a true and accurate list of all Leases currently utilized in the
      operation of the Hotel/Casino. No written notice has been received of any
      outstanding and uncured default in the performance of Seller’s obligations under
      such Leases. Seller shall notify Buyer in Exhibit “I” of any Lease which cannot
      be assigned to Buyer together into a description of the subject matter of such
      Lease.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    7.07. Title
      to Property; Condemnation Proceedings

     

    At
      the
      Closing, Seller shall transfer the Personal Property to Buyer, free and clear
      of
      all Liens other than matters of record and Operating Agreements and Leases.
      To
      the Knowledge of Seller there are no pending or threatened judicial proceedings
      seeking to condemn the Land or for eminent domain. Seller has not entered into
      any agreements in lieu of condemnation.

     

    7.08. Operating
      Agreements

     

    To
      the
      Knowledge of Seller, the Operating Agreements list attached as Exhibit “B” is an
      accurate and complete list of Hotel/Casino Operating Agreements currently
      utilized in the operation of the Hotel/Casino which are material to the business
      operations of Seller. This list includes any oral operating agreements.
      Additional operating agreements executed by Seller or its affiliates on a
      national level for the provision of goods or services to multiple
      casino-Hotel/Casinos, or Operating Agreements that will be terminated by Seller
      at or before Closing are described in Exhibit “H”. Seller shall be responsible
      for any Operating Agreements not listed on Exhibit “B”. Except for the Operating
      Agreements listed on Exhibit “B”, Seller is not a party to any contract,
      agreement, arrangement or understanding which is material to the operations
      of
      the Hotel/Casino.

     

    7.09. Licenses
      and Permits

     

    To
      the
      knowledge of Seller, Exhibit “G” is an accurate list of all licenses and permits
      held by Seller which are material to the operations of the Hotel/Casino.


     

    7.10. Operating
      Statements

     

    (a) Attached
      as Exhibit “N” to this Agreement are Hotel/Casino audited balance sheet and
      profit and loss statements for each of Seller’s fiscal years ended December
      2004, 2005, 2006 and unaudited balance sheet and profit and loss statements
      for
      the period ending September 30, 2007 (collectively, the “Financial Statements”).
      The Financial Statements (i) present fairly in all material respects, the
      financial position of Seller, results of operations and income and changes
      in
      financial position at and for the periods therein specified; and (ii) have
      been prepared consistent with past practices and in accordance with the
      Accounting Principles applied on a consistent basis, except that the unaudited
      Financial Statements do not contain notes and are subject to normal year-end
      adjustments.

     

    (b) Notwithstanding
      the representations of Seller set forth in Section 7.10(a) above, Buyer
      acknowledges that the costs shown by these Financial Statements may not
      accurately reflect all costs of operation or ownership of the Property which
      would be incurred by an independent owner or operator. By way of example, Seller
      may treat certain costs that might otherwise be reflected as Hotel/Casino costs,
      as general administrative costs of its corporate operations, and may not reflect
      such costs on the profit and loss statements. Changes in market conditions,
      methods of operation, traffic patterns and numerous other factors, which by
      their very nature constantly change, may adversely impact future financial
      performance. Ownership level costs such as accounting fees, taxes, legal and
      administrative costs are not reflected by these statements. Accordingly, Seller
      expressly disclaims any representation or warranty, by inference or otherwise,
      that the profit and loss statements accurately reflect all Hotel/Casino
      expenses, or that the future financial performance of the Hotel/Casino will
      be
      consistent with the financial performance reflect by such statements. Buyer
      agrees to rely solely upon its own analysis of conditions and the Property
      to
      evaluate the financial prospects of the Hotel/Casino.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    7.11. Union
      Contracts

     

    Seller
      is
      not a party to any union contracts, collective bargaining agreements or other
      agreements relating to the organization of employees in effect with respect
      to
      employees of the Property.

     

    7.12. Employee
      Information

     

    Exhibit
      “K” contains a materially accurate list of employee positions, including date of
      hire, current salary and job title of each employee of the Property.


     

    7.13. No
      Conflict

     

    The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein will not conflict with, breach, result in
      a
      default under, or violate any contract, agreement, commitment, document,
      instrument or judicial or administrative order or decree to which Seller is
      a
      party or by which it is bound.

     

    7.14. Vessel
      and Related Equipment

     

    
      	 	
              (a)

            	
              The
                Vessel presently docked at Vicksburg, Mississippi, Waterfront is
                a
                material part of the Property being transferred and sold by Seller
                pursuant to this Agreement, consisting of Vessel #587361, any and
                all
                improvements currently constructed on the Vessel together with any
                and all
                other appurtenances appertaining or belonging thereto, and additionally
                all log books, manuals, maintenance reports, inspection records,
                work
                records, plans, specifications, construction drawings, blue prints
                and
                other historical records relating to the Vessel in the possession
                of
                Seller, and existing warranties and contract rights with respect
                to the
                Vessel and the modifications thereto and improvements constructed
                thereon
                and, tools, appliances, supplies, parts, ramps, generators and related
                equipment (including, but not limited to, existing walkways) located
                at
                the sites where the Vessel is docked. Seller has, and at Closing
                shall
                transfer to Buyer, good and marketable title to the Vessel, free
                and clear
                of all Liens. 

            


    

     

    
      	 	
              (b)

            	
              To
                the best of Seller’s Knowledge, the Vessel meets U.S. Coast Guard
                standards applicable to floating casino vessels. Seller has received
                no
                written notices to the contrary. The Vessel has been constructed
                in the
                United States of America, and has major components manufactured with
                U.S.
                parts by U.S. manufacturers. The Vessel has always been owned by
                United
                States citizens under Section 2 of the Shipping Act and has always
                qualified for coastwise trade. The Vessel has been documented with
                the
                United States Coast Guard under certificates of documentation Vessel
                #587361. The Vessel has always been continuously insured under hull
                and
                P&I policies as customary in the
                industry.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    7.15. Environmental
      Matters. 

     

    
      	 	
              (a)

            	
              To
                the best of Seller’s Knowledge, Seller is in compliance with all
                Environmental Laws in all material
                respects.

            


    

     

    
      	 	
              (b)

            	
              Seller
                has no Knowledge of, and has not received any written notice of alleged,
                actual or potential responsibility for, or any inquiry or investigation
                regarding, any release or threatened release of Hazardous Substances
                or
                alleged violation of, or non-compliance with, any Environmental
                Law.

            


    

     

    
      	 	
              (c)

            	
              Seller
                has not entered into or agreed to any consent decree or order or
                is
                subject to any judgment, decree or judicial order relating to compliance
                with Environmental Laws, Environmental Permits or the investigation,
                sampling, monitoring, treatment, remediation, removal or cleanup
                of
                Hazardous Substances. 

            


    

     

    7.16. Non-Foreign
      Status.

     

    Seller
      is
      not a “foreign person” within the meaning of Section 1445 of the
      Code.

     

    7.17. Knowledge

     

    For
      purposes of this Article VII, “Knowledge” of Seller means any form of knowledge
      possessed by any of the following Persons, after
      conducting a reasonable due inquiry or investigation regarding the accuracy
      of
      any representation or warranty contained in this Agreement:
      John
      Jacob, Chief Financial Officer of Seller; Shirley Adock, GM of Hotel; Tim
      Perkins, GM of Casino; Joe Giles, Facilities Manager; Donna More, Esq. and
      William J. Yung III, and any of their respective replacements, should they
      leave
      their positions.

    
 

    ARTICLE
      VIII.

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      represents and warrants to Seller as follows:

     

    8.01. Existence
      and Good Standing

     

    Buyer
      is
      duly organized, validly existing and in good standing under the laws of the
      state of its organization and will be authorized to transact business in the
      State of Mississippi as of the Closing Date. Current or certified copies of
      Buyer’s governing documents, shall be delivered to Seller at least ten (10) days
      before Closing. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    8.02. Authority
      

     

    Subject
      to satisfaction of the conditions referred to in Section 10.02, Buyer has,
      and
      on the Closing Date will have, all requisite power and authority to execute
      and
      deliver this Agreement and to consummate the transactions contemplated herein
      pursuant to the terms and conditions of this Agreement. Buyer’s Board of
      Directors has approved this Agreement. Certified resolutions evidencing Buyer’s
      approval will be delivered to Seller at Closing.

     

    8.03. No
      Conflict

     

    The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein will not conflict with, breach, result in
      a
      default under, or violate any commitment, document, instrument or judicial
      or
      administrative order or decree to which Buyer is a party or by which it is
      bound.

     

    8.04. Inspection,
      etc.

     

    
      	 	
              (a)

            	
              Except
                for the inventories to be taken pursuant to the provisions of Section
                11.01, prior to Closing, Buyer or Buyer’s representatives will have fully
                examined and inspected the Property prior to Buyer’s execution of this
                Agreement and, except as expressly provided herein, Buyer agrees
                to accept
                the Property in an “AS IS” condition as of the Closing. Buyer agrees that,
                except as provided in Article VII, Buyer is not relying upon any
                representations, statements, or warranties (oral or written, implied
                or
                express) of any officer, employee, agent of Seller, or any salesperson
                or
                broker (if any) involved in this transaction as to the Property,
                including, but not limited to, any representation, statements or
                warranties as to the physical condition of the Property, the fitness
                of
                the Property for use as a Hotel/Casino; the financial performance
                of the
                Property; the compliance of the Property with applicable building,
                zoning,
                subdivision, environmental or land use laws, codes, ordinances, rules
                or
                regulations; the state of repair of the Property; or otherwise; and,
                except as provided in Article VII and Article IX, Buyer, for itself
                and
                the its successors and assigns, waives any right to assert any claim
                against Seller, at law or in equity, relating to any such matter,
                whether
                latent or patent, disclosed or undisclosed, known or unknown, in
                contract
                or tort, now existing or hereafter arising.


            


    

     

    
      	 	
              (b)

            	
              Buyer
                agrees that the surveys and title insurance commitment have been
                obtained
                by Buyer and Buyer agrees that it shall have no recourse against
                Seller,
                at law or in equity, should the surveys or the title insurance commitment
                fail to disclose any matter affecting the Property, which should
                properly
                be shown thereby, or reveal any such matter in an inaccurate or misleading
                fashion. Buyer accordingly agrees to look solely to the preparer
                of the
                surveys and issuer of the title insurance commitment and/or title
                policy
                for any such claim relating to either
                document.

            


    

     

    
      	 	
              (c)

            	
              Buyer
                recognizes that the Property is not new and that there exists a
                possibility that the Property is not in compliance with the requirements
                which would be imposed on a newly constructed Hotel/Casino by presently
                effective federal, state and local zoning, building, plumbing, electrical,
                fire, health, and life safety laws, codes, ordinances, rules and/or
                regulations (collectively, the “building codes”). The Property may contain
                substances or materials which are now deemed hazardous and/or are
                no
                longer permitted to be used in newly constructed buildings including,
                without limitation, asbestos or other insulation materials, lead
                or other
                paints, wiring, electrical, or plumbing materials and may not contain
                other materials or equipment required to be installed in a newly
                constructed improvements. Buyer has had the opportunity to conduct
                such
                inspections of the Property as Buyer has deemed necessary with respect
                to
                such matters. Buyer waives any right to excuse or delay performance
                of its
                obligations under this Agreement or to assert any claim against Seller
                (before or after Closing) arising out of any failure of the Property
                to
                comply with building codes. The provisions of this Section shall
                survive
                Closing.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    ARTICLE
      IX.

    SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES;

    INDEMNITIES;
      REMEDIES

    


    9.01. Representations,
      etc.

     

    All
      representations, warranties and covenants by Buyer or Seller contained in this
      Agreement shall survive the Closing and shall continue in effect for a period
      of
      eighteen (18) months after the Closing Date (the “General Liability Period”) for
      purposes of enforcement and shall be binding on the parties hereto and their
      successors, heirs, devisees, legal representatives and assigns.

     

    9.02. Buyer’s
      Indemnity

     

    Except
      as
      limited by Section 9.04, Buyer shall fully indemnify and hold Seller harmless
      from any claim, demand, loss, liability, damage, or expense (including
      reasonable attorneys’ fees) (collectively, “Seller’s Recoverable Losses”)
      arising out of or in connection with any misrepresentation or breach by Buyer
      of
      any representation, covenant, agreement or warranty of Buyer contained herein,
      and (ii) with the ownership and/or operation of the Property from and after
      the
      Transfer Time or any condition of the Property arising from and after the
      Transfer Time (except for items provided to be adjusted at Closing)
      (collectively, the “Buyer Purchase Agreement Breach”).

     

    9.03. Seller’s
      Indemnity

     

    Except
      as
      limited by Sections 9.05 and 9.08, Seller shall fully indemnify and hold Buyer
      harmless from any claim, demand, loss, liability, damage, or expense (including
      reasonable attorneys’ fees and any fine incurred by Buyer that Seller agrees
      shall be so classified, as provided in Section 10.02(d)) (collectively, “Buyer’s
      Recoverable Losses”) arising out of or in connection with: (i) breach by the
      Seller of any covenant, agreement, representation or warranty hereunder, and
      (ii) the ownership and/or operation of the Property by Seller before the
      Transfer Time or any condition of the Property arising prior to the Transfer
      Time (except for items provided to be adjusted at Closing) (collectively, the
      “Seller Purchase Agreement Breach”).

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    9.04. Seller’s
      Remedies

     

    IF
      BUYER
      DEFAULTS UNDER ANY PROVISION OF THIS AGREEMENT BEFORE THE DATE OF CLOSING,
      BUYER
      AND SELLER AGREE THAT THE DAMAGES THAT SELLER WILL SUSTAIN AS A RESULT THEREOF
      WILL BE SUBSTANTIAL, BUT WILL BE DIFFICULT TO ASCERTAIN. ACCORDINGLY, BUYER
      AND
      SELLER AGREE THAT, IN THE EVENT OF BUYER’S DEFAULT, SELLER SHALL, AS ITS SOLE
      REMEDY, RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES FOR SUCH DEFAULT, AND NOT
      AS A
      PENALTY.

     

    9.05. Buyer’s
      Remedies

     

    (a) If
      Seller
      defaults under any provision of this Agreement on or before the Closing Date,
      then, notwithstanding any contrary rule of law or custom (but subject to the
      Buyer’s right to bring an action for specific performance as provided in Section
      9.06 below), the sole remedy of Buyer shall be to receive a refund of the
      Deposit and be reimbursed a reasonable amount (not exceeding $50,000) for
      reasonable attorneys’ fees and out-of-pocket expenses paid to unaffiliated
      providers in connection with (i) the legal and other due diligence relating
      to
      the transaction and (ii) the preparation and negotiation of this Agreement
      (with
      no reimbursement of any fees or expenses incurred by Buyer by reason of any
      financing or equity investment sought by Buyer in connection with this
      transaction).

     

    (b) Upon
      the
      making of such refund and payments, this Agreement shall terminate and Seller
      and Buyer shall each be released and discharged from any further obligation
      to
      the other hereunder at law or in equity, including any obligation under Section
      9.06.

     

    9.06. Seller’s
      Default

     

    Except
      as
      otherwise expressly provided herein, if Seller fails to perform its obligations
      even though all conditions to its obligations are satisfied in a timely manner,
      then Buyer, in lieu of the remedies in Section 9.05, may elect to bring an
      action for specific performance of this Agreement, which action must be
      commenced by service of process within three (3) months after the Closing Date
      or it shall be irrevocably waived Buyer waives all damages and remedies for
      defaults prior to Closing except as provided in this Section 9.05 and
      9.06.

     

    9.07. Post
      Closing Matters

     

    Notwithstanding
      the provisions of Sections 9.04 through 9.06, the parties shall each retain
      the
      right to seek and obtain relief for events occurring after the Closing Date
      provided that: (a) this transaction in fact closes; (b) the obligations for
      which relief is sought are obligations which by their terms relate to periods
      after the Closing Date and survive Closing; and, (c) such relief shall be
      limited to a suit for monetary damages, unless expressly otherwise provided
      in
      this Agreement.

     

    9.08. Limitations
      on Buyer’s Recoverable Losses For Post Closing Matters

     

    Notwithstanding
      anything to the contrary, express or implied herein, claims of Buyer for payment
      of Buyer’s Recoverable Losses (“Buyer Claims”): (i) may be made after the
      Closing Date only with respect to matters that survive the Closing, and are
      discovered during the General Liability Period; (ii) must be made, if at all,
      by
      giving written notice from Buyer to Seller describing, in reasonable detail,
      the
      Seller’s Purchase Agreement Breach and Buyer’s Recoverable Loss (the “Buyer’s
      Claim Notice”) delivered during the General Liability Period; and (iii) may be
      made only to the extent that the aggregate amount of Buyer’s Recoverable Losses
      for Seller Purchase Agreement Breaches exceeds Two Hundred Thousand Dollars
      ($200,000). Seller’s maximum liability for Buyer’s Recoverable Losses described
      in Section 9.03 shall be Four Million Dollars ($4,000,000); provided,
      however,
      that
      the provisions of this Section 9.08 shall not be applicable to any of such
      Buyer’s Recoverable Losses relating to or resulting from any payment obligations
      of Seller to Buyer for any shortfall of Net Delivered Equity under Section
      3.01
      of the Agreement or with respect to amounts owed and payable by Seller to Buyer
      under the Closing Statement or the Operations Settlement.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    ARTICLE
      X.

    CONDITIONS

     

    10.01. Seller’s
      Obligation

     

    The
      obligation of Seller to perform this Agreement is subject to the following
      conditions unless waived in writing by Seller:

     

    
      	 	
              (a)

            	
              The
                representations and warranties of Buyer in this Agreement shall be
                true
                and correct, as evidenced by a certificate executed and delivered
                at
                Closing by an officer of Buyer.

            


    

     

    
      	 	
              (b)

            	
              Buyer
                shall have performed all obligations required to be performed by
                it under
                this Agreement on or prior to the Closing Date, as evidenced by a
                certificate executed and delivered at Closing by an officer of
                Buyer.

            


    

     

    
      	 	
              (c)

            	
              The
                City of Vicksburg, Mississippi shall have delivered the Master Agreement
                Release in the form of “Exhibit Y.”

            


    

     

    10.02. Buyer’s
      Obligation

     

    The
      obligation of Buyer to perform this Agreement is subject to the following
      conditions unless waived in writing by Buyer:

     

    
      	 	
              (a)

            	
              the
                representations and warranties of Seller in this Agreement shall
                be true
                and correct, as evidenced by a certificate executed and delivered
                at
                Closing by an officer of Seller;

            


    

     

    
      	 	
              (b)

            	
              Seller
                shall have performed all obligations required to be performed by
                it under
                this Agreement on or prior to the Closing Date, as evidenced by a
                certificate executed and delivered at Closing by an officer of
                Seller;

            


    

     

    
      	 	
              (c)

            	
              Buyer
                shall have, on or before the Closing Date, secured a gaming license
                from
                the Gaming Authority to own and operate the Hotel/Casino following
                Closing.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              No
                new notice of the type specified in Section 7.04 shall have been
                received,
                between the date of this Agreement and the Closing which has resulted
                or
                would, if enforced, be likely to result, in: (i) a material closure
                of the
                Hotel/Casino after the Closing; or (ii) a material fine or criminal
                penalty against Buyer. This condition shall be satisfied if Seller:
                (i)
                successfully cures or contests the noticed violation, and for such
                purpose
                the Closing Date may be extended by Seller at Seller’s election in
                Seller’s sole discretion, by written notice to Buyer, for one or more
                periods not to exceed sixty (60) days in the aggregate; or (ii) pays
                the
                fine or agrees that the fine shall, if assessed against Buyer, be
                a
                Buyer’s Recoverable Loss. A material closure of the Hotel/Casino shall
                mean a closure of a portion or all of the Hotel/Casino that causes
                cessation of gaming at more than one-third (1/3) of the gaming positions
                on the Vessel or one-third (1/3) of the guest rooms in the Hotel/Casino.
                A
                material fine against Buyer shall mean a fine in excess of
                $100,000.

            


    

     

    
      	 	
              (e)

            	
              No
                new litigation of the type specified in Section 7.05 shall have been
                filed
                between the date of this Agreement and the Closing. This condition
                shall
                be satisfied if: (i) Seller causes such litigation to be dismissed
                with
                prejudice, or adjudicated in Seller’s favor, and, for such purpose, the
                Closing Date may be extended by Seller at Seller’s election in Seller’s
                sole discretion, by written notice to Buyer, for one or more periods
                not
                to exceed sixty (60) days in the aggregate; or (ii) if the Title
                Insurer
                affirmatively insures Buyer, by endorsement of the Title Policy,
                against
                loss resulting from an adverse final adjudication of such litigation
                and
                either such Title Insurer or Seller agrees to defend such
                litigation.

            


    

     

    
      	 	
              (f)

            	
              Buyer
                acknowledges that it shall not be a condition to Closing that Buyer
                has a
                net worth sufficient to satisfy the requirements of the Master Agreement
                to cause Seller and its affiliates to be released from liability
                from the
                Master Agreement at Closing. In the event that Buyer does not satisfy
                the
                foregoing net worth test, Seller shall be entitled to its remedies
                under
                this Agreement.

            


    

     

    
      	 	
              (g)

            	
              Buyer
                shall have received the fully executed Master Agreement Estoppel
                at or
                prior to Closing.

