THIS FORM HAS IMPORTANT LEGAL  CONSEQUENCES  AND THE PARTIES SHOULD CONSULT
LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                                   COMMERCIAL
                      CONTRACT TO BUY AND SELL REAL ESTATE



                               February 6 , 1998
                        --------------------------------


1.  PARTIES  AND  PROPERTY.   J.D.  CARELLI  ,  buyer(s)   [Buyer],   (as  joint
tenants/tenants  in  common)  agrees  to  buy,  and  the  undersigned  seller(s)
[Seller], agrees to sell,on the terms and conditions set forth in this contract,
the following described real estate in the County of Gilpin , Colorado, to wit:

Lots Six, Seven, Eighteen,  Nineteen,  Twenty, Twenty-one, and part of Lot Eight
and  Part  of  Dostal  Alley,  in  Block  Three  in the  City of  Central,  more
particularly described as follows:

Beginning at the Southwest  corner of Lot Eighteen in said Block Three,  a spike
nail  driven  at the end and in the  center of a stone  wall,  which is a mutual
boundary  between Lots 17 and 18 in said Block 3, whence the Southwest corner of
the  building  upon said Lot 18 bears No.  8'5'54"  E., a distance of 2.95 feet;
thence N. 8'5'54" E., a distance of 20.74 feet;  thence N. 02'28' E., a distance
of 21.05 feet;  thence N. 00'48'W.,  a distance of 37.51 feet to the center of a
mutual wall; thence along said mutual wall N. 88'18'E., a distance of 62.58 feet
to the West edge of a wall which parallels the East side of Dostal Alley; thence
S. 1'30'E.,  a distance of 23.00 feet to the south edge of a stone wall;  thence
along  said  South edge of stone wall S.  63'45'E.,  a distance  of 66.00  feet;
thence S. 29'51'W.,  a distance of 50.00 feet; thence N. 60'09'W., a distance of
29.12  feet;  thence  N.  89'45'W.,  a  distance  of 75.63  feet to the point of
beginning.

known as No. 120 Main Street, Central City, Colorado 80427 , Street Address City
State Zip  together  with all  interest of Seller in vacated  streets and alleys
adjacent  thereto,   all  easements  and  other   appurtenances   thereto,   all
improvements  thereon  and all  attached  fixtures  thereon,  except  as  herein
excluded (collectively the Property).

2. INCLUSIONS / EXCLUSIONS.  The purchase price includes the following items (a)
if attached to the  Property on the date of this  contract:  lighting,  heating,
plumbing,  ventilating,  and  air  conditioning  fixtures,  TV  antennas,  water
softeners,  smoke/fire/burglar alarms, security devices, inside telephone wiring
and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems,
built-in  kitchen  appliances,  sprinkler  systems and  controls;  (b) if on the
Property  whether  attached or not on the date of this contract:  storm windows,
storm doors, window and porch shades, awnings,  blinds,  screens,  curtain rods,
drapery rods, all keys and (c) All items pursuant to the attached  AGREEMENT FOR
PURCHASE AND SALE OF BUSINESS  ASSETS  executed  concurrent with this Contract .
The  above-described  included items (Inclusions) are to be conveyed to Buyer by
Seller by bill of sale at the  closing,  free and clear of all taxes,  liens and
encumbrances,  except as provided in Section 12. The following attached fixtures
are excluded from this sale: NONE

3.  PURCHASE  PRICE AND TERMS.  The  purchase  price shall be $  2,750,000.00  ,
payable in U.S.  dollars by Buyer as follows:  (Complete  the  applicable  terms
below.)

(a) EARNEST  MONEY. $ N/A in the form of N/A , as earnest money deposit and part
payment of the purchase price, payable to and held by N/A , broker, in its trust
account on behalf of both Seller and Buyer.  Broker is authorized to deliver the
earnest money deposit to the closing agent, if any, at or before closing.

