AGREEMENT FOR PURCHASE AND SALE OF BUSINESS ASSETS

     THIS  AGREEMENT,  is entered into and dated as of the 6 th day of February,
1998,  by and between  Stage Stop Gaming  Hall,  Inc.  ("Buyer"),  and Gold Coin
Incorporated, a Delaware corporation,  d/b/a Lady Luck Gold Coin Gambling Hall &
Saloon in Central City, Colorado ("Seller").

RECITALS:

     This  Agreement  is  made  with  reference  to  the  following   facts  and
objectives:

     (A) Seller,  owns certain assets associated with its business known as Lady
Luck Gold Coin Gambling  Hall & Saloon in Central  City,  Colorado,("Premises"),
(and is  hereinafter  referred  to as the  "Business")  and it desires to sell a
substantial  portion of such Assets to Buyer upon the terms and  conditions  set
forth in this Agreement.

     (B) Buyer  desires to  purchase  such  assets of Seller  upon the terms and
conditions set forth in this Agreement.

     (C) In addition to physical  assets,  Buyer  desires and Seller  desires to
terminate in favor of Buyer certain licenses,  permits, rights and other similar
assets so as to enable Buyer to operate a limited gaming casino at the Premises.

     (D) Seller is liable to Buyer pursuant to that certain  Promissory Note and
Deed of Trust dated May 31, 1991 ("Loan") assumed by Seller.  Buyer,  subject to
the terms, conditions,  and provisions of this Agreement agrees to have the Note
Holder,  currently J.D. Carelli, execute and deliver to Seller a covenant not to
sue Seller on the Loan.  Buyer shall also provide Seller an appropriate  release
from any  personal  liability  on the Loan  executed  by Note  Holder  in a form
reasonably satisfactory to the parties.

     (E)  Seller  for  the  mutual  promises  set  out  herein,  and as  further
consideration for and an inducement to Buyer to enter into this transaction, are
willing to undertake certain obligations as provided herein:


AGREEMENT:

     NOW, THEREFORE, in consideration of the recitals and the mutual agreements,
provisions,  and covenants herein contained,  the parties hereto hereby agree as
follows:

     1. Sale of Assets. Except as provided herein, Seller hereby sells, conveys,
assigns,  transfers,  and delivers to Buyer, the following described  properties
and assets, free and clear of all liens and encumbrances:

     1.1 Inventory  and Supplies.  All inventory and supplies of Seller shall be
transferred  to Buyer,  except as excluded on Schedule 2. Seller shall  maintain
the  inventory  level from the date of this  agreement and Closing in its normal
course  of  business.  Buyer  shall be  entitled  to have an  itemized  physical
inventory  be  taken by Buyer  and  Seller  as set  forth in  Section  9 of this
Agreement.

     1.2 Furniture, Equipment, and Machinery. All items of furniture, equipment,
machinery,  fixtures,  tools,  devices,  vehicles,  and other tangible  personal
property  shall be  described  on  Schedule  1.2  pursuant  to Section 9 of this
Agreement  which  shall  include,  but not be limited to the  tangible  personal
property located as of the date of this Agreement on the Premises ("Casino F,F &
E")  (collectively  "Fixed  Assets")  , except as  excluded  on  Schedule  2. At
closing,  Seller  shall issue its  warranty to Buyer that the Casino F,F & E, to
the  best  of  Seller's  knowledge,  is in good  working  condition,  except  as
disclosed in writing to Buyer on or before February 10, 1998. Seller agrees that
limited gaming devices shall be transferred to Buyer,  at no additional  cost or
expense to Buyer by one who holds a proper license to do so, e.g. IGT

     1.3  Surrender and Transfer of Licenses.  All right,  title and interest of
Seller in any  licenses it holds for and at the  Premises  for  limited  gaming,
liquor,  and the like to operate its Business shall be terminated,  surrendered,
or canceled along with all other obligations imposed by the applicable local and
Colorado governmental agencies concurrent with the Closing.

     1.4 Trade Name, Trademark, and Service Mark. All right, title, and interest
in  the  Trade  Name,  Trademark,  Service  Mark,  Registrations,   and  pending
Applications for Registration,  if any for "Gold Coin," and other similar names,
(the "Name"). Following Closing Seller shall amend its Articles of Incorporation
to a name dissimilar to the "Name" which shall be the property of Buyer.  Seller
shall release and waive any and all rights thereto and will not make use thereof
after Closing.

     1.5 Leases and Contracts.  All of Seller's right, title and interest in and
to the leases,  contracts,  purchase and sales  contracts,  and other agreements
listed on Schedule 1.5 attached  hereto,  true and correct copies of which shall
be delivered to Buyer by Seller.

     1.6 Other Assets;  Consent of Third  Parties.  If assignment or transfer of
any assets  shall  require the consent of any party  thereto  other than Seller,
this  Agreement  shall not  constitute an agreement to assign the same, and such
items shall not be  assigned  to nor assumed by Buyer if an actual or  attempted
assignment thereof would constitute a breach or default thereunder. Seller shall
use its reasonable efforts to obtain such consents,  to the extent required,  of
such other parties to such items. If any such consent cannot be obtained, Seller
will  cooperate in any reasonable  arrangement  designed to obtain for Buyer all
benefits and  privileges of the  applicable  item while  protecting  Seller from
continuing  liabilities or obligations  thereunder.  Seller's "Gold Coin" tokens
shall be  transferred  to Buyer,  for which  Buyer  agrees to assume  redemption
liability for all outstanding  "Gold Coin" tokens.  Buyer shall also receive all
furniture and equipment at Seller's office located in Golden  Colorado,  and its
warehouse/storage  facility in Colorado, such items are transferred in an AS IS,
WHERE IS CONDITION,  which Buyer shall cause to be removed from such location(s)
following Closing.  All books and records of Seller relating to the Assets shall
be  retained  by Seller  and shall  remain in its  physical  possession.  Buyer,
however, may reasonably inspect, copy, examine, and review all of said books and
records,  at the  Premises,  or within the  greater  Denver  metropolitan  area,
without restriction following the date hereof.