            


    

     

    10.03. Failure
      of Conditions

     

    If
      the
      Closing does not occur because of Buyer’s failure to obtain a gaming license
      from the Gaming Authority as provided in Section 10.02(c), then: (i) the Escrow
      Agent shall promptly refund the deposit to Buyer; provided that if such failure
      results from any failure of Buyer to submit its application and all supporting
      documentation or information requested by the Gaming Authority or its staff,
      within thirty (30) days after the date of this Agreement, Escrow Agent shall
      pay
      to Seller the Deposit; and (ii) if such failure results from any other cause
      except for a breach of this Agreement by Seller, Escrow Agent shall pay to
      Seller the Deposit and, in either case, neither party shall have any further
      liability to the other. If the Closing does not occur because of: (i) a failure
      of the condition in Section 10.02(d), 10.02(e) or 10.02(g); or (ii) Seller’s
      failure to cure Title Defects (provided, in such case, that Buyer has delivered
      to Seller timely written notice of such failure as required by this Agreement);
      then Escrow Agent shall refund the Deposit to Buyer, and neither party shall
      have any further liability to the other. Except as provided in this Section
      above, if the Closing does not occur because a party otherwise fails to perform
      its obligations hereunder or because of a party’s breach of a covenant,
      representation or warranty, then the non-defaulting party shall have the
      remedies provided by Article IX. For purposes of this Section, any failure
      of
      the Gaming Authority to issue Buyer’s gaming license for any reason, shall be
      conclusive of failure of the condition of Section 10.02(c)), without regard
      to
      any possibility for appeal or reversal.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI.

    CONVEYANCE
      OF ASSETS

    


    11.01. Reserved

     

    11.02. Instruments
      of Conveyance/Closing Documents

     

    The
      following documents will be executed and delivered by Buyer, Seller or the
      City
      of Vicksburg, as indicated, at Closing:

     

    
      	 	
              (a)

            	
              Special
                Warranty Deed.
                Seller shall execute and deliver to Buyer, and Buyer shall accept,
                a
                Special Warranty Deed with respect to the Land in the form attached
                as
                Exhibit “U.” 

            


    

     

    
      	 	
              (b)

            	
              Bill
                of Sale for Personal Property.
                Seller shall execute and deliver to Buyer, and Buyer shall accept,
                a bill
                of sale in the form attached as Exhibit “V” conveying to Buyer all the
                Personal Property.

            


    

     

    
      	 	
              (c)

            	
              Operating
                Agreements/Leases.
                Seller and Buyer shall execute and deliver counterparts of assignment
                and
                assumption agreements in the form attached as Exhibit “W.” Buyer shall
                deliver any assumption agreements or other documents required by
                any third
                party to any such agreements.

            


    

     

    
      	 	
              (d)

            	
              Reservations.
                Seller and Buyer shall execute and deliver counterparts of an Assignment
                and Assumption Agreement in the form attached as Exhibit “X” with an
                attached computer readable list of such reservations, room and facility
                allocation agreements and Hotel/Casino facilities and service agreements
                (reflecting the name of the party holding a reservation, date of
                reservation, room or service to be provided and rate or charges agreed),
                and frequent player club awards (reflecting the amount of award and
                name
                and membership number of the
                player).

            


    

     

    
      	 	
              (e)

            	
              Master
                Agreement.
                Buyer,
                Seller and City shall execute and deliver an assignment and assumption
                of
                the Master Agreement effecting the release of Seller in the form
                attached
                as Exhibit “Y.”

            


    

     

    
      	
            	(f)	
              Master
                Agreement Estoppel. The
                City shall execute and deliver an Estoppel certificate that
                confirms the following items: (i)
                 the Master Agreement is in full force and effect, except as provided
                in the First Amendment to Master Agreement and,  there are no
                amendments, modifications, supplements, arrangements modifying, amending
                or altering the terms of the Master Agreement;  (ii)  there
                are no existing defaults (or events, that with the passage of time
                may
                become defaults) under the Master Agreement; and  (iii) there
                are no sums with which the City is entitled to receive under the
                Master
                Agreement, 
                except for amounts to be paid between the date of the Estoppel and
                the
                Closing.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (g)

            	
               Non-Foreign
                Affidavit.
                Seller shall execute and deliver a Non Foreign Affidavit in the form
                attached as Exhibit “Z.”

            


    

     

    
      	 	
              (h)

            	
              Vessel
                Bill of Sale.
                Seller shall deliver a Bill of Sale of the Vessel in the form attached
                as
                Exhibit “AA.”

            


    

     

    
      	 	
              (i)

            	
              FCC
                License Transfer Documents.
                Seller shall deliver documents to transfer FCC License(s) in the
                form
                published by the FCC, attached as Exhibit “BB”, as same may be modified by
                the FCC.

            


    

     

    
      	 	
              (j)

            	
              Closing
                Statement.
                Buyer and Seller shall execute and deliver a Closing Statement setting
                forth the Purchase Price and all adjustments thereto and closing
                costs
                provided to be paid under this
                Agreement.

            


    

     

    
      	 	
              (k)

            	
              Update
                of Representations and Warranties:
                Buyer and Seller shall each deliver a certificate updating their
                respective warranties and representations and, in the case of Seller,
                if
                necessary, reflect changes of warranted or represented matters occurring
                between the date of this Agreement and the Closing, in the form attached
                as Exhibit “EE.”

            


    

     

    
      	 	
              (l)

            	
              Replacement
                Guaranty.
                Buyer shall deliver the Replacement Guaranty signed by Nevada Gold
                Casinos, Inc. in the form attached as Exhibit “FF,” if required by the
                City of Vicksburg.

            


    

     

    
      	 	
              (m)

            	
              Transfer
                of Guest Safe Deposit Items.
                Buyer and Seller shall confirm the transfer of guest safe or safety
                deposit box contents by executing and delivering a Transfer of Guest
                Items
                in the form attached as Exhibit
“HH.”

            


    

     

    
      	 	
              (n)

            	
              Transfer
                of Guest Baggage.
                Buyer and Seller shall confirm the transfer of guest baggage entrusted
                to
                Seller by executing and delivering a Guests’ Baggage Inventory
                Certification in the form attached as Exhibit
                “II.”

            


    

     

    
      	 	
              (o)

            	
              Seller’s
                Affidavit.
                Seller shall deliver to the Title Insurer its Seller’s Affidavit in the
                form attached as Exhibit “JJ.”

            


    

     

    
      	 	
              (p)

            	
              Vehicle
                Titles.
                Seller shall deliver to Buyer certificates of titles endorsed for
                transfer
                to Buyer for all vehicles included in the Personal
                Property.

            


    

     

    
      	 	
              (q)

            	
              Certificate
                of Documentation.
                Seller shall deliver to Buyer the original Certificate of Documentation
                for the Vessel on U.S. Coast Guard Form 1270 or such successor form
                as may
                be required by the United States Coast
                Guard.

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    ARTICLE
      XII.

     

    INSPECTIONS;
      TITLE TO REAL PROPERTY

     

    12.01. Title
      Insurance Commitment.
      

     

    Seller
      has obtained and delivered to Buyer Seller’s prior ALTA title insurance policy
      (the “Prior Title Policy”) with respect to the Land issued by Fidelity National
      Title Insurance Company of New York, Policy #5312-1065954 and dated July 18,
      2003. Seller also has provided to Buyer copies of the documents referenced
      in
      the Prior Title Policy as exceptions to coverage. All exceptions to coverage
      and
      items contained in the Prior Title Policy, all matters shown on the Prior Title
      Policy, and all matters shown on the Survey shall be deemed to be “Permitted
      Exceptions” hereunder. Without limiting the foregoing, Buyer will request that
      the surveyor who prepared the Survey update and reissue the Survey addressed
      to
      Buyer and Buyer’s lender.

     

    12.02. Conveyance
      of Title.
      

     

    At
      Closing, Seller shall convey and transfer to Buyer marketable title to the
      Property, sufficient to enable Buyer’s title company to issue to Buyer, at
      Buyer’s expense, the title policies, subject to the Permitted Exceptions.
      Notwithstanding anything contained herein to the contrary, the Property shall
      be
      conveyed subject to the following matters, all of which shall be deemed to
      be
“Permitted Exceptions”:

     

    (a) the
      rights of registered hotel guests, parties to bookings, and other authorized
      members and users of other facilities; 

     

    (b) the
      lien
      of all ad valorem real estate taxes and assessments not yet due and payable
      as
      of the date of Closing, subject to adjustment as herein provided;

     

    (c) local,
      state and federal laws, ordinances or governmental regulations, including but
      not limited to, building, zoning and environmental laws, ordinances and
      regulations, now or hereafter in effect relating to the
      Hotel/Casino;

     

    (d) any
      liens
      for municipal betterments first assessed after the date of this
      Agreement;

     

    (e) all
      matters appearing on the Prior Title Policy or shown on the Survey;

     

    (f) any
      Title
      Objections not cured by Seller in accordance with Section 12.05;
      and

     

    (g) Seller
      may use any portion of the Purchase Price to clear title of any liens and
      encumbrances required to be removed hereunder so long as any instruments so
      procured are recorded simultaneously with the deed or, in the case of
      institutional mortgages, provided that arrangements in accordance with customary
      conveyancing practices in the State of Mississippi are made for discharges
      and/or terminations to be promptly procured and recorded after the delivery
      of
      the deed.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    12.03. Subsequently
      Arising Title Defects.
      

     

    Buyer
      may, within thirty (30) days after the date hereof, notify Seller in writing
      of
      any Title Objections (as hereinafter defined) first appearing of record with
      respect to the Real Property after the effective date of the Prior Title Policy
      which do not appear on the Prior Title Policy or are not shown on the Survey.
      As
      used herein, a “Title Objection” shall mean a lien, encumbrance or other matter
      of record with respect to the Real Property which (i) reflects a defect in
      title
      pursuant to the standards of conveyancing established in the State of
      Mississippi, and (ii) would materially and adversely interfere with the use
      or
      operation of the Hotel/Casino as currently used and operated. In the event
      Buyer
      notifies Seller of a Title Objection, then Seller shall have the right, but
      not
      the obligation, to remove, bond over, or cause the Title Company to insure
      over,
      any such Title Objections; provided, however, Seller (A) shall be obligated
      to
      remove, bond over, or cause the Title Company to insure over any mortgages,
      financing statements and other monetary liens or monetary encumbrances on the
      Real Property (the “Title Obligations”) and (B) may elect to attempt to remove,
      bond over or cause to be insured over other Title Objections; provided, further,
      Seller shall not be obligated to incur more than One Hundred Thousand Dollars
      ($100,000.00) (in the aggregate) in connection with such attempts, to remove,
      bond over or cause to be insured over any other Title Objections which are
      not
      Title Obligations. Within five (5) Business Days after receipt of Buyer’s notice
      of Title Objections, Seller shall notify Buyer in writing whether Seller elects
      to attempt to remove, bond over, or cause the Title Company to insure over
      any
      Title Objections that are not Title Obligations. If (x) Seller notifies
      Buyer that Seller elects not to remove, bond over, or cause the Title Company
      to
      insure over any Title Objections that are specified in Buyer’s notice, or that
      Seller is unable to remove, bond over, or cause the Title Company to insure
      over
      such Title Objections prior to the date which is three (3) Business Days prior
      to the Closing (or any date to which the Closing has been extended pursuant
      to
      this Section 12.05 or otherwise by mutual agreement of the parties), or
      (y) Seller notifies Buyer that the cost of removing, bonding over or
      insuring over such Title Objections (collectively) exceeds the foregoing
      amounts, then Buyer shall, within five (5) days after delivery of such notice
      from Seller notify Seller either (i) that it has elected to proceed with
      the Closing and accept a conveyance of the Real Property without offset or
      reduction of the Purchase Price in which event any Title Objections which Seller
      does not remove, bond over or cause the Title Company to insure over (other
      than
      Title Obligations), shall be considered to be Permitted Exceptions; or
      (ii) that it has elected to terminate this Agreement in which event the
      Deposit shall be returned to Buyer, this Agreement shall terminate, and
      thereafter neither party hereto shall have any further rights, obligations
      or
      liabilities hereunder, except to the extent expressly set forth in this
      Agreement. If Buyer does not so notify Seller within said five (5) day period,
      then Buyer shall be considered to have elected to accept the conveyance of
      the
      Hotel/Casino subject to the Permitted Exceptions, specifically including any
      such Title Objections, and to proceed with the Closing with no offset or
      reduction in the Purchase Price. If Seller is obligated to cure or elects to
      attempt to cure any such Title Objections, then Seller may elect to extend
      the
      scheduled date for Closing by a reasonable additional time to effect such a
      cure, but in no event shall the extension exceed sixty (60) days after the
      scheduled date for Closing set forth in this Agreement.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    12.04. Survey

     

    Prior
      to
      the date hereof, Buyer ordered, and shall use its best efforts as soon as
      possible to obtain, and Seller shall cooperate with Buyer in obtaining, an
      ALTA/ACSM land title
      survey
      (with
      field notes) of the Hotel/Casino, conforming to the survey standards of Buyer
      or
      its lender (the “Survey”). Buyer shall pay the costs of the
      Survey. Prior to the date hereof, Seller delivered to Buyer a copy of a survey
      of the Hotel/Casino prepared by Dimco, Inc. and dated 2003 or later. Seller
      authorizes Buyer to use the services of the surveyor(s) producing such surveys.
      Buyer shall deliver a copy of the Survey to Seller promptly upon Buyer’s receipt
      thereof.

    


    12.05.  AS-IS,
      WHERE-IS

     

    BUYER
      ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VII
      OF
      THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED HEREUNDER, THE PROPERTY
      IS
      SOLD “AS-IS-WHERE-IS” AND NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVE OF
      SELLER HAS MADE, NOR IS SELLER LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS
      OR IMPLIED WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, INDUCEMENTS,
      REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, THE PHYSICAL
      CONDITION, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE
      OF
      THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING
      THE
      FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH
      IN
      THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED HEREUNDER, SELLER IS NOT
      LIABLE FOR OR BOUND BY (AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN
      STATEMENTS, REPRESENTATIONS, FINANCIAL STATEMENTS PERTAINING TO THE OPERATION
      OF
      THE PROPERTY OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY
      SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR
      PURPORTEDLY REPRESENTING SELLER. BUYER ACKNOWLEDGES THAT TO THE EXTENT REQUIRED
      TO BE OPERATIVE, THE DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES CONTAINED
      IN
      THIS SECTION 12.07 ARE CONSPICUOUS DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE
      LAW, RULE, REGULATION OR ORDER. AS PART OF BUYER’S AGREEMENT TO PURCHASE AND
      ACCEPT THE PROPERTY “AS-IS-WHERE-IS” AND NOT AS A LIMITATION ON SUCH AGREEMENT,
      BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL
      ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY,
      EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY AND ANY
      INFORMATION RESPECTING THE PROPERTY. SUCH WAIVER AND RELEASE IS ABSOLUTE,
      UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH
      WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF
      EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR
      USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY
      RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED TO, CLAIMS
      REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY
      CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS AND CLAIMS RELATING TO OR
      ATTRIBUTABLE TO ENVIRONMENTAL CONDITIONS, ALL OTHER EXTANT OR LATER CREATED
      OR
      CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS. This
      Section shall survive the Closing without limitation.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    ARTICLE
      XIII.

    THE
      CLOSING

     

    13.01. Time
      and Place

     

    
      	 	
              (a)

            	
              Subject
                to the conditions in Article X, the casualty and condemnation provisions
                in Article XIV, and Seller’s option to extend the Closing Date in
                connection with Seller’s election to attempt to cure title defects, the
                consummation of the transactions contemplated by this Agreement
                (“Closing”) shall take place on the Closing Date at 9:00 a.m. at the
                office of the Escrow Agent, or at such other date, place and time
                as Buyer
                and Seller may mutually agree upon in writing. Buyer shall take possession
                of the Property effective as of the Transfer Time.
                

            


    

     

    
      	 	
              (b)

            	
              In
                the event the Closing does not occur by August 31, 2008, subject
                to the
                rights of Buyer to specific performance, the Agreement shall terminate
                and
                the Deposit shall be returned to Buyer, so long as Buyer is in compliance
                with all of the terms and conditions contained in this Agreement
                to be
                performed by Buyer. If Buyer is not in compliance with all of the
                terms
                and conditions contained in this Agreement to be performed by Buyer
                as of
                such date, and Seller is not in material breach of its obligations
                in this
                Agreement (and, if Seller is breach, such breach does not continue
                for a
                period of ten (10) business days after Buyer delivers written notice
                thereof to Seller), the Deposit shall be paid to the Seller as liquidated
                damages as provided in Section 9.04 In the event the Closing does
                not
                occur by August 31, 2008 as a result of the failure of the applicable
                governmental authorities to issue a decision on Buyer’s application for a
                gaming license and further provided that such regulatory approval
                process
                is ongoing, the outside date for Closing shall be extended to November
                30,
                2008. 

            


    

     

    13.02. Price

     

    At
      the
      Closing, the Deposit shall be applied to payment of the Purchase Price and
      Buyer
      shall pay to Escrow Agent (subject to the adjustments and/or prorations provided
      by Article V and Sections 13.03, 13.04 and 13.06) the balance of the Purchase
      Price by federal wire transfer of good and clear funds to a bank account
      specified by Escrow Agent. Funds representing the balance of the Purchase Price
      shall be delivered by Escrow Agent to Seller by federal wire after delivery
      of
      the Closing documents by Seller to the Escrow Agent but before recording of
      the
      deed. In no event shall funds representing the balance of the Purchase Price
      be
      wired to Escrow Agent’s bank account by Buyer later than 12:00 noon (central
      time) on the Closing Date.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    13.03. Closing
      Costs

     

    
      	 	
              (a)

            	
              Seller
                shall pay the following costs and expenses at Closing in addition
                to other
                items provided to be adjusted in Sections 5.05 and
                5.06:

            


    

     

    
      	 	
              (i)

            	
              costs
                for preparing any instruments of
                conveyance;

            


    

     

    
      	 	
              (ii)

            	
              Seller’s
                prorated share of real estate and tangible personal property taxes,
                rents,
                or assessments;

            


    

     

    
      	 	
              (iii)

            	
              Seller’s
                own legal expenses; and

            


    

     

    
      	 	
              (iv)

            	
              50%
                of any other fees and expenses of closing;
                and

            


    

     

    
      	 	
              (v)

            	
              any
                transfer or sales taxes associated with the transactions contemplated
                herein, including without limitation, transfer taxes due and payable
                upon
                the transfer of any of the
                Property.

            


    

     

    
      	 	
              (b)

            	
              Buyer
                shall pay the following costs and expenses when due, but no later
                than at
                Closing:

            


    

     

    
      	 	
              (i)

            	
              costs
                of transferring or cancelling (if Seller is not released because
                of
                Buyer’s failure to satisfy credit standards) any Operating
                Agreements;

            


    

     

    
      	 	
              (ii)

            	
              recording
                fees on all instruments recorded;

            


    

     

    
      	 	
              (iii)

            	
              all
                costs for issuing the Title Insurance Commitment and the Title Policy
                and
                any costs of updating the Surveys;

            


    

     

    
      	 	
              (iv)

            	
              Buyer’s
                prorated share of all real estate and tangible personal property,
                taxes,
                rents, or assessments;

            


    

     

    
      	 	
              (v)

            	
              all
                licensing fees, including, without limitation, with respect to Buyer’s
                business, gaming and liquor
                licenses;

            


    

     

    
      	 	
              (vi)

            	
              Buyer’s
                own legal expenses; and

            


    

     

    
      	 	
              (vii)

            	
              50%
                of any other fees or expenses of
                closing.

            


    

     

    13.04. Revenue
      and Expense Prorations

     

    Seller
      and Buyer will make appropriate apportionments and pro-rations of expenses,
      rents, taxes and revenues and settle them by adjustment amounts on the Closing
      Statement or the Operations Settlement, as the case may be, in accordance with
      the terms and conditions of this Agreement.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    13.05. Closing
      Documents

     

    At
      the
      Closing, Buyer and Seller shall also execute and deliver such documents as
      are
      required for the Closing, including, but not limited to, those required by
      Sections 5.01 and 11.02.

     

    13.06. Gaming
      Procedures and Prorations 

     

    The
      Purchase Price shall be reduced by the Seller’s liability for amounts shown
      on:

     

    
      	 	
              (a)

            	
              Subject
                to Section 3.01, Seller’s progressive slot machine meters (other than
                multi-site progressives); and table games with an in-house progressive
                jackpot feature.

            


    

     

    
      	 	
              (b)

            	
              Buyer
                shall assume, indemnify and hold Seller harmless from such liability
                for
                item 13.06(a) above.

            


    

     

    Buyer
      and
      Seller shall mutually agree upon a procedure for counting and determining cash
      and cash equivalents located at the Hotel/Casino (including, without limitation,
      cash, negotiable instruments, and other cash equivalents located in cages,
      drop
      boxes, slot machines and other gaming devices) as of the Transfer Time and
      Buyer
      shall pay to Seller as part of the Operations Settlement the amount of cash
      and
      cash equivalents so determined.

     

    Pursuant
      to the State of Mississippi Gaming Regulation III.E.6(a), Seller shall, prior
      to
      Closing, submit for approval of the Gaming Authority a plan for the destruction
      of all chips, tokens and plaquemines at the Hotel/Casino (both as of the Closing
      Date and at the conclusion of the redemption period provided in the following
      paragraph). Buyer agrees to cooperate fully with Seller in effectuating the
      plan
      that is approved.