The balance of $ 2,750,000.00  (purchase price less earnest money) shall be paid
as follows:

SEE SECTION 21, ADDITIONAL PROVISIONS

         (b) CASH AT CLOSING.  (OMITTED)
         (c) NEW LOAN.  (OMITTED)
         (d) ASSUMPTION.  (OMITTED)
         (e) SELLER OR PRIVATE THIRD-PARTY FINANCING.  (OMITTED)

4. FINANCING CONDITIONS AND OBLIGATIONS. (OMITTED)

5. APPRAISAL PROVISION. (OMITTED)

6. COST OF APPRAISAL. (OMITTED)

7. NOT  ASSIGNABLE.  This  contract  shall not be  assignable  by Buyer  without
Seller's prior written  consent.  Except as so  restricted,  this contract shall
inure to the benefit of and be binding upon the heirs, personal representatives,
successors and assigns of the parties.

8. EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's expense, either
a current  commitment for owner's title  insurance  policy in an amount equal to
the purchase price or at Seller's  choice,  an abstract of title  certified to a
current  date,  on or before  FEBRUARY  6,  1998  (Title  Deadline).  If a title
insurance  commitment is  furnished,  Buyer may require of Seller that copies of
instruments (or abstracts of  instruments)  listed in the schedule of exceptions
(Exceptions)  in the title  insurance  commitment  also be furnished to Buyer at
Seller's  expense.  This requirement  shall pertain only to instruments shown of
record  in the  office of the clerk and  recorder  of the  designated  county or
counties. The title insurance commitment,  together with any copies or abstracts
of  instruments  furnished  pursuant  to this  Section 8,  constitute  the title
documents (Title Documents). Buyer, or Buyer's designee, must request Seller, in
writing, to furnish copies or abstracts of instruments listed in the schedule of
exceptions no later than calendar days after Title Deadline. If Seller furnishes
a title  insurance  commitment,  Seller will pay the premium at closing and have
the title  insurance  policy  delivered  to Buyer as soon as  practicable  after
closing.

9. TITLE.

     (a) TITLE REVIEW. Buyer shall have the right to inspect the Title Documents
or abstract.  Written  notice by Buyer of  unmerchantability  of title or of any
other  unsatisfactory  title  condition shown by the Title Documents or abstract
shall be  signed  by or on  behalf  of Buyer  and given to Seller on or before 5
calendar  days after  Title  Deadline,  or within five (5)  calendar  days after
receipt  by  Buyer  of  any  Title  Document(s)  or  endorsement(s)  adding  new
Exception(s) to the title commitment  together with a copy of the Title Document
adding new  Exception(s)  to title. If Seller does not receive Buyer's notice by
the date(s)  specified above,  Buyer accepts the condition of title as disclosed
by the Title Documents as satisfactory.

     (b) MATTERS NOT SHOWN BY THE PUBLIC RECORDS. Seller shall deliver to Buyer,
on or before  the Title  Deadline  set forth in  Section  8, true  copies of all
lease(s) and  survey(s) in Seller's  possession  pertaining  to the Property and
shall disclose to Buyer all easements, liens or other title matters not shown by
the public  records of which Seller has actual  knowledge.  Buyer shall have the
right to inspect the Property to  determine if any third  party(s) has any right
in the Property not shown by the public records (such as an unrecorded easement,
unrecorded  lease,  or  boundary  line  discrepancy).   Written  notice  of  any
unsatisfactory  condition(s)  disclosed by Seller or revealed by such inspection
shall be  signed  by or on  behalf  of Buyer  and  given to  Seller on or before
FEBRUARY 11 , 19 98 . If Seller does not  receive  Buyer's  notice by said date,
Buyer accepts  title  subject to such rights,  if any, of third parties of which
Buyer has actual knowledge.

     (c) SPECIAL TAXING  DISTRICTS.  Special taxing  districts may be subject to
general  obligation  indebtedness  that is paid by revenues produced from annual
tax levies on the taxable  property  within such  districts.  Property owners in
such districts may be placed at risk for increased mill levies and excessive tax
burdens  to  support  the  servicing  of such  debt  where  circumstances  arise
resulting in the  inability of such a district to  discharge  such  indebtedness
without  such an increase in mill  levies.  buyer  should  investigate  the debt
financing requirements of the authorized general obligation indebtedness of such
districts,  existing mill levies of such district  servicing such  indebtedness,
and the potential for an increase in such mill levies.

