**Exhibit 10.46**

 

**ADDENDUMTOLEASE AND AGREEMENT-SPRING 1995(LOWER LOTS)**

 
|                                                                                                                                                                                               | This Addendum to Lease Agreement-Spring 1995 Lower Lots hereinafter  (“Addendum”) is made this 4th day of April, 1996 |
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| between**the  Andrianakos Limited Liability Company, a Colorado limited liability company,  the Lessor, and Anchor Coin, Inc., d/b/a Colorado Central Station  Casino, Inc., the Lessee. |
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|                                                                                                                                                                                               | WHEREAS, the parties hereto are also parties to that certain Lease  and Agreement-Spring 1995 (Lower Lots) dated                     |
| August 15, 1995, recorded at Book 590, Page 086, Gilpin  County Clerk and Recorder’s office hereinafter (“Lease”); and,                                                   |
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|                                                                                                                                                                                               | WHEREAS, the parties wish to modify certain terms of the Lease  concerning specific portions of the property hereinafter             |
| described and the parties further wish to add additional property to  the leasehold of the Lessee as more thoroughly described hereinafter.                                                        |

 
|   | NOW THEREFORE, be it agreed as follows:                              |
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| 1.     | Property Identification.                                             |
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|   | The following described properties are the subject of this Addendum. |
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|   | 1.1.                                                                 |   | Balance Lot 1. Block 50. The Lease included  the Easterly 20 feet of Lot 1, Block 50, City of Black Hawk. The remaining  portion of Lot 1, Block 50 was not part of the Lease because of a competing  claim of ownership made by other parties at the time of the execution .of  the Lease. Lessor has now resolved those completing claims. Lessor owns and  has marketable title to all of Lot 1, Block 50. Accordingly, the balance of  Lot 1, Block 50 not leased to Lessee under the Lease (hereinafter “Balance Lot  1, Block 50”) which is more thoroughly described in Exhibit A attached  hereto, is the subject of this Addendum. |
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|   | 1.2.                                                                 |   | Gabriel Spalti Portion. Lessee pursuant to  certain leases executed in 1993 and 1994 purported to lease to Lessor a  portion of the Gabriel Spalti Tract Mining Claim, (hereinafter “Gabriel  Spalti Portion”) which the property is more thorough described in  Exhibit A attached hereto. Additionally, Subparagraph B-5. 7) of the  Lease referenced that the Gabriel Spalti Portion might be a part of the  property addressed in the Lease. Nevertheless, it was later determined the  Lessor did not have title to the Gabriel Spalti Portion. Lessor did make a  payment of $50,000.00 to the then owner of the Gabriel Spalti Portion.  Subsequently, Lessee recently obtained title to the Gabriel Spalti Portion  and such property is addressed in this Addendum. |

 

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|   | 1.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Lot 15, Block 49. Lessor may have recently acquired Lot 15, Block 49, City of Black  Hawk hereinafter (“Lot 15, Block 49”), which is more thoroughly described in  Exhibit A attached hereto. To the extent that it exists Lot 15, Block 49  is West of and immediately adjacent to Balance Lot 1, Block 50. This property  is also the subject of this Addendum. |
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| 2.     | Disclaimer and Quit Claim                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|   | Lessor  disclaims, in favor of Lessee any and all interest in the Gabriel Spalti  Portion. Lessor has remised, released, sold, conveyed and Quit Claimed, and  by these presents does remise, release, sell, convey and Quit Claim unto  Lessee, it successors and assigns forever, all right, title, interest, claim  and demand which the Lessor has in and to the Gabriel Spalti Portion,  together with improvements, if any, situate, lying and being in the County of  Gilpin, State of Colorado as described in Exhibit A. By its signature hereto  Lessor acknowledges Lessee as owner to have and to hold the Gabriel Spalti  Portion together with all and singular the appurtenances and privileges  thereunto belonging, or in anywise thereunto appertaining, and all the  estate, right, title, interest and claim whatsoever, of the Lessor, either in  law or equity, to the only proper use, benefit and behoof of the Lessee, its  successors and assigns forever. |
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| 3.     | Lease of Balance Lot 1, Block 50.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | The  Lease at paragraph B-5 gave the Lessee the option to add the Balance Lot 1,  Block 50 to its leasehold  provided the Lessor obtained  marketable title thereto within one year of the date of the execution of the  Lease. The Lessor has obtained such marketable title. Accordingly, the  parties agree to add Balance of Lot 1, Block 50 to the leasehold estate  conveyed to the Lessee under the Lease. The parties further agree Balance Lot  1, Block 50 contains approximately 2,765 square feet and that per the Lease  the base rent to be paid, exclusive of any rental rate indexing, will  increase to $104,500.00 per month.                                                                                                                                                                                                                                                                                                                                           |
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| 4.     | Addition of Lot 15, Block 49.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   | To  the extent that it exists, and to the extent Lessor has title thereto, Lot  15, Block 49 is added to the leasehold estate conveyed to the Lessee under  the Lease. The parties further agree there shall be no change in the rental  rate to the Lease as a result of this addition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| 5.     | Adequate Consideration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | The  parties hereto each agree and acknowledge their mutual promises and covenants  as herein set forth are adequate and sufficient consideration for the  execution of this Addendum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| 6.     | Lease Provisions Remain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   | Except  as specifically modified in this Addendum, all other terms, conditions  covenants and promises of the Lease remain in full force and effect, and will  further control the operation and interpretation of both the Lease and this  Addendum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

