F
      O R T R E S S

                  CREDIT
      CORP.

                	
                   

                  1345
      AVE OF THE

                  AMERICAS

                  46TH
      FLOOR

                  NEW
      YORK, NY 10105

                


        

      

      


      April 14,
2010

       

      Nevada
Gold & Casinos, Inc.

      50 Briar
Hollow Lane, Suite 500W

      Houston,
TX 77027

       

      Attention:  Robert
B. Sturges, Chief Executive Officer

       

      
        	
                 
      

              	
                Re:

              	
                Financial
      Accommodations Relating to the Acquisition of Casino Card Rooms in
      Washington State

              


      

       

      Dear
Sirs:

       

      Nevada
Gold & Casinos, Inc. (“Sponsor”) has requested that
Fortress Credit Corp. and/or its affiliates, successors and assigns (“Fortress” or “Agent”) consider providing
certain financial accommodations (the “Loan”) to either: (i) newly
formed single asset, bankruptcy remote, special purpose entities acceptable to
Agent, (ii) a newly formed, bankruptcy remote, special purpose entity acceptable
to Agent that is not licensed by the Washington State Gambling Commission and
that holds, directly or indirectly, all of the equity interests of those
entities that own the assets of the card rooms described below, or (iii)
Sponsor, which is also not licensed by the Washington State Gambling Commission
and that holds, directly or indirectly, all of the equity interests of those
entities that own the Purchased Assets (for convenience, such entities or entity
are referred to herein as “Borrowers”).

       

      The
proceeds of the Loan shall be used to finance a portion of the purchase price
for the assets of certain Casino Card Room businesses in Washington State (the
“Businesses”), the
balance of the purchase price to be paid in cash.  The Loan will be
secured by first priority perfected security interests over the Businesses and
all other assets of the Borrowers (unless the Borrower is Sponsor, in which
event such security interest will be in the Purchased Assets (as defined in the
Outline of Proposed Terms and Conditions attached hereto (the “Term Sheet”)) and hereafter
acquired assets of the entities that purchase the Purchased Assets), a pledge of
all equity interests in those entities that own the Purchased Assets, if
different from the Borrower, and such other collateral as Agent may require, in
each case in favor of Agent.  The Loan will also benefit from
full-recourse guarantees from guarantors to be specified by Agent.

       

      Agent is
willing to consider providing the Loan on a fully underwritten basis,
substantially on the terms and conditions set forth in the Term
Sheet.  Agent’s proposal for the Loan is subject to the satisfaction
of the terms and conditions contained in this proposal letter and in the Term
Sheet.

       

      Sponsor
acknowledges that the Term Sheet is intended as an outline only and does not
purport to summarize all the conditions, covenants, representations, warranties
and other provisions that would be contained in definitive legal documentation
for the Loan.  The Loan documentation shall include, in addition to
the provisions that are summarized in the Term Sheet, provisions that, in the
opinion of Agent are customary or typical for this type of transaction and other
provisions that Agent determines to be appropriate in the context of the
proposed transaction.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      This proposal letter and the attached
Term Sheet are not intended to be, and shall not be deemed to be or construed
as, a commitment by Agent to provide the Loan or to provide any other financial
accommodation to Sponsor, Borrowers or any affiliate of Sponsor, and with the
exception of (i) this paragraph, (ii) the two immediately succeeding paragraphs
and (iii) the sections of the Term Sheet titled “Expense Deposit” and “Binding
Provisions” all of which shall be binding on Sponsor and Borrowers under all
circumstances, this proposal letter and the attached Term Sheet shall not be
deemed or construed to be a binding obligation of Borrowers or Sponsor to
negotiate or execute any documents evidencing the Loan. Agent
may, in its sole and absolute discretion, suggest alternative financial
accommodations or structures that assure adequate protection for it or decline
to provide the Loan.