     In the event the Property is located within a special  taxing  district and
Buyer desires to terminate this contract as a result, if written notice is given
to Seller on or before the date set forth in  subsection  9 (b),  this  contract
shall then  terminate.  If Seller  does not receive  Buyer's  notice by the date
specified  above,  Buyer accepts the effect of the Property's  inclusion in such
special taxing district(s) and waives the right to so terminate.

     (d) RIGHT TO CURE. If Seller receives notice of  unmerchantability of title
or any other  unsatisfactory title condition(s) as provided in subsection (a) or
(b) above,  Seller shall use  reasonable  effort to correct said  unsatisfactory
title condition(s) prior to the date of closing. If Seller fails to correct said
unsatisfactory  title  condition(s)  on or  before  the  date of  closing,  this
contract shall then terminate;  provided,  however, Buyer may, by written notice
received by Seller, on or before closing, waive objection to said unsatisfactory
title condition(s).

10.  INSPECTION.  Seller agrees to provide  Buyer on or before  FEBRUARY 6, 1998
with a written  enumeration of all material  defects of the Property to the best
of Seller's  current  actual  knowledge.  Buyer or any designee,  shall have the
right to have  inspection(s)  of the  physical  condition  of the  Property  and
Inclusions,  at  Buyer's  expense.  If  written  notice  of  any  unsatisfactory
condition,  signed by or on behalf of  Buyer,  is not  received  by Seller on or
before FEBRUARY 11 , 19 98 (Objection  Deadline),  the physical condition of the
Property and Inclusions  shall be deemed to be  satisfactory  to Buyer.  If such
notice is  received by Seller as set forth  above,  and if Buyer and Seller have
not agreed, in writing, to a settlement thereof on or before FEBRUARY 12 , 19 98
(Resolution  Deadline),  this  contract  shall  terminate  three  calendar  days
following the  Resolution  Deadline;  unless,  within the three  calendar  days,
Seller   receives   written   notice  from  Buyer   waiving   objection  to  any
unsatisfactory condition.  Buyer is responsible for and shall pay for any damage
which occurs to the Property and Inclusions as a result of such inspection.

11.  DATE OF CLOSING.  The date of closing  shall be FEBRUARY 13 , 19 98 , or by
mutual  agreement at an earlier date.  The hour and place of closing shall be as
designated by BUYER AT CLEAR CREEK-GILPIN COUNTY ABSTRACT CO ("Title Company") .

12.  TRANSFER  OF TITLE.  Subject to tender or  payment  at closing as  required
herein and  compliance  by Buyer  with the other  terms and  provisions  hereof,
Seller shall execute and deliver a good and sufficient  SPECIAL WARRANTY deed to
Buyer, on closing, conveying the Property free and clear of all taxes except the
general taxes for the year of closing,  and except ONLY THE EXISTING  FIRST DEED
OF TRUST,  FINANCING  STATEMENT  FILED IN CONNECTION  THEREWITH . Title shall be
conveyed  free and clear of all liens for special  improvements  installed as of
the date of  Buyer's  signature  hereon,  whether  assessed  or not;  except (i)
distribution   utility  easements  (including  cable  TV),  (ii)  those  matters
reflected by the Title Documents accepted by Buyer in accordance with subsection
9(a), (iii) those rights,  if any, of third parties in the Property not shown by
the public records in accordance  with  subsection  9(b),  (iv) inclusion of the
Property  within any special  taxing  district,  and (v) subject to building and
zoning regulations.

13. PAYMENT OF ENCUMBRANCES.  Any encumbrance  required to be paid shall be paid
at or before  closing  from the proceeds of this  transaction  or from any other
source.

14. CLOSING COSTS,  DOCUMENTS AND SERVICES.  Buyer and Seller shall pay, in Good
Funds, their respective closing costs and all other items required to be paid at
closing,  except as otherwise  provided herein.  Buyer and Seller shall sign and
complete all customary or required documents at or before closing. Fees for real
estate  closing  services shall not exceed $ 300.00 and shall be paid at closing
by 1/2 BY SELLER AND 1/2 BY BUYER.