     1.7  Customer  Lists.  All lists of  customers  of Seller,  both active and
inactive, associated with its Business.

     1.8 Slot Club  Liability;  Payment  to Buyer at  Closing.  Buyer  agrees to
assume redemption liability for all outstanding "points" or script to members of
Seller's Mad Money Slot Club of the  Business.  Seller agrees to pay to Buyer at
Closing the sum of $12,000.00  due to replacement or repair of the carpet at the
Premises, Buyer agrees to accept the condition of the carpet.

     1.9 Leasehold Improvements. All improvements made to the Premises which are
not  otherwise  fixtures  or part of the real  estate  transferred  to the Buyer
pursuant to the terms of the attached  Commercial  Contract to Buy and Sell Real
Estate.

     2. Excluded Assets.  Except as otherwise  agreed,  Buyer shall not purchase
any of  Seller's  cash or those  assets  described  on  Schedule 2 and shall not
purchase  or assume any  contract or  agreement  other than those  described  on
Schedule 1.5.

     3.  Consideration  Payable  to Seller by  Buyer.  Subject  to the terms and
conditions  of this  Agreement,  and in reliance  upon the  representations  and
warranties  of  Seller  herein  contained,  and in  consideration  of the  sale,
conveyance,  assignment,  transfer and delivery by Seller of the Assets pursuant
to Section 1 hereof, Buyer agrees as follows:

<PAGE>
     3.1  Purchase  Price for the  Assets.  The  purchase  price for the  Assets
described  in  Section  1 and the  Real  Estate  as  described  in the  attached
concurrent  Contract  to Buy and Sell Real  Estate  for the  Premises  (120 Main
Street,  Central City,  Colorado  80427) shall be the agreement of Buyer to have
the Note Holder at Closing  execute a covenant not to sue Seller 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 Agreement and the concurrent  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 in a
form reasonably satisfactory to the parties.

     3.1A Earnest Money. (Omitted)

     3.1B Down Payment. (Omitted)

     3.1C Assumption of Debt. (Omitted)

     3.1D Balance and Terms. (Omitted)

     3.2 Assumption of Liabilities. From and after the Closing Date, Buyer shall
assume  and  agree to pay,  perform  and  discharge  the  obligations  of Seller
accruing  from and after the  Closing  Date only with  respect  to the lease and
other  contracts  described in Sections 1.5, and 1.6.  Buyer does not assume and
shall not be deemed to have assumed any other liability or obligation of Seller.

     3.3  Allocation  of  Purchase  Price.  The  parties  hereto  agree that the
Purchase Price shall be allocated to the Assets in accordance  with this section
after inventory pursuant to Section 9 of this Agreement and a written allocation
of the Purchase Price shall then be completed, and attached to this Agreement as
Schedule 3.3.

     The parties hereto  acknowledge that such  allocation,  when agreed upon in
writing between the parties, will represents the fair market value of the Assets
and shall be binding upon the parties hereto for federal and state tax purposes.
The parties  shall agree,  in writing,  on or before the  Deadline  Date on such
written  allocation  of  purchase  price,  as  a  condition  precedent  to  this
agreement.

     4. Ancillary Agreements.  The transaction  contemplated herein includes the
parties hereto  entering into certain  additional  agreements,  as enumerated in
this  Section 4, which shall be executed  and  delivered  simultaneous  with the
execution of this Agreement  (the  "Ancillary  Agreements").  All such Ancillary
Agreements shall be agreed to between Buyer and Seller, in writing, on or before
the "Deadline Date", as a condition precedent to this Agreement.

     4.1 Consulting Agreement. The parties agree that Seller shall, without cost
to Buyer,  familiarize and acquaint Buyer with all material  aspects of Seller's
Business  from the date of Closing and for thirty (30) working days from the day
of Closing.

     4.2 Non-Compete Agreement. (Omitted)

     4.3 Assumption and Assignment Agreement. The parties agree to enter into an
Assumption and Assignment  Agreement in  substantially  the form as set forth as
Schedule 4.3 ("Assumption and Assignment Agreement").

     4.4 Corporate Restrictions. (Omitted)

     5. Prior to Closing.

     5.1 Operation Of The Company Prior To Closing.  Seller hereby agrees,  from
the date of  execution of this  Agreement  to Closing,  to carry on its business
activities and operations diligently and in substantially the same manner as has
been  customary  in the past.  It is the  intent of both  parties  to have Buyer
acquire the assets and to minimize the time period  where the Premises  would be
closed or not open to the public.  Notwithstanding  the  foregoing,  the parties
recognize and agree that for a period immediately prior to Closing,  which shall
not exceed two (2) calendar days,  Seller will need to close its Business at the
Premises  to fulfill  its  obligations  to both the City and State  license  law
officials,  including  surrender or  termination  of its  respective  liquor and
limited  gaming   licenses  to  permit   issuance  of  like  licenses  to  Buyer
("Closure").

     5.2 Company  Premises And Assets.  Except as provided for in subsection 5.1
above, until Closing and possession is given to Buyer,  Seller agrees to operate
and maintain the Premises and the Assets in good working order and condition.

     5.3  Loss/Damage.  In the event there is any loss or damage to the Premises
or the Assets at any time prior to  Closing,  the risk of loss shall be upon the
Seller.  From Closing and  thereafter,  all risk of loss or damage shall be upon
Buyer.

     5.4 Deadline Date.  The parties agree whenever the term "Deadline  Date" is
utilized in this  Agreement,  that on or before  February 5, 1998,  shall be the
date and meaning of the term "Deadline Date".

     6. Closing.  Closing will take place at a time and date mutually  agreeable
to the parties,  but in no event later than February 13, 1998 ("Closing  Date"),
unless extended in writing by the parties hereto. Notwithstanding the foregoing,
in the event Seller is unable to obtain the  necessary  consents and releases to
permit  title to the  Assets to be  transferred  to Buyer  free and clear of all
liens,  Closing  shall be extended  by written  notice from Seller to Buyer to a
date certain acceptable to both parties, and if not previously tendered,  Seller
shall remit  interest due and payable to J.D.  Carelli  pursuant to the terms of
the Promissory Note. Any such extended Closing Date shall be not less than three
(3) calendar  days from the prior  Closing Date. If Closing does not occur on or
before March 13, 1998 this contract  shall  terminate,  and the parties shall be
relieved of all obligations hereunder

     7. Buyer's Obligations at Closing. At Closing, Buyer shall:

     7.1 Deliver Documents. Deliver to Seller, executed duplicate originals of:

     (A) Such other general  assignments or successor  agreements  regarding any
contract  or Assent,  such as the  business  telephone  number,  which  Buyer is
assuming and agreeing to pay.