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| 7.     | Term,Renewal and Cancellations.                                                                                                                                            |
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|   | The term, renewal and cancellation provisions of  the Lease apply to the property added by this Addendum to the leasehold  estate conveyed to the Lessee under this Lease. |
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| 8.     | Warranty and Title.                                                                                                                                                        |
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|   | 8.1                                                                                                                                                                        |   | Marketable Title.      Lessor  warrants and represents that it has unencumbered marketable title to Balance  Lot 1, Block 50 which property is added to the leasehold estate of the Lessee  except the following: A) the encumbrances listed in subparagraph B-5. 1) of  the Lease relating to Lessor’s loan from the Bank of Cherry Creek; and, B)  Deed of Trust recorded in Gilpin County, Book 586, Page 168 (“Deed of Trust”) in favor of Thomas W. Woodall and Sandra R. Woodall  (“Woodalls”); however, as set**forth in that  certain Settlement Agreement dated August 18, 1995 between Lessor and  Woodalls which Settlement Agreement is attached to and made part of that  certain Stipulated Motion to Dismiss in District Court, Gilpin County, Case  No. 94-CV-86, and in the Deed of Trust itself, Lessor further warrants  the Woodalls’ Deed of Trust is subordinate to the Lease and this Addendum.  Lessor acknowledges its agreements in the Lease not to request or obtain any  further advances from the Bank of Cherry Creek secured by the property which  is the subject of the Lease and not to use the property which is the subject  of the Lease for any collateral or security purposes if said use would  interfere, encumber or purport to be superior to Lessee’s use and enjoyment  of the leasehold also applies to all of the property which is the subject of  this Addendum. Lessor further acknowledges Lessee’s option right to cure any  default of Lessor concerning the aforementioned obligations, and right to set  off the costs of any such cure, also apply fully to the property which is the  subject of this Addendum. |
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|   | 8.2                                                                                                                                                                        |   | Title Insurance Policies.      Lessor agrees  that it will provide to Lessee, at Lessor’s sole cost, within 30 days of the  execution of this Addendum a title insurance policy evincing said marketable  title to the Balance Lot 1, Block 50. |

 

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| **LESSEE******                                                   | ** **            | **LESSOR**                             |
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|                                                             |                  |                                   |
| ANCHOR COIN, INC., D/B/A  COLORADO CENTRAL STATION  CASINO, INC. |                  | ANDRIANAKOS LIMITED LIABILITY  COMPANY |
|                                                             |                  |                                   |
|                                                             |                  |                                   |
| By:                                                              | /s/ Stanley E. Fulton |                                   | By: | /s/ Ioannis Andrianakos |
| Stanley E. Fulton,                                               |                  | Ioannis Andrianakos,                   |
| Chief Executive Officer                                          |                  | Managing Member                        |
|                                                             |                  |                                   |
| STATE OF COLORADO                                                | )                     |                                   |   |   |
|                                                             | )  ss.                |                                   |   |   |
| COUNTY OF                                                        | Denver                |                                   | ) |   |   |   |
|                                                                  |                       |                                        |  |  |  |  |  |  |

 

The foregoing instrument was acknowledgedbefore me this 3rd day of April, 1996, by Ioannis Andrianakos,Managing Member on behalf of the Andrianakos Limited Liability Company, Lessor.

 

Witness my hand and official seal.

 
|   | /s/ [ILLEGIBLE] |
|--------|-----------------|
|   | Notary Public   |

 
| My commission expires: | September 7, 1999 |   |
|------------------------|-------------------|--------|
|                   |
| (SEAL)                 |              |
|                        |                   |        |  |

 

 
| STATE OF NEVADA | )      |   |   |   |
|-----------------|--------|--------|--------|--------|
|            | )  ss. |   |   |   |
| COUNTY OF CLARK | )      |   |   |   |

 

The foregoing instrument was acknowledgedbefore me this 4th day of April 1996, by Stanley E. Fulton, ChiefExecutive Officer, on behalf of Anchor Coin, Inc., d/b/a Colorado CentralStation Casino, Inc., Lessee.

 

Witness my hand and officialseal.

 
|   | /s/ SUSAN A. DELZER |
|--------|---------------------|
|   | Notary Public       |

 
| My commission expires: | January 17, 1997 |                                 |  | SUSAN A. DELZER |
|------------------------|------------------|--------------------------------------|--|-----------------|
|                   |             | Notary Public - State of Nevada      |
|                   |             | Appointment Recorded In Clark County |
|                   |             | My Appointment Expires [ILLEGIBLE]   |
| (SEAL)                 |

 

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