The local  transfer tax of N/A % of the purchase  price shall be paid at closing
by N/A . Any sales and use tax that may accrue because of this transaction shall
be paid when due by N/A .

15.  PRORATIONS.  General taxes for the year of closing,  based on the taxes for
the calendar year immediately preceding closing, rents, water and sewer charges,
owner's  association dues, and interest on continuing  loan(s), if any, and ONLY
THOSE SERVICE CONTRACTS ASSUMED IN WRITING BY BUYER shall be prorated to date of
closing.

16.  POSSESSION.  Possession  of the  Property  shall be  delivered  to Buyer as
follows:  AT CLOSING subject to the following  lease(s) or tenancy(s):  NONE. If
Seller, after closing, fails to deliver possession on the date herein specified,
Seller  shall be subject to eviction and shall be  additionally  liable to Buyer
for payment of $ N/A per day from the date of agreed possession until possession
is delivered.

17.  CONDITION OF AND DAMAGE TO PROPERTY.  Except as otherwise  provided in this
contract,  the Property  and  Inclusions  shall be  delivered  in the  condition
existing as of the date of this contract,  ordinary wear and tear  excepted.  In
the event the Property  shall be damaged by fire or other casualty prior to time
of  closing,  in an amount of not more than ten  percent  of the total  purchase
price,  Seller shall be obligated to repair the same before the date of closing.
In the event such  damage is not  repaired  within  said time or if the  damages
exceed such sum, this contract may be terminated at the option of Buyer.  Should
Buyer  elect to carry out this  contract  despite  such  damage,  Buyer shall be
entitled to credit for all the insurance  proceeds resulting from such damage to
the Property and Inclusions,  not exceeding,  however, the total purchase price.
Should any  Inclusion(s)  or service(s)  fail or be damaged  between the date of
this contract and the date of closing or the date of possession, whichever shall
be earlier,  then Seller shall be liable for the repair or  replacement  of such
Inclusion(s) or service(s)  with a unit of similar size, age and quality,  or an
equivalent  credit,  less any insurance proceeds received by Buyer covering such
repair or replacement.

18. TIME OF ESSENCE / REMEDIES.  Time is of the essence  hereof.  If any note or
check received as earnest money  hereunder or any other payment due hereunder is
not paid, honored or tendered when due, or if any other obligation  hereunder is
not  performed  or waived  as  herein  provided,  there  shall be the  following
remedies:

     (a) IF BUYER IS IN DEFAULT:

     [Check only one box.]

     |X| (1) SPECIFIC  PERFORMANCE.  Seller may elect to treat this  contract as
cancelled,  in which case all  payments and things of value  received  hereunder
shall be forfeited and retained on behalf of Seller, and Seller may recover such
damages as may be proper, or Seller may elect to treat this contract as being in
full force and effect and Seller shall have the right to specific performance or
damages, or both.

     (2) LIQUIDATED DAMAGES. All payments and things of value received hereunder
shall be  forfeited  by Buyer and  retained on behalf of Seller and both parties
shall thereafter be released from all obligations  hereunder.  It is agreed that
such payments and things of value are LIQUIDATED DAMAGES and (except as provided
in  subsection  (c) are  SELLER'S  SOLE AND ONLY REMEDY for  Buyer's  failure to
perform the obligations of this contract.  Seller  expressly waives the remedies
of specific performance and additional damages.

     (b) IF SELLER IS IN DEFAULT:

     Buyer may elect to treat  this  contract  as  cancelled,  in which case all
payments and things of value received  hereunder shall be returned and Buyer may
recover such damages as may be proper, or Buyer may elect to treat this contract
as being in full  force and effect  and Buyer  shall have the right to  specific
performance or damages, or both.

     (c) COSTS AND EXPENSES. Anything to the contrary herein notwithstanding, in
the event of any  arbitration or litigation  arising out of this  contract,  the
arbitrator or court shall award to the prevailing party all reasonable costs and
expenses, including attorney fees.