       

      This
proposal letter, including the Term Sheet, is delivered to Sponsor and Borrowers
on the condition that neither the existence of this proposal letter, including
the Term Sheet, nor any of its contents, shall be disclosed except as may be
compelled to be disclosed in a judicial or administrative proceeding or as
otherwise required by law or to Grant Thornton Limited, in its capacity as
court-appointed receiver over the Businesses, or its counsel; provided, that
this proposal letter, including the Term Sheet, may be disclosed on a
confidential basis to Sponsor’s and Borrowers’ accountants, attorneys, financing
sources and other professional advisors retained in connection with the proposed
Loan who have been informed of, and agree to abide by, such confidentiality
arrangement.

       

      This
proposal letter, including the Term Sheet, (i) supersedes all prior discussions,
agreements, commitments, arrangements, negotiations or understandings, whether
oral or written, of the parties with respect thereto; (ii) shall be governed by
the laws of the State of New York, without giving effect to the conflicts of law
or choice of law provisions thereof; and (iii) may be signed in multiple
counterparts and may be delivered by facsimile, each of which shall be deemed an
original counterpart and all of which together shall constitute one and the same
instrument.  If this proposal letter, including the Term Sheet,
becomes the subject of a dispute, each of the parties hereto hereby waives trial
by jury.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Should
the terms and conditions of the proposal contained herein meet with your
approval, please indicate your acceptance by signing and returning a copy of
this proposal letter to Agent by 5:00 p.m. (CDT) on April 15, 2010.

       

      Very
truly yours,

       

      FORTRESS
CREDIT CORP.

       

      
        	
                 
      

              	
                By:
      /s/ Constantine M. Dakolias

              


      

       

      
        	
                 
      

              	
                Name:
      Constantine M. Dakolias

              


      

       

      
        	
                 
      

              	
                Title:
      President

              


      

       

      Agreed
and accepted on this

      14th day of
April, 2010:

       

      NEVADA
GOLD & CASINOS, INC.

       

      By: /s/
Robert B. Sturges

       

      Name:  Robert M.
Sturges

       

      Title:      Chief
Executive Officer

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
      SUBJECT
IN ALL RESPECTS TO DUE DILIGENCE, INTERNAL APPROVALS, LEGAL REVIEW AND


      FINAL
DOCUMENTATION SATISFACTORY TO FORTRESS:  NOT A COMMITMENT TO MAKE A


      LOAN

    

     

    
      EXHIBIT
A

    

     

    
      OUTLINE OF PROPOSED TERMS
AND CONDITIONS

    

     

    This
Outline of Proposed Terms and Conditions (“Term Sheet”) is attached to,
and delivered in connection with, that certain letter agreement, dated April 14,
2010, by and between Fortress Credit Corp. and the Sponsor (as defined below),
and shall be subject to all of the terms and conditions set forth
therein.

     

    This
Term Sheet is based on preliminary information provided by
Sponsor.  This Term Sheet is not a commitment to lend or otherwise
make financial accommodations and is subject in all respects to, among other
things, Agent’s (as defined below) due diligence, legal review, credit review
procedures and internal approvals customary for a transaction of this nature,
and final documentation approved by Agent, all in Agent's sole and absolute
discretion.

    


    
      	 
      
	
              Borrowers:

            	
              At
      Agent’s sole discretion, either: (i) newly formed single asset, bankruptcy
      remote, special purpose entities acceptable to Agent, or (ii) a newly
      formed, bankruptcy remote, special purpose entity acceptable to Agent that
      is not licensed by the Washington State Gambling Commission and that
      holds, directly or indirectly, all of the equity interests of those
      entities that own the Purchased Assets (as defined below), or (iii)
      Sponsor, which is also not licensed by the Washington State Gambling
      Commission and that holds, directly or indirectly, all of the equity
      interests of those entities that own the Purchased Assets (for
      convenience, such entities or entity are referred to herein as “Borrowers”).  In
      the event that there is a single Borrower as contemplated by clause (ii)
      or (iii) above, references to “Borrowers” contained herein shall mean the
      Borrower or, if required by the context in which such term is used, the
      Borrower and each entity that owns the Purchased Assets,
      collectively.  If Borrower is not Sponsor, Borrowers shall be
      directly or indirectly owned and controlled by Sponsor and such other
      individuals and entities required by Agent following Agent’s due diligence
      regarding the Sponsor, Borrowers and their affiliates.  The
      Borrowers shall be jointly and severally liable for repayment of the Loan
      (including all interest accrued thereon and fees and expenses payable by
      Borrowers in relation thereto).