     (B) Execute and deliver the  documents  set forth in Sections 3.1C and 3.2,
and any other documents required in this Agreement..

     (C) Corporate  authority of the Buyer to execute the  Agreement,  Contract,
and the Ancillary  Agreements and other documents  pursuant to the terms of this
Agreement.

     (D) Buyer shall deliver, pursuant to Section 3.1, the executed Covenant Not
to Sue Seller on the Promissory Note and Release of Seller from the Loan.

     8. Seller's and Shareholders'  Obligations at Closing.  At Closing,  Seller
and Shareholders shall:

     8.1 Deliver Documents. Deliver to Buyer, executed duplicate originals of:

     8.1A Such other general assignments or successor  agreements  regarding any
contract  or assent,  such as the  business  telephone  number,  which  Buyer is
assuming and agreeing to pay.

     8.1B Except as set forth in 8.1C, a General Warranty Bill of Sale conveying
to Buyer the Assets of the Business  pursuant to Section 1.2 of this  Agreement)
to be transferred pursuant to this Agreement, the form of the Bill of Sale shall
be mutually agreed upon by the parties. Such agreement as to form of the Bill of
Sale  shall be agreed  upon in  writing  between  the  parties  on or before the
Deadline Date.

     8.1C A General  Warranty Bill of Sale from a licensed limited gaming device
vendor for all of the gaming devices pursuant to Section 1.3. At closing, Seller
shall  issue  its  warranty  to Buyer  that the  Casino  F,F & E, to the best of
Seller's knowledge, is in good working condition, except as previously disclosed
in writing to Buyer  pursuant to  subsection  1.2 of this  Agreement.  All other
included  assets and items shall be  transferred  to Buyer in an AS IS, WHERE IS
CONDITION.  Seller agrees that limited  gaming  devices shall be  transferred to
Buyer,  at no  additional  cost or  expense  to Buyer by one who  holds a proper
license to do so, e.g. IGT

     8.1D  Termination,  surrender,  or  cancellation  of all  right,  title and
interest of Seller in any  licenses it holds for and at the Premises for limited
gaming,  liquor,  and the like to operate its Business along with fulfillment of
all other obligations imposed by the applicable local and Colorado  governmental
agencies concurrent with the Closing.

     8.1E  Transfer to Buyer all right,  title,  and interest in the Trade Name,
Trademark,   Service  Mark,   Registrations,   and  pending   Applications   for
Registration,  if any for "Gold Coin," and other  similar  names,  (the "Name").
Seller shall release and waive any and all rights  thereto and will not make use
thereof  after  Closing.  Following  Closing  Seller shall amend its Articles of
Incorporation  to a name dissimilar to the "Name" which shall be the property of
Buyer.

     8.1F  Evidence  that  Seller has paid or at Closing  will pay all taxes and
obligations, accrued as of the date of Closing, including but not limited to all
social security, withholding, head, sales, workman's compensation,  unemployment
insurance,  gaming  taxes and device fees (taxes  based on AGP and device  fees,
local and state) and income  taxes to all  applicable  taxing,  governmental  or
other authorities.

     8.2 Instruments of Conveyance.  Execute and deliver such assignments, bills
of  sale,  endorsements,  notices,  consents,  and  assurances  and  such  other
instruments  of  conveyance  and transfer as counsel for Buyer shall  reasonably
request and as shall be effective to vest in Buyer good and marketable  title to
all of the Assets. Simultaneously with such delivery, Seller shall take all such
steps as may be necessary to put Buyer in actual  possession  and control of the
Assets.  Seller  further  agrees that it will at any time, and from time to time
after the  Closing  Date,  upon the  reasonable  request  of Buyer  and  without
additional consideration, do, execute, acknowledge and deliver, or will cause to
be done,  executed,  acknowledged and delivered,  all such further acts,  deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
required  in  conformity   with  this   agreement  for  the  better   assigning,
transferring,  granting, conveying,  asserting and confirming to Buyer or to its
successors  and assigns,  or for aiding and assisting in collecting and reducing
to  possession,  any or all of the Assets or other  properties  sold,  conveyed,
assigned,  transferred and delivered at the Closing to Buyer as provided herein.
Both parties agree to execute any post closing documents  reasonably required of
the other party.

     8.3 Resolutions. Deliver a copy of the Resolution of the Board of Directors
and the Shareholders of Seller authorizing the transaction  contemplated by this
Agreement, certified by the Secretary or any Assistant Secretary of Seller.

     9. Settlement; Inventory. By mutual agreement of the parties, but not later
than the day before the Closing Date, Seller and Buyer shall jointly conduct and
complete  a  physical  count of all  included  assets to be  purchased  by Buyer
hereunder  ("Inventory Date").  Seller and Buyer shall jointly prepare a written
inventory  report which shall contain the  description and quantity of such item
and the value of each item of Inventory and other included assets.  As set forth
in this Agreement,  the value of the Inventory being purchased by Buyer, as thus
quantified  and  priced,  shall be included  in a written  settlement  statement
jointly  prepared  by Seller  and  Buyer,  which  shall  also set out the amount
attributed  toward the Purchase Price for such Inventory and Assets described in
Section 3 above.

     10. Representations, Warranties and Covenants of the Seller . Seller hereby
represents, warrants, and covenants to and with Buyer as follows:

     10.1  Organization,   Good  Standing  and  Corporate  Power.  Seller  is  a
corporation duly organized, validly existing and in good standing under the laws
of the state of Delaware  and has the  regulatory  and  corporate  power to own,
operate  and  lease  its  properties  and  carry on its  business  as now  being
conducted in Colorado.

