Exhibit 10.1


ASSET
PURCHASE AGREEMENT


THIS AGREEMENT  (the “Agreement”) is made and entered
into as of December 18, 2006 by and among Southwest
Eagle, LLC, a Minnesota limited liability company (“Southwest”) and
wholly-owned subsidiary of Southwest
Casino Corporation, a Minnesota corporation, Richard F. Fabiano, Frank R. Spadafore, Dorian N. Lange and Pinnacle
Casinos and Resorts, LLC, a Michigan limited liability company
(Messrs. Fabiano, Spadafore, and Lange and Pinnacle Casinos and Resorts, LLC
are referred to collectively in this Agreement as “Pinnacle”) and Colorado Casino Resorts,
Inc., a Texas corporation, Double
Eagle Resorts, Inc., a Colorado corporation, and Gold Creek Ventures, LLC, a Colorado
limited liability company (Colorado Casino Resorts, Inc., Double Eagle Resorts,
Inc. and Gold Creek Ventures, LLC are referred to collectively in this
Agreement as “CCRI”). Southwest, Pinnacle and CCRI are sometimes referred to in
this Agreement as a party or the parties.


Background


A.            CCRI, through its ownership of
Double Eagle Resorts, Inc., a Colorado corporation, and Gold Creek Ventures,
LLC, a Colorado limited liability company, owns certain assets used in
connection with the operation of the Double Eagle Hotel and Casino and the Gold
Creek Casino in Cripple Creek, Colorado (these casinos are referred to
collectively in this Agreement as the “Double Eagle”).


B.            The current shareholders of CCRI
have entered into a Stock Purchase Agreement with Pinnacle dated October 7,
2005 under which Pinnacle will acquire all of the outstanding shares of CCRI.


C.            On August 10, 2006, Southwest
entered into a non-binding Term Sheet (the “Term Sheet”) with Pinnacle that
describes the basic terms and conditions under which Southwest would buy all of
the assets and assume certain related liabilities of CCRI used in connection
with operation of the Double Eagle other than the real property. The Term Sheet
contemplated entry by the parties into this binding purchase agreement, which
states the terms of the purchase as revised after execution of the Term Sheet.


D.            Pinnacle desires to sell to
Southwest, and Southwest desires to purchase from Pinnacle, a right under the
terms of a Stock Purchase Agreement between Pinnacle and current shareholders
of CCRI dated October 7, 2005 (the “Pinnacle Purchase Agreement”) to acquire
the operating assets and certain related liabilities of CCRI,in accordance with
the terms and conditions stated in this Agreement.


E.             Pinnacle desires to cause CCRI,
simultaneous with the CCRI Acquisition to sell to Southwest, and Southwest
desires to purchase from CCRI, all of the assets and certain related
liabilities owned and used by CCRI in connection with or relating to operation
of the Double Eagle in accordance with the terms and conditions in this
Agreement.










 



F.             To ease the regulatory burden
associated with the sale of the gaming operations of CCRI, which are licensed
by the Colorado Division of Gaming, Southwest desires to purchase the gaming
operations of CCRI from CCRI simultaneous with the closing of the sale of CCRI
stock to Pinnacle under the Pinnacle Purchase Agreement (the “CCRI Acquisition”).


Agreement


NOW, THEREFORE, in consideration of the Recitals, which are an
integral part of this Agreement, and the mutual covenants and agreements in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which Southwest, Pinnacle and CCRI acknowledge, the parties,
intending to be legally bound, agree as follows:


Section
1.              Purchase and Sale of
Right to Acquire Operating Assets. Subject to the terms and conditions stated in this Agreement, Pinnacle
agrees to sell to Southwest, and Southwest agrees to buy from Pinnacle, a right
(the “Operations Purchase Right”) to acquire the operating assets and certain
related liabilities of the Double Eagle that Pinnacle will acquire upon closing
the CCRI Acquisition.


Section
2.              Purchase Price for
Right to Acquire Operating Assets. As full payment for the sale and transfer of the Operations Purchase Right,
Southwest will pay to Pinnacle the aggregate amount of $8,625,000 (the “Operations
Purchase Right Purchase Price”) as follows:


(a)           $7,625,000.00 by issuing to Pinnacle
promissory notes in the form attached to this Agreement as Exhibit 2 (the “Notes”);
and


(b)           $1,000,000.00 by means of electronic
transfer of funds at Closing.


The Operations
Purchase Right Purchase Price will be reduced at the Closing by the amount that
cash on hand is less than $3,300,000.00, if any.