     

    Pursuant
      to State of Mississippi Gaming Regulation III.E.6(b), Seller shall, for a period
      of not less than 120 days after the cessation of gaming by Seller on the
      Property, redeem for cash all of Seller’s gaming chips, tokens and plaquemines
      issued prior to the Closing. The procedures to be used by Seller shall be
      submitted to the Gaming Authority to the extent required, with a copy to Buyer,
      as soon as practical. Buyer acknowledges and agrees that to the extent the
      Gaming Authority allows, at the request of Seller, Buyer shall redeem said
      chips, tokens and plaquemines and Seller shall reimburse Buyer for said
      redemption once per week.

     

    Notwithstanding
      the foregoing two paragraphs, in the event the Gaming Authority authorizes
      Buyer
      to use Seller’s chip, tokens and plaquemines after the Transfer Time, Buyer may
      continue to use Seller’s gaming chips, tokens and plaquemines during the period
      specified in the License granted to Buyer granted pursuant to Section 4.02.
      At
      or before the termination of the License, Buyer shall comply with Mississippi
      Gaming Regulations III.E.6.(a) and (b) with regard to the redemption of such
      gaming chips, tokens or plaquemines; provided, however, that Buyer shall deliver
      Seller’s gaming chips, tokens and plaquemines to Seller F.O.B. the Hotel/Casino
      and Seller shall be responsible to destroy such items at Seller’s expense and in
      accordance with all laws and regulations.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    Buyer
      and
      Seller shall at the Operations Settlement, inventory all chips, tokens and
      plaquemines. A second inventory shall be taken at the expiration of Buyer’s
      License and of the 120 day regulatory redemption period. Any increase in the
      dollar value of the second inventory over the first inventory (unless caused
      by
      the placing of new inventory into service following the first inventory) shall
      be paid by Seller to Buyer within thirty (30) days after the delivery by Buyer
      to Seller of a certified accounting of the second inventory by Buyer’s certified
      public accounting firm, or by the Gaming Authority.

     

    Buyer’s
      and Seller’s obligations with respect to the redemption and destruction of
      gaming chips, tokens and plaquemines and adjustment for changes in the inventory
      thereof shall survive Closing.

    


    ARTICLE
      XIV.

    INSURANCE,
      CONDEMNATION AND CASUALTY

     

    14.01. Insurance

     

    All
      of
      Seller’s fire and casualty insurance may be cancelled by Seller as of the date
      of Closing, and any refunded premiums shall be retained by Seller. Buyer will
      be
      responsible for acquiring and placing its casualty insurance and business
      interruption insurance liability insurance for periods after the
      Closing.

     

    14.02. Condemnation
      and Casualty

     

    
      	 	
              (a)

            	
              If,
                before the Closing, Seller receives notice that the Hotel/Casino
                and the
                Land is to be wholly condemned, or to be condemned in such substantial
                part as would materially and adversely affect the ability to operate
                the
                remainder of the Hotel/Casino, or if the Hotel/Casino is wholly destroyed
                by fire or other casualty, or if so much of the Hotel/Casino is damaged
                by
                fire or other casualty that: (i) the cost of repairing such damage
                is at
                least Five Million Dollars ($5,000,000), as determined by the claims
                adjuster appointed by the casualty insurer(s) insuring the Hotel/Casino
                for Seller (the “Adjustment”); or (ii) more than one-third (1/3) of the
                gaming positions on the Vessel or one-third (1/3) of the guest rooms
                in
                the Hotel/Casino are out of operation on the Closing Date (collectively
                and separately the “Threshold”), then, in such event, Buyer and Seller
                shall each have the right to terminate this Agreement by delivering
                notice
                of termination in writing to the other party within ten (10) days
                after
                the receipt of notice of such condemnation or Adjustment, as the
                case may
                be, (which notice will, to the extent then known, contain the amount
                of
                compensation offered for such condemnation or the adjusted amount
                of
                damage caused by the casualty, as the case may be) and, upon giving
                such
                notice of termination, the Deposit shall be paid by Escrow Agent
                to Buyer,
                and Seller and Buyer shall each be released and discharged from any
                further obligation to each other hereunder; provided,
                however,
                that if neither Buyer nor Seller elects to terminate this Agreement,
                the
                purchase contemplated herein shall be consummated within the later
                of: (i)
                five (5) Business Days after the expiration of such ten (10) day
                period,
                or (ii) the Closing Date, and Buyer shall be entitled to, reduction
                of the
                Purchase Price in the amount of the Adjustment (the “Casualty Credit”) or
                to the condemnation award, as the case may be, as full compensation
                for
                the damage (but shall itself insure business interruption and have
                no
                claim against Seller or Seller’s business interruption insurance) and
                Seller shall have no responsibility for the restoration and repair
                of the
                Property or any resultant loss, directly, by subrogation, or otherwise.
                If
                the Adjustment has not been completed and the time for the Buyer
                and
                Seller to terminate this Agreement with respect to such casualty
                and loss
                has not expired, prior to the Closing Date, the Closing Date shall
                be
                extended until two (2) days after the later of: (i) the date upon
                which
                the Adjustment is completed, if the adjustment exceeds the Threshold;
                and
                (ii) the date of expiration of the time for Buyer and Seller to terminate
                this Agreement.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (b)

            	
              If,
                before the Closing, the Hotel/Casino is damaged by fire or other
                casualty
                to the extent that the cost of repairing or restoring the same, and
                the
                number of gaming positions on the Vessel that are out of operation
                on the
                Closing Date, are below the Threshold, or if Seller receives notice
                that
                the Hotel/Casino and/or Land is to be partially condemned, but without
                materially and adversely affecting the ability to operate the remaining
                portion of the Hotel/Casino, then, and in any such event, the Closing
                shall proceed as scheduled and Buyer shall receive the Casualty Credit
                or
                the condemnation award, as the case may be, as full compensation
                for the
                damage to the Hotel/Casino (but shall itself insure business interruption
                and have no claim against Seller or Seller’s business interruption
                insurance), and Seller shall have no responsibility for restoration
                or
                repair of the Property or any resultant loss, directly, by subrogation,
                or
                otherwise.

            


    

    


     

    ARTICLE
      XV.

    MISCELLANEOUS
      COVENANTS AND PROVISIONS

     

    15.01. Assignment;
      Successors and Assigns

     

    This
      Agreement may not be assigned by Buyer directly or indirectly, voluntarily
      or
      involuntarily, by operation of law or otherwise without the prior written
      approval of Seller in its sole discretion except to an Affiliate of Buyer who
      assumes all obligations under this Agreement in writing acceptable to Seller.
      No
      assignment shall, in any event, release Buyer from any of its obligations to
      Seller hereunder. Subject to the foregoing, this Agreement shall be binding
      upon
      and inure to the benefit of the parties hereto and their respective successors
      and assigns. Any consideration received by Buyer in connection with the
      assignment of this Agreement shall, as a condition of any such assignment being
      effective, be paid to Seller at the time of the assignment by cash or certified
      check, it being the intent of the parties that Buyer shall not be entitled
      to
      receive any profit in connection with any assignment of this Agreement and
      that
      all profit pertaining to the sale of the Property shall belong to
      Seller.

     

    15.02. Counterparts

     

    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    15.03. Waiver

     

    No
      failure or delay in acting by any party to this Agreement shall, unless
      expressly otherwise provided in this Agreement, be deemed a waiver of such
      party’s rights. Any waiver of rights or remedies shall, unless expressly so
      provided in this Agreement, be required to be signed by the party charged with
      the waiver in order for such waiver to be effective.

     

    15.04. Amendments

     

    This
      Agreement may be modified or amended only by the written consent of both
      parties.

     

    15.05. Further
      Agreements

     

    Each
      party agrees that it will execute and deliver to the other party any additional
      documents, agreements or instruments necessary or reasonable to give effect
      to
      this Agreement or any provision hereof.

     

    Buyer
      agrees to submit its application for its State of Mississippi Gaming license
      with the Gaming Authority, any associated applications for finding of
      suitability or registration as required by the Gaming Authority, and any
      applications for approval of this Agreement and the transaction(s) contemplated
      thereby, together with all required supporting information, within thirty (30)
      days after the execution of this Agreement and to diligently pursue such license
      application and to schedule and attend hearings, and promptly submit any
      additional information, documentation, or fees that may be requested by the
      Gaming Authority. Seller agrees to deliver to the Gaming Authority any plans
      of
      the Hotel/Casino and any other information pertaining to the Property that
      are
      in its possession and required for Buyer’s gaming license application. Any such
      information that is confidential or proprietary shall be delivered in a manner
      that will preserve confidentiality.

     

    15.06. Attorneys’
      Fees

     

    In
      the
      event that any party is required to retain the services of any attorney to
      enforce or otherwise litigate or defend any matter or claim arising out of
      or in
      connection with this Agreement, then the prevailing party shall, subject to
      the
      limitation of Section 9.05, be entitled to its reasonable attorneys’ fees from
      the other party.

     

    15.07. 
      Entire Agreement

     

    This
      Agreement sets forth all the promises, representations, agreements, conditions
      and understandings relative to the transactions set forth herein, and neither
      party is relying upon any promises, representations, agreements, conditions
      or
      understandings, either oral or written, other than those expressed in this
      Agreement.

     

    15.08. Brokers
      and Finders

     

    Buyer
      represents and warrants to Seller that Buyer has had no dealings, negotiations
      or consultations with respect to the Property or this transaction with any
      broker, agent or finder retained exclusively by Buyer. Buyer shall defend,
      indemnify and save Seller harmless from and against all costs, fees (including,
      without limitation, attorneys’ fees), expenses, liabilities and claims incurred
      or suffered by Seller as result of any claim that may be made against Seller
      with respect to Buyer’s dealings, negotiations or consultations with any broker,
      agent or finder with respect to the Property retained exclusively by Buyer.
      In
      the event that any other advisor, broker, agent or finder claims to have
      submitted the Property to Buyer or Seller, to have induced Buyer to have taken
      part in any dealings, negotiations or consultations with respect to the Property
      or this transaction, Buyer shall also be responsible for and shall defend,
      indemnify and save Seller harmless from and against all costs, fees (including,
      without limitation, attorneys’ fees), expenses, liabilities and claims incurred
      or suffered by Seller as a result of such claim, unless such claim is proven
      to
      have resulted from Seller’s engagement of such person.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    15.09. Notices

     

    All
      notices required, permitted, or given pursuant to the provisions of this
      Agreement shall be in writing, and either hand delivered or delivered by
      certified mail, postage prepaid, return receipt requested, or by Federal
      Express, addressed as follows:

     

    
      	
              If
                to Buyer:

            	
              Robert
                B. Sturges,

              Chief
                Executive Officer

              c/o
                Nevada Gold & Casinos, Inc.

              3040
                Post Oak Blvd., Suite 675

              Houston,
                TX 77056

              Phone:
                (713) 621-2245

              Fax:
                (713) 621-6919

              E-mail:
                rsturges@nevadagold.com

            
	 	 
	
              If
                to Seller:

            	
              Donna
                More, Vice President

              Tropicana
                Casinos and Resorts

              740
                Centre View Boulevard

              Crestview
                Hills, KY 41017

              Phone:
                (859) 669-1505

              Fax:
                (859) 578-1190

              E-mail:
                dmore@tropicanacasinos.com

               

              and
                

               

              Tedd
                Friedman, Esq.

              Katz,
                Teller, Brant & Hild

              255
                East Fifth Street, Suite 2400

              Cincinnati,
                OH 45202

              Phone:
                513-721-4532

              Fax:
                513-762-0013

              E-mail:
                tfriedman@katzteller.com

            


    

    


     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    Notices
      shall be deemed delivered on the date that is four (4) calendar days after
      the
      notice is deposited in the U.S. mail (not counting the mailing date) if sent
      by
      certified mail, or, if hand delivered, on the date the hand delivery is made.
      If
      given by Federal Express, the notice shall be deemed delivered on the next
      business day following the date that the notice is deposited with Federal
      Express. The addresses given above may be changed by any party by notice given
      in the manner provided herein.

     

    15.10. Section
      Headings

     

    The
      section headings of this Agreement are for reference only and shall not be
      used
      to construe or interpret this Agreement.

     

    15.11. Governing
      Law

     

    The
      laws
      of the State of Mississippi applicable to contracts made and wholly performed
      therein shall govern the validity, construction, performance and effect of
      this
      Agreement. Further, in the event of any conflict between the exhibits hereto
      and
      this Agreement, this Agreement shall control.

     

    15.12. Publicity

     

    Except
      as
      may be required under applicable laws including federal securities laws, court
      process or by obligations pursuant to any listing agreement with any national
      securities exchange, until the Closing neither party will make any public
      announcement or issue any press release concerning this Agreement and the
      transactions contemplated hereby without the consent of the other party, which
      consent shall not be unreasonably withheld. Subject to the foregoing, Buyer
      hereby acknowledges and reaffirms that certain confidentiality letter dated
      June
      19, 2007, executed by Buyer in favor of Seller.

     

    15.13. Matters
      of Drafting

     

    Whenever
      in this Agreement any words of obligation or duty are used in connection with
      either party, such words shall have the same force and effect as though framed
      in the form of express covenants on the part of the party
      obligated.

     

    Masculine
      or feminine pronouns shall be substituted for the neuter form and vice versa,
      and the plural shall be substituted for the singular form and vice versa, in
      any
      place or places herein in which the context requires such substitution or
      substitutions.

     

    15.14. Time
      of Essence

     

    Time
      is
      of the essence of this Agreement and all of the terms, provisions, covenants
      and
      conditions hereof.

     

    15.15. Nonwaiver

     

    The
      failure to enforce or the delay in enforcement of any provision of this
      Agreement by a party hereto or the failure of a party hereto to exercise any
      right hereunder shall in no way be construed to be a waiver of such provision
      or
      right (or of any other provision or right hereof whether of a similar or
      dissimilar nature) unless such party expressly waives such provision or right
      in
      writing.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    In
      Witness Whereof,
      this
      Agreement has been duly executed and delivered as of the date first above
      written.

     

    
      	 	
              BUYER:

            
	 	
              NEVADA
                GOLD VICKSBURG, LLC

            
	 	 	 
	 	
              By:

            	
              /s/
                Robert B. Sturges, CEO

            
	 	
               

            	
              Nevada
                Gold & Casinos, Inc.

            
	 	
              Its:

            	
              Member

            
	 	 	 
	 	
              SELLER:

            	 
	 	 	 
	 	
              COLUMBIA
                PROPERTIES VICKSBURG, LLC

            
	 	 	 
	 	
              By:

            	
              /s/
                Columbia Properties Vicksburg, LLC

            


    

    


    GUARANTY

    


    Columbia
      Sussex Corporation, a Kentucky corporation (“CSC”) hereby guarantees the prompt
      payment and performance of the Seller’s indemnity obligations contained in
      Section 9.03 of the Agreement, as limited by the express terms and conditions
      of
      Article IX therein. Except as provided in the foregoing sentence, CSC is not
      liable for any obligation of the Seller under the foregoing
      Agreement.

    


    


    
      	 	
              COLUMBIA
                SUSSEX CORPORATION

            
	 	 
	 	
              By:
                /s/ William J. Yung

            
	 	
              William
                J. Yung, President

            


    

    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    LIST
      OF EXHIBITS

     

    
      	
              EXHIBIT
                A

            	
              Legal
                Description

            
	 	 
	
              EXHIBIT
                A-1

            	
              Survey

            
	 	 
	
              EXHIBIT
                B

            	
              Operating
                Agreements

            
	 	 
	
              EXHIBIT
                C

            	
              Promissory
                Note

            
	 	 
	
              EXHIBIT
                D

            	
              Purchase
                Price Allocation

            
	 	 
	
              EXHIBIT
                E

            	
              Passenger/Delivery
                Vehicles

            
	 	 
	
              EXHIBIT
                F

            	
              Notices
                of Violation

            
	 	 
	
              EXHIBIT
                G

            	
              Licenses
                and Permits

            
	 	 
	
              EXHIBIT
                H

            	
              Operating
                Agreements to be Terminated at Closing

            
	 	 
	
              EXHIBIT
                I

            	
              Leases
                to be Assumed

            
	 	 
	
              EXHIBIT
                J

            	
              Trademarks
                and Service Marks

            
	 	 
	
              EXHIBIT
                K

            	
              Employee
                Positions

            
	 	 
	
              EXHIBIT
                L

            	
              FCC
                License(s)

            
	 	 
	
              EXHIBIT
                M

            	
              Corp
                of Engineers Permit(s)

            
	 	 
	
              EXHIBIT
                N

            	
              Buyer’s
                Principal Information Statement and Buyer’s Financial Statement and
                Certificate

            
	 	
               

            
	
              EXHIBIT
                O

            	
              Escrow
                Agreement

            
	 	 
	
              EXHIBIT
                P-1

            	
              System
                Marks

            
	 	 
	
              EXHIBIT
                P-2

            	
              Licensed
                Marks

            
	 	 
	
              EXHIBIT
                Q

            	
              Purpose
                of Marks

            
	 	 
	
              EXHIBIT
                R

            	
              Excluded
                Software

            
	 	 
	
              EXHIBIT
                S

            	
              Historic
                Operating Agreements

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              EXHIBIT
                T

            	
              Reserved

            
	 	 
	
              EXHIBIT
                U

            	
              Special
                Warranty Deed

            
	 	 
	
              EXHIBIT
                V

            	
              Bill
                of Sale Personal Property

            
	 	 
	
              EXHIBIT
                V-1

            	
              Excluded
                Personal Property

            
	 	 
	
              EXHIBIT
                V-2

            	
              Bill
                of Sale

            
	 	 
	
              EXHIBIT
                W

            	
              Assignment
                and Assumption of Operating Agreements/Lease

            
	 	 
	
              EXHIBIT
                X

            	
              Assignment
                and Assumption of Reservations and Frequent Player
                Awards

            
	 	 
	
              EXHIBIT
                Y

            	
              Assignment
                and Assumption of Master Agreement and Release/Replacement
                Guaranty

            
	 	
               

            
	
              EXHIBIT
                Z

            	
              Non-Foreign
                Affidavit

            
	 	 
	
              EXHIBIT
                AA

            	
              Vessel
                Bill of Sale

            
	 	 
	
              EXHIBIT
                BB

            	
              FCC
                License Assignment

            
	 	 
	
              EXHIBIT
                CC

            	
              Reserved

            
	 	 
	
              EXHIBIT
                DD

            	
              Reserved

            
	 	 
	
              EXHIBIT
                EE

            	
              Update
                of Warranties and Representations

            
	 	 
	
              EXHIBIT
                FF

            	
              Replacement
                Guaranty

            
	 	 
	
              EXHIBIT
                GG

            	
              Reserved

            
	 	 
	
              EXHIBIT
                HH

            	
              Transfer
                of Guest Items

            
	 	 
	
              EXHIBIT
                II

            	
              Guest’s
                Baggage Inventory Certification

            
	 	 
	
              EXHIBIT
                JJ

            	
              Seller’s
                Affidavit

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LIST
      OF EXHIBITS

    


    


    
      	
              EXHIBIT
                A

            	
              Legal
                Description

            
	 	 
	
              EXHIBIT
                A-1

            	
              Survey

            
	 	 
	
              EXHIBIT
                B

            	
              Operating
                Agreements

            
	 	 
	
              EXHIBIT
                C

            	
              Promissory
                Note

            
	 	 
	
              EXHIBIT
                D

            	
              Purchase
                Price Allocation

            
	 	 
	
              EXHIBIT
                E

            	
              Passenger/Delivery
                Vehicles

            
	 	 
	
              EXHIBIT
                F

            	
              Notices
                of Violation

            
	 	 
	
              EXHIBIT
                G

            	
              Licenses
                and Permits

            
	 	 
	
              EXHIBIT
                H

            	
              Operating
                Agreements to be Terminated at Closing

            
	 	 
	
              EXHIBIT
                I

            	
              Leases
                to be Assumed

            
	 	 
	
              EXHIBIT
                J

            	
              Trademarks
                and Service Marks

            
	 	 
	
              EXHIBIT
                K

            	
              Employee
                Positions

            
	 	 
	
              EXHIBIT
                L

            	
              FCC
                License(s)

            
	 	 
	
              EXHIBIT
                M

            	
              Corp
                of Engineers Permit(s)

            
	 	 
	
              EXHIBIT
                N

            	
              Buyer’s
                Principal Information Statement and Buyer’s Financial Statement and
                Certificate

            
	 	 
	
              EXHIBIT
                O

            	
              Escrow
                Agreement

            
	 	 
	
              EXHIBIT
                P-1

            	
              System
                Marks

            
	 	 
	
              EXHIBIT
                P-2

            	
              Licensed
                Marks

            
	 	 
	
              EXHIBIT
                Q

            	
              Purpose
                of Marks

            
	 	 
	
              EXHIBIT
                R

            	
              Excluded
                Software

            
	 	 
	
              EXHIBIT
                S

            	
              Historic
                Operating Agreements

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 
	
              EXHIBIT
                T

            	
              Reserved

            
	 	 
	
              EXHIBIT
                U

            	
              Special
                Warranty Deed

            
	 	 
	
              EXHIBIT
                V-1

            	
              Excluded
                Personal Property

            
	 	 
	
              EXHIBIT
                V-2

            	
              Bill
                of Sale

            
	 	 
	
              EXHIBIT
                W

            	
              Assignment
                and Assumption of Operating Agreements/Lease

            
	 	 
	
              EXHIBIT
                X

            	
              Assignment
                and Assumption of Reservations and Frequent Player
                Awards

            
	 	 
	
              EXHIBIT
                Y

            	
              Assignment
                and Assumption of Master Agreement and Release/Replacement
                Guaranty

            
	 	 
	
              EXHIBIT
                Z

            	
              Non-Foreign
                Affidavit

            
	 	 
	
              EXHIBIT
                AA

            	
              Reserved

            
	 	 
	
              EXHIBIT
                BB

            	
              FCC
                License Assignment

            
	 	 
	
              EXHIBIT
                CC

            	
              Reserved

            
	 	 
	
              EXHIBIT
                DD

            	
              Assignment
                and Assumption of Agreement and Release 

            
	 	 
	
              EXHIBIT
                EE

            	
              Update
                of Warranties and Representations

            
	 	 
	
              EXHIBIT
                FF

            	
              Replacement
                Guaranty

            
	 	 
	
              EXHIBIT
                GG

            	
              Reserved

            
	 	 
	
              EXHIBIT
                HH

            	
              Transfer
                of Guest Items

            
	 	 
	
              EXHIBIT
                II

            	
              Guest’s
                Baggage Inventory Certification

            
	 	 
	
              EXHIBIT
                JJ

            	
              Seller’s
                Affidavit

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    Legal
      Description

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-1

    Survey

    


    See
      Dimco, Inc. Survey previously provided to Buyer.