     10.2 Corporate Authorization;  Binding Effect. The execution,  delivery and
performance of this Agreement by Seller has been duly authorized by the Board of
Directors and all of its Shareholders. This Agreement, the Ancillary Agreements,
and the consummation of the transactions  contemplated hereby have been duly and
validly  authorized by all necessary  corporate action on the part of Seller and
constitutes the legal,  valid and binding  obligations of Seller  enforceable in
accordance with their terms.

     10.3 No Conflict  With Other  Instruments  or  Agreements.  The  execution,
delivery and  performance  of this  Agreement  and the  Ancillary  Agreements by
Seller  will not result in a breach or  violation  of, or  constitute  a default
under Seller's  Articles of Incorporation or By-Laws,  or any agreement to which
Seller is a party or by which Seller is bound or to which any of its property is
subject and will not be in violation of any statute,  judgment,  order,  rule or
regulation of any court, or any federal,  state or other regulatory authority or
governmental body having jurisdiction over Seller in effect at the date hereof.

     10.4  No  Governmental   Authorization  Required.  No  consent,   approval,
authorization  or  order  of,  or  qualification  with,  any  court,  regulatory
authority or other  governmental body is required for the consummation by Seller
of the transactions contemplated by this Agreement.

     10.5 Licenses, Certificates Or Permits. Seller hereby warrants that any and
all licenses, certificates or permits necessary to continue the operation of the
Business  are  current and valid up to the time of Closure of the  Business  (as
defined in subsection 5.1 of this Agreement). Except as set forth in writing and
delivered to Buyer,  Seller hereby warrants that said licenses,  certificates or
permits have never been suspended or revoked and that there are no  proceedings,
in progress or threatened,  to suspend or revoke said licenses,  certificates or
permits,  except  where such  suspension  or  revocation  has not had a material
adverse affect on the Business.

     10.6 Title to  Assets,  Absence of Liens,  Condition  of Assets.  Except as
provided in this Agreement,  Seller has good and marketable title and ownership,
and will  transfer to Buyer  title to all of the  Assets,  free and clear of all
pledges,  liens,  defects,   leases,  licenses,   equities,   conditional  sales
contracts, charges, claims, security interests, restrictions, chattel mortgages.
The  Assets  are  sold to  Buyer  in the  condition  as  warranted  pursuant  to
subsection 8.1C of this Agreement. Seller does not know of any latent defects in
the Assets or the Premises.

     10.7  Assets.  There is no asset  used by  Seller in its  operation  of the
Business  (other  than those  Excluded  Assets  referred to in Schedule 2 above)
which is not transferred to Buyer pursuant to this Agreement.

     10.8 Compliance With Agreement.  Seller, to the best of Seller's knowledge,
is not in breach of, or in default under, any agreement,  contract or commitment
described in Section  1.5.  All such  contracts  and  agreements  are, and after
consummation of the transactions  contemplated  herein, will be legal, valid and
binding  obligations of the respective parties thereto,  to the best of Seller's
knowledge.

     10.9 Financial Statements. (Omitted)

     10.10 Conduct of Business Since . Since 1993,:

     10.10A  (Omitted) 10.10B (Omitted) 10.10C (Omitted) 10.10D (Omitted) 10.10E
(Omitted)

     10.10F  Seller  represents,   warrants  and  agrees  that  all  outstanding
liabilities  of Seller shall be paid in full on or before Closing and that Buyer
shall receive possession and control of the Assets and all other rights acquired
herein, free and clear of any encumbrances, excepting for Loan in favor of Buyer
and assumed by Seller which is the subject of the Covenant Not to Sue  described
in this  Agreement and the Contract to Buy and Sell Real Estate.  Seller further
warrants that it has paid and will pay all taxes and  obligations,  as they come
due,  including but not limited to all gaming taxes and device fees (taxes based
on AGP and device fees,  local and state) social  security,  withholding,  head,
sales workman's compensation,  unemployment insurance,  and income taxes to date
of Closing to all applicable taxing authorities.

     10.11  Absence  of  Undisclosed  Liabilities.  Except as and to the  extent
reflected in the Financial Statements or Schedule 10.10, Seller did not have, as
of the date of the  Financial  Statements,  and as of the Date of  Closing,  any
material  (individually or in the aggregate)  liabilities  (secured or unsecured
and whether accrued, absolute, direct, indirect, contingent or otherwise).

     10.12 Litigation.  Seller, to the best of Seller's  knowledge,  represents,
warrants and covenants that there are no claims,  legal actions or  governmental
investigations  threatened against Seller which, if adversely determined,  would
have a material  adverse  effect on the Assets or the  Business.  To the best of
Seller's  knowledge there are no orders,  decrees,  judgments or agreements with
any court or  governmental  authority  by which  Seller or the Assets are bound.
Seller does not have any knowledge of any facts or contemplated  event which, as
far as reasonably  can be foreseen,  may give rise to any claim,  action,  suit,
proceeding,  complaint,  investigation  or  inspection  which  could  materially
adversely affect the Assets.

     10.13 List of Contracts and Other Data.  Schedule  10.12 sets forth,  as of
the date of this Agreement, a listing of the following,  true and correct copies
of which have been furnished to Buyer:

     10.13A All existing  contracts  and  commitments  which are material to the
Business (including without limitation, mortgages, licenses, leases, indentures,
guaranty and  indemnification  agreements,  loan agreements,  dealer,  franchise
distribution  agreements,  advertising contracts,  patent, trademark and similar
licenses, and other agreements and contracts), whether written or oral, to which
Seller is a party,  relating to the Assets or the business operated by Seller at
the Business.

     10.13B  All  material  employment  and  consulting  agreements,   executive
compensation  plans, bonus plans,  deferred  compensation  agreements,  employee
pension plans, employee stock ownership plans or retirement plans, severance pay
plans,  employee profit sharing plans, thrift plans,  savings-plans,  group life
insurance,  hospitalization  insurance, or other plans or arrangements,  and all
union or labor  contracts,  whether written or oral,  providing for benefits for
employees of Seller at the Business.

     10.13C (Omitted.)

     10.14 Labor  Matters.  Seller is not a party to any  collective  bargaining
agreements  affecting  the Business.  On the date hereof,  there are no material
controversies pending or, to the knowledge of Seller or Shareholders, threatened
between Seller and any of its employees.