Section
3.              Purchase and Sale of
Assets and Assumption of Liabilities. Subject to the terms
and conditions stated in this Agreement, Pinnacle agrees, simultaneous with
CCRI Acquisition, to cause CCRI to enter into this Agreement and to sell to
Southwest, and Southwest agrees to buy from CCRI, all of the assets of CCRI
used in and relating to the operation of the Double Eagle, as defined in
Section 4 below (the “Assets”), and certain liabilities of CCRI directly
related to the operation of the Double Eagle as defined in Section 6 below (the
“Assumed Liabilities”).


Section
4.              Acquired Assets.
For purposes of this Agreement, “Assets” means all of the right, title, and
interest that CCRI possesses and has the right to transfer in and to all
assets, other than real property and improvements, used in connection with the
operation of the Double Eagle including but not limited to personal property,
liquor licenses, and all other assets of every kind and description, tangible
and intangible, that are in any way related to or affiliated with the operation
of the Double Eagle. The Assets are further identified by highlighting on the
consolidated balance sheet of CCRI to be attached to this Agreement at Closing
as Exhibit 4 and include, without limitation:



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(a)           All inventory of the Double Eagle and
equipment, supplies, materials; all hotel-related assets, including furniture
and fixtures; all gaming-related assets, including gaming equipment, furniture,
fixtures, surveillance equipment, and all restaurant and bar furniture and
fixtures and furnishings; and any other items of personal property used in the
operation of the Double Eagle as of the date of this Agreement, a listing of
which will be mutually agreed upon between Southwest and CCRI before expiration
of the Due Diligence Period (as defined in Section       
of this Agreement), subject to updating through the Closing Date;


(b)           Assignment of all real estate and
other leases pertaining to the operation of the Double Eagle, and all other
material contracts, licenses (where applicable) and other written agreements
used in or related to the operation of the Double Eagle as of the date of this
Agreement (collectively, the “Contracts”), subject to the receipt of any
third-party consents, a listing of which Contracts will be mutually agreed upon
between Southwest and CCRI before expiration of the Due Diligence Period,
subject to updating through the Closing Date;


(c)           All cash in gaming machines, cash
registers or elsewhere in, or required to be in, the Double Eagle, and cash in
banks or financial institutions held for the account or benefit of the
operation of the Double Eagle, which must not be less than $3,300,000.00;


(d)           Except as otherwise provided in this
Agreement, all Accounts Receivable and Accounts Payable of CCRI relating to the
operation of the Double Eagle;


(e)           All books and records of CCRI
relating to operation of the Double Eagle;


(f)            All customer lists and profiles,
customer tracking lists and data, and any compilations thereof, and all mailing
lists;


(g)           All trademarks, trade names and
goodwill of the Double Eagle as of the Closing Date;


(h)           All of the Double Eagle’s sales
records, service records, and parts/equipment manuals;


(i)            All of the Double Eagle’s
advertising, promotional and training materials, signage, and sales displays
used to market, advertise and provide upkeep and betterment of the Double
Eagle;


(j)            All other intellectual property
rights and interests in the Double Eagle, including but not limited to any
copyright interests, trade dress, trademarks, trade names, service marks,
patents, and patent rights, and any and all licenses of the same;


(k)           All of the Double Eagle’s right,
title and interest in any website or Internet domain name used in connection
with operation of the Double Eagle;


(l)            Any and all permits, licenses and
certificates that are transferable and that are used in or useful to the
operation of the Double Eagle;



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(m)          All telephone numbers and directory
listings relating to the Double Eagle;


(n)           All computer software, computer
software licenses and source code(s) used in or relating to the Double Eagle;


(o)           Subject to the receipt of any
required third party consents, the benefit of and the right to enforce express
or implied warranties, if any, that CCRI is entitled to enforce with respect to
any of the Assets;


(p)           All insurance policies relating to
the Double Eagle;


(q)           All customer deposits on hand on the
Closing Date relating to the Double Eagle;


(r)            All of the Double Eagle’s accounts
with Internet advertisers and Internet database and search engines;


(s)           All memberships to associations that
allow such transfer;


(t)            Accounts receivable, adjusted as
stated in Section 12; and


(u)           Accounts payable, adjusted as stated
in Section 12.


Section
5.              Excluded Assets.
Southwest’s purchase of the Assets shall not include (a) four vehicles bearing
the following Vehicle Identification Numbers:                 ,
                          ,
                    ,
                          ,
(b) CCRI computers and cell phones then being used by Michael Smith and Gilbert
Sisneros, and (c) office furniture, books, art and related personal effects
owned by Michael Smith and Gilbert
Sisneros, each item of which is identified on Exhibit 5 to this Agreement. In
connection with the exclusion of these assets, CCRI will assume any outstanding
payment obligation related to these assets, including but not limited to any
purchase financing, insurance and licensing costs.