19. EARNEST MONEY  DISPUTE.  Notwithstanding  any  termination of this contract,
Buyer and Seller  agree  that,  in the event of any  controversy  regarding  the
earnest money and things of value held by broker or closing agent, unless mutual
written  instructions are received by the holder of the earnest money and things
of value,  broker or closing  agent shall not be required to take any action but
may await any  proceeding,  or at  broker's or closing  agent's  option and sole
discretion, may interplead all parties and deposit any moneys or things of value
into a court of  competent  jurisdiction  and  shall  recover  court  costs  and
reasonable attorney fees.

20. ALTERNATIVE DISPUTE RESOLUTION;  MEDIATION.  If a dispute arises relating to
this contract,  and is not resolved,  the parties and broker(s) involved in such
dispute  (Disputants)  shall first proceed in good faith to submit the matter to
mediation.  The Disputants will jointly appoint an acceptable  mediator and will
share equally in the cost of such mediation.  In the event the entire dispute is
not resolved  within  thirty (30)  calendar  days from the date  written  notice
requesting  mediation is sent by one Disputant to the other(s),  the  mediation,
unless otherwise agreed, shall terminate.  This section shall not alter any date
in this contract, unless otherwise agreed.

21. ADDITIONAL PROVISIONS:  (The language of these additional provisions has not
been approved by the Colorado Real Estate Commission).

     A.  Buyer  agrees,  at  Closing,  subject  to the  terms,  conditions,  and
provisions of this Contract,  to have the Note Holder,  currently J.D.  Carelli,
execute and deliver to Seller a Covenant Not to Sue Seller (in the form attached
hereto as Exhibit A) on the existing Promissory Note and Deed of Trust dated May
31,  1991  ("Loan")  valued at the  outstanding  balance  of the  "Loan"  (which
principal  balance  as of the  date  of  this  Contract  is  agreed  upon  to be
$2,750,000.00) dated May 31, 1991, and recorded June 6, 1991 in Book 512 at Page
426 in the  Clerk  and  Recorder's  Office of the  County  of  Gilpin,  State of
Colorado, and to supply to Seller an appropriate release from personal liability
on the loan executed by Note Holder in the form attached hereto as Exhibit B.

     B. The  parties  agree that this  Contract  and the  Closing  is  expressly
conditional  upon  the  concurrent  closing  on the  attached  and  incorporated
Agreement for Purchase and Sale of Business Assets executed concurrent with this
Contract  between  Seller and Stage Stop Gaming  Hall,  Inc. The Date of Closing
under this  Contract,  Section 11, is subject to Seller's  extension of the same
pursuant to Section 6 of the Agreement for Purchase and Sale of Business Assets.

     C. Any notice  required  to be  supplied to Buyer shall also be supplied to
his attorney,  Kent Jay Levine,  Esq., address and telephone number noted below.
Any notice  required to be supplied to the Seller  shall also be supplied to its
attorney,

     D. This contract shall survive closing.

     E. Facsimile  signatures  shall be accepted as originals for the purpose of
acceptance and execution of this document.  If this document is accepted by both
Seller  and Buyer in  writing,  this  document  shall  become  effective  as the
Contract.

     F. THIS CONTRACT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF COLORADO.

     G.  Section 20 is amended by the  addition of the  following:  the Parties,
Disputants,  agree that any dispute between them, if not first resolved  through
mediation,  shall be submitted to binding arbitration.  The arbitration shall be
governed  by  Colorado  law  and,  absent  agreement  of the  parties,  shall be
conducted in accordance  with the Commercial  Arbitration  Rules of the American
Arbitration Association, and be held in the greater Denver Metropolitan area.

     H. Seller  shall  execute at closing  the IRS  Certificate  of  Non-Foreign
Status.

     I. To the extent  possible,  the Special  Warranty Deed to Purchaser  shall
reflect  any  exceptions  to  title,  solely  by  Recorded  Documents  of Record
specifying  the  same  by  Book  and  Page  or  Reception  Number  and  date  of
recordation.