     10.15 Compliance with Laws. The Assets, Premises, and all assets subject to
leases  described in Schedule 1.5 are being used and  occupied,  and are located
and  constructed,  in compliance  with, and conform to all  applicable  federal,
state and local laws, rules, regulations and ordinances, except where failure to
conform would not have a material adverse effect on the Business. Seller, to the
best of Seller's knowledge, hereby warrants that the Premises, and Assets are in
full compliance with all federal, state and local building, fire, safety, health
and environmental requirements; and that, if any expenses are necessary to bring
the Premises or Assets into compliance with any such governmental  requirements,
those expenses shall be the sole  responsibility of, and will be paid by Seller.
Seller  shall  also be  responsible  for  compliance  with all  employment  laws
including Family Medical Leave Act,  Department of Labor laws, whether such laws
are Federal or State in nature.

     10.16 Relationship With Suppliers and Customers. (Omitted.)

     10.17 Brokers and Finders.  Seller has not employed any investment  banker,
broker or finder, or incurred any liability for any brokerage fees,  commissions
or  finders  fees in  connection  with  the  transactions  contemplated  by this
Agreement.  Seller  shall be solely  liable to pay any monies due any Broker not
engaged by Buyer.

     10.18 Environmental Matters. For purposes of this Section 10.18, "Hazardous
Substances" shall mean any pollutants, contaminants or other dangerous, toxic or
hazardous chemicals,  wastes,  materials or substances as defined in or governed
by any federal,  state or local statute,  law,  regulation or other requirements
relating to any  Hazardous  Substance or otherwise  relating to human health and
safety  or  the   environment,   and  also   including  any   urea-formaldehyde,
polychlorinated bipheyls, asbestos-containing materials, petroleum products, and
any other  waste,  material,  substance,  pollutant or  contaminant  which might
subject the owner of the Assets or the Business to any claims, demands, damages,
costs,  expenses  or  other  liabilities  under  any  applicable  statute,  law,
regulation or other  requirements.  The warranties and representations set forth
in this  Subsection  10.18,  are restricted to the Seller's  knowledge as of the
date of Closing and are further  restricted  to solely those matters which first
occurred during Seller's ownership of the Premises. Seller, if it has possession
of a Phase I Environmental  Study of the Premises shall promptly  provide a copy
to Buyer.

     No  person or entity  has  asserted  against  Seller  or  Shareholders  any
demands,  damages, costs, expenses,  causes of action or claims, however defined
arising out of or due to (a) the emission,  disposal, discharge or other release
or  threatened  release  of any  Hazardous  Substances  in  connection  with the
Business or Assets first  occurring  during the period of Seller's  ownership of
the Premises or (b) any injury to human health or the  environment  by reason of
the  condition,  of the  Business  or the  Assets  but only to the  extent  such
condition  first  occurred  and came into being  during  the period of  Seller's
ownership of the Premises.

     During the period of Seller's Ownership of the Premises,  there is not, and
has not been, any emission, disposal, discharge or release or threatened release
at or from the Assets or the Business of any  Hazardous  Substances;  no part of
the Assets or the Business has been used as a landfill,  dump or other  disposal
area for Hazardous  Substances,  no  underground  storage tanks  (whether or not
currently in use) have been located at the Assets or the Business;  no Hazardous
Substances are located at the Assets or the Business  except as may be listed on
Schedule 10.17; and there have been no investigations, inspections, or inquiries
of any kind with  respect  to the  Assets or the  Business  by any  governmental
authority  which in any way pertain to Hazardous  Substances or the violation or
potential  violation of any  Environmental  Laws (defined below).  Seller is not
currently  being  charged  with any  violation  of, and to the best of  Seller's
knowledge,  Seller is now operating,  and at all times has operated the Business
and the Assets in compliance  with all applicable  foreign,  federal,  state and
local  statutes,  laws or  regulations  or other  requirements  relating  to the
environment or human health and safety,  including,  but not limited to, laws or
regulations relating to emissions, disposals, discharges, releases or threatened
released of Hazardous  Substances into ambient air, surface water, ground water,
or land, or otherwise  relating to the  manufacture,  processing,  distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Substances
("Environmental  Laws). No  expenditures  will be required in order for Buyer to
comply  with  Environmental  Laws in force as of the  date of the  Agreement  in
connection with the Business and the Assets after Buyer acquires the Assets from
Seller  or to  clean-up  or  remove  Hazardous  Substances  which  may have been
discharged,  emitted,  disposed of or released at the  Business  but only to the
extent any such discharge,  emission,  disposal or release first occurred during
the period of Seller's ownership of the Premises.

     10.19 Disclosure and Reliance. (Omitted.)

     11.  Representations  and Warranties of Buyer. Buyer represents,  warrants,
and covenants to and with Seller as follows:

     11.1 No Conflict  With Other  Instruments  or  Agreements.  The  execution,
delivery and performance of this Agreement and the Ancillary Agreements by Buyer
will not  result in a breach or  violation  of, or  constitute  a default  under
Buyer's Articles of Incorporation or By-Laws, or any agreement to which Buyer is
a party or by which Buyer is bound and will not be in  violation of any statute,
judgment, order, rule or regulation of any court, or any federal, state or other
regulatory  authority or  governmental  body having  jurisdiction  over Buyer in
effect at the date hereof.

     11.2 Organization,  Power. Buyer is a corporation duly organized,  existing
and in good  standing  under  the  laws of the  State of  Colorado,  and has all
requisite   corporate  power  and  authority  to  own,  operate  and  lease  its
properties,  and to carry on its  business as now being  conducted  and to enter
into this Agreement and perform its obligations hereunder.

     11.3  Authority  Relative  to  Agreement.   The  execution,   delivery  and
performance  of  this  Agreement  by  Buyer  and the  consummation  by it of the
transactions  contemplated hereby, have been approved by all necessary corporate
action on the part of Buyer and this Agreement  constitutes the legal, valid and
binding  obligation of Buyer,  except as the same may be limited by  bankruptcy,
insolvency,  reorganization or other laws affecting the enforcement of creditors
rights generally.

     11.4  No  Government   Authorization   Required.   No  consent,   approval,
authorization  or  order  of,  or  qualification  with,  any  court,  regulatory
authority or other  governmental  body is required for the consummation by Buyer
of the transactions  contemplated by this Agreement,  except as set forth in the
attached Schedule 11.4.