Section
6.              Assumed Liabilities.
For purposes of this Agreement, “Assumed Liabilities” means the following
liabilities and obligations of CCRI that Southwest will assume at the Closing:


(a)           all liabilities connected with the
operation of the Double Eagle under any leases, agreements and other Contracts
included in the Assets as stated in Section 4(b) of this Agreement; or


(b)           all liabilities otherwise identified
by highlighting on the consolidated balance sheet of CCRI to be attached to
this Agreement at Closing as Exhibit 4.


The parties specifically
understand and agree that except as provided in this Section 6 or otherwise in
this Agreement, Southwest will not assume any liabilities or obligations of
CCRI or the Double Eagle other than the Assumed Liabilities, and Pinnacle and
CCRI must indemnify 



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and hold Southwest
harmless from and against any liabilities or obligations other than the Assumed
Liabilities.


Section
7.              Asset Purchase Price.
As full payment for the sale and transfer of the Assets from CCRI to Southwest,
Southwest will pay to CCRI the aggregate amount of $4,000,000.00 (the “Asset Purchase Price”). The Asset Purchase
Price will be adjusted at the Closing for the prorations referred to in Section
12 of this Agreement.


Section
8.              Asset Purchase Price
Payment. Southwest will pay the Asset Purchase Price by
means of electronic funds transfer as follows:


(a)           On the later of (i)
December 29, 2006 or (ii) the date this Agreement, the Term Sheet, and the
lease between Southwest and CCRI governing the real property used in connection
with operation of the Double Eagle (collectively, the “Transaction Documents”)
are each signed by all parties to those agreements; Southwest will deposit $250,000
in an escrow account maintained at the law firm of Mulliken Weiner Karsh Berg
& Jolivet (the “Deposit”). If the transactions contemplated in this
Agreement fail to close on or before June 30, 2007, the Deposit will be
returned to Southwest unless Pinnacle is able to perform its obligations under
this Agreement and the transactions fail to close due to (a) the inability or
refusal of Southwest to perform its obligations under this Agreement or (b) the
failure of Southwest to complete the financing necessary to close the
transactions; in which case the Deposit will be paid to Pinnacle; and


(b)           The remaining $3,750,000 at the
Closing.


Section
9.              Prepaid Rent. In addition to the Asset
Purchase Price, Southwest will pay to CCRI, at Closing, prepaid rent in the
amount of $11,000,000, by means
of electronic transfer of funds.


Section
10.            Allocation of Asset
Purchase Price. Southwest and Pinnacle agree, and
Pinnacle agrees to cause CCRI to allocate the Asset Purchase Price for tax
purposes as agreed upon by the parties in consultation with their tax advisors
before the Closing Date. The parties agree to amend this Agreement to designate
an allocation of the Asset Purchase Price, which will be attached to this
Agreement as Exhibit 10, before the Closing Date. The parties will be
bound by that allocation for federal and state tax purposes, will file all
applicable tax returns and other required tax related schedules and documents,
and must not adopt or otherwise assert tax positions inconsistent with the
agreed upon allocation, provided however, that nothing in this Agreement
requires any party to violate any law, statute or regulation.


Section
11.            Closing; Possession.
The closing of the purchase of the Operations Purchase Right and the Assets and
Assumed Liabilities (the “Closing”) will take place simultaneous with the
closing of the CCRI Acquisition and at a time and location (which may include
an exchange of documents by electronic means from several locations) to be
determined by the parties on or before February 28, 2007 or at any later date
agreed to by Southwest and Pinnacle or, if Southwest, CCRI and Pinnacle have
not received all Regulatory Approvals (as defined below), the Closing will take
place within 10 business days after the date on which all Regulatory Approvals
(as defined below) have been received (the “Closing Date”). For purposes 



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of this Agreement, the
term “Regulatory Approvals” means all federal, state and local approvals,
licenses, and authorizations required by gaming, liquor licensing and other
authorities for Southwest to acquire and operate the Assets. Southwest’s
obligation to close on the purchase of the Assets is specifically conditioned
on obtaining all Regulatory Approvals, and on the additional conditions
precedent stated in Section 17 of this Agreement. All actions at the Closing
will be considered to be taken simultaneously, and no document, agreement, or
other legal instrument will be deemed to have been delivered until all items
that are to be delivered at the Closing have been delivered. At the Closing, in
addition to the deliveries required to be made by Southwest, Pinnacle and CCRI
in this Agreement, the parties will take any other actions and execute and
deliver any other instruments, documents and certificates that are contemplated
in this Agreement or as may reasonably be requested by any party in connection
with the consummation of the transactions contemplated in this Agreement. Possession
of the Assets shall be delivered to Southwest on the Closing Date, or on such
other date as Southwest and CCRI agree to in writing.