            
	 
      	 
      
	
              Sponsor:

            	
              Nevada
      Gold & Casinos, Inc. (“Sponsor”).

            
	 
      	 
      
	
              Agent:

               

               

              Lender:

               

            	
              Fortress
      Credit Corp. and/or its affiliates, successors and assigns (“Agent”).

               

              Fortress
      Credit Corp. and/or its affiliates, successors and
  assigns

            
	
              Purpose:

            	
              To
      provide financial accommodations towards the acquisition (“Acquisition”) by
      Borrowers (or a wholly-owned subsidiary of Borrowers), of the assets of:
      (i) Big Nevada, Inc., Little Nevada, Inc., Golden Nugget Tukwila, Inc.,
      Mill Creek Gaming, Inc., Royal Casino Holdings, Inc., Silver Dollar Mill
      Creek, Inc. and Hollydrift Gaming, Inc. (including the card room
      businesses thereof, other than “The Drift on Inn Casino” currently
      operated by Hollydrift Gaming, Inc. (collectively, the “Card Rooms”)), and (ii)
      Gameco, Inc., Gaming Consultants, Inc. and Gaming Management, Inc. (those
      assets described in clauses (i) and (ii), collectively, the “Purchased
      Assets”).

            


    

     

    
      	 
      	
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      Gold & Casinos 

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              Closing
      Date:

            	
              The
      closing of the Loan contemplated herein shall occur at the closing of the
      Acquisition provided that the conditions precedent described below have
      been satisfied in Agent’s sole discretion or waived by Agent (the “Closing
      Date”).

               

            
	
              Collateral:

               

               

               

               

               

               

               

              Cash
      Management:

               

               

               

               

               

               

               

               

               

               

              Guarantors:

               

               

               

              Loan

              Facility:

            	
              The
      Loan will be secured by a first priority, perfected security interest in
      (i) all present and hereafter acquired assets of Borrowers (unless the
      Borrower is Sponsor, in which event such security interest will be in the
      Purchased Assets and hereafter acquired assets of the entities that
      purchase the Purchased Assets);1 (ii) all of the
      equity interests in those entities that own the Purchased Assets, if
      different from the Borrower; and (iii) such other collateral as Agent may
      reasonably require based on its due diligence.

                
      

              To
      the extent not prohibited by the Washington State Gambling Commission, (a)
      control agreements will be required to be delivered over all of the
      Borrowers’ (and their direct and indirect subsidiaries, if any) deposit
      and securities accounts relating to the Card Rooms at the Closing Date,
      pursuant to which Agent shall be granted control over such accounts upon
      the occurrence of any event of default under the Loan Documents, and (b)
      there will be a full cash sweep of Excess Cash Flow (as defined below)
      into Agent’s account of all Borrowers’ net proceeds from operations from
      and after the Initial Maturity Date if the Loan is validly extended
      pursuant to the terms of the Loan Documents (such net proceeds to be
      applied as described in the section titled “Mandatory Prepayments” below),
      and/or after the occurrence of any event of default under the Loan
      Documents.

                  
      

              The
      Loan will be unconditionally cross-guaranteed by the Borrowers, the
      Sponsor and the company (NG Washington, LLC) operating three current card
      rooms that is an affiliate of the Sponsor, and those entities that will
      own the Purchased Assets, if different from the Borrower (the “Guarantors”).  All
      such guaranties will be full-recourse.