     12. Indemnification of Buyer and Seller.

     12.1 Indemnity by Seller. Except for those specific obligations and amounts
assumed by Buyer,  Seller shall indemnify and hold Buyer harmless against and in
respect of:

     12.1A All  debts,  liabilities  and  obligations  of Seller of any  nature,
whether  accrued,  absolute,  contingent,  or  known or  unknown  on the date of
Closing, regarding Seller's Business and the Premises including, but not limited
to:

     (i) Any liabilities, fines, obligations or other expenses arising out of or
relating to  Seller's  failure to comply with any  relevant  corporate  or other
federal,  state or local laws, rules,  ordinances or regulations,  or failure to
obtain   any   relevant   governmental   permit,   license,   consent  or  other
authorization.

     (ii) Any  liabilities  obligations  or other  expenses  resulting  from any
breach of contract,  tort, product liability,  unfair labor or other employment,
unemployment  practice,  or other claim arising from or with respect to Seller's
business operations and asserted by any employee,  creditor,  customer, claimant
or other party:

     (iii) Any  liabilities,  obligations or other  expenses  resulting from any
suit, action, arbitration, charge, governmental investigation, claim, litigation
or proceeding,  pending or threatened,  affecting any of Seller's  properties or
business or the Assets  existing or arising on or  resulting  from events  which
occurred or failed to occur on or before the date of Closing,  to the extent not
specifically assumed by Buyer hereunder.

     12.2 Any damage or deficiency  resulting  directly or  indirectly  from any
misrepresentation,   breach  of  warranty,   representation,   covenant  or  non
fulfillment of any agreement on the part of Seller under this Agreement, or from
any  misrepresentation  in or omission from any certificate or other  instrument
furnished or to be furnished to Buyer hereunder.

     12.3  All  other  actions,  suits,   proceedings,   demands,   assessments,
adjustments,  costs and expenses incident to the foregoing,  including,  without
limitation, actual attorneys' fees and other out-of-pocket expenses.

     12.4  Indemnity by Buyer.  Buyer shall  indemnify and hold Seller  harmless
against and in respect of:

     (i) All debts, liabilities and obligations of Seller assumed by Buyer;

     (ii) Any damage or deficiency  resulting  directly or  indirectly  from any
misrepresentation,   breach  of  warranty,   representation,   covenant  or  non
fulfillment of any agreement on the part of Buyer under this Agreement,  or from
any  misrepresentation  in or omission from any certificate or other  instrument
furnished or to be furnished to Seller hereunder;

     (iii)  All  other  actions,  suits,  proceedings,   demands,   assessments,
adjustments,  costs and expenses incident to the foregoing,  including,  without
limitation, actual attorneys' fees and other out-of-pocket expenses; and

     (iv) Any liability arising from Buyer's operation of the Business and which
first accrues following Closing.

     12.5 Notice of Claims. Any party being indemnified pursuant to this Section
12 ("Indemnitee")  agrees to give the other party  ("Indemnitor")  notice of any
and all claims asserted against  Indemnitee for which  indemnification is or may
be sought  under this  Section 12 no later than three (3) years from the date of
Closing.  Such notice shall be given within a reasonable  time after  receipt of
written  notice of such claim by  Indemnitee.  Failure to give such notice shall
not  abrogate  or  diminish  Indemnitor's   obligation  under  this  Section  if
Indemnitor  has or receives  knowledge of the existence of any such claim by any
other means or if such failure does not prejudice Indemnitor's ability to defend
such claim.

     12.6  Defense  of  Claim.  In any  litigation,  administrative  proceeding,
negotiation or arbitration  pertaining to any claim for which indemnification is
sought  under this Section 12.  Indemnitee  shall have the right to select legal
counsel to  represent  Indemnitee  and to  otherwise  control  such  litigation,
proceedings, negotiations and arbitration, subject to the reasonable approval of
Indemnitor , which approval shall not be unreasonably  withheld,  all such legal
fees shall be at Indemnitor's  expense. If Indemnitor shall, within a reasonable
time after notice, fail to defend,  Indemnitee shall have the right, but not the
obligation, to undertake the defense of and to compromise or settle the claim or
other matter on behalf, for the account, at the risk of Indemnitor. If the claim
is one that cannot by its nature be defended  solely by  Indemnitor  (including,
without  limitation,  any federal or state tax proceeding) then Indemnitee shall
make  available all  information  and  assistance as Indemnitor  may  reasonably
request, at Indemnitor's expense.

     12.7 Alternative Dispute Resolution..

     A. Alternative Dispute Resolution. In the event the parties are not able to
resolve a dispute  between  them,  the  Parties  shall  proceed in good faith to
submit the matter to  mediation.  In the event the  parties  fail to resolve the
matter within thirty (30) calendar days from the date written notice  requesting
mediation is sent by one party to the other,  the parties agree the matter 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.  Such Arbitration shall be held in the greater Denver  Metropolitan
area.  The  provisions  set  forth  in  this  Section  shall  not  apply  to any
foreclosure of the Deed of Trust against the Premises.

     13. Conditions.

     13.1 This Agreement is expressly conditioned upon:

     (i) The concurrent closing on the attached and incorporated Contract to Buy
and Sell Real Estate executed by J.D. Carelli.

     (ii) Issuance of a Limited Gaming License and applicable  liquor license to
Stage Stop Gaming Hall, Inc. on or before February 13, 1998.

     (iii) 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 assign, transfer and convey the Assets to Buyer free of all liens.

     In the event the foregoing  conditions  shall not be satisfied or waived on
or before  said date,  any and all  earnest  monies  shall be  returned to Buyer
forthwith,  and this Agreement shall be null,  void, and of no further force and
effect,  and each  party  hereto  shall  be  released  from any and all  further
liability or obligations hereunder.  Buyer may, at Buyer's sole election,  waive
the foregoing condition.  In the event Buyer proceeds to Closing, Buyer shall be
deemed to have waived said condition.