Section
12.            Southwest’s Due
Diligence Examination; Inspection. Commencing as of the
date that each and all of this Agreement, the Term Sheet between Southwest and
Pinnacle, and the lease between Southwest and Pinnacle that Pinnacle will cause
CCRI to enter into simultaneous with the closing of the CCRI Acquisition
governing the real property used in connection with operation of the Double
Eagle (collectively, the “Transaction Documents”) are signed by the parties, and
then continuing for a period of up to 30 days (the “Due Diligence Period”),
Southwest may conduct a due diligence examination of the Assets. During the Due
Diligence Period, Pinnacle will, and will cause CCRI to, provide Southwest and
its agents with full and complete access at any reasonable time to public and
private records relating to the Operations Purchase Right, the Assets, the
Assumed Liabilities, and the operations of the Double Eagle, and Pinnacle will,
and will cause CCRI to, use their best efforts to make all requested
information and records available to Southwest and its agents. In connection
with Southwest’s due diligence investigation, Southwest previously provided
Pinnacle and CCRI with a written request containing a general outline of the
scope of the due diligence examination Southwest wishes to conduct. Pinnacle
agrees to, and to cause CCRI to make all disclosures and provide all materials
as requested or contemplated in Southwest’s due diligence request. Pinnacle has
obtained authorization from CCRI to permit Southwest and its agents to enter
upon the Double Eagle premises in order to inspect and appraise the business,
land and improvements, provided, however, that Southwest and its agents must at
all times comply with applicable laws; indemnify, protect and hold CCRI
harmless from any and against any liability, damage, cost or expense incurred
by CCRI in connection with any inspection by Southwest; cause no harm or damage
to the business, land and improvements; and must not allow any liens to be
filed against the Double Eagle premises as a result of the activities of
Southwest and its agents. If Southwest, in its sole discretion, concludes that
its due diligence examination or inspection has revealed unsatisfactory
conditions, Southwest may (i) notify Pinnacle in writing and this Agreement
will terminate immediately and all parties will be released from all further
obligations under this Agreement, or (ii) provide Pinnacle, at least 7 days
before Closing, with a written description of any unsatisfactory condition(s)
that Southwest requires Pinnacle to correct and resolve or to cause CCRI to
correct and resolve. If this Agreement is terminated, or if the transaction
does not close, Southwest must return to Pinnacle and CCRI all materials provided
to Southwest by Pinnacle or CCRI in connection with Southwest’s due diligence
examination.



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Section
13.            Sales and Transfer Taxes
and Other Prorations. Pinnacle shall pay or cause CCRI to
pay any sales taxes payable as a result of the transactions contemplated in
this Agreement. In addition, the following items shall be prorated to the
Closing Date (the “Proration Date”):


(a)           Prepaid or unpaid premiums for those
insurance policies assigned to and accepted by Buyer;


(b)           General real estate taxes for 2006
based upon the then latest available levy and assessment;


(c)           Unpaid or prepaid municipal
impositions, if any, such as license and permit fees, wastewater fees, and
device fees;


(d)           Any other governmental or special
district taxes, levies and charges;


(e)           State and local personal property
taxes on the Assets, including without limitation gaming device fees;


(f)            All utility charges, including
without limitation water, gas, electric, sewer and other utility charges,
except that if there are meters on the land underlying the Double Eagle, then
the meters shall be read immediately before the Closing and CCRI shall pay
amounts due thereon, and there shall be no apportionment (utility deposits
shall be refunded to CCRI without proration, or CCRI shall be given credit for
such deposits at Closing);


(g)           Accounts Receivable of the Double
Eagle reflected on the books and records of CCRI;


(h)           Accounts Payable of the Double Eagle
reflected on the books and records of CCRI; and


(i)            Such other items as are customarily adjusted
in similar transactions.


Section
14.            Pinnacle’s
Representations, Warranties and Covenants regarding Pinnacle.
Pinnacle represents, warrants and covenants to Southwest, as of the date of
this Agreement and as of the Closing Date, as follows:


(a)           Organization, Authority and
Validity. Pinnacle is the sole owner of the Operations Purchase Right and
has the power and authority to enter into this Agreement and the related
documents and to sell the Operations Purchase Right on the terms and subject to
the conditions stated in this Agreement. This Agreement and the related
documents constitute valid and binding obligations of Pinnacle enforceable in
accordance with their terms.


(b)           No Conflicting Agreements. Pinnacle
is not a party to any contract, agreement or other obligation that is in or
will become in default or subject to any acceleration or penalty by reason of
the execution and consummation of this Agreement.