     

     

     

    
 

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

    Operating
      Agreements

    


    
      	 	
              1)

            	
              Wide
                Area Network Services Agreement between Harrah’s Vicksburg Corporation and
                Bally Gaming, Inc. dated November 13,
                2001

            


    

    


    
      	 	
              2)

            	
              Casino
                Services Agreement between Wimar Tahoe Corporation dba Columbia
                Entertainment and Columbia Properties Vicksburg, LLC dated January
                3, 2007
                [to be terminated at closing]

            


    

    


    
      	 	
              3)

            	
              Service
                Agreement between Columbia Sussex Corporation and Columbia Properties
                Vicksburg, LLC dated October 27, 2003 [to be terminated at
                closing]

            


    

    


    
      	 	
              4)

            	
              Mississippi
                $1,000,000 Pyramid Nickel Progressive Agreement between IGT and Harrah’s
                Vicksburg Corporation dated June 21, 2001 and addendum thereto dated
                June,
                2001

            


    

    


    
      	 	
              5)

            	
              Mississippi
                “Diamond Cinema Nickel” Progressive Agreement between IGT and Harrah’s
                Vicksburg Corporation dated August 16, 2002 and addendum thereto
                dated
                August 8, 2002

            


    

    


    
      	 	
              6)

            	
              Mississippi
                Megabucks Gaming Rights Agreement between IGT and Harrah’s Vicksburg
                Corporation dated May 10, 1995

            


    

    


    
      	 	
              7)

            	
              Mississippi
                Regis Cash Club Nickel Progressive Agreement between IGT and Harrah’s
                Vicksburg Corporation dated January 23, 2002 and addendum thereto
                dated
                January, 2002

            


    

    


    
      	 	
              8)

            	
              Mississippi
                Wheel of Fortune Half Dollar Progressive Agreement between IGT and
                Harrah’s Vicksburg Corporation dated May 3, 2001 and addendum thereto
                dated April 30, 2001

            


    

    


    
      	 	
              9)

            	
              Mississippi
                Wheel of Fortune Dollar Progressive Agreement between IGT and Harrah’s
                Vicksburg Corporation dated June 13, 2000 and addendum thereto dated
                June
                13, 2000

            


    

    


    
      	 	
              10)

            	
              Mississippi
                Wheel of Fortune Quarter Progressive Agreement between IGT and Harrah’s
                Vicksburg Corporation dated June 13, 2000 and addendum thereto dated
                June
                13, 2000

            


    

    


    
      	 	
              11)

            	
              Parts
                and Labor Service Agreement between Mid-South Automatic Door Division
                of
                Crain Enterprises, Inc. and Horizon Casino and Hotel
                

            


    

    


    
      	 	
              12)

            	
              Assignment
                Agreement between Avaya, Inc., Harrah’s Vicksburg Corporation and Columbia
                Sussex Corporation

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              13)

            	
              Addendum
                to Purchase/Service Agreement Contract No. 00227780749 Order No.
                22032130
                between Avaya, Inc. and Harrah’s Vicksburg Corporation dated February 4,
                2002

            


    

    


    
      	 	
              14)

            	
              Preventative
                Maintenance Inspection Agreement between Cummins Allison Corp. and
                Harrah’s Vicksburg dated February 15, 1994 and corresponding Consent and
                Release to Assignment of Operating Agreement executed by Cummins
                Allison
                Corp. dated August 12, 2003

            


    

    


    
      	 	
              15)

            	
              Master
                Maintenance Agreement between Dover Elevator Company and Harrah’s Casino
                dated November 18, 1994 and corresponding Consent and Release to
                Assignment of Operating Agreement executed by Dover Elevator Company
                dated
                September 4, 2003

            


    

    


    
      	 	
              16)

            	
              Equipment
                Sale Agreement between AGI Distribution, Inc. dba Acres Gaming
                Incorporated and Columbia Properties Vicksburg, LLC dated August
                1,
                2003

            


    

     

    
      	 	
              17)

            	
              Assignment
                and Assumption of Purchase and Sale Agreement between Ft. Mitchell
                Construction Company and Columbia Properties Vicksburg, LLC dated
                July 15,
                2003 [to be terminated at closing]

            


    

    


    
      	 	
              18)

            	
              Order
                and Agreement for Painted Bulletins between Goodview Outdoor, LLC
                and
                Harrah’s Vicksburg Corporation dated September 1, 2002 and addendum
                thereto dated August, 2002

            


    

    


    
      	 	
              19)

            	
              Order
                and Agreement for Painted Bulletins between Goodview Outdoor, LLC
                and
                Harrah’s Vicksburg Corporation dated September 1, 2002 and addendum
                thereto dated August, 2002

            


    

    


    
      	 	
              20)

            	
              Order
                and Agreement for Painted Bulletins between Goodview Outdoor, LLC
                and
                Harrah’s Vicksburg Corporation dated September 1, 2002 and addendum
                thereto dated August, 2002

            


    

    


    
      	 	
              21)

            	
              Airport
                Advertising Agreement between Interspace Airport Advertising and
                Harrah’s
                Casino and Hotel dated May 3, 2000 [written notice of termination
                of this
                agreement has been delivered with an effective termination date of
                March
                31, 2008]

            


    

    


    
      	 	
              22)

            	
              Service
                Agreement between Metro-Communications, Inc. and Harrah’s Casino-Hotel
                dated April 23, 1997 and corresponding Consent and Release to Assignment
                of Operating Agreement executed by Metro-Communications, Inc. dated
                August
                12, 2003

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              23)

            	
              Service
                Agreement between Metro-Communications, Inc. and Harrah’s dated May 28,
                1997 and corresponding Consent and Release to Assignment of Operating
                Agreement executed by Metro-Communications, Inc. dated August 12,
                2003

            


    

    


    
      	 	
              24)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated October 25, 2002 and addendum thereto dated November, 2002
                and
                corresponding Consent and Release to Assignment of Operating Agreement
                executed by Lamar-Jackson, MS 

            


    

    


    
      	 	
              25)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated October 25, 2002 and addendum thereto dated November 25, 2002
                and
                corresponding Consent and Release to Assignment for second October
                25,
                2002 Contract 

            


    

    


    
      	 	
              26)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated December 9, 2002 and addendum thereto dated February 25, 2003
                and
                corresponding Consent and Release to Assignment of Operating Agreement
                executed by Lamar-Jackson, MS 

            


    

    


    
      	 	
              27)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated March 13, 2003 and addendum thereto dated April, 2003 and
                corresponding Consent and Release to Assignment of Operating Agreement
                executed by Lamar-Jackson, MS 

            


    

    


    
      	 	
              28)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated August 2, 2002 and corresponding Consent and Release to Assignment
                of Operating Agreement executed by Lamar-Jackson, MS
                

            


    

    


    
      	 	
              29)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated February 5, 2003 and addendum thereto dated February, 2003
                and
                corresponding Consent and Release to Assignment of Operating Agreement
                executed by Lamar-Jackson, MS 

            


    

    


    
      	 	
              30)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated April 23, 2003 and addendum thereto dated April, 2003 and
                corresponding Consent and Release to Assignment of Operating Agreement
                executed by Lamar-Jackson, MS 

            


    

    


    
      	 	
              31)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated March 13, 2003 and addendum thereto dated April, 2003 and
                corresponding Consent and Release to Assignment of Operating Agreement
                executed by Lamar-Jackson, MS 

            


    

    


    
      	 	
              32)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated July 12, 2002 and corresponding Consent and Release to Assignment
                of
                Operating Agreement executed by Lamar-Jackson, MS dated October 9,
                2003

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              33)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated March 13, 2003 and addendum thereto dated April, 2003 and
                corresponding Consent and Release to Assignment of Operating Agreement
                executed by Lamar-Jackson, MS 

            


    

    


    
      	 	
              34)

            	
              Bulletin
                Contract between The Lamar Companies and Harrah’s Vicksburg Corporation
                dated January 3, 2003 and addendum thereto dated February 25, 2003
                and
                corresponding Consent and Release to Assignment for January 3, 2003
                

            


    

    
      	 	
              35)

            	
              On
                Command Service Agreement between On Command Video Corporation and
                Columbia Properties Vicksburg, LLC dated January 9,
                2004

            


    

    


    
      	 	
              36)

            	
              On
                Command Video Service Agreement between on Command Video Corporation
                and
                Harrah’s Vicksburg Corporation dated September 7, 1993 and corresponding
                Consent and Release to Assignment of Operating Agreement executed
                by On
                Command Video Corporation 

            


    

    


    
      	 	
              37)

            	
              Order
                and Agreement for Painted Bulletins between Outdoor Visuals of
                Mississippi, LLC and Harrah’s Vicksburg Corporation dated July 9, 2002 and
                addendum thereto dated July, 2002 and corresponding Consent and Release
                to
                Assignment of Operating Agreement executed by Outdoor Visuals of
                Mississippi, LLC dated August 15,
                2003

            


    

    


    
      	 	
              38)

            	
              “S.M.A.R.T.”
                Service Agreement between Horizon’s Casino and Hermetic Rush Services,
                Inc. dated January 28, 2004

            


    

    


    
      	 	
              39)

            	
              Agreement
                between Horizon Casino and Schindler Elevator Corporation dated September
                1, 2005

            


    

    


    
      	 	
              40)

            	
              Agreement
                between Scallions Lawn Service and Horizon Hotel Casino dated April
                27,
                2006

            


    

    


    
      	 	
              41)

            	
              Agreement
                between Loop Linen Service, Incorporated and Horizon Hotel and Casino
                dated August 30, 2006

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C

     

    Promissory
      Note

     

    PROMISSORY
      NOTE

    


    


    
      	
              $_____________

            	
              ___________,
                2008

            


    

    


    


    FOR
      VALUE
      RECEIVED,
      ____________ ("Maker") promises to
      pay to
      the order of ______________
      ("Holder"),
      at
      ___________________, or
      such
      other address as Holder may from time to time designate, the principal sum
      of
      ____________________________ DOLLARS ($____________), together with interest
      thereon from the date hereof. Principal and interest shall be payable in
      immediately available funds in lawful money of the United States of America
      without set-off, deduction or counterclaim. 

    


    Interest
      on this Note shall accrue at the "Target Rate" (as defined below), plus one
      percent (1%). The Target Rate on the date of this Note is __________ percent
      (___%) and the initial interest rate as of the date of this Note is __________
      percent (___%). The interest rate will be adjusted on each date of change in
      the
      Target Rate to reflect the Target Rate in effect on the date of adjustment.
      For
      purposes of this Note, the "Target Rate" shall be the amount charged to Maker
      for mezzanine financing provided by CIBC (or such other financing source used
      by
      Maker). Accrued interest on this Note will be due and payable concurrently
      with
      payments of principal.

    


    The
      entire outstanding principal amount of, and all accrued and unpaid interest
      on,
      this Note shall be due and payable in full on _______________, 20__ [three
      (3)
      years after Closing] (the "Maturity Date"). 

     

    Payments
      received will be applied in the following order: (i) to repayment of any amounts
      owed to Holder for charges, fees and expenses (including reasonable attorneys’
fees), (ii) to accrued interest, and (iii) to principal. Maker may prepay this
      Note in whole or in part at any time without penalty or premium. Partial
      payments will be applied first to accrued and unpaid interest and second to
      reduce the remaining payments of principal balance of this Note in the inverse
      order of their maturity. Partial prepayments will not affect the due date or
      amount of any installment owing under this Note, except as expressly stated
      in
      the preceding sentence.

    Maker
      shall pay on demand all costs of collection of any amounts due under this Note,
      or in connection with the enforcement of or realization on any security for
      this
      Note, including without limitation reasonable attorneys' fees and expenses.
      Upon
      the occurrence and during the continuance of an event of default (as defined
      below) or after the Maturity Date, interest shall accrue at a rate per annum
      equal to the sum of 5.0% plus the rate provided for herein. If any amount due
      under this Note is unpaid for ten (10) days or more, Maker shall pay a late
      charge equal to 5.0% of such unpaid amount, in addition to any other sums due
      under this Note (and without limiting Holder's other remedies on account
      thereof).

    


    The
      unpaid principal balance of this Note, together with all accrued interest,
      will
      become immediately due and payable at the option of Holder upon the occurrence
      of any of the following events of default: (a) Maker's failure to make payment
      of any amount due under this Note when due; (b) if Maker disposes of a
      substantial part of its business or assets, whether by sale, lease, merger,
      consolidation, or in any other manner, and whether in one transaction or in
      a
      series of related transactions; (c) if a petition or other request for relief
      is
      filed by or with the consent of Maker under any bankruptcy, insolvency, or
      reorganization law providing for the relief of debtors; (d) if a petition or
      other request for relief is filed against Maker under any such law and is not
      dismissed within sixty (60) days
      of
      filing; (e) if Maker becomes insolvent or executes an assignment for the benefit
      of creditors, or if any appointment is made of a receiver or trustee for any
      property of Maker; (f) upon Maker’s dissolution; or (g) if Maker defaults in the
      payment or performance of any obligations required to be paid or performed
      by it
      pursuant to its primary bank financing and such default authorizes or permits
      the lender thereunder to accelerate repayment of such financing. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    No
      delay
      or omission of Holder in exercising any right hereunder shall operate as a
      waiver of such right or of any other right hereunder. A waiver on any one
      occasion shall not be construed as a bar to or a waiver of any such right on
      any
      future occasion.

    


    Maker
      waives presentment, notice of protest, protest, and all other demands and
      notices in connection with the delivery, acceptance, performance, default,
      or
      enforcement of this Note.

     

    Neither
      the liability of Maker nor the rights of Holder shall be affected by and Maker
      consents to and waives notice of (a) any renewal or extension of time for
      payment of this Note, on any terms and at any rate of interest, or any other
      indulgence granted by Holder; (b) any addition or release (including a discharge
      in bankruptcy) of any person primarily or secondarily liable for payment of
      this
      Note; (c) any substitution, exchange, surrender, or release of any collateral
      securing payment of this Note; (d) any delay, omission, or forbearance in the
      enforcement of payment of this Note; or (e) any delay, omission, or forbearance
      by Holder in exercising any right or power with respect to this
      Note.

    


    This
      Note
      shall be binding upon Maker and Maker’s heirs, successors, assigns and legal
      representatives, and shall inure to the benefit of Holder and Holder’s heirs,
      successors, endorsees, assigns, and legal representatives. 

    Maker:
      (a) consents to the application of Kentucky law
      to
      any dispute arising under this Note (without reference to its conflicts of
      laws
      principles) and to the jurisdiction of the federal and state courts Commonwealth
      of Kentucky over any suit brought in connection with this Note; (b) waives
      and
      agrees to waive any objection to such a suit being so brought by reason of
      the
      lack of personal jurisdiction of any such court or any claim that any such
      court
      constitutes an inconvenient forum; (c) agrees that it may be served with process
      in any such suit by notice delivered to its then current address. AS A
      SPECIFICALLY BARGAINED INDUCEMENT FOR HOLDER TO EXTEND CREDIT TO MAKER, MAKER
      WAIVES TRIAL BY JURY.

    


    
      	
              Witness:

            	
              Maker:

            
	 	 
	 	
              __________________________________

            
	 	 
	 	 
	____________________________________	
              By:
                _______________________________

            
	
              Print
                Name:________________________________

            	
              Print
                Name:__________________________

            
	 	
              Title:_______________________________

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      D

     

    Purchase
      Price Allocation

     

    
      	
              Description

            	 	
              Amount

            	 
	
               

            	 	
               

            	 
	
              Land

            	 	
              $

            	
              3,500,000.00

            	 
	
               

            	 	 	
              
              

            	 
	
              Land
                Improvements

            	 	
              $

            	
              8,500,000.00

            	 
	
              (includes
                parking garage, 

            	 	 	
              
              

            	 
	
              paved
                parking, ramps, etc.)

            	 	 	
              
              

            	 
	
               

            	 	 	
              
              

            	 
	
              Building

            	 	
              $

            	
              19,000,000.00

            	 
	
               

            	 	 	
              
              

            	 
	
              Personal
                Property/Casino Equipment

            	 	
              $

            	
              3,000,000.00

            	 
	
               

            	 	 	
              
              

            	 
	
              Boat

            	 	
              $

            	
              1,000,000.00

            	 
	
               

            	 	 	
              
              

            	 
	
              Total

            	 	
              $

            	
              35,000,000.00

            	 


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E

     

    Passenger/Delivery
      Vehicles

     

    


     

    None. 

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F

     

    Notices
      of Violation

     

    
      	 	
              1)

            	
              City
                of Vicksburg Building and Inspections Department notice of
                deficiencies/violations dated October 5,
                2007

            


    

    


     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      G

     

    Licenses
      and Permits

     

    
      	 	
              1)

            	
              Gaming
                License No. 593 issued by the State of Mississippi on October 27,
                2006

            


    

    


    
      	 	
              2)

            	
              Alcoholic
                Beverage Permit No. 021934 issued by Mississippi State Tax Commission
                Alcoholic Beverage Control Division on November 19,
                2003

            


    

    


    
      	 	
              3)

            	
              Food
                Facility Permit No. 4240040-148697 issued by Mississippi State Department
                of Heath on November 24, 2003

            


    

    


    
      	 	
              4)

            	
              Food
                Facility Permit No. 4240040-148695 issued by Mississippi State Department
                of Heath on November 24, 2003

            


    

    


    
      	 	
              5)

            	
              Food
                Facility Permit No. 4240040-148699 issued by Mississippi State Department
                of Heath on November 24, 2003

            


    

    


    
      	 	
              6)

            	
              Food
                Facility Permit No. 4240040-148691 issued by Mississippi State Department
                of Heath on November 24, 2003

            


    

    


    
      	 	
              7)

            	
              Food
                Facility Permit No. 4240040-148693 issued by Mississippi State Department
                of Heath on November 24, 2003

            


    

    


    
      	 	
              8)

            	
              Beer
                Permit and Privilege License No. 75-13080-7 issued by State of Mississippi
                on August 6, 2004

            


    

    


    
      	 	
              9)

            	
              Beer
                Permit and Privilege License No. 75-13070-8 issued by State of Mississippi
                on August 6, 2004

            


    

    


    
      	 	
              10)

            	
              Privilege
                License No. 2008 55 issued by City of Vicksburg on October 1,
                2007

            


    

    


    
      	 	
              11)

            	
              Elevator
                Permit

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      H

    Operating
      Agreements to be Terminated at Closing

    


    
      	
              1)

            	
              Casino
                Services Agreement between Wimar Tahoe Corporation dba Columbia
                Entertainment and Columbia Properties Vicksburg, LLC dated January
                3,
                2007

            


    

    


    
      	
              2)

            	
              Service
                Agreement between Columbia Sussex Corporation and Columbia Properties
                Vicksburg, LLC dated October 27, 2003


            


    

    


    
      	
              3)

            	
              Assignment
                and Assumption of Purchase and Sale Agreement between Ft. Mitchell
                Construction Company and Columbia Properties Vicksburg, LLC dated
                July 15,
                2003 

            


    

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      I

    Leases
      to
      be Assumed

    


    
      	 	
              1)

            	
              ATM
                Lease and Exclusivity Agreement between Columbia Properties Vicksburg,
                LLC
                and Hibernia National Bank dated October 2,
                2003

            


    

    


    
      	 	
              2)

            	
              Warehouse
                Lease Agreement between Jim Powers and Harrah’s Vicksburg Corporation
                dated February 1, 1999 and corresponding Consent and Release to Assignment
                of Operating Agreement executed by Jim Powers dated September 15,
                2003

            


    

    


    
      	 	
              3)

            	
              Fax
                Equipment Lease Agreement between Lanier Worldwide, Inc. and Harrah’s
                Vicksburg Corporation dated August 1, 2001 and corresponding Consent
                and
                Release to Assignment of Operating Agreement executed by Lanier Worldwide,
                Inc. dated August 13, 2003

            


    

    


    
      	 	
              4)

            	
              Fax
                Equipment Lease Agreement between Lanier Worldwide, Inc. and Harrah’s
                Vicksburg Corporation dated September 1, 2001 and corresponding Consent
                and Release to Assignment of Operating Agreement executed by Lanier
                Worldwide, Inc. dated August 8,
                2003