     13.2  Inspection;  Due Diligence.  This Agreement is expressly  conditioned
upon Buyer's  inspection of and  investigation  of the Premises,  Assets and the
Business on or before  February  11, 1998  ("Inspection  Deadline").  If written
notice,  signed by  Buyer,  of any  unsatisfactory  condition  of the  Assets or
Business,  is not received by Seller on or before said Inspection Deadline,  the
same shall be deemed to be  satisfactory  to the buyer. If written notice of any
unsatisfactory  material  condition,  signed  by Buyer  is given to the  Seller,
Seller, at its sole option, may correct such unsatisfactory condition. If Seller
shall not have corrected said  unsatisfactory  material  condition,  or if Buyer
shall not have waived the objection  which Buyer has registered on or before the
Closing Date,  this contract shall terminate and this contract shall be null and
void and of no other  force and effect,  and each party  hereto will be released
from any and all further  liability  or  obligations  hereunder  and all earnest
monies shall be returned to the Buyer forthwith.

     13.3 UCC Search.  Seller  shall,  at its sole cost and expense,  deliver to
Buyer on or before February 6, 1998 copies of all financing statements, security
agreements  and other liens as well as the  certification  from the Secretary of
State's office (or other provider  acceptable to Buyer) the UCC search as to any
filed or other liens, against the Seller or any of the Assets.

     13.4 Condition Precedent. Whenever this Agreement references certain action
and written agreement on or before the "Deadline Date", as previously defined in
this  Agreement,  failure of the parties to agree to the same in writing,  shall
result in a termination  of the  obligations of both Buyer and Seller under this
Agreement.

     14. Expenses and Sales Taxes.  Except as otherwise  provided  herein,  each
party hereto shall pay its own costs and expenses  incurred in  connection  with
the negotiation  and  preparation of this Agreement and the  consummation of the
transaction  contemplated herein;  provided,  however, that the Seller shall pay
any sales and use taxes  accrued to the Closing Date on those Assets  subject to
such local or state sales and use taxes. Any sales or use tax resulting from the
transfer of the  subject  assets from Seller to Buyer shall be paid by Seller at
the time of Closing.  Personal property taxes shall be paid by Seller to date of
Closing with evidence of a Certificate of Taxes  furnished to Buyer on or before
Closing.

     15. Employee Matters.  Buyer shall have no obligation to hire or employ any
of Seller's  employees at the  Business.  Seller shall  indemnify and hold Buyer
harmless  from and  against  all  liabilities  which  may exist by virtue of any
local,  state or federal laws governing the relationship  between Seller and its
employees.  Except as allowed by Seller,  prior to  Closing,  Buyer to keep this
matter  confidential  and  disclosure  to employees  will be solely  through the
Seller  or  by  joint   announcement.   Seller   consents  that  Buyer  and  its
representatives may interview any employee of Seller.

     16. Miscellaneous.  The following  miscellaneous  provisions shall apply to
this Agreement.

     16.1 Notices.  All notices  which are required or may be given  pursuant to
the terms of this  Agreement  shall be in writing and  delivered  personally  or
mailed by  Registered,  Certified or Express mail,  postage  prepaid,or  courier
(e.g. Federal Express, U.P.S., Airborne) at the expense of sender as follows:

     To the Seller: Mr. Rory Reid,  Secretary Gold Coin Incorporated 220 Stewart
Avenue Las Vegas, NV 89101

     With copy to: Mr. Brian  Hoffmann  McDermott,  Will & Emery 50  Rockefeller
Plaza New York, NY 10020

     To the Buyer: Mr. J.D. Carelli, President Stage Stop Gaming Hall, Inc. P.O.
Box 74. Central City, CO 80427

     With copy to: Kent Jay Levine,  Esq. Kent Jay Levine, P.C. 3780 S. Broadway
Englewood,  CO 80110-3612  or at such other  addresses as any party hereto shall
have designated by notice in writing to the other parties hereto.

     The  parties  further  intend and agree  that,  in the event not  otherwise
specified, ten (10) business days shall be assumed to be commercially reasonable
and  adequate  notice  for such  matters  as  notification  of intent to enforce
remedies including,  without  limitation,  the rights of secured party under the
Uniform Commercial Code.

     16.2  Waivers.  Any party hereto may, by written  notice to the other party
hereto,  (i) extend the time for  performance of any of the obligations or other
actions of the other under this  Agreement,  (ii) waive any  inaccuracies in the
representations  and  warranties of the other  contained in this Agreement or in
any documents delivered pursuant to this Agreement,  (iii) waive compliance with
any of the conditions or covenants of the other contained in this Agreement,  or
(iv) waive or modify  performance  of any of the  obligations of the other under
this Agreement.  Except as provided in the preceding  sentence,  no action taken
pursuant to this Agreement,  including, without limitation, any investigation by
or on behalf of any party,  shall be deemed to  constitute a waiver by the party
taking  such  action  of  compliance  with  any   representations,   warranties,
covenants, or agreements,  contained in this Agreement.  The Waiver by any party
hereto of a breach of any  portion  of this  Agreement  shall not  operate or be
construed as a waiver of any subsequent breach.

     16.3    Survival   of    Representations,    Warranties,    Covenants   and
Indemnifications. The terms, conditions representations,  warranties, covenants,
agreements and  Indemnifications  contained in this Agreement  shall survive the
Closing  shall not be merged  into any  documents  or  instruments  of  Closing,
without  limitation,  provided  written  notice of any breach is received by the
other party on or before three (3) years from Closing.

     16.4 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
among  the  parties  hereto  with  respect  to the  subject  matter  hereof  and
supersedes all prior agreements and understandings,  oral and written, among the
parties hereto with respect to the subject matter hereof. Time is of the essence
to this Agreement.

     16.5  Applicable  Law.  THIS  AGREEMENT AND THE LEGAL  RELATIONS  AMONG THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF COLORADO.

     16.6 Binding Effect, Benefits. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their  respective  heirs,  successors
and  assigns;  nothing in this  Agreement,  express or  implied,  is intended to
confer on any person other than the parties  hereto or their  respective  heirs,
successors and assigns, any rights,  remedies,  obligations or liabilities under
or by reason of this Agreement.