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(c)           Litigation; Administrative
Proceedings; Licensure. Except as stated on Schedule 13(c) to this
Agreement: (i) there is no present or threatened claim of any kind or nature
against or relating to the Operations Purchase Right; (ii) there is no present
or threatened dispute that adversely affects, or may adversely affect, the
Operations Purchase Right; and (iii) neither Pinnacle nor the Operations
Purchase Right are subject to any pending or threatened litigation, proceeding
or administrative or regulatory investigation.


(d)           Third Party Consents. Except
as stated on Schedule 13(d) to this Agreement, no consents or approvals are
required from any third party for Pinnacle to carry out the transactions
contemplated in this Agreement.


(e)           Brokers and Finders. Except
for Pinnacle’s agreement to pay half of the brokerage fee commission owed to
Grainger Realty, LLC under the Pinnacle Purchase Agreement, Pinnacle has not
authorized any person to act as financial advisor, broker, finder or other
intermediary that might be entitled to any fee, commission, expense
reimbursement or other payment of any kind from Southwest or CCRI as a result
of the transaction contemplated in this Agreement. Notwithstanding the
foregoing, Pinnacle understands, represents and warrants that CCRI and Pinnacle
are solely responsible for the payment of, and must pay, the Grainger Realty
commission and Pinnacle is solely responsible for the payment of, and must pay,
any other such commission.


Section
15.            Pinnacle’s and CCRI’s
Representations, Warranties and Covenants regarding CCRI.
Pinnacle represents, warrants and covenants to Southwest as of the date of this
Agreement and as of the Closing Date with respect to the Assets, and Pinnacle
agrees to cause CCRI, simultaneous with the closing of the CCRI Acquisition, to
represent, warrant and covenant to Southwest as of the Closing Date, as follows
:


(a)           Organization, Authority and
Validity. CCRI, Inc. is the sole owner of Double Eagle Resorts, Inc. and
Gold Creek Ventures, LLC and has the power and authority to enter into this
Agreement and the related documents and to cause Double Eagle Resorts, Inc. and
Gold Creek Ventures, LLC to enter into this Agreement and the related documents
and to sell the Assets on the terms and subject to the conditions stated in
this Agreement. This Agreement and the related documents constitute valid and
binding obligations of Colorado Casino Resorts, Inc. enforceable in accordance
with their terms.


Double Eagle
Resorts, Inc. and Gold Creek Ventures, LLC are, collectively, the sole owners
of all of the Assets and have the power and authority to sell the Assets on the
terms and subject to the conditions stated in this Agreement. This Agreement
and the related documents constitute valid and binding obligations of Double
Eagle Resorts, Inc. and Gold Creek Ventures, LLC.


(b)           No Violation. The execution
and delivery of this Agreement and the related documents and the consummation
of the transactions contemplated in this Agreement will not (i) result in a
breach of any of the terms and conditions, or constitute a default under, any
transferable mortgage, note, agreement, instrument or obligation to which CCRI
is subject, (ii) violate any existing law, regulation, order, writ, injunction
or decree of any court, administrative agency or governmental body affecting
CCRI or the Assets, (iii) constitute a breach or violation 



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of any organizational or
other document governing the affairs of CCRI or the Assets, (iv) result in the
creation of any lien or charge on any of the Assets, (v) result in the
acceleration of any debt owed by CCRI, or (vi) result in any lapse, cancellation
or actual or potential change in any zoning or permitted use governing the
Assets.


(c)           Litigation; Administrative
Proceedings; Licensure. Except as stated on Schedule 14(c) to this
Agreement: (i) there is no present or threatened claim of any kind or nature
against or relating to the Assets, including but not limited to claims arising
out of or in connection with the operation of the Double Eagle; (ii) there is
no present or threatened dispute that adversely affects, or may adversely
affect, the Assets; (iii) none of CCRI, the Assets or the Double Eagle are
subject to any pending or threatened litigation, proceeding or administrative
or regulatory investigation; and (iv) CCRI has maintained all licenses and
permits and has filed all registrations, reports, applications and other
documents required by local, state and federal authorities and regulatory
bodies in connection with the Assets and the operation of the Double Eagle.


(d)           Condition of the Assets. CCRI
has allowed Southwest full and free access to the Assets for the purpose of
inspection and due diligence examination regarding the same. Except as stated
on Schedule 14(d), the Assets are (a) in good operating condition and repair
with no material maintenance, repair or replacement having been deferred, and
(b) free from material defects, normal wear and tear excepted. CCRI is selling
the Assets free and clear of all encumbrances.