                

              $5,070,000
      (Five Million Seventy Thousand Dollars) senior secured term loan (the
      “Loan
      Amount”).

            
	 
      	 
      
	
              Initial
      Maturity Date:

            	
              The
      second anniversary of the Closing Date (the “Initial Maturity
      Date”).

            
	 
      	 
      
	
              Extended
      Maturity Date:

            	
              One
      option to extend the maturity of the Loan to a date (the “Extended Maturity
      Date”) that is one year after the Initial Maturity Date, subject to
      the Extension Conditions hereinafter
defined.

            


    

    
       

      
        


      
        1 This
includes leasehold mortgages over all Card Rooms.

      

    

     

    
      	 
      	
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      Gold & Casinos 

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              Interest
      Rate:

               

               

               

              Default
      Rate and Late Charge:

            	
              30-day
      LIBOR + nine percent (9%) (“Interest Rate”) (subject
      to a 30-day LIBOR floor of two percent (2%)).  Interest will be
      calculated on the basis of the actual number of days elapsed based on a
      360-day year, and payable monthly in arrears (an “Interest Payment
      Date”).

                
      

              All
      interest, principal and other amounts due and payable under the Loan
      Facility and not paid when due will bear interest at a rate that is ten
      percent (10%) per annum above the Interest Rate then otherwise applicable
      thereto.  Borrowers shall also pay an additional charge
      applicable to any amount under the Loan Facility not paid when due, such
      charge equal to five percent (5%) of such amount; provided, however, that
      such charge shall not be applicable in connection with any failure by
      Borrowers to pay all amounts due under the Loan Facility as of the Initial
      Maturity Date (or Extended Maturity Date, if applicable), unless such
      amounts remain unpaid five days after the Initial Maturity Date (or
      Extended Maturity Date, if applicable).

            
	 
      	 
      
	
              Asset
      Sales:

               

               

               

               

               

               

              Optional
      Prepayments:

               

               

               

              Mandatory
      Prepayments:

               

               

               

               

               

               

               

               

               

               

               

              Repayment
      Fee:

            	
              Asset
      sales of  the Purchased Assets (or assets hereafter acquired by
      the entities that own the Card Rooms) (including without limitation sales
      of any Card Room) shall only be permitted with the express written consent
      of Agent, which consent Agent may withhold in its sole discretion;
      provided, however, that sales by Borrowers in the ordinary course of
      business of assets that are not, individually or in the aggregate,
      material to the operation of any Card Room shall not require Agent’s
      consent.

               

              The
      Loan shall be prepayable, at Borrowers’ option, in whole or in part, on
      any payment date under the Loan Documents, subject to the payment of any
      Repayment Fee applicable thereto.

               

              Mandatory
      Prepayments shall include, without limitation, (a) 100% of all net
      proceeds of any sale of  the Purchased Assets (or assets
      hereafter acquired by the entities that own the Card
      Rooms)  (other than such sales in the ordinary course of
      business of assets that are not, individually or in the aggregate,
      material to the operation of any Card Room), and (b) such percentage of
      the Excess Cash Flow (as defined below) from Card Room operations
      following the Initial Maturity Date if the Loan is validly extended
      pursuant to the terms of the Loan Documents as is specified in the section
      titled “Scheduled Amortization” below.  All such prepayments
      shall be applied (y) to pay any and all outstanding amounts due to Agent
      under the terms of the Loan Documents (other than amounts described in
      clause (z) of this sentence); and then (z) to repay the Loan and pay any
      Repayment Fee due on the repayment amount.