     16.7  Assignability.  Notwithstanding  anything  contained  herein  to  the
contrary, the foregoing shall not be deemed to permit the assignment by Buyer of
any  rights  under this  Agreement,  as this  Agreement  is not  assignable  nor
delegable by Buyer, except as provided in this Agreement.

     16.8  Effect  of  Headings.   The  heading  of  the  various  sections  and
subsections  herein  are  inserted  merely  as a matter of  convenience  and for
reference  and shall not be  construed  as in any manner  defining,  limiting or
describing the scope or intent of the  particular  sections to which they refer,
or as affecting the meaning or  construction of the language in the body of such
sections.

     16.9  Schedules.  All Schedules  referred to in this Agreement are attached
hereto and are incorporated herein by reference as if more fully set forth.

     16.10 (Omitted.)

     16.11 (Omitted.)

     16.12 (Omitted.)

     16.13 (Omitted.)

     16.14 Books and Records.  Buyer agrees that all books and records and other
information  given by Seller to Buyer  shall be returned to Seller if Buyer does
not  complete  this  Agreement.  In all  events,  Buyer will keep all matters of
information obtained from said books and records,  directly or indirectly,  in a
confidential  manner  and  shall  not  disclose  that  information  to any third
parties, except licensing authorities,  governmental authorities and lenders, if
any.

     16.15  Modification  in Writing.  This Agreement may not be amended nor may
any right  hereunder be waived,  except by an instrument in writing  executed by
the  parties  hereto,  or except by the  functioning  of the  appropriate  terms
written herein.

     16.16  Severability.  In the event any  provisions  hereof  are found to be
unenforceable  or illegal,  the remaining  portions hereof shall  nonetheless be
enforceable  provided  that the  underlying  purposes of this  Agreement  may be
effectuated thereby.

     16.17 Counterparts:  Facsimile Execution. This Agreement may be executed in
counterparts,  including  executed  copies  transmitted  by Facsimile,  or other
electronic means,  each of which shall constitute an original,  but all of which
taken together shall  constitute one and the same  instrument.  Each party shall
exchange and original signed document  subsequent to transmitting a facsimile or
electronically transmitted copy.

     16.18 Survival of the Covenants. (Omitted.)

     16.19 Business Day. In the events any date for performance or any act shall
otherwise  fall on a weekend or holiday,  the same shall instead be deemed to be
extended to the next succeeding business day.

     16.20 Further  Cooperation.  Each party agrees, in good faith, to cooperate
with the other,  and make such  further  assurances  and  execute or cause to be
executed such further  instruments  as may be reasonably  requested by the other
party in order that this Agreement may be fully performed in accordance with its
intent and provisions.

     16.21  Construction.  The language in all parts of this Agreement  shall in
all  cases be  construed  as a whole  according  to its fair  meaning,  strictly
neither for nor against any party  hereto,  and without  implying a  presumption
that the terms  thereof shall be more  strictly  construed  against one party by
reason of the rule of  construction  that a  document  is to be  construed  more
strictly  against the person who himself or through his agent prepared the same,
it being agreed that  representatives  of both parties have  participated in the
preparation hereof.

     16.22 Time of the Essence. Time shall be of the essence with respect to the
performance with the laws of the State of Colorado  applicable to contracts made
and performed entirely therein.

     16.23 Closing. The business day following completion of the inventory shall
be the Closing Date. For purposes of this Agreement,  Closing shall be deemed to
mean the  time and  place at which  documents,  and  assets  shall be  executed,
delivered,  transferred,  tendered,  assigned,  and/or conveyed  pursuant to the
terms of this Agreement.

     16.24  Remedies.  If any payment or performance  due hereunder is not paid,
honored or tendered when due, or any other obligation hereunder is not performed
as  provided  herein,  at the  election  of the  non-defaulting  party  shall be
entitled to all such remedies  available at law, in equity,  including,  without
limitation specific performance, the right to a receivership, and as provided by
agreement of the parties.  Anything to the contrary herein  notwithstanding,  in
the  event  of any  litigation  arising  out of this  Agreement,  any  court  or
arbitration  panel shall award to the prevailing  party all reasonable costs and
expenses, including attorney fees.

     16.25 Casualty. In the event the Business premises and/or tangible Business
assets to be conveyed  hereunder are  substantially  damaged by fire,  flood, or
other casualty between the date of this Agreement and the date of Closing, Buyer
or Seller may avoid the contract and a full refund of all Buyer's earnest monies
shall be remitted immediately.

     IN WITNESS WHEREOF,  the parties acknowledge they have read this Agreement,
agree to be bound by this  Agreement,  and have  each  executed  this  Agreement
effective as of the day and year first above written.

                                       BUYER:

                                       Stage Stop Gaming Hall, Inc.


                                       By:
                                           Mr. J.D. Carelli, President

                                       SELLER:

                                       Gold Coin Incorporated



                                       By:
                                           Mr. Rory Reid, Secretary



<PAGE>

                                  SCHEDULE 1.5

                              LEASES AND CONTRACTS

<TABLE>
<CAPTION>
                           VENDOR                             DESCRIPTION               CONTRACT
                                                                                          DATE
<S>               <C>                                <C>                                 <C>
                  Central Bank/Bank Western          ATM Machine                            /93

no copy           Muszac                             Music

                  Dover Elevator Company             Elevator Maintenance                6/8/93

                  Denver Burglar Alarm               Burglar alarm maintenance           6/8/93

                  Denver Burglar Alarm               Fire alarm maintenance              6/8/93

                  IGT                                Slot machine maintenance            5/2/97

no copy           Terminex                           Exterminator

                  Glory Maintenance                  Coin counter maintenance            4/9/96

no copy           BFI                                Trash Removal

no copy           BFI                                Trash Removal
</TABLE>


If Buyer does not receive copies (of the above  contracts shown as "no copy") or
does not supply written approval to Seller on or before 2/11/98,  such contracts
shall be excluded from this Schedule 1.5.

<PAGE>


                                  SCHEDULE 3.3

                          ALLOCATION OF PURCHASE PRICE


1.       Inventory and supplies                                   $      10,000

2.       Furniture, equipment, machines and tokens                $     600,000

3.       Building and Improvements                                $   1,567,500

4.       Land                                                     $     572,500

                                                                  $   2,750,000