(e)           Licenses. CCRI holds all
licenses, permits and authorizations from governmental and regulatory
authorities that are required for the lawful operation of the Double Eagle as
presently conducted and have made the same available to Southwest.


(f)            Compliance. CCRI is in
compliance with all applicable ordinances, statutes, laws, regulations, orders,
codes, restrictions and rules, including but not limited to gaming, zoning,
building, fire, health, safety, sanitation, and environmental laws.


(g)           Third Party Consents. Except
as stated on Schedule 14(g) to this Agreement, no consents or approvals are
required from any third party under any Contracts, leases, or other agreements
to carry out the transactions contemplated in this Agreement. CCRI will use all
reasonable efforts to procure or obtain any third party consent required to
carry out the contemplated transactions on or before the Closing.


(h)           Environmental, Health and Safety
Matters. Except as stated on Schedule 14(h), CCRI has not received any
written or oral notice, report or other information regarding any actual or
alleged violation by CCRI of environmental, health or safety requirements, or
any liabilities or potential liabilities (whether accrued, absolute,
contingent, unliquidated or otherwise), including any investigatory, remedial
or corrective obligations, relating to CCRI or its facilities.


(i)            Material Contracts. The
material contracts used in the operation of the Double Eagle are listed on Schedule
14(i) to this Agreement and, subject to third-party consents where
applicable, will be assigned to Southwest at the Closing. For purposes of this
Section 14(i), a 



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material contract is any
contract (a) under which the Double Eagle is obligated to pay or will receive
more than $25,000 after the Closing Date, or (b) has a remaining term of more
than 1 year as of the Closing Date, or (c) contains a provision under which that
contract renews automatically and such renewal or renewals would cause the
contract to have a term greater than 1 year after the Closing Date. All of the
Contracts are in full force and effect in accordance with their stated terms
and are not in material default.


(j)            Title to Assets. Except as
stated on Schedule 14(j) to this Agreement, CCRI has good and marketable
title to all of the Assets. All liens and encumbrances disclosed on the Assets,
whether or not disclosed on Schedule 14(j) will be extinguished before or at
the Closing and CCRI will convey title to the Assets to Southwest at Closing,
free and clear of liens, security interests, charges and encumbrances. CCRI
agrees not to dispose of or encumber any of the Assets, except in the ordinary
course of business consistent with past practices, before the date of Closing.


(k)           Brokers and Finders. Except
for Grainger Realty, LLC, CCRI has not authorized any person to act as
financial advisor, broker, finder or other intermediary that might be entitled
to any fee, commission, expense reimbursement or other payment of any kind from
CCRI or Southwest. Notwithstanding the foregoing, CCRI understands, represents
and warrants that CCRI and Pinnacle are solely responsible for the payment of,
and must pay, the Grainger Realty commission and the CCRI is solely responsible
for the payment of, and must pay, any other such commission.


(l)            Stand-Still. CCRI will not
(i) make nor cause to be made any material change in the operation of the
Double Eagle, (ii) increase expenses, debts or liabilities except in the
ordinary course of business consistent with past practice, (iii) remove or
cause to be removed from the Double Eagle premises any equipment located on the
premises, except with respect to Excluded Assets, (iv) enter into any new or
additional financing arrangement(s) relating to the Assets, (v) make any
material purchase that is in nature or amount outside the normal course of the
Double Eagle’s business, or (vi) hire or solicit for employment any employee of
CCRI, the Double Eagle or Gold Creek, including any employee whose job
responsibilities include work related to both the Double Eagle Hotel and Casino
and the Creeker’s casino in Cripple Creek, Colorado.


(m)          Related Party Transactions. CCRI
has disclosed to Southwest all related party transactions to which CCRI and its
principals, or any of them, are parties. CCRI will not increase any payments to
insiders, current owners, or current management, and will not reduce the Assets
except in the ordinary course of business consistent with past practice.


(n)           Accounts Payable. A listing of
CCRI’s accounts payable as of the last day of October 2006, none of which may
be outstanding for more than 30 days, is attached to this Agreement as Schedule
14(n). At Closing, CCRI will deliver to Southwest an updated listing of
accounts payable as of the Closing Date, which also must not include any
account or obligation outstanding for more than thirty (30) days. If any
account payable has been outstanding for more than 30 days as of the Closing
Date and a reserve for payment of that amount has not been established and
funded by CCRI before the Closing, the Asset Purchase Price will be reduced by
the amount so outstanding.



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Section
16.            Southwest’s
Representations, Warranties and Covenants. Southwest
represents, warrants and covenants to CCRI as follows as of the date of this
Agreement and as of the Closing Date:


(a)           Organization, Authority and
Validity. Southwest has the power and authority to enter into this
Agreement and the related documents. This Agreement and the related documents
constitute valid and binding obligations of Southwest enforceable in accordance
with their terms.