               

              Any
      repayment occurring prior to the first anniversary of the Closing Date
      shall not be subject to any additional fee or charge (including without
      limitation any Repayment Fee).  Thereafter, a Repayment Fee
      shall be payable by Borrowers upon any repayment of the Loan, in whole or
      in part, as follows:

               

              (a)           two
      percent (2%) of the repayment amount if made on or after the first
      anniversary of the Closing Date, and prior to the date that is 18 months
      after the Closing Date;

               

              (b)           four
      percent (4%) of the repayment amount if made on or after the date that is
      18 months after the Closing Date and on or prior to the Initial Maturity
      Date; and

               

               

            


    

    


    
      	 
      	
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                    (c)           if
      Borrower validly exercises its option to extend the maturity of the Loan
      to the Extended Maturity Date:

                      

                    (i)           six
      percent (6%) of the repayment amount if made after the Initial Maturity
      Date and before the date that is 6 months thereafter; and

                     

                    (ii)           eight
      percent (8%) of the repayment amount if made on or after the date that is
      6 months after the Initial Maturity Date and on or before the Extended
      Maturity Date.

                  
	 
      	 
      
	

                    Extension
      Fee:

                  	

                    One
      percent (1%) of the then outstanding Loan Amount, payable upon the
      exercise of Borrowers’ extension option.

                  
	 	 
	
                    Extension
      Conditions:

                  	
                    To
      include, without limitation:

                       
      

                    (i)           No
      continuing default or event of default (either as of the exercise of the
      extension option, or as of the Initial Maturity Date);

                      
      

                    (ii)    No
      material adverse change with respect to the condition, financial or
      otherwise, business, operations, assets, liabilities or prospects of the
      Card Rooms, Borrowers, Sponsor, or any Guarantor (“Material Adverse
      Change”), as determined by Agent in its sole
      discretion;

                      
      

                    (iii)           Borrowers
      shall demonstrate an aggregate ratio of outstanding indebtedness to TTM
      Adjusted  EBITDA of not more than 2.0:1.0 for the 12 calendar
      month period ending with the last calendar month where financials are
      available prior to the commencement of the extension term;

                      

                    (iv)   
        Borrowers shall demonstrate an aggregate ratio of outstanding
      indebtedness to combined annualized 3-month Adjusted EBITDA of not more
      than 2.0:1.0 for the 3 calendar month period ending with the last calendar
      month where financials are available prior to the commencement of the
      extension term;

                      

                    (v)           Payment
      of the Extension Fee;

                      

                    (vi)           Borrowers
      shall have reimbursed Agent for all costs and expenses (including
      reasonable attorneys’ fees) incurred by Agent in connection with the
      requested extension; and

                      

                    (vii)     The
      outstanding amounts due to Agent under the terms of the Loan Documents
      shall be less than Three Million Dollars ($3,000,000).

                     
    

                  
	
                    Conditions

                    Precedent:

                  	
                      

                    The
      making of the Loan is subject to, without limitation, satisfaction of the
      following conditions precedent:

                      
      

                    (i) The agreement pursuant to which
      Borrowers acquire the Purchased Assets (the “Purchase Agreement”) and
      the other documents related thereto shall be in form and substance
      satisfactory to Agent.

                  


          

        

      

    

    


    
      	 
      	
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              (ii) All conditions precedent to the Purchase
      Agreement shall have been satisfied, including the payment by Borrowers of
      100% of the cash portion of the purchase price for the Purchased Assets as
      set forth in the Purchase Agreement.

                

              (iii) After the execution of the Purchase
      Agreement, such documents shall not be amended or supplemented in any way
      without the written consent of Agent.

                

              (iv)
      All documentation relating to any existing leases, leasehold mortgages,
      estoppels and SNDAs shall be in form and substance reasonably satisfactory
      to Agent.

               

              (v)
      Agent shall have received the results of such lien searches as it may
      request in each relevant jurisdiction with respect to
      the  Borrowers and the entities that own the Card Rooms, if
      different from the Borrowers, and such searches shall reveal no liens on
      their assets except for liens to be discharged on or prior to the Closing
      Date or as otherwise permitted by Agent.