            


    

    


    
      	 	
              5)

            	
              Billboard
                Lease Agreement between OMI Enterprises and Harrah’s Vicksburg Corporation
                dated October 12, 2001 and corresponding Consent and Release to Assignment
                of Operating Agreement executed by OMI Enterprises dated August 27,
                2003

            


    

    


    
      	 	
              6)

            	
              Billboard
                Lease Agreement between Outdoor Visuals of Mississippi, LLC and Harrah’s
                Vicksburg Corporation dated July 9,
                2002

            


    

    


    
      	 	
              7)

            	
              Lease
                Agreement between Pitney Bowes Credit Corporation and Harrah’s Casino and
                corresponding Assignment of Lease and Assumption Agreement between
                Harrah’s Casino, Columbia properties Vicksburg, LLC and Pitney Bowes
                Credit Corporation dated September 19,
                2003

            


    

    


    
      	 	
              8)

            	
              Second
                Riverboat Property Lease between Harrah’s Vicksburg Corporation and the
                Mayor and Aldermen of the City of Vicksburg dated June 23,
                1993

            


    

    


    
      	 	
              9)

            	
              Master
                Agreement of Purchase and Sale between the Mayor and Aldermen of
                the City
                of Vicksburg, Mississippi and Harrah’s Vicksburg Corporation dated January
                21, 1993 and accompanying first amendment dated May 7,
                1993

            


    

     

    
      	 	
              10)

            	
              Amended
                and Restated Master Agreement of Purchase and Sale between the Mayor
                and
                Aldermen of the City of Vicksburg, Mississippi and Columbia Properties
                Vicksburg, LLC dated October 24,
                2003

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              11)

            	
              Master
                Lease Agreement between Sharp Electronics Financial Services and
                Columbia
                Properties Vicksburg, LLC dated September 26,
                2003

            


    

    


    
      	 	
              12)

            	
              Encroachment
                Agreement between City of Vicksburg, Mississippi and Harrah’s Vicksburg
                Corporation dated June 2, 2003

            


    

    


    
      	 	
              13)

            	
              Second
                Encroachment Agreement between City of Vicksburg, Mississippi and
                Harrah’s
                Vicksburg Corporation dated June 10,
                2003

            


    

    


    
      	 	
              14)

            	
              Agreement
                between Harrah’s Vicksburg Corporation and MidSouth Rail Corporation dated
                June 21, 1993

            


    

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a) 
EXHIBIT
      J

    Trademarks
      and Service Marks

     

    


     

    
      	
              (b)

            	
              1)

            	
              Horizon
                Casino

            
	 	 	 
	
              (c)

            	 	 
	 	 	 
	
              (d)

            	 	 
	 	 	 
	
              (e)

            	 	 
	 	 	 
	
              (f)

            	 	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      K

    Employee
      Positions

    


    
      	
              Vicksburg
                - 62 Active Employees

            	 
	 	 	 	 	 	 	 
	
              Loc
                

            	
              Dept
                

            	
              Employee#

            	
              Employee
                Name 

            	
              Pay
                Rate 

            	
              Hire
                Date 

            	
              Job
                Class 

            
	
              62

            	
              1500

            	
              13491

            	
               

            	
              12.61

            	
              12/28/1993

            	
              ACCOUNTING/FINANCE

            
	
              62

            	
              1500

            	
              10746

            	
               

            	
              15.38

            	
              4/20/1998

            	
              ACCOUNTING/FINANCE

            
	
              62

            	
              1500

            	
              10632

            	
               

            	
              8.48

            	
              6/04/2005

            	
              ACCOUNTING/FINANCE

            
	
              62

            	
              1500

            	
              10874

            	
               

            	
              8.48

            	
              8/13/2005

            	
              ACCOUNTING/FINANCE

            
	
              62

            	
              1500

            	
              13392

            	
               

            	
              8.24

            	
              9/17/2006

            	
              ACCOUNTING/FINANCE

            
	
              62

            	
              1500

            	
              11295

            	
               

            	
              28.84

            	
              11/1/1993

            	
              ASSISTANT
                CASINO GEN MGR

            
	
              62

            	
              401

            	
              11524

            	
               

            	
              9.5

            	
              2/13/1994

            	
              BAR
                SERVER

            
	
              62

            	
              401

            	
              11393

            	
               

            	
              9.45

            	
              6/07/2004

            	
              BAR
                SERVER

            
	
              62

            	
              401

            	
              11440

            	
               

            	
              8

            	
              6/01/2005

            	
              BAR
                SERVER

            
	
              62

            	
              401

            	
              10969

            	
               

            	
              8.2

            	
              8/19/2005

            	
              BAR
                SERVER

            
	
              62

            	
              401

            	
              11209

            	
               

            	
              8.24

            	
              6/23/2006

            	
              BAR
                SERVER

            
	
              62

            	
              401

            	
              17062

            	
               

            	
              8

            	
              8/02/2007

            	
              BAR
                SERVER

            
	
              62

            	
              401

            	
              32771

            	
               

            	
              8

            	
              9/07/2007

            	
              BAR
                SERVER

            
	
              62

            	
              401

            	
              11885

            	
               

            	
              8

            	
              5/16/2006

            	
              BARBACK
                

            
	
              62

            	
              401

            	
              15441

            	
               

            	
              8

            	
              4/03/2007

            	
              BARBACK
                

            
	
              62

            	
              401

            	
              32881

            	
               

            	
              8

            	
              10/7/2007

            	
              BARBACK
                

            
	
              62

            	
              401

            	
              10780

            	
               

            	
              7.39

            	
              10/21/2005

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              10837

            	
               

            	
              5.15

            	
              10/27/2006

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              10130

            	
               

            	
              5.15

            	
              11/28/2006

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              14259

            	
               

            	
              9

            	
              12/28/2006

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              14640

            	
               

            	
              5.15

            	
              1/26/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              14834

            	
               

            	
              5.85

            	
              2/27/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              15921

            	
               

            	
              5.15

            	
              5/12/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              17411

            	
               

            	
              5.15

            	
              8/09/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              17410

            	
               

            	
              5.15

            	
              9/07/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              32867

            	
               

            	
              5.15

            	
              9/27/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              32866

            	
               

            	
              5.15

            	
              9/28/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              32962

            	
               

            	
              5.15

            	
              10/13/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              32963

            	
               

            	
              5.15

            	
              10/16/2007

            	
              BARSEVER
                

            
	
              62

            	
              401

            	
              11669

            	
               

            	
              15.38

            	
              6/18/2004

            	
              BEV
                SUP 

            
	
              62

            	
              306

            	
              10669

            	
               

            	
              11.25

            	
              5/28/2001

            	
              BQT
                CAPT 

            
	
              62

            	
              301

            	
              11146

            	
               

            	
              7.43

            	
              5/27/2005

            	
              BUS
                HELP 

            
	
              62

            	
              301

            	
              10700

            	
               

            	
              7.43

            	
              1/06/2006

            	
              BUS
                HELP 

            
	
              62

            	
              301

            	
              14374

            	
               

            	
              7

            	
              10/20/2006

            	
              BUS
                HELP 

            
	
              62

            	
              301

            	
              32654

            	
               

            	
              7

            	
              9/07/2007

            	
              BUS
                HELP 

            
	
              62

            	
              170

            	
              13468

            	
               

            	
              10.25

            	
              4/26/1999

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              10719

            	
               

            	
              9.56

            	
              3/01/2002

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              13489

            	
               

            	
              8.94

            	
              11/13/2004

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              10923

            	
               

            	
              10

            	
              12/5/2004

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              10673

            	
               

            	
              8.67

            	
              11/15/2005

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              11004

            	
               

            	
              8.75

            	
              5/12/2006

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              11367

            	
               

            	
              8.5

            	
              9/02/2006

            	
              CAGE
                CASHIER

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              62

            	
              170

            	
              11655

            	
               

            	
              10

            	
              10/8/2006

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              11870

            	
               

            	
              8.75

            	
              10/16/2006

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              15920

            	
               

            	
              8.5

            	
              5/12/2007

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              15922

            	
               

            	
              8.5

            	
              5/12/2007

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              15923

            	
               

            	
              8.5

            	
              5/12/2007

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              15978

            	
               

            	
              8.5

            	
              5/20/2007

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              16731

            	
               

            	
              8.5

            	
              7/07/2007

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              33053

            	
               

            	
              8.5

            	
              10/19/2007

            	
              CAGE
                CASHIER

            
	
              62

            	
              170

            	
              11024

            	
               

            	
              11.78

            	
              7/24/2005

            	
              CAGE
                MAIN BANK

            
	
              62

            	
              170

            	
              10843

            	
               

            	
              10.3

            	
              2/23/2007

            	
              CAGE
                MAIN BANK

            
	
              62

            	
              170

            	
              15785

            	
               

            	
              10

            	
              5/06/2007

            	
              CAGE
                MAIN BANK

            
	
              62

            	
              170

            	
              15924

            	
               

            	
              10

            	
              5/12/2007

            	
              CAGE
                MAIN BANK

            
	
              62

            	
              170

            	
              17267

            	
               

            	
              10

            	
              8/25/2007

            	
              CAGE
                MAIN BANK

            
	
              62

            	
              170

            	
              14848

            	
               

            	
              11.78

            	
              2/16/2007

            	
              CAGE
                SHIFT SUPER

            
	
              62

            	
              170

            	
              32709

            	
               

            	
              11.3

            	
              9/16/2007

            	
              CAGE
                SHIFT SUPER

            
	
              62

            	
              301

            	
              12368

            	
               

            	
              7.69

            	
              6/06/2005

            	
              CASHIER
                

            
	
              62

            	
              301

            	
              13494

            	
               

            	
              8

            	
              1/21/2006

            	
              CASHIER
                

            
	
              62

            	
              301

            	
              15937

            	
               

            	
              7

            	
              5/19/2007

            	
              CASHIER
                

            
	
              62

            	
              1500

            	
              10799

            	
               

            	
              11.53

            	
              1/12/2005

            	
              CASINO
                ACCOUNTANT

            
	
              62

            	
              1500

            	
              11738

            	
               

            	
              12.83

            	
              11/4/1993

            	
              CASINO
                ADMIN ASST. G&A

            
	
              62

            	
              1500

            	
              13590

            	
               

            	
              8.54

            	
              8/23/1999

            	
              CASINO
                ADMIN ASST. G&A

            
	
              62

            	
              1500

            	
              11151

            	
               

            	
              10.01

            	
              3/06/2000

            	
              CASINO
                ADMIN ASST. G&A

            
	
              62

            	
              1500

            	
              10878

            	
               

            	
              13.79

            	
              10/20/2003

            	
              CASINO
                ADMIN ASST. G&A

            
	
              62

            	
              1500

            	
              13388

            	
               

            	
              21.78

            	
              12/8/1993

            	
              CASINO
                CONTROLLER

            
	
              62

            	
              120

            	
              10875

            	
               

            	
              6.56

            	
              11/8/1993

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13512

            	
               

            	
              6.64

            	
              11/8/1993

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13562

            	
               

            	
              7.46

            	
              11/8/1993

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10714

            	
               

            	
              7.11

            	
              11/13/1993

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              11016

            	
               

            	
              7.26

            	
              11/13/1993

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              12162

            	
               

            	
              6.9

            	
              11/13/1993

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              11009

            	
               

            	
              6.9

            	
              3/16/1994

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13500

            	
               

            	
              6.41

            	
              6/24/1994

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              11040

            	
               

            	
              7.1

            	
              10/27/1995

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10857

            	
               

            	
              5.95

            	
              4/11/1997

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13456

            	
               

            	
              6.02

            	
              3/09/1999

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13477

            	
               

            	
              6.01

            	
              7/19/1999

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              14388

            	
               

            	
              6.5

            	
              6/08/2000

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13503

            	
               

            	
              6.9

            	
              1/07/2002

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10128

            	
               

            	
              6.9

            	
              8/11/2003

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10713

            	
               

            	
              5.84

            	
              8/06/2004

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              11029

            	
               

            	
              5.62

            	
              8/28/2004

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13425

            	
               

            	
              5.52

            	
              3/04/2005

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              11279

            	
               

            	
              6.9

            	
              4/19/2005

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10800

            	
               

            	
              6.63

            	
              2/15/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              11269

            	
               

            	
              5.72

            	
              3/06/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10600

            	
               

            	
              5.41

            	
              3/31/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10693

            	
               

            	
              6.69

            	
              5/19/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10701

            	
               

            	
              6.69

            	
              5/26/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              11763

            	
               

            	
              5.35

            	
              9/01/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13402

            	
               

            	
              6.69

            	
              9/08/2006

            	
              CASINO
                DEALER

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              62

            	
              120

            	
              10449

            	
               

            	
              6.5

            	
              9/18/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              13557

            	
               

            	
              7.5

            	
              9/29/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10847

            	
               

            	
              5.66

            	
              10/14/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10823

            	
               

            	
              5.5

            	
              12/16/2006

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              14915

            	
               

            	
              5.5

            	
              3/06/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              15237

            	
               

            	
              6.5

            	
              3/09/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              15445

            	
               

            	
              5.25

            	
              4/04/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              15591

            	
               

            	
              5.5

            	
              4/06/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              15593

            	
               

            	
              6.5

            	
              4/06/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              15775

            	
               

            	
              6.25

            	
              4/20/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              16312

            	
               

            	
              6.5

            	
              6/08/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              16567

            	
               

            	
              6

            	
              6/22/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              16669

            	
               

            	
              6.5

            	
              6/29/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              16826

            	
               

            	
              6.5

            	
              7/16/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              17245

            	
               

            	
              5.5

            	
              8/23/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              17266

            	
               

            	
              5.5

            	
              8/24/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              17385

            	
               

            	
              6.5

            	
              9/07/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              32752

            	
               

            	
              5.5

            	
              9/21/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              32754

            	
               

            	
              6.5

            	
              9/21/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              32868

            	
               

            	
              6.5

            	
              10/1/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              33113

            	
               

            	
              5.5

            	
              10/26/2007

            	
              CASINO
                DEALER

            
	
              62

            	
              120

            	
              10384

            	
               

            	
              18.57

            	
              11/13/1993

            	
              CASINO
                GAMES FLOOR/DEALER

            
	
              62

            	
              120

            	
              10926

            	
               

            	
              16.55

            	
              11/13/1993

            	
              CASINO
                GAMES FLOOR/DEALER

            
	
              62

            	
              120

            	
              13560

            	
               

            	
              16.23

            	
              11/13/1993

            	
              CASINO
                GAMES FLOOR/DEALER

            
	
              62

            	
              120

            	
              11812

            	
               

            	
              18

            	
              10/7/2005

            	
              CASINO
                GAMES FLOOR/DEALER

            
	
              62

            	
              120

            	
              11980

            	
               

            	
              17

            	
              8/24/2006

            	
              CASINO
                GAMES FLOOR/DEALER

            
	
              62

            	
              120

            	
              15242

            	
               

            	
              17

            	
              3/09/2007

            	
              CASINO
                GAMES FLOOR/DEALER

            
	
              62

            	
              120

            	
              11014

            	
               

            	
              22.96

            	
              11/13/1993

            	
              CASINO
                GAMES SHIFT MGR

            
	
              62

            	
              120

            	
              11737

            	
               

            	
              20.6

            	
              11/13/1993

            	
              CASINO
                GAMES SHIFT MGR

            
	
              62

            	
              120

            	
              10687

            	
               

            	
              18.99

            	
              5/19/1995

            	
              CASINO
                GAMES SHIFT MGR

            
	
              62

            	
              120

            	
              11173

            	
               

            	
              22.29

            	
              5/19/1995

            	
              CASINO
                GAMES SHIFT MGR

            
	
              62

            	
              120

            	
              10585

            	
               

            	
              21

            	
              9/17/2004

            	
              CASINO
                GAMES SHIFT MGR

            
	
              62

            	
              120

            	
              11035

            	
               

            	
              19.1

            	
              11/20/1993

            	
              CASINO
                GAMES SUPER

            
	
              62

            	
              1500

            	
              10716

            	
               

            	
              38.46

            	
              8/27/2006

            	
              CASINO
                GENERAL MANAGER

            
	
              62

            	
              1510

            	
              15330

            	
               

            	
              25

            	
              3/09/2007

            	
              CASINO
                HR MANAGER

            
	
              62

            	
              1360

            	
              10905

            	
               

            	
              16.3

            	
              5/17/1999

            	
              CASINO
                INSPECT UTILITY

            
	
              62

            	
              1500

            	
              15778

            	
               

            	
              23.79

            	
              5/01/2007

            	
              CASINO
                MIS

            
	
              62

            	
              1150

            	
              10809

            	
               

            	
              18.32

            	
              12/13/1996

            	
              CASINO
                MRKT SPEC EVENTS MGR

            
	
              62

            	
              120

            	
              11501

            	
               

            	
              10.7

            	
              12/15/1997

            	
              CASINO
                PIT CLERK

            
	
              62

            	
              120

            	
              10872

            	
               

            	
              7.96

            	
              11/12/2004

            	
              CASINO
                PIT CLERK

            
	
              62

            	
              120

            	
              10670

            	
               

            	
              9.02

            	
              1/22/2005

            	
              CASINO
                PIT CLERK

            
	
              62

            	
              120

            	
              16764

            	
               

            	
              8.5

            	
              7/06/2007

            	
              CASINO
                PIT CLERK

            
	
              62

            	
              120

            	
              32965

            	
               

            	
              8.5

            	
              10/12/2007

            	
              CASINO
                PIT CLERK

            
	
              62

            	
              185

            	
              10914

            	
               

            	
              11.57

            	
              7/19/1999

            	
              CASINO
                PREM PLAYER HOST

            
	
              62

            	
              185

            	
              13431

            	
               

            	
              11.55

            	
              7/24/2000

            	
              CASINO
                PREM PLAYER HOST

            
	
              62

            	
              185

            	
              11106

            	
               

            	
              11.58

            	
              9/23/2002

            	
              CASINO
                PREM PLAYER HOST

            
	
              62

            	
              185

            	
              13488

            	
               

            	
              8.58

            	
              7/08/2005

            	
              CASINO
                PREM PLAYER HOST

            
	
              62

            	
              185

            	
              16840

            	
               

            	
              8.67

            	
              7/06/2007

            	
              CASINO
                PREM PLAYER HOST

            
	
              62

            	
              185

            	
              17101

            	
               

            	
              8.5

            	
              8/03/2007

            	
              CASINO
                PREM PLAYER HOST

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              62

            	
              185

            	
              17344

            	
               

            	
              8.5

            	
              8/29/2007

            	
              CASINO
                PREM PLAYER HOST

            
	
              62

            	
              185

            	
              32684

            	
               

            	
              8.5

            	
              9/15/2007

            	
              CASINO
                PREM PLAYER HOST

            
	
              62

            	
              185

            	
              13417

            	
               

            	
              17.34

            	
              7/25/1997

            	
              CASINO
                PREM PLAYER MGR

            
	
              62

            	
              1610

            	
              11624

            	
               

            	
              16.43

            	
              10/29/1993

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              10894

            	
               

            	
              11.9

            	
              2/23/1994

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              10892

            	
               

            	
              15.96

            	
              4/15/1994

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              13375

            	
               

            	
              9.91

            	
              2/14/1997

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              13412

            	
               

            	
              10.73

            	
              12/8/1997

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11070

            	
               

            	
              9.62

            	
              9/14/1998

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              10873

            	
               

            	
              10.83

            	
              1/17/2000

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              13588

            	
               

            	
              8.64

            	
              11/30/2000

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11544

            	
               

            	
              9

            	
              7/15/2002

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              13554

            	
               

            	
              14.42

            	
              3/29/2003

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11072

            	
               

            	
              10.3

            	
              12/6/2003

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              10781

            	
               

            	
              9.01

            	
              1/24/2004

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              13513

            	
               

            	
              8.71

            	
              3/27/2005

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11038

            	
               

            	
              10

            	
              4/29/2005

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              10548

            	
               

            	
              8.93

            	
              7/24/2005

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              10680

            	
               

            	
              8.32

            	
              12/16/2005

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              13555

            	
               

            	
              8.16

            	
              2/03/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11065

            	
               

            	
              8.24

            	
              3/14/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              13549

            	
               

            	
              8.24

            	
              3/17/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11199

            	
               

            	
              8.24

            	
              3/21/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11158

            	
               

            	
              8.24

            	
              4/19/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11082

            	
               

            	
              8.16

            	
              9/23/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              10092

            	
               

            	
              8.24

            	
              9/29/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              11145

            	
               

            	
              8.16

            	
              10/6/2006

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              14593

            	
               

            	
              8

            	
              1/26/2007

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              16250

            	
               

            	
              8

            	
              6/01/2007

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              16841

            	
               

            	
              8

            	
              7/15/2007

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              17164

            	
               

            	
              8

            	
              8/10/2007

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              17192

            	
               

            	
              8

            	
              8/18/2007

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              1610

            	
              32769

            	
               

            	
              7.52

            	
              9/21/2007

            	
              CASINO
                SECURITY OFFICER

            
	
              62

            	
              100

            	
              10522

            	
               

            	
              14.85

            	
              11/1/1993

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              10741

            	
               

            	
              15.16

            	
              11/1/1993

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              13421

            	
               

            	
              10.99

            	
              6/09/1995

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              10717

            	
               