(b)           No Conflicting Agreements. Southwest
is not a party to any contract, agreement or other obligation that is in or
will become in default or subject to any acceleration or penalty by reason of
the execution and consummation of this Agreement.


(c)           Brokers and Finders. Southwest
has not authorized any person to act as financial advisor, broker, finder or
other intermediary that might be entitled to any fee, commission, expense
reimbursement or other payment of any kind from Southwest or CCRI as a result
of the transaction contemplated in this Agreement.


Section
17.            Conditions Precedent to
Southwest’s Obligation to Close. The obligation of
Southwest to close the transactions contemplated in this Agreement at the
Closing is subject to the satisfaction before or at the Closing, or waiver by
Southwest (which waiver is in Southwest’s sole and absolute discretion) of each
of the following conditions:


(a)           Each and every representation and
warranty by Pinnacle and CCRI in this Agreement and the related documents must
be true and accurate in all material respects as of the date of this Agreement
and the Closing Date. Each and every representation and warranty by Pinnacle
and CCRI will be deemed to have been made again by Pinnacle and CCRI,
respectively, at and as of the Closing, including in particular the representations
made by CCRI in Sections 14(l) and (m) of this Agreement;


(b)           Pinnacle and CCRI must have performed
and complied with all covenants, agreements and conditions that Pinnacle and
CCRI, respectively, are required to perform or comply with at or before the
Closing under this Agreement;


(c)           Pinnacle and CCRI must have furnished
to Southwest all documents Pinnacle and CCRI, respectively, are required to
deliver to Southwest under this Agreement, including evidence of the
termination of all liens and encumbrances and clear title to the Assets in a
form reasonably acceptable to Southwest;


(d)           Southwest must have obtained
financing for the transaction contemplated in this Agreement on terms and
subject to conditions satisfactory to Southwest in its sole and absolute
discretion;


(e)           Southwest must have entered into a
lease for the real property on and in which the Double Eagle operates with CCRI
on terms no less favorable to Southwest than the terms stated in the Term
Sheet;



 11
 






 



(f)            All consents, approvals, and waivers
required to consummate the transactions contemplated in this Agreement and the
related documents must have been obtained, and those consents, approvals and
waivers must not materially alter or change the terms of the underlying
obligations in any way detrimental to Southwest;


(g)           Southwest must have completed, to
Southwest’s satisfaction in its sole and absolute discretion, the due diligence
examination and inspection described in Section 11 of this Agreement, including
reaching agreement on the list of Inventory and Contracts and on the
adjustments described in this Agreement;


(h)           Southwest must have received evidence
of the due authorization and execution of this Agreement and the related
documents by Pinnacle and CCRI in form and substance reasonably satisfactory to
Southwest;


(i)            Southwest’s Board of Directors must
have approved the Transaction Documents and the transactions;


(j)            Southwest, Pinnacle and CCRI must
have received all Regulatory Approvals necessary to effect the purposes of this
Agreement and permit Southwest to acquire the Assets of, and operate, the
Double Eagle, including without limitation all approvals, authorizations,
licenses and permits required by the Colorado Limited Gaming Control Commission
and the Colorado Division of Gaming, and all other gaming regulatory agencies
that have jurisdiction with respect to the transaction, Southwest, Pinnacle,
CCRI or the Double Eagle;


(k)           Immediately before Closing, CCRI must
have, in the presence of Southwest’s designated representative(s), physically
counted all cash located gaming machines, cash registers or elsewhere in, or
required to be in, the Double Eagle, and Southwest must have been given by CCRI
a current accounting of all cash in banks or financial institutions for the
account or benefit of the Double Eagle and the Assets.


Section
18.            Conditions Precedent to
CCRI’s Obligation to Close. The obligation of Pinnacle to
cause CCRI to close the transactions contemplated in this Agreement and the
obligation of CCRI to close the transactions contemplated in this Agreement at
the Closing is subject to the satisfaction before or at the Closing, or waiver
by CCRI (which waiver is in CCRI’s sole and absolute discretion) of each of the
following conditions:


(a)           Payment of the Asset Purchase Price
and Prepaid Rent by Southwest in accordance with the terms of this Agreement;


(b)           Southwest and Pinnacle must have
furnished to CCRI all documents required to be delivered by Southwest and
Pinnacle, respectively, under this Agreement;


(c)           Each and every representation and
warranty by Southwest in this Agreement and the related documents must be true
and accurate in all material respects as of the date of this Agreement and the
Closing Date. Each and every representation and warranty by Southwest will be deemed
to have been made again by Southwest, respectively, at and as of the Closing;



 12
 






 



(d)           Southwest must have performed and
complied with all covenants, agreements and conditions that Southwest and
Pinnacle, respectively, are required to perform or comply with before or at the
Closing;


(e)           CCRI must have received evidence of
the due authorization and execution of this Agreement and the related documents
by Southwest in form and substance reasonably satisfactory to CCRI.