               

              (vi)
      Agent shall have received (a) opinions of Borrower’s independent counsel
      reasonably satisfactory to Agent  and (b) such corporate
      resolutions, certificates and other documents as Agent shall reasonably
      request.

               

              (vii)
      Agent shall have received all fees required to be paid, and all expenses
      for which invoices have been presented, on or before the Closing
      Date.

               

              (viii)
      The completion of all legal documentation required by Agent.

               

              (ix)
      The completion of other customary conditions.

            
	 
      	 
      
	
              Scheduled
      Amortization:

            	
              If
      the Loan is validly extended pursuant to the terms of the Loan Documents,
      100% of Borrowers’ Excess Cash Flow (as defined below) from and after the
      Initial Maturity Date shall be paid to Agent and applied (a) to pay any
      and all outstanding amounts due to Agent under the terms of the Loan
      Documents (other than amounts described in clause (b) of this sentence);
      and then (b) to repay the Loan and pay any Repayment Fee due on the
      repayment amount.

            
	 
      	 
      
	
              Insurance:

               

              Reserves
      and Capital

              Expenditures
      Budget:

               

               

               

            	
              Insurance
      coverages must be acceptable to Agent.

               

               

              The
      Loan Documents shall include standard reserves for insurance and taxes
      (including without limitation gaming taxes), as well as a reserve for
      Agent-approved capital and maintenance expenses regarding the Card Rooms
      (the “CME
      Reserve”). Borrowers shall deliver to Agent a proposed twelve-month
      capital expenditure budget regarding the Card Rooms (the “CapEx Budget”), in
      sufficient detail acceptable to Agent in its sole discretion, on an annual
      basis, with the first CapEx Budget to be delivered within 30 days after
      the Closing Date, and subsequent CapEx Budgets to be delivered on or
      before April 30 of each year thereafter.  The budgeted amount of
      capital expenditures set forth in each CapEx Budget shall be subject to
      the approval of Agent in its reasonable discretion.  The CME Reserve
      shall initially be set in an amount equal to fifty percent (50%) of the
      budgeted twelve-month capital expenditures set forth in the first CapEx
      Budget approved by Agent, and shall then be re-set concurrently with the
      delivery of each subsequent CapEx Budget approved by Agent in an amount
      equal to fifty percent (50%) of the budgeted twelve-month capital
      expenditures set forth in the then-most recent CapEx Budget approved by
      Agent (the “Threshold
      Amount”).  If and to the extent that, at any time, the
      balance of the CME Reserve is less than the Threshold Amount, then the CME
      Reserve shall be funded on a monthly basis from 100% of Borrowers’ Excess
      Cash Flow (and after required funding of the insurance and taxes reserves
      referenced above), until the amount in the CME Reserve is at an amount
      equal to the Threshold Amount.

            


    

    


    
      	 
      	
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                During
      each fiscal year, the Agent-approved capital and maintenance expenses set
      forth in the CapEx Budget for such fiscal year shall be funded as follows:
      (i) first, Borrower shall fund 100% of such capital and maintenance
      expenses until the aggregate amount funded by Borrower during such fiscal
      year equals 50% of the budgeted capital expenditures for such fiscal year,
      and (ii) second, funds maintained in the CME Reserve may be utilized to
      fund the remaining capital and maintenance expenses for such fiscal
      year.

                  

                No
      other debt permitted except unsecured trade payables in the ordinary
      course of business (not to exceed at any time a commercially reasonable
      amount as determined by Agent in its sole discretion).

                 
    

              
	 
      	 
      
	
                Additional
      Debt:

              	 
      
	
                Restriction
      on Distributions and Required Amortization:

                 

              	
                 

                 

                No
      dividends or other distributions shall be paid by Borrowers (and all
      Borrowers’ net cash from operations must be held in their operating
      accounts over which Agent has a control agreement or in Agent’s account
      (as the case may be), as described above) unless the amount in the CME
      Reserve is, at the time of any proposed distribution, at least equal to
      the Threshold Amount, in which event, so long as no event of default
      exists or would result therefrom, a distribution of Excess Cash Flow (as
      defined below) may be made by the Borrowers; provided, however, that
      concurrently with any such distribution, Borrowers shall repay a portion
      of the Loan in an amount equal to the amount of such
      distribution.