            	
              11.78

            	
              6/21/1995

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              11150

            	
               

            	
              9.33

            	
              12/14/1998

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              10934

            	
               

            	
              9.12

            	
              3/18/2002

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              10752

            	
               

            	
              10.5

            	
              4/13/2004

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              11062

            	
               

            	
              8.36

            	
              12/24/2004

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              13466

            	
               

            	
              8.32

            	
              2/22/2005

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              14881

            	
               

            	
              8

            	
              2/23/2007

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              14883

            	
               

            	
              8

            	
              2/23/2007

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              14835

            	
               

            	
              8

            	
              2/26/2007

            	
              CASINO
                SLOT FLOOR PERSON

            
	
              62

            	
              100

            	
              11539

            	
               

            	
              14

            	
              8/21/2004

            	
              CASINO
                SLOT LEAD MECH

            
	
              62

            	
              100

            	
              14655

            	
               

            	
              28.85

            	
              2/09/2007

            	
              CASINO
                SLOT MANAGER

            
	
              62

            	
              100

            	
              11457

            	
               

            	
              11.7

            	
              5/16/1997

            	
              CASINO
                SLOT MECH

            
	
              62

            	
              100

            	
              13568

            	
               

            	
              11.59

            	
              4/14/2003

            	
              CASINO
                SLOT MECH

            
	
              62

            	
              100

            	
              13524

            	
               

            	
              10.71

            	
              11/13/2004

            	
              CASINO
                SLOT MECH

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              62

            	
              100

            	
              14370

            	
               

            	
              11.03

            	
              6/03/2005

            	
              CASINO
                SLOT MECH

            
	
              62

            	
              100

            	
              16125

            	
               

            	
              10.5

            	
              5/26/2007

            	
              CASINO
                SLOT MECH

            
	
              62

            	
              100

            	
              32878

            	
               

            	
              13.5

            	
              9/29/2007

            	
              CASINO
                SLOT MECH

            
	
              62

            	
              100

            	
              33186

            	
               

            	
              11.5

            	
              11/2/2007

            	
              CASINO
                SLOT MECH

            
	
              62

            	
              100

            	
              11054

            	
               

            	
              20.4

            	
              11/1/1993

            	
              CASINO
                SLOT SHIFT MGR

            
	
              62

            	
              100

            	
              13407

            	
               

            	
              19.81

            	
              4/23/2001

            	
              CASINO
                SLOT SHIFT MGR

            
	
              62

            	
              100

            	
              10592

            	
               

            	
              19.8

            	
              11/8/1993

            	
              CASINO
                SLOT SHIFT SUPER

            
	
              62

            	
              100

            	
              10428

            	
               

            	
              21.63

            	
              8/08/1994

            	
              CASINO
                SLOT SHIFT SUPER

            
	
              62

            	
              100

            	
              11841

            	
               

            	
              10.24

            	
              11/30/1999

            	
              CASINO
                SLOT SHIFT SUPER

            
	
              62

            	
              100

            	
              13378

            	
               

            	
              13

            	
              3/27/2000

            	
              CASINO
                SLOT SHIFT SUPER

            
	
              62

            	
              600

            	
              10774

            	
               

            	
              16.82

            	
              7/21/2003

            	
              CASINO
                STAGE TECH

            
	
              62

            	
              1360

            	
              13418

            	
               

            	
              8.1

            	
              3/27/1997

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              10710

            	
               

            	
              9.95

            	
              3/09/1998

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              11045

            	
               

            	
              7.87

            	
              3/22/1999

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              10663

            	
               

            	
              10.2

            	
              4/19/1999

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              13380

            	
               

            	
              8.45

            	
              4/24/2000

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              13581

            	
               

            	
              9.02

            	
              6/09/2003

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              10579

            	
               

            	
              7.65

            	
              6/27/2004

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              13432

            	
               

            	
              8.25

            	
              1/11/2006

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              11819

            	
               

            	
              8.46

            	
              4/12/2006

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              10398

            	
               

            	
              7.46

            	
              8/04/2006

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              10667

            	
               

            	
              8.24

            	
              10/13/2006

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              14795

            	
               

            	
              8

            	
              2/09/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              15572

            	
               

            	
              9.25

            	
              4/20/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              15573

            	
               

            	
              9.25

            	
              4/20/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              16378

            	
               

            	
              7.25

            	
              6/08/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              16735

            	
               

            	
              7.25

            	
              7/06/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              17193

            	
               

            	
              7.25

            	
              8/21/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              17330

            	
               

            	
              7.25

            	
              8/31/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              17369

            	
               

            	
              7.25

            	
              9/07/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              17370

            	
               

            	
              7.25

            	
              9/07/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              32655

            	
               

            	
              7.25

            	
              9/07/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              32657

            	
               

            	
              7.25

            	
              9/14/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              32685

            	
               

            	
              7.25

            	
              9/14/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              32686

            	
               

            	
              7.25

            	
              9/14/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              33110

            	
               

            	
              7.25

            	
              10/26/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              1360

            	
              33184

            	
               

            	
              7.25

            	
              11/3/2007

            	
              CASINO
                UTILITY H/S

            
	
              62

            	
              185

            	
              11327

            	
               

            	
              13.36

            	
              7/29/2002

            	
              CASINO
                VIP HOST HOURLY

            
	
              62

            	
              185

            	
              10593

            	
               

            	
              12.23

            	
              11/17/2003

            	
              CASINO
                VIP HOST HOURLY

            
	
              62

            	
              185

            	
              10622

            	
               

            	
              12.75

            	
              4/15/2002

            	
              CASINO
                VIP HOST SALARY

            
	
              62

            	
              1500

            	
              12240

            	
               

            	
              43.26

            	
              3/13/2006

            	
              CFO
                

            
	
              62

            	
              301

            	
              10210

            	
               

            	
              24.03

            	
              10/30/2006

            	
              CHEF
                

            
	
              62

            	
              301

            	
              10718

            	
               

            	
              10.82

            	
              11/8/1993

            	
              COOK
                

            
	
              62

            	
              301

            	
              11645

            	
               

            	
              10.13

            	
              11/8/1993

            	
              COOK
                

            
	
              62

            	
              301

            	
              11504

            	
               

            	
              12.89

            	
              11/20/1993

            	
              COOK
                

            
	
              62

            	
              301

            	
              10891

            	
               

            	
              11.7

            	
              2/01/1994

            	
              COOK
                

            
	
              62

            	
              301

            	
              10778

            	
               

            	
              12.02

            	
              6/15/1998

            	
              COOK
                

            
	
              62

            	
              301

            	
              13397

            	
               

            	
              8.89

            	
              3/09/2004

            	
              COOK
                

            
	
              62

            	
              301

            	
              13487

            	
               

            	
              9.23

            	
              11/16/2004

            	
              COOK
                

            
	
              62

            	
              301

            	
              11136

            	
               

            	
              10

            	
              7/02/2005

            	
              COOK
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              62

            	
              301

            	
              13543

            	
               

            	
              9.5

            	
              7/22/2005

            	
              COOK
                

            
	
              62

            	
              301

            	
              11153

            	
               

            	
              8.24

            	
              12/5/2005

            	
              COOK
                

            
	
              62

            	
              301

            	
              10604

            	
               

            	
              8

            	
              7/28/2006

            	
              COOK
                

            
	
              62

            	
              301

            	
              11078

            	
               

            	
              8

            	
              8/01/2006

            	
              COOK
                

            
	
              62

            	
              301

            	
              11598

            	
               

            	
              8

            	
              11/28/2006

            	
              COOK
                

            
	
              62

            	
              301

            	
              14369

            	
               

            	
              8

            	
              1/11/2007

            	
              COOK
                

            
	
              62

            	
              301

            	
              17332

            	
               

            	
              7

            	
              8/31/2007

            	
              COOK
                

            
	
              62

            	
              301

            	
              32967

            	
               

            	
              8

            	
              10/17/2007

            	
              COOK
                

            
	
              62

            	
              200

            	
              10708

            	
               

            	
              11.86

            	
              11/1/1993

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              10742

            	
               

            	
              14

            	
              11/8/1993

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              10709

            	
               

            	
              7.75

            	
              3/22/2001

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              10912

            	
               

            	
              9.75

            	
              5/25/2004

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              15919

            	
               

            	
              7.5

            	
              5/10/2007

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              16201

            	
               

            	
              8

            	
              5/30/2007

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              17066

            	
               

            	
              8

            	
              8/07/2007

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              17067

            	
               

            	
              8

            	
              8/07/2007

            	
              DESK
                CLERK

            
	
              62

            	
              200

            	
              17371

            	
               

            	
              7.5

            	
              9/07/2007

            	
              DESK
                CLERK

            
	
              62

            	
              1620

            	
              11161

            	
               

            	
              21.85

            	
              9/09/1998

            	
              DIR
                OF SURVEILLANCE

            
	
              62

            	
              301

            	
              10684

            	
               

            	
              7.39

            	
              6/04/2005

            	
              DISHWASHER

            
	
              62

            	
              301

            	
              10803

            	
               

            	
              9

            	
              6/20/2005

            	
              DISHWASHER

            
	
              62

            	
              301

            	
              11493

            	
               

            	
              7.67

            	
              10/20/2006

            	
              DISHWASHER

            
	
              62

            	
              301

            	
              10858

            	
               

            	
              7.5

            	
              11/7/2006

            	
              DISHWASHER

            
	
              62

            	
              301

            	
              11421

            	
               

            	
              7

            	
              12/1/2006

            	
              DISHWASHER

            
	
              62

            	
              301

            	
              15729

            	
               

            	
              7.25

            	
              5/01/2007

            	
              DISHWASHER

            
	
              62

            	
              301

            	
              16765

            	
               

            	
              7

            	
              7/05/2007

            	
              DISHWASHER

            
	
              62

            	
              301

            	
              17329

            	
               

            	
              6.5

            	
              8/31/2007

            	
              DISHWASHER

            
	
              62

            	
              170

            	
              10897

            	
               

            	
              11.2

            	
              5/04/1998

            	
              HARD
                COUNT

            
	
              62

            	
              170

            	
              11101

            	
               

            	
              10.42

            	
              10/25/1998

            	
              HARD
                COUNT

            
	
              62

            	
              170

            	
              10817

            	
               

            	
              17.01

            	
              12/1/1993

            	
              HARD
                COUNT SUPERVISOR

            
	
              62

            	
              200

            	
              10876

            	
               

            	
              12.54

            	
              11/1/1993

            	
              HEAD
                HSKPR

            
	
              62

            	
              301

            	
              11026

            	
               

            	
              7.65

            	
              8/05/2005

            	
              HOST/HOSTESS

            
	
              62

            	
              301

            	
              13448

            	
               

            	
              7.21

            	
              9/05/2006

            	
              HOST/HOSTESS

            
	
              62

            	
              301

            	
              32658

            	
               

            	
              7

            	
              9/14/2007

            	
              HOST/HOSTESS

            
	
              62

            	
              200

            	
              10715

            	
               

            	
              25.48

            	
              9/09/2003

            	
              HOTEL
                GENERAL MANAGER

            
	
              62

            	
              200

            	
              14373

            	
               

            	
              10

            	
              7/31/2006

            	
              HOTEL
                MAINTENANCE

            
	
              62

            	
              200

            	
              11428

            	
               

            	
              10.3

            	
              10/16/2006

            	
              HOTEL
                MAINTENANCE

            
	
              62

            	
              200

            	
              10786

            	
               

            	
              11

            	
              12/3/2006

            	
              HOTEL
                MAINTENANCE

            
	
              62

            	
              200

            	
              11027

            	
               

            	
              11

            	
              12/18/2006

            	
              HOTEL
                MAINTENANCE

            
	
              62

            	
              215

            	
              10818

            	
               

            	
              10.03

            	
              2/04/2002

            	
              HOTEL
                PARK/VALET

            
	
              62

            	
              215

            	
              10790

            	
               

            	
              8.24

            	
              5/14/2004

            	
              HOTEL
                PARK/VALET

            
	
              62

            	
              215

            	
              10695

            	
               

            	
              5.97

            	
              10/3/2006

            	
              HOTEL
                PARK/VALET

            
	
              62

            	
              215

            	
              14505

            	
               

            	
              5.85

            	
              1/19/2007

            	
              HOTEL
                PARK/VALET

            
	
              62

            	
              215

            	
              14794

            	
               

            	
              5.85

            	
              2/10/2007

            	
              HOTEL
                PARK/VALET

            
	
              62

            	
              215

            	
              17335

            	
               

            	
              5.85

            	
              8/31/2007

            	
              HOTEL
                PARK/VALET

            
	
              62

            	
              215

            	
              32870

            	
               

            	
              5.85

            	
              10/1/2007

            	
              HOTEL
                PARK/VALET

            
	
              62

            	
              200

            	
              10744

            	
               

            	
              19.81

            	
              11/10/1993

            	
              HOTEL
                SALARY CHIEF ENGINEER

            
	
              62

            	
              170

            	
              13070

            	
               

            	
              10.81

            	
              12/24/2005

            	
              HOURLY
                CAGE MAIN BANK

            
	
              62

            	
              200

            	
              11149

            	
               

            	
              9.74

            	
              2/08/1999

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              14371

            	
               

            	
              9

            	
              8/12/2005

            	
              HOUSEKPR
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              62

            	
              200

            	
              11126

            	
               

            	
              8

            	
              10/13/2006

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              15174

            	
               

            	
              6

            	
              3/16/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              16128

            	
               

            	
              6

            	
              5/30/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              17063

            	
               

            	
              7

            	
              8/03/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              17333

            	
               

            	
              6

            	
              9/02/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              33111

            	
               

            	
              6

            	
              10/30/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              33187

            	
               

            	
              6

            	
              11/2/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              33189

            	
               

            	
              6

            	
              11/2/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              200

            	
              33191

            	
               

            	
              6

            	
              11/2/2007

            	
              HOUSEKPR
                

            
	
              62

            	
              1500

            	
              10459

            	
               

            	
              15.58

            	
              11/8/1993

            	
              HRLY
                PERSONNEL SPEC

            
	
              62

            	
              1500

            	
              13403

            	
               

            	
              10

            	
              8/07/2006

            	
              HRLY
                PERSONNEL SPEC

            
	
              62

            	
              1360

            	
              10614

            	
               

            	
              15

            	
              11/1/1993

            	
              MAINTENANCE
                HELPER

            
	
              62

            	
              1360

            	
              10738

            	
               

            	
              12.5

            	
              11/14/2005

            	
              MAINTENANCE
                HELPER

            
	
              62

            	
              1360

            	
              15238

            	
               

            	
              12

            	
              3/09/2007

            	
              MAINTENANCE
                HELPER

            
	
              62

            	
              1360

            	
              16820

            	
               

            	
              15

            	
              7/16/2007

            	
              MAINTENANCE
                HELPER

            
	
              62

            	
              1150

            	
              10734

            	
               

            	
              17.3

            	
              10/11/1999

            	
              MARKETING
                ASST

            
	
              62

            	
              1150

            	
              12484

            	
               

            	
              14.18

            	
              5/10/2004

            	
              MARKETING
                ASST

            
	
              62

            	
              1150

            	
              10222

            	
               

            	
              28.84

            	
              5/08/2000

            	
              MARKETING
                MANAGER

            
	
              62

            	
              200

            	
              10675

            	
               

            	
              10

            	
              12/12/2006

            	
              NIGHT
                AUDITOR

            
	
              62

            	
              200

            	
              14260

            	
               

            	
              10

            	
              12/19/2006

            	
              NIGHT
                AUDITO

            
	
              62

            	
              301

            	
              10626

            	
               

            	
              10.21

            	
              11/8/1993

            	
              PANTRY
                

            
	
              62

            	
              301

            	
              11061

            	
               

            	
              9.59

            	
              11/8/1993

            	
              PANTRY
                

            
	
              62

            	
              301

            	
              13510

            	
               

            	
              9.92

            	
              8/17/1998

            	
              PANTRY
                

            
	
              62

            	
              301

            	
              10977

            	
               

            	
              8.94

            	
              6/04/2001

            	
              PANTRY
                

            
	
              62

            	
              301

            	
              11751

            	
               

            	
              7.18

            	
              12/9/2005

            	
              PANTRY
                

            
	
              62

            	
              301

            	
              10768

            	
               

            	
              8.24

            	
              3/03/2006

            	
              PANTRY
                

            
	
              62

            	
              301

            	
              11036

            	
               

            	
              7.1

            	
              4/14/2006

            	
              PANTRY
                

            
	
              62

            	
              120

            	
              13505

            	
               

            	
              9.02

            	
              11/5/2005

            	
              PIT
                CLERK 

            
	
              62

            	
              120

            	
              15726

            	
               

            	
              8.5

            	
              4/27/2007

            	
              PIT
                CLERK 

            
	
              62

            	
              160

            	
              10616

            	
               

            	
              5.67

            	
              4/27/1998

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              13535

            	
               

            	
              5.25

            	
              7/16/2001

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              12005

            	
               

            	
              5.74

            	
              4/15/2002

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              13576

            	
               

            	
              5.91

            	
              10/25/2004

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              10762

            	
               

            	
              5.25

            	
              11/12/2005

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              13492

            	
               

            	
              5.4

            	
              3/31/2006

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              10999

            	
               

            	
              5.4

            	
              10/29/2006

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              16843

            	
               

            	
              5.25

            	
              7/13/2007

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              17334

            	
               

            	
              5.25

            	
              8/31/2007

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              32753

            	
               

            	
              5.25

            	
              9/21/2007

            	
              POKER
                ROOM DEALER

            
	
              62

            	
              160

            	
              10706

            	
               

            	
              18.75

            	
              11/13/1993

            	
              POKER
                ROOM SUPER

            
	
              62

            	
              160

            	
              13470

            	
               

            	
              17.51

            	
              11/13/1993

            	
              POKER
                ROOM SUPER

            
	
              62

            	
              160

            	
              13445

            	
               

            	
              15.3

            	
              4/26/1999

            	
              POKER
                ROOM SUPER

            
	
              62

            	
              160

            	
              10767

            	
               

            	
              22

            	
              2/21/2004

            	
              POKER
                ROOM SUPER

            
	
              62

            	
              160

            	
              12156

            	
               

            	
              19.1

            	
              8/29/2004

            	
              POKER
                ROOM SUPER

            
	
              62

            	
              160

            	
              16314

            	
               

            	
              17

            	
              6/08/2007

            	
              POKER
                ROOM SUPER

            
	
              62

            	
              185

            	
              10835

            	
               

            	
              13.87

            	
              10/1/2001

            	
              PREM
                PLAYER SUPERVISOR

            
	
              62

            	
              301

            	
              11104

            	
               

            	
              10.03

            	
              8/15/1997

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              10618

            	
               

            	
              8.11

            	
              11/3/1997

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              11116

            	
               

            	
              7.24

            	
              6/12/2000

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              10830

            	
               

            	
              5.95

            	
              8/17/2004

            	
              REST.
                SRVR AM

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              62

            	
              301

            	
              11133

            	
               

            	
              7.18

            	
              2/26/2005

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              10917

            	
               

            	
              6.91

            	
              3/11/2005

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              11015

            	
               

            	
              5.57

            	
              9/09/2005

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              10784

            	
               

            	
              6.4

            	
              10/29/2005

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              11453

            	
               

            	
              5.61

            	
              6/09/2006

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              17343

            	
               

            	
              5.15

            	
              8/24/2007

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              32652

            	
               

            	
              7

            	
              9/07/2007

            	
              REST.
                SRVR AM

            
	
              62

            	
              301

            	
              11348

            	
               

            	
              14.49

            	
              10/27/1993

            	
              REST.
                SUPER

            
	
              62

            	
              301

            	
              13480

            	
               

            	
              11.33

            	
              8/23/1996

            	
              REST.
                SUPER

            
	
              62

            	
              200

            	
              11034

            	
               

            	
              10.15

            	
              1/24/1997

            	
              RM
                INSPEC 

            
	
              62

            	
              170

            	
              10462

            	
               

            	
              22.77

            	
              12/2/2002

            	
              SALARY
                CAGE MAIN BANK MGR

            
	
              62

            	
              170

            	
              11063

            	
               

            	
              14.71

            	
              10/1/2004

            	
              SALARY
                CAGE MAIN BANK MGR

            
	
              62

            	
              170

            	
              15953

            	
               

            	
              11.77

            	
              5/20/2007

            	
              SALARY
                CAGE SHIFT SUPER

            
	
              62

            	
              200

            	
              13570

            	
               

            	
              12

            	
              1/13/2003

            	
              SALARY
                HOTEL BOOKPR

            
	
              62

            	
              1610

            	
              12443

            	
               

            	
              21.63

            	
              10/25/1993

            	
              SALARY
                SECURITY SUPER

            
	
              62

            	
              1610

            	
              10671

            	
               

            	
              17.15

            	
              11/19/1993

            	
              SALARY
                SECURITY SUPER

            
	
              62

            	
              1610

            	
              16697

            	
               

            	
              14.42

            	
              6/29/2007

            	
              SALARY
                SECURITY SUPER

            
	
              62

            	
              100

            	
              15731

            	
               

            	
              8.5

            	
              4/27/2007

            	
              SLOT
                CLUB REP

            
	
              62

            	
              100

            	
              16997

            	
               

            	
              21.78

            	
              7/27/2007

            	
              SLOT
                TECH MANAGER

            
	
              62

            	
              170

            	
              16536

            	
               

            	
              11

            	
              6/23/2007

            	
              SOFT
                COUNT

            
	
              62

            	
              170

            	
              17100

            	
               

            	
              8.5

            	
              8/04/2007

            	
              SOFT
                COUNT

            
	
              62

            	
              170

            	
              17163

            	
               

            	
              8.5

            	
              8/13/2007

            	
              SOFT
                COUNT

            
	
              62

            	
              170

            	
              32869

            	
               

            	
              8.5

            	
              9/29/2007

            	
              SOFT
                COUNT

            
	
              62

            	
              170

            	
              11067

            	
               

            	
              14.18

            	
              9/23/1994

            	
              SOFT
                COUNTSUPERVISOR

            
	
              62

            	
              301

            	
              10476

            	
               

            	
              17.86

            	
              3/22/2004

            	
              SOUS
                CHEF 

            
	
              62

            	
              301

            	
              33192

            	
               

            	
              14

            	
              1/10/2007

            	
              SOUS
                CHEF 

            
	
              62

            	
              170

            	
              13472

            	
               

            	
              10.71

            	
              9/09/2005

            	
              SR
                CREDIT CLERK

            
	
              62

            	
              1620

            	
              10514

            	
               

            	
              12.4

            	
              7/19/1999

            	
              SURVEILLANCE
                SUPER

            
	
              62

            	
              1620

            	
              10420

            	
               

            	
              10.5

            	
              5/16/2006

            	
              SURVEILLANCE
                SUPER

            
	
              62

            	
              1620

            	
              14501

            	
               

            	
              10.5

            	
              1/20/2007

            	
              SURVEILLANCE
                SUPER

            
	
              62

            	
              1620

            	
              16730

            	
               

            	
              10.2

            	
              7/06/2007

            	
              SURVEILLANCE
                SUPER

            
	
              62

            	
              1620

            	
              33116

            	
               

            	
              11.5

            	
              10/27/2007

            	
              SURVEILLANCE
                SUPER

            
	
              62

            	
              1620

            	
              10465

            	
               

            	
              17.35

            	
              7/21/1995

            	
              SURVEILLANCE
                SUPERVISOR

            
	
              62

            	
              1620

            	
              11543

            	
               

            	
              14.9

            	
              2/23/1996

            	
              SURVEILLANCE
                SUPERVISOR

            
	
              62

            	
              1620

            	
              10788

            	
               

            	
              13.9

            	
              8/19/2004

            	
              SURVEILLANCE
                SUPERVISOR

            
	
              62

            	
              300

            	
              10572

            	
               

            	
              17.16

            	
              8/17/1998

            	
              WAREHOUSE
                SUPER

            


    

    


    


    Total
      376 Active Employees

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      L

    FCC
      License(s)

    


    
      	
              1)

            	
              Federal
                Communications Commission Wireless Communications Bureau Radio Station
                Authorization, FCC Registration Number 002132612 issued May 4,
                2005

            


    

     

     

    

 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      M

    Corps
      of
      Engineers Permit(s)

    


    None.