     J. The Title  Insurance  Committment  and Policy,  pursuant to Section 8 of
this Contract shall be obtained from CLEAR CREEK-GILPIN  COUNTY ABSTRACT CO, and
shall contain  Extended  ALTA  endorsements,  deleting the Standard  pre-printed
Exceptions, excluding however the "survey" exception and any other exception the
title company will not delete without a current survey.  Seller agrees to assign
to Buyer its rights in any and all  surveys it has,  and  deliver to the same to
Buyer at or before Closing.

     K. This  Contract is expressly  conditional  upon the issuance of a Limited
Gaming License to Stage Stop Gaming Hall,  Inc. on or before  February 13, 1998,
which shall be at Buyer's sole cost and  responsibility.  This  Contract is also
conditional  upon Seller  obtaining at or before Closing consent or amendment to
any  obligations of Seller held by third parties to convey the Property to Buyer
free  of all  liens  excepting  the  First  Deed of  Trust  described  above  in
subsection 21 A.

     L. The parties  agree that the Seller and Buyer may close by "mail" so long
as all their  respective  documents  are received by the Title  Company no later
than one (1) Business Day prior to closing.

22 RECOMMENDATION OF LEGAL COUNSEL.  By signing this document,  Buyer and Seller
acknowledge  that the Selling  Company or the Listing  Company has advised  that
this  document  has  important  legal   consequences  and  has  recommended  the
examination of title and consultation with legal and tax or other counsel before
signing this contract.

23.  TERMINATION.  In the event this  contract is  terminated,  all payments and
things of value  received  hereunder  shall be returned and the parties shall be
relieved of all obligations hereunder, subject to Section 19.

24. SELLING  COMPANY BROKER  RELATIONSHIP.  The selling  broker,  XXXX , and its
salespersons  have  been  engaged  as  XXXX .  Selling  Company  has  previously
disclosed in writing to the Buyer that  different  relationships  are  available
which include buyer agency, seller agency, subagency, or transaction-broker.

25.  NOTICE TO BUYER.  Any notice to Buyer shall be effective  when  received by
Buyer, or, if this box is checked q when received by Selling Company.

26. NOTICE TO SELLER.  Any notice to Seller shall be effective  when received by
Seller or Listing Company.

27.  MODIFICATION  OF THIS CONTRACT.  No subsequent  modification  of any of the
terms of this contract shall be valid,  binding upon the parties, or enforceable
unless made in writing and signed by the parties.

28. ENTIRE AGREEMENT.  This contract constitutes the entire contract between the
parties  relating to the subject  hereof,  and any prior  agreements  pertaining
thereto,  whether  oral or written,  have been merged and  integrated  into this
contract.

29.  NOTICE OF  ACCEPTANCE;  COUNTERPARTS.  This  proposal  shall expire  unless
accepted  in writing,  by Buyer and Seller,  as  evidenced  by their  signatures
below,  and the offering party receives  notice of such  acceptance on or before
FEBRUARY , 1998 (Acceptance Deadline). If accepted, this document shall become a
contract  between  Seller and Buyer.  A copy of this document may be executed by
each party,  separately,  and when each party has executed a copy thereof,  such
copies taken together shall be deemed to be a full and complete contract between
the parties.


-------------------------------                 -------------------------------
Buyer     J.D. CARELLI                          Buyer


Date of Buyer's signature                       Date of Buyer's signature
FEB. 6, 1998                                    FEB. 6, 1998

Buyer's Address:  P.O. Box 74 , Central City, Colorado 80427


GOLD COIN, INCORPORATED


-------------------------------                  ------------------------------
Seller     by                                    Seller


Date of Seller's signature                       Date of Seller's signature
FEB. 6, 1998                                     FEB. 6, 19

Seller's Address
                 --------------------------------------------------------------

     The undersigned Broker(s) acknowledges receipt of the earnest money deposit
specified in Section 3, and Selling Company confirms its Broker  Relationship as
set forth in Section 24.


Selling Company          NONE


Listing Company          NONE