                  
      

                “Excess Cash Flow” means
      all cash or cash equivalents received by or on behalf of Borrowers in
      connection with the operation of the Card Rooms for the immediately prior
      calendar month, minus (i)
      interest paid in cash with respect to the Loan during such period, (ii)
      interest paid in cash with respect to any other debt permitted under the
      Loan Documents during such period, (iii) the amount of any taxes
      (including without limitation gaming taxes) required to be paid by such
      entity (or the owners of the Card Rooms, if different form Borrower) in
      cash (including any deductions for interest paid) with respect to such
      period, (iv) the amount of any permitted management fees paid by the
      entities that own and operate the Card Rooms in cash to Sponsor during
      such period, and (v) expenses paid in cash directly related to the
      operation of the Card Rooms during such period.  Excess Cash
      Flow paid to Agent will be applied first to any Repayment Fee due as a
      result of such repayment, and then to principal on the
    Loan.

              


      

    

    


    
      	 
      	
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              Notwithstanding
      the foregoing, so long as no event of default exists or would result
      therefrom, the entities that own the Card Rooms may: (i) to the extent due
      and payable on a non-accelerated basis and otherwise permitted under the
      Loan Documents, make regularly scheduled payments of interest with respect
      to any other debt permitted under the Loan Documents, provided that
      interest expense with respect to any such permitted debt shall not exceed
      $660,000 in any fiscal year, (ii) to the extent due and payable, pay tax
      obligations of Borrowers subject to verification by Agent, and (iii) pay
      monthly management fees to Sponsor in an aggregate amount not to exceed 3%
      of such entities’ gross revenue for such period. As used herein, the term
      “gross revenue” shall not include match play coupons, and with respect to
      table games and slot machines, shall be calculated based the net win at
      such table games and slot machines.

            
	 
      	 
      
	
              Expense
      Deposit:

            	
              Sponsor
      agrees to pay all reasonable fees and expenses (including, without
      limitation, attorneys’ fees and expenses) incurred by or on behalf of
      Agent in connection with this Term Sheet and the Loan (“Expenses”), whether or
      not the Acquisition actually occurs or the transaction described herein
      actually closes.  Without limiting the foregoing, Sponsor shall
      deliver to Agent concurrently with the execution and delivery of this Term
      Sheet an expense deposit of $65,000 to be credited against Expenses
      incurred by or on behalf of Agent.

            
	
              Representations

              and
      Warranties:

            	
                

              The
      Loan Documents will contain representations and warranties customarily
      found in loan documents for similar transactions and others appropriate to
      the specific transaction.

               
    

            
	
              Covenants:

                

                

              Financial
      Covenants:

            	
              The
      Loan Documents will contain covenants customarily found in loan documents
      for similar transactions and others appropriate to the specific
      transaction.

                
      

              The
      Loan Documents will contain financial covenants as required by Agent
      including, without limitation, the following:

                

              Borrowers
      shall demonstrate an aggregate ratio of outstanding indebtedness to TTM
      Adjusted EBITDA at the end of each calendar quarter during each year of
      the Loan term of not more than the following threshold
ratios:

                 
      

              First
      Year:                      3.5:1.0

                

              Second
      Year:                
      3.0:1.0

                

              Extension
      Year:     2.0:1.0

                

              “Adjusted
      EBITDA” shall be defined to include, without limitation, corporate
      overhead attributable to the assets being purchased, and to exclude,
      without limitation, extraordinary or non-operating gains or
      losses.

            


    

    


    
      	 
      	
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      Gold & Casinos Term Sheet

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              Financial
      Reporting 

              Requirements:

            	
               

              The
      fiscal year of each Borrower shall end April 30.