     

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      N

    Buyer’s
      Principal Information Statement

    Buyer’s
      Financial Statement and Certificate

    


    


    Robert
      B.
      Sturges, Chief Executive Officer

    


    Jim
      Kohn,
      Chief Financial Officer

    


    John
      Arnesen, President and Chief Operating Officer

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      O

    Escrow
      Agreement

    


    ESCROW
      AGREEMENT

    


    Dated:
      

    


    File
      No.:


    


    Brief
      Description of Property:
      ___________________________________________________

    ____________________________________________________________________________

    ________________________________________________________________
      between 

    Columbia
      Properties Vicksburg, LLC (“Seller”) and Nevada Gold Vicksburg, LLC


    (“Buyer”),
      and Chicago Title Insurance Company (“Escrow Agent”).

    


    
      	1.	
              Amount
                of Escrow Deposit: $

            


    

      Escrow
      Agent hereby acknowledges receipt of the Escrow Deposit.

    


    
      	
              2.

            	
              The
                Escrow Deposit is to be deposited
                into:

            


    

    


      a
      non-interest bearing account

    


      an
      interest bearing account. (Please note that an additional service fee is charged
      for opening an interest bearing account. See Paragraph 2 of the General
      Conditions listed below.)

    


    
      	3.	
              If
                an interest bearing account is to be opened, the Escrow Deposit shall
                be
                invested in:

            


    

    


      a
      money
      market fund

    


      certificate
      of deposit

    


      ________________________________

    


    3.1. If
      an
      interest bearing account is to be opened, the account will be opened at
      ______________________________. (Note: If a place of deposit is not identified,
      Escrow Agent will designate the depository institution.)

    


    3.2. If
      an
      interest bearing account is opened, the interest earned should be reported
      by
      the depository institution to the Internal Revenue Service as
      follows:

    


    
      	 	
              Taxpayer
                name:
                __________________________________________

            


    

    


    
      	 	
              Taxpayer
                address:
                _______________________________________

            


    

    


    _______________________________________

    


    Taxpayer
      I.D. No.: _____________________________________

    


    For
      an
      individual, birth date is required: _____________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Distribution
                of the Escrow Fund (the “Escrow Fund” is comprised of the Escrow Deposit
                and interest, if any, accrued thereon): Seller and Buyer agree that
                Escrow
                Agent shall distribute the Escrow Fund as
                follows:

            


    

    


    
      	 	
              _________________________________________________________

            


    

    


    
      	 	
              _________________________________________________________

            


    

    


    
      	 	
              _________________________________________________________

            


    

    


    
      	 	
              _________________________________________________________

            


    

    


    
      	 	
              _________________________________________________________

            


    

    


    
      	 	
              _________________________________________________________

            


    

    


    


    General
      Conditions

    


    
      	
              1.

            	
              Interest:
                Seller and Buyer agree that any interest earned shall become part
                of the
                Escrow Fund and shall be subject to the terms and conditions of this
                Escrow Agreement.

            


    

    


    
      	
              2.

            	
              Service
                Fee: Seller agrees to pay a service fee of $100.00 to Escrow Agent
                at the
                time this Escrow Agreement is executed. In the event that an interest
                bearing account is to be opened, an additional service fee of $100.00
                shall be paid by Seller to Escrow Agent at the time this agreement
                is
                executed.

            


    

    


    
      	
              3.

            	
              Maintenance
                Fee: If the Escrow Fund is not fully distributed within 12 months,
                Escrow
                Agent shall charge an annual maintenance fee of $100.00. The annual
                maintenance fee will be deducted by Escrow Agent from the Escrow
                Fund.

            


    

    


    
      	
              4.

            	
              Commingling:
                If the Escrow Deposit is to be placed in a non-interest bearing account,
                Escrow Agent may commingle the Escrow Deposit with escrow funds of
                others,
                and may deposit such funds without limitation in its custodial or
                escrow
                accounts with any reputable bank, savings association or other financial
                services entity.

            


    

    


    
      	
              5.

            	
              Escheat:
                The Escrow Fund shall be subject to the provisions of applicable
                state law
                pertaining to unclaimed property.

            


    

    


    
      	
              6.

            	
              Loss
                of Funds: In the event that the Escrow Deposit has been invested
                in an
                interest bearing account, Escrow Agent will not be liable for any
                loss or
                impairment of the Escrow Fund if the loss or impairment results from
                the
                failure, insolvency or suspension of the depository
                institution.

            


    

    


    
      	
              7.

            	
              Liability
                of Escrow Agent: Escrow Agent shall not be liable for, and Seller
                and
                Buyer expressly release Escrow Agent from liability arising out of,
                any
                act, omission or other matter or thing arising hereunder, except
                for
                Escrow Agent’s willful misconduct or gross negligence. Seller and Buyer,
                jointly and severally, agree to indemnify and hold Escrow Agent harmless
                from and against any and all costs, claims or damages, howsoever
                occasioned, that may be incurred by or asserted against it arising
                out of
                or in connection with the Escrow Agreement or Escrow Agent’s action or
                failure to act hereunder, including without limitation, costs and
                expenses
                (including attorneys’ fees) of depositing the Escrow Fund in court or
                defending itself hereunder, except for Escrow Agent’s willful misconduct
                or gross negligence.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Duties
                of Escrow Agent: Escrow Agent undertakes to perform only such duties
                as
                are expressly set forth herein, being purely ministerial in nature.
                Escrow
                Agent shall have no responsibility for determining the due authorization,
                execution and delivery of any notice or other document delivered
                to Escrow
                Agent pursuant to this Agreement or the genuineness of the signatures
                thereon. Escrow Agent may rely and shall be protected in acting upon
                any
                written notice, instruction or request furnished to it hereunder
                and
                believed by it to be genuine and to have been signed by the proper
                parties. Escrow Agent may rely on instructions in writing sent to
                Escrow
                Agent by facsimile transmission.

            


    

    


    
      	
              9.

            	
              Notices:
                All notices, instructions and other communications hereunder shall
                be
                deemed to be sufficiently given if in writing and sent
                to:

            


    

    


    


    
      	
            	Seller:	
              _________________________________________________

            


    

    


    _________________________________________________

    


    _________________________________________________

    


    


    
      	
            	Buyer:	
              _________________________________________________

            


    

    


    _________________________________________________

    


    _________________________________________________

    


    


    Escrow
      Agent: Chicago Title Insurance Company

    Attn:
      _________________

    Two
      Gateway Center - 630 Stanwix Street - 19th
      Floor

    Pittsburgh
      PA 15222-1402

    


    
      	
              10.

            	
              Governing
                Law: This Escrow Agreement shall be governed and construed in accordance
                with the laws of the Commonwealth of
                Pennsylvania.

            


    

    


    In
      witness whereof, the parties have executed this Escrow Agreement as of the
      date
      first written above.

    


    Seller

    ___________________________________

    


    Buyer

    ___________________________________

    


    Escrow
      Agent

    ___________________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      P-1

    System
      Marks

    
      	1)	
              Horizon
                Casino

            


    

    


     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      P-2

    Licensed
      Marks

    


    
      	1.	
              Horizon
                Casino

            


    

    


     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      Q

    Purpose
      of Marks

    


    Operation
      of hotel and casino.

     

     

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      R

    Excluded
      Software

    None.

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      S

    Historic
      Operating Agreements

    See
      2003-2006 Audited Financial Statements and 2007 Un-Audited Financial Statements
      (through August 31, 2007) posted in data room

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      T

    Reserved.

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      U

    Special
      Warranty Deed

     

    Prepared
      by:

    


    
 

    To
      the
      Chancery Clerk of Warren County, Mississippi: 

    The
      real
      property described herein is situated in the SW Quarter of Section 19, Township
      16N, Range 3E of Warren County, Mississippi.

    


    SPECIAL
      WARRANTY DEED

    


    Columbia
      Properties Vicksburg, LLC, a Mississippi limited liability company, (“Grantor”),
      whose address is c/o Columbia Sussex Corporation, 740 Centre View Boulevard,
      Crestview Hills, Kentucky 41017 for the consideration of TEN AND NO/100THS
      DOLLARS ($10.00), in hand paid, and other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged hereby sells, conveys
      and warrants specially to Nevada Gold Vicksburg, LLC, a ________ limited
      liability company, whose address is c/o
      Nevada Gold & Casinos, Inc., 3040 Post Oak Blvd., Suite 675, Houston, TX
      77056 the following:

    


    
      	 	
              All
                that property (the “Property”) as more fully 

            
	 	
              described
                on Exhibit A attached hereto and 

            
	 	
              incorporated
                herein by this reference, County 

            
	 	
              of
                Warren, State of Mississippi

            


    

    


    with
      all
      its appurtenances, together with all of Grantor’s right, title and interest in
      and to all rights, privileges and easements, if any, appurtenant thereto, and
      warrants title to the same against all persons claiming by, through or under
      Grantor, subject to those matters of record on the date hereof.

    


    Signed
      this _______ day of _______________, 2007.

    


    
      	 	 
	 	
              COLUMBIA
                PROPERTIES 

            
	 	
              VICKSBURG,
                LLC

            
	 	 
	 	 
	 	
              By:_____________________________

            
	 	
              William
                J. Yung, III, President

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      V-1

    Excluded
      Personal Property

    


    None.

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      V-2

    Bill
      of
      Sale Personal Property

    BILL
      OF SALE

     

     

    By
      this
      instrument, for good and valuable consideration, the receipt of which is hereby
      acknowledged, COLUMBIA
      PROPERTIES VICKSBURG, LLC,
      a
      Mississippi limited liability company (the “Seller”), does hereby grant, sell,
      transfer and deliver to NEVADA
      GOLD VICKSBURG, LLC,
      a
      Nevada limited liability company (the
      “Buyer”) the personal property described on Exhibit “A” attached hereto and made
      a part hereof (the “Property”). Seller warrants that Seller holds title to the
      Property, and that the grant, sale and transfer of the Property is made, free
      and clear of liens, encumbrances, security interests, charges and superior
      rights of ownership other than: (1) any liens or mortgages assumed or entered
      into by Buyer; or (2) any personal property or other taxes not yet delinquent.
      THIS GRANT, SALE AND TRANSFER IS OTHERWISE AS-IS, WHERE-IS, AND WITHOUT
      WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS
      FOR A PARTICULAR PURPOSE.

     

    Dated
      this ____ day of ___________, 2007.

     

     

    COLUMBIA
      PROPERTIES VICKSBURG, LLC

     

     

    By:       

    William
      J. Yung, III, Manager

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      W

    Assignment
      and Assumption of Operating Agreements/Lease

     

    ASSIGNMENT
      OF OPERATING AGREEMENTS

     

    THIS
      ASSIGNMENT OF OPERATING AGREEMENTS
      (the
“Assignment”) is made this ____ day of ______________, 2007 by and between
COLUMBIA
      PROPERTIES VICKSBURG, LLC,
      a
      Mississippi limited liability company (the “Assignor”) and NEVADA
      GOLD VICKSBURG, LLC,
      a
      Mississippi limited liability company (the “Assignee”).

     

    WHEREAS,
      Assignor and Assignee have entered into a certain Agreement of Sale dated as
      of
      _______________, assigned to Assignee (the “Agreement”) pursuant to which
      Assignor has agreed to sell, convey, transfer and assign to Assignee, and
      Assignee has agreed to purchase and acquire from Assignor all of Assignor’s
      right, title and interest in and to the Property. All capitalized terms not
      herein defined have the meaning assigned to them in the Agreement.

     

    WHEREAS,
      Assignor is also a party to the agreements (the “Operating Agreements”) set
      forth in Schedule
      1
      attached
      hereto and incorporated herein by this reference.

     

    WHEREAS,
      in
      accordance with the terms of the Agreement, Assignor desires to assign to
      Assignee all of Assignor’s right, title and interest in, to and under the
      Operating Agreement and Assignee desires to accept the same and to assume
      Assignor’s obligations thereunder.

     

    WHEREAS,
      Assignee has obtained, where necessary, the consents to the assignment of the
      Operating Agreements to Assignee from the other parties to the Operating
      Agreements and such other parties have released Assignor from any and all
      further liability under any or all of the Operating Agreements. (Attached hereto
      as Schedule
      2
      and
      incorporated herein by this reference are copies of the consents and releases
      obtained by Assignee for the benefit of Assignor).

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants, understandings,
      undertakings and representation hereinafter set forth, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Assignor and Assignee hereby covenant and agree that the recitals
      set forth above are true and accurate, and further covenant and agree as
      follows:

     

    1. Assignment
      of Operating Agreements and Assumption of Liabilities.
      Assignor does hereby grant, convey and assign to Assignee all of Assignor’s
      right, title and interest in, to and under the Operating Agreements with respect
      to periods after the date hereof and Assignee hereby accepts same. Assignee
      does
      hereby assume all of the obligations and liabilities of Assignor under the
      Operating Agreements arising after the date hereof (the “Assumed Duties”) and
      Assignee shall become bound by and perform each and every term of the Operating
      Agreements accruing after the date hereof as if the Operating Agreements had
      been made, executed and delivered by Assignee. Assignor warrants that, as of
      the
      date hereof: (i) it is a party to the assigned Operating Agreements; and (ii)
      the assigned Operating Agreements are not collaterally assigned by Assignor
      to
      any lender as security.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Governing
      Law/Construction.
      This
      Assignment shall be governed by the laws of the State of
      Mississippi.

     

    3. Binding
      on Successors.
      This
      Assignment shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns.

     

    4. Headings.
      The
      subject headings or captions of the paragraphs of this Assignment are included
      only for purposes of convenience and shall not affect the construction or
      interpretation of any provisions contained herein.

     

    5. Counterparts.
      This
      Assignment may be executed at different times and in multiple counterparts,
      each
      of which shall be deemed an original but all of which together shall constitute
      one and the same instant.

     

    IN
      WITNESS WHEREOF,
      Assignor and Assignee have executed this Assignment on the day and year first
      set forth above.

     

     

    
      	
              ASSIGNOR:

               

              COLUMBIA
                PROPERTIES VICKSBURG, LLC,
                

              a
                Mississippi limited liability company

               

               

              By:_____________________________

              William
                J. Yung, III, Manager

            	
              ASSIGNEE:

               

              NEVADA
                GOLD VICKSBURG, LLC,
                

              a
                Nevada limited liability company

               

              By:____________________________

              Name:__________________________

              Title:___________________________

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      X

    Assignment
      and Assumption of Reservations and Frequent Player Awards

     

    ASSIGNMENT
      OF RESERVATIONS, PROMOTIONAL LIABILITIES 

    AND
      FREQUENT PLAYER AWARDS

     

    


    THIS
      ASSIGNMENT OF RESERVATIONS, PROMOTIONAL LIABILITIES AND FREQUENT PLAYER AWARDS
      (the
      “Assignment”) is made this _______ day of ______________, 2007 by and between
COLUMBIA
      PROPERTIES VICKSBURG, LLC, a
      Mississippi limited liability company (“Assignor”) and NEVADA
      GOLD VICKSBURG, LLC, a
      Nevada
      limited liability company (the “Assignee”).

     

    RECITALS

     

    WHEREAS,
      Assignor and Assignee have entered a certain Agreement of Sale dated as of
      _____________________, assigned to Assignee (the “Agreement”) pursuant to which
      Assignor has agreed to sell, convey, transfer and assign to Assignee, and
      Assignee has agreed to purchase and acquire from Assignor all of Assignor’s
      right, title and interest in and to the Property. All capitalized terms not
      herein defined have the meaning assigned to them in the Agreement.

     

    WHEREAS,
      Assignor (i) has entered into various reservations for its hotel, gaming and
      banquet operations; (ii) has issued various promotional coupons promoting its
      hotel, casino, beverage and food operations; and (iii) has issued cash-back
      rewards to frequent customers (collectively the “Reservations and Promotions”)
      as set forth in Schedule 1 attached hereto and incorporated herein by this
      reference.

     

    WHEREAS,
      in
      accordance with the terms of the Agreement, Assignor desires to assign to
      Assignee all of Assignor’s right, title and interest in, to and under the
      Reservations and Promotions and Assignee desires to accept the same and to
      assume Assignor’s obligations thereunder.

     

    NOW,
      THERFORE,
      in
      consideration of the foregoing and the mutual covenants, understandings,
      undertakings and representation hereinafter set forth, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Assignor. and Assignee hereby covenant and agree that the recitals
      set forth above are true and accurate, and further covenant and agree as
      follows:

     

    6. Assignment
      of Reservations and Promotions and Assumption of Liabilities.
      Assignor does hereby grant, convey and assign to Assignee all of Assignor’s
      right, title and interest in, to and under the Reservations and Promotions
      and
      Assignee hereby accepts same. Assignee does hereby assume all of the obligations
      and liabilities of Assignor under the Reservations and Promotions arising before
      or after the date hereof (the “Assumed Duties”) and Assignee shall become bound
      by and perform each and every term of the Reservations and Promotions arising
      before or after the date hereof as if the Reservations and Promotions had been
      made, executed and delivered by Assignee. Assignor warrants that, as of the
      date
      hereof: (i) it is a party to the assigned Reservations and Promotions; and
      (ii)
      the assigned Reservations and Promotions are not collaterally assigned by
      Assignor to any lender as security.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Governing
      Law/Construction.
      This
      Assignment shall be governed by the laws of the State of
      Mississippi.

     

    8. Binding
      on Successors.
      This
      Assignment shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns.

     

    9. Headings.
      The
      subject headings or captions of the paragraphs of this Assignment are included
      only for the purposes of convenience and shall not affect the construction
      or
      interpretation of any provisions contained herein.

     

    10. Counterparts.
      This
      Assignment may be executed at different times and in multiple counterparts,
      each
      of which shall be deemed an original but all of which together shall constitute
      one and the same instant.

     

    IN
      WITNESS WHEREOF,
      Assignor and Assignee have executed this Assignment on the day and year first
      set forth above.

     

    
      	
              ASSIGNOR:

               

              COLUMBIA
                PROPERTIES VICKSBURG, LLC,
                

              a
                Mississippi limited liability company

               

               

              
                By:_____________________________

              

              William
                J. Yung, III, Manager

            	
              ASSIGNEE:

               

              NEVADA
                GOLD VICKSBURG, LLC,
                

              a
                Mississippi limited liability company

               

              
                By:____________________________

                Name:__________________________

                Title:___________________________

              

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Y

    Assignment
      and Assumption of Master Agreement and Release/Replacement Guaranty

     

    ASSIGNMENT
      AND ASSUMPTION OF MASTER AGREEMENT OF

    PURCHASE
      AND SALE AND RELEASE 

    


    This
      Assignment and Assumption of Master Purchase and Sale Agreement and Release
      is
      made by and among the City of Vicksburg, Mississippi (“City”), Columbia
      Properties of Vicksburg, LLC, a Mississippi limited liability company (“Columbia
      Properties”) Nevada Gold Vicksburg, LLC, a Mississippi limited liability company
      (“NG”).

    


    Statement
      of Fact

     

    ARTICLE
      XVI.City
      is
      the seller of certain real property, and holder of rights therein pursuant
      to
      that certain Amended and Restated Master Purchase and Sale Agreement between
      the
      City and Columbia Properties dated October 24, 2003, as amended by a First
      Amendment to Amended and Restated Master Purchase and Sale Agreement dated
      November __, 2007 (the “Master Agreement”).

     

    ARTICLE
      XVII.Columbia
      Properties and NG are parties to an Agreement of Sale dated ____________, 2007
      (the “Purchase Agreement”) pursuant to which NG agreed to purchase Vicksburg
      Hotel & Casino (the “Casino”). The Purchase Agreement contemplates the
      assignment and assumption of the Master Agreement, and the release of Columbia
      Properties and Columbia Sussex Corporation, a Kentucky corporation (“CSC”) from
      liability under the Master Agreement.

     

    ARTICLE
      XVIII.City
      is
      willing to accept the assumption of the Master Agreement by Columbia Properties
      and guaranty of the Master Agreement by NG and to release Columbia Properties
      and CSC from liability under the Master Agreement.

     

    Agreement

     

    For
      $1.00
      and other good and valuable consideration, the receipt and sufficiency of which
      are acknowledged, the parties agree, effective upon the recording of a deed
      conveying the Casino from Columbia Properties to NG and (the “Effective Date”)
      as follows:

    ARTICLE
      XIX.Columbia
      Properties assigns all of its right, title and interest in and to the Master
      Agreement to NG.

     

    ARTICLE
      XX.City
      recognizes NG as Buyer under the Master Agreement intending to effect a novation
      of NG for Columbia Properties thereunder.

     

    3. NG
      assumes and agrees to perform each and every obligation of Columbia Properties
      under the Master Agreement for the City. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      XXI.4. City
      absolutely and unconditionally releases Columbia Properties and CSC from
      liability under or with respect to the Master Agreement.

     

    ARTICLE
      XXII.Article
      24.09 of the Master Agreement is amended to reflect the following notice address
      for NG:

     

    ARTICLE
      XXIII.__________________________

     

    ARTICLE
      XXIV.__________________________

     

    Neither
      City, nor any person examining title to the Property, need inquire into the
      Purchase Agreement, and each shall be entitled to rely upon the recording of
      a
      deed conveying the Casino from Columbia Properties to NG to conclusively
      establish the Effective Date. This agreement may be recorded in the Official
      Records of Warren County, Mississippi only following the Effective Date. Any
      recording of this agreement in such Records prior to the Effective Date shall
      render this agreement void ab initio at the election of any party other than
      the
      party who cause such recording.

    ARTICLE
      XXV.Executed
      by each party on the date indicated below.

     

    
      	 	
              CITY:

            
	 	
              CITY
                OF VICKSBURG, MISSISSIPPI 

            
	 	 	 
	 	 	 
	 	
              By:

            	
              ________________________

            
	 	 	
              Lawrence
                E. Leyens, Mayor

            
	 	
              Date:

            	
              ________________________,
                2008

            
	 	 	 
	 	 	 
	 	
              NG:

            
	 	
              NEVADA
                GOLD VICKSBURG, LLC 

            
	 	 	 
	 	 	 
	 	
              By:

            	
              ________________________

            
	 	
              Its:

            	
              ________________________

            
	 	
              Date:

            	
              ________________________,
                2008

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              COLUMBIA
                PROPERTIES:

            
	 	
              COLUMBIA
                PROPERTIES VICKSBURG, LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	
              ________________________

            
	 	
               

            	
              William
                J. Yung, III, President

            
	 	
              Date:

            	
              _______________________,
                2008

            
	 	 	 
	 	 	 
	 	 	 
	 	
              CSC:

            
	 	
              COLUMBIA
                SUSSEX CORPORATION

            
	 	 	 
	 	 	 
	 	
              By:

            	
              ________________________

            
	 	
               

            	
              William
                J. Yung, III, President

            
	 	
              Date:

            	
              _______________________,
                2008

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      Z

    Non-Foreign
      Affidavit

     

    FIRPTA
      AFFIDAVIT

    


    STATE
      OF
      KENTUCKY  )

                                                 
      )
      SS:

    COUNTY
      OF
      KENTON   ) 

    


     

    The
      Affiant, William J. Yung, III, Manager of Columbia Properties Vicksburg, LLC
      a
      Mississippi limited liability company, (the “Company”) whose address is 740
      Centre View Boulevard, Crestview Hills, KY 41017 being first duly cautioned
      and
      sworn, deposes and says that to Affiant's knowledge:

    


    1. That
      the
      Company is the owner of the
      Vicksburg Horizon Casino and Hotel located at 1310 Mulberry Street, Vicksburg,
      MS 39180 (the
      "Property").

     

    2. That
      the
      Company is not a foreign company, foreign partnership, foreign trust, or foreign
      estate, as those terms are defined in the Internal Revenue Code and Income
      Tax
      Regulations. The Company’s tax identification number is 38-3680199.
      It is
      understood that this information may be disclosed to the Internal Revenue
      Service.

    


    
      	 	
              Affiant:

            
	 	
              COLUMBIA
                PROPERTIES VICKSBURG, LLC,

            
	 	
              a
                Mississippi limited liability company

            
	 	 
	 	 
	 	
              By:______________________________________

            
	 	
              William
                J. Yung, III, Manager

            


    

     

    Sworn
      to
      and subscribed before me this _
      day
      of
      _________________, 2007.

     

    
      	 	____________________________________
	 	
              Notary
                Public

            
	 	
              My
                commission
                expires:_______________________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      AA

    Reserved.

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      BB

    FCC
      License Assignment

     

    BILL
      OF SALE

    AND

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

     

    THIS
      BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
      (the
“Bill of Sale”) is made this _____ day of ________________, 2007 by and between
COLUMBIA
      PROPERTIES VICKSBURG, LLC,
      a
      Mississippi limited liability company (the “Seller”), and NEVADA
      GOLD VICKSBURG, LLC, a
      Mississippi limited liability company (the “Buyer”).

     

    RECITALS

     

    WHEREAS,
      Seller
      and Buyer have entered into a certain Agreement of Sale dated as of
      __________________, 2007, assigned to Buyer (the “Agreement”), pursuant to which
      Seller has agreed to sell, convey, transfer and assign to Buyer, and Buyer
      has
      agreed to purchase and acquire from Seller, all of Seller’s right, title and
      interest in and to the Property, including the FCC License listed on
Exhibit
      A
      hereto
      (“FCC License”). All capitalized terms not herein defined have the meaning
      assigned to them in the Agreement.

     

    WHEREAS,
      in
      accordance with the terms of the Agreement, Buyer has agreed to assume all
      liabilities and obligations under the FCC License.

     

    AGREEMENT

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants, understandings,
      undertakings and representation hereinafter set forth, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Seller and Buyer hereby covenant and agree that the recitals
      set
      forth above are true and accurate, and further covenant and agree as
      follows:

     

    11. Sale
      and Assignment of FCC License.
      Seller
      hereby irrevocably and unconditionally grants, sells, conveys, assigns,
      transfers, delivers, sets over to and vests in Buyer, its successors and
      assigns, all of Seller’s right, title and interest, legal and equitable in, to
      and under the FCC License.

     

    12. Assumption
      of Rights and Liabilities.
      Buyer
      hereby accepts all of the right, title and interest of Seller in, to and under
      the FCC License. Buyer hereby assumes and agrees to discharge or perform, as
      appropriate, all obligations under, and pursuant to the terms of the FCC
      License.

     

    13. Third
      Party Notice.
      Nothing
      in this Bill of Sale shall be construed as an attempt or an agreement to assign
      or cause the assignment of any license or agreement which is nonassignable
      without the consent of, or notice to, the other party or parties thereto or
      any
      regulatory agency unless and until such consent or notice, as the case may
      be,
      shall have been given. Buyer hereby agrees and acknowledges that it is the
      responsibility of Buyer to advise the FCC of the assignment of the FCC License
      described herein and to perform all acts necessary to assign, secure consent
      to
      the assignment of, register and maintain the FCC License in good standing with
      the FCC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14. Governing
      Law/Construction.
      This
      Bill of Sale shall be governed by the laws of the State of
      Mississippi.

     

    15. Binding
      on Successors.
      This
      Bill of Sale shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns.

     

    16. Headings.
      The
      subject headings or caption of the paragraphs of this Bill of Sale are included
      only for the purposes of convenience and shall not affect the construction
      or
      interpretation of any provisions contained herein.

     

    17. Counterparts.
      This
      Bill of Sale may be executed at different times and in multiple counterparts,
      each of which shall be deemed an original but all of which together shall
      constitute one and the same instant.

     

    [Remainder
      of page intentionally left blank. Signature page follows.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Seller
      and Buyer have executed this Bill of Sale on the day and year first set forth
      above.

     

    
      	
              SELLER:

               

              COLUMBIA
                PROPERTIES VICKSBURG, LLC,
                

              a
                Mississippi limited liability company

               

               

              
                By:_____________________________
William
                J. Yung, III, Manager

            	
              BUYER:

               

              NEVADA
                GOLD VICKSBURG, LLC,
                

              a
                Nevada limited liability company

               

              
                
                  By:____________________________

                  Name:__________________________

                  Title:___________________________

                

              

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FCC
      LICENSE

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      CC

     

    Reserved.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      DD

    Assignment
      and Assumption of Agreement and Release

     

    ASSIGNMENT
      AND ASSUMPTION OF AGREEMENT AND RELEASE

     

    


    THIS
      ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND RELEASE
      is made
      this _____ day of ______________, 2007 by and among THE
      KANSAS CITY SOUTHERN RAILWAY COMPANY,
      as
      successor in interest to MidSouth Rail Corporation (“Railroad”), COLUMBIA
      PROPERTIES VICKSBURG, LLC,
      a
      Mississippi limited liability company (“Columbia Properties”), and NEVADA
      GOLD VICKSBURG, LLC, a
      Mississippi limited liability company (“Nevada”).

     

    Statement
      of Fact

     

    1. Railroad
      and Horizon Casino and Hotel are parties to a certain agreement dated June
      21,
      1993 whereby the Railroad granted Columbia Properties’ predecessor-in-interest
      the right to construct and maintain improvements in Air Space, as therein
      defined and to a Pipeline Crossing Contract dated October 22, 2003, whereby
      the
      Railroad granted Columbia Properties’ predecessor-in-interest a license to
      maintain, operate, and use certain utilities below the surface (the
“Agreements”).

     

    2. Columbia
      Properties and Nevada are parties to an Agreement of Sale dated ________________
      (the “Purchase Agreement”) pursuant to which Columbia Properties purchased
      Horizon Casino and Hotel (the “Casino”). The Purchase Agreement contemplates the
      assignment and assumption of the Agreements and the release of Columbia
      Properties from liability under the Agreements.

     

    3. Railroad
      is willing to accept the assumption and guaranty of the Master Agreement by
      __________ and to release __________from liability under the
      Agreements.

     

    Agreement

     

    For
      $1.00
      and other good and valuable consideration, the receipt and sufficiency of which
      are acknowledged, the parties agree, effective upon the recording of a deed
      conveying the Casino from Columbia Properties to Nevada (the “Effective Date”)
      as follows:

     

    4. Columbia
      Properties assigns all of its right, title and interest in and to the Agreement
      to Nevada. Nevada and Railroad agree that the payments due under the Agreements
      have been paid. Nevada Gold Vicksburg, LLC is liable for the
      performance.

     

    5. Railroad
      recognizes Nevada as successor to Horizon Casino and Hotel under the Agreements
      intending to effect a novation of Columbia Properties for __________
      thereunder.

     

    6. Nevada
      assumes and agrees to perform each and every obligation of ____________ under
      the Agreements for the Railroad.

     

    7. Railroad
      absolutely and unconditionally releases Columbia Properties from liability
      under
      or with respect to the Agreements.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. To
      the
      best of Railroad’s knowledge as of the date of execution hereof:

     

    
      	 	
              (a)

            	
              A
                true and complete copy of each of the Agreements is attached hereto
                as
                Exhibit A; and

            


    

     

    
      	 	
              (b)

            	
              No
                dispute is outstanding between the parties under the
                Agreements.

            


    

     

    9. The
      Agreements are amended to reflect the following notice address for Nevada Gold
      Vicksburg, LLC:

     

    
      	
              _______________________

              _______________________

            


    

     

    10. The
      Agreements are amended to reflect the following notice address for the
      Railroad:

     

    
      	
              427
                West 12 Street

              Kansas
                City, Missouri 64105

              Attention:
                Glen Ebeling

               

            


    

    11. If
      the
      Effective Date does not occur on or before _____________, this agreement shall
      not be binding on Railroad. Neither Railroad, nor any person examining title
      to
      the Property, need inquire into the Purchase Agreement, and each shall be
      entitled to rely upon the recording of a deed conveying the Casino from Columbia
      Properties Vicksburg, LLC to Nevada Gold, LLC conclusively establish the
      Effective Date. Nevada agrees to provide Railroad with prompt written notice
      of
      the recording of such deed. This agreement may be recorded in the Official
      Records of Warren County, Mississippi only following the Effective Date. Any
      recording of this agreement in such Records prior to the Effective Date shall
      render this agreement void ab
      initio
      at the
      election of any party other than the party who caused such
      recording.

     

    [Remainder
      of page intentionally left blank. Signature page follows.]

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXECUTED
      this
      _____ day of _________, 2007.

     

    


    
      	
              RAILROAD:

               

              THE
                KANSAS CITY SOUTHERN RAILWAY COMPANY

               

               

              By:_________________________________

              Its:_________________________________

            	
              NEVADA:

               

              NEVADA
                GOLD VICKSBURG, LLC

               

               

              
                By:_________________________________

                Its:_________________________________

              

            
	 	 


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      EE

    Update
      of
      Warranties and Representations

     

    CERTIFICATE
      CONCERNING REPRESENTATIONS AND WARRANTIES

     

    Reference
      is made to that certain Agreement of Sale by and among Nevada Gold Vicksburg,
      LLC and Columbia Properties Vicksburg, LLC dated ______________(the
“Agreement”). By the execution hereof, the undersigned certifies that all of the
      representations and warranties given by it in the Agreement remain true and
      accurate as of the date stated in the Agreement, or are modified as noted in
      Exhibit A hereto:

    
 

    
      	 	
              COLUMBIA
                PROPERTIES VICKSBURG, LLC

            
	 	 
	 	 
	 	
              By:_______________________________________

            
	 	
              William
                J. Yung, III, Manager

            
	 	 
	 	
              Date:_________,
                2007

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    There
      are
      no changes to the representations and warranties of the undersigned in the
      Agreement, except to add thereto the following:

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      FF

    Replacement
      Guaranty

     

    REPLACEMENT
      GUARANTY

    


    As
      an
      inducement to the Mayor and Aldermen of the City of Vicksburg, Mississippi
      to
      consent to Assignment of the Amended and Restated Master Agreement of Purchase
      and Sale between the City and Columbia Properties Vicksburg, LLC, as amended
      (“Agreement”) to Nevada Gold Casinos, Inc. (“NG”), the undersigned hereby
      unconditionally guarantees that all of NG’s obligations under the Agreement,
      including any amendment thereto whenever made, will be punctually paid and
      performed.

    Upon
      default by NG, the undersigned will immediately make each payment and perform
      each obligation required of NG under the Agreement, without the City having
      to
      first proceed against NG.

    The
      guarantor hereby irrevocably submits to the exclusive jurisdiction of the courts
      of the state of Mississippi in respect to any legal proceedings in connection
      with this Guaranty. This Guaranty shall be governed by the laws of the State
      of
      Mississippi.

    Should
      any one or more provisions of this Guaranty be determined to be illegal or
      unenforceable, all other provisions shall, to the maximum extent possible,
      remain effective. 

    IN
      WITNESS WHEREOF, the undersigned has signed this Guaranty as of the date of
      the
      Agreement.

    


    
      	
              Witness:

            	
              Guarantor:

            
	 	
              Nevada
                Gold Casinos, Inc.

            
	
              _____________________________

            	
              By:____________________________

            
	 	
              Its:____________________________

            
	 	
              Printed
                Name:____________________

            


    

     

    .


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      GG

    Reserved.

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      HH

    Transfer
      of Guest Items

     

    CERTIFICATE
      REGARDING GUEST SAFE DEPOSIT BOXES

    


    The
      undersigned, as General Manager of Horizon Casino and Hotel certifies to Nevada
      Gold Vicksburg, LLC that, on this date, there are no contents in any of the
      safe
      deposit boxes at Horizon Casino and Hotel.

    


     

    _______________________________

    Tim
      Perkins, General Manager

     

    _______________________________

    Date       

    


    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      II

    Guest’s
      Baggage Inventory Certification

     

    GUESTS’
      BAGGAGE

     

    INVENTORY
      CERTIFICATION

     

    


     

    COLUMBIA
      PROPERTIES VICKSBURG, LLC,
      a
      Mississippi limited liability company (the “Seller”), and NEVADA
      GOLD VICKSBURG, LLC, a
      Mississippi limited liability company (the “Buyer”), hereby certify as
      follows:

     

    1. Seller
      and Buyer are parties to a certain Agreement of Sale dated as of
      ________________, 2007 (the “Agreement”) assigned to Buyer, pursuant to which
      Seller agreed to sell, convey, transfer and assign to Buyer, all of Seller’s
      right, title and interest in the Property. All capitalized terms not defined
      herein have the meaning assigned to them in the Agreement.

     

    2. Section
      5.07 of the Agreement requires Buyer and Seller to make a complete inventory
      of
      (a) all baggage, suitcases, luggage, valises and trunks and other property
      of
      hotel guests checked or left in the care of Seller as of the Closing Date;
      and
      (b) the contents of the baggage storage room as of the Closing Date, but
      excluding all luggage or other property of guests retained by Seller as Security
      for unpaid accounts receivable (collectively, “Guests’ Baggage”).

     

    Attached
      hereto as Exhibit “A” is a true and complete copy of the inventory of the
      Guests’ Baggage required to be completed by Buyer and Seller as of the Closing
      Date.

     

    Dated
      this ________ day of _____________, 2007.

     

    


     

    
      	
              SELLER:

               

              COLUMBIA
                PROPERTIES VICKSBURG, LLC,
                

              a
                Mississippi limited liability company

               

               

               

              By:_______________________________

              William
                J. Yung, III, Manager

            	
              BUYER:

               

              NEVADA
                GOLD VICKSBURG, LLC,
                

              a
                Mississippi limited liability company

               

               

              
                
                  By:____________________________

                  Name:__________________________

                  Title:___________________________

                

              

            


    

     

     

    EXHIBIT
      A

     

    INVENTORY
      OF GUESTS’ BAGGAGE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      JJ

    Seller’s
      Affidavit

    The
      undersigned, _________________ being duly sworn according to law, deposes and
      says as follows:

     

    
      	 	
              1.

            	
              That
                Affiant is the ___________of _________________, a(n) _______ (the
                “Company/Corporation”), and has personal knowledge of the facts that are
                sworn to in this affidavit, and is fully authorized and qualified
                to make
                this affidavit.

            


    

     

    
      	 	
              2.

            	
              That
                the Company/Corporation is the owner of the real estate known as
                ________________________. _________, ___________ County, Mississippi
                as
                described in Exhibit "A" attached hereto by virtue of deed recorded
                in
                Official Record Book ____, Page ____ of the __________ County, Ohio
                Records (the "Real Estate") and as further described in that certain
                Chicago Title Insurance Company Commitment No. 097010-01____ (the
                "Commitment").

            


    

    


    
      	 	
              3.

            	
              There
                are no unpaid charges for taxes, water and/or sewer services or unpaid
                special assessments for items such as improvements for sidewalks,
                curbs,
                gutters, sewers, etc., not shown as existing liens in the public
                records.
                No unpaid real estate taxes or assessments affecting the Property
                except
                as shown in the Commitment.

            


    

     

    
      	 	
              4.

            	
              That
                the Articles of Organization/Incorporation are in full force and
                effect
                and no proceedings are pending for its dissolution. All licenses
                and
                franchise taxes due and payable by said Company will have been paid
                in
                full.

            


    

     

    
      	 	
              5.

            	
              That
                there are no unrecorded tenancies, leases or other occupancies on
                the Real
                Estate and that no other person has possession of or any right to
                possession, of the Real Estate or any interest therein, except
                _____________________. 

            


    

     

    
      	 	
              6.

            	
              That
                there are no unrecorded easements or claims of easement; no disputes,
                discrepancies or encroachments affecting a setback or boundary line;
                and
                no contracts, options or rights to purchase other than in the transaction
                for which this affidavit is given.

            


    

     

    
      	 	
              7.

            	
              That
                there are no unrecorded judgments, liens, mortgages or other claims
                against the Real Estate.

            


    

     

    
      	 	 
	
              Sworn
                to before me and subscribed in my presence this ____ day of ___________,
                2007.

            


    

    
       

      
        	 	____________________________________
	 	
                Notary
                  Public

              
	 	
                My
                  commission
                  expires:_______________________________

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      “A”