                

              Borrowers
      and Guarantors shall provide to Agent in form and substance acceptable to
      Agent: (i) quarterly certified cash flow statements of Borrowers with
      respect to each Card Room both exclusive and inclusive of allocations of
      Drop and Hold Amounts and Percentage (“Allocations”), within
      20 days after the end of each fiscal quarter, (ii) monthly summary reports
      in sufficient detail acceptable to Agent with respect to each Card Room’s
      results, significant events, capital expenditures, gaming
      issues/violations, table mix, drop/hold and such other further information
      with respect to the Purchased Assets as requested by Agent, within 20 days
      after the end of the month; (iii) certified monthly statements comparing
      actual to budgeted results and variance analysis by Card Room and on a
      consolidated Card Room basis, within 20 days after the end of the month,
      (iv) monthly certified profit and loss statements by Card Room and on a
      consolidated Card Room basis, within 20 days after the end of the month,
      (v) monthly certified balance sheets by Card Room and on a consolidated
      Card Room basis, within 20 days after the end of the month, (vi) audited
      annual financial statements for each Card Room and on a consolidated Card
      Room basis, within five business days after the date such audited annual
      financial statements are required to be submitted to the Washington State
      Gaming Commission pursuant to Washington law in effect from time to time,
      (vii) certified quarterly financial statements and operating statements of
      Borrowers and Guarantors, within 45 days after the end of each quarter,
      each such reports covering such quarter to date, and including detailed
      balance sheets, and (viii) such other information concerning Borrowers’
      and the Card Room’s operations and finances as Agent may reasonably
      request from time to time. Additionally, any and all information received
      by Borrowers or the Sponsor related to the Purchased Assets shall be made
      available to Agent within five business days after request
      therefrom.

            
	
              Other
      Reporting Requirements:

               

            	
                

              The
      Loan Documents will contain other reporting requirements customarily found
      for similar transactions and others appropriate to the specific
      transaction.

               
    

            
	
              Governing
      Law & Jurisdiction:

            	
                

              Borrowers
      and the Guarantors will submit to the non-exclusive jurisdiction and venue
      of the federal and state courts of the State of New York and shall waive
      any right to trial by jury.  New York law shall govern the Loan
      Documents (except any leasehold mortgages, which shall be governed by
      Washington law).

            


    

    


    Binding
Provisions

     

    Sponsor
represents and warrants to Agent that Sponsor has not engaged or worked with any
broker, finder, or agent in connection with the transactions contemplated
herein.  Sponsor hereby agrees to release, indemnify, protect, and
hold harmless Agent and its respective officers, directors, employees,
affiliates, advisors (including legal counsel), agents and controlling persons
(each, an “Indemnified
Party”) from and against any and all claims, damages and liabilities
(whether direct, indirect or consequential) to which any Indemnified Party may
become subject arising out of or in connection with this Term Sheet or the Loan,
including without limitation claims from any broker, finder, or agent asserting
any agreement or arrangement with Sponsor in connection with the transactions
contemplated herein.  Without limiting the foregoing, Agent shall not
be liable for any indirect or consequential damages of any kind arising out of
or in connection with this Term Sheet.  This Term Sheet and its terms
are submitted on a confidential basis and shall not be disclosed by Sponsor or
Borrowers; provided, that this Term Sheet and its terms may be disclosed on a
confidential basis to Sponsor’s and Borrowers’ accountants, attorneys, financing
sources and other professional advisors retained in connection with the proposed
Loan who have been informed of, and agree to abide by, such confidentiality
arrangement.  This Term Sheet shall be governed by the laws of the
State of New York.  With the exception of this paragraph, and the
paragraph above titled “Expense Deposit” (each of which shall be binding), no
provision of this Term Sheet shall be binding on the parties
hereto.

     

    
      	 
      	
              Page 8
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              Fortress/Nevada
      Gold & Casinos Term Sheet