Section
19.            Conditions Precedent to
Pinnacle’s Obligation to Close. The obligation of
Pinnacle to close the transactions contemplated in this Agreement and to cause
CCRI to close the transactions contemplated in this Agreement at the Closing is
subject to the satisfaction before or at the Closing, or waiver by Pinnacle
(which waiver is in Pinnacle’s sole and absolute discretion) of each of the
following conditions:


(a)           Payment of the Operations Purchase
Right Purchase Price in accordance with the terms of this Agreement;


(b)           Southwest must have furnished to
Pinnacle all documents required to be delivered by Southwest, respectively,
under this Agreement;


(c)           Each and every representation and
warranty by Southwest in this Agreement and the related documents must be true
and accurate in all material respects as of the date of this Agreement and the
Closing Date. Each and every representation and warranty by Southwest will be
deemed to have been made again by Southwest, respectively, at and as of the
Closing;


(d)           Southwest must have performed and complied
with all covenants, agreements and conditions that Southwest, respectively, are
required to perform or comply with before or at the Closing;


(e)           Pinnacle must have received evidence
of the due authorization and execution of this Agreement and the related
documents by Southwest in form and substance reasonably satisfactory to
Pinnacle.


Section
20.            Employees of CCRI.
The parties shall follow the following procedure in dealing with the employees
and independent contractors of CCRI regarding employment after the Closing:


(a)           Pinnacle will deliver or cause CCRI
to deliver to Southwest, during the Due Diligence Period, a list setting forth
the names, titles, length of service, compensation, and benefits of employees
or independent contractors who are employed or utilized by CCRI in connection
with the operation of the Double Eagle as of the date the list is provided to
Southwest. Southwest will review the information and designate, in its sole
discretion, those employees and independent contractors Southwest wishes to
hire upon closing of the acquisition contemplated in this Agreement (the “Designated
Employees/Contractors”). The names of the Designated Employees/Contractors will
be attached to this Agreement as Exhibit 20. On or before the Closing
Date, Southwest will offer employment to each Designated Employee/Contractor. These
offers and subsequent employment by Southwest will be 



 13
 






 



conditioned upon the
consummation of the Closing as contemplated in this Agreement and stipulate
that Designated Employees/Contractors who accept Southwest’s offer of
employment will voluntarily resign their current employment or independent
contractor relationship with CCRI and be hired by Southwest effective as of
12:01 a.m. on the day after the Closing Date. Southwest will assume and honor
all accrued obligations of CCRI to the Designated Employee/Contractors
employees, including existing pay scales, accrued vacations, sick leave,
benefits, bonuses, and employee benefits, if any. CCRI will retain
responsibility for, and indemnify Southwest against, all claims of whatever
nature asserted by employees who are not Designated Employees/Contractors and
who are not hired by Southwest.


(b)           Pinnacle must cause CCRI to
coordinate with Southwest the communication of all information about the
transactions contemplated in this Agreement provided to employees and
communications of employment offers to employees or independent contractors of
CCRI, provided however that this subsection 20(b) must not be construed to
require Southwest and CCRI to act jointly at any time.


(c)           Nothing in this Section 20 is
intended to confer, nor will it confer, any rights or benefits upon any person
other than Southwest and CCRI.


Section
21.            Pre-Closing Activities.
Southwest and Pinnacle agree as follows with respect to the period between
execution of this Agreement and Closing:


(a)           General. Each of the parties
will use reasonable good faith efforts to take all actions and to do all things
necessary in order to consummate and make effective the transactions contemplated
in this Agreement and the related documents.


(b)           Preservation of Business. Pinnacle
must cause CCRI to use its best efforts to keep the business and the Assets
intact, including present operations, physical facilities, working conditions,
and relationships with customers, clientele, lessors, licensors, suppliers,
regulatory bodies, and employees, and Pinnacle will cause CCRI and the Double
Eagle not to engage in any practice, take any actions, or enter into any
transactions outside the ordinary course of business, as more specifically
stated in Sections 15(l) and (m) of this Agreement.


(c)           Full Access. Pinnacle will
cause CCRI to permit Southwest and representatives of Southwest to have full
access at reasonable times, and in a manner so as not interfere with the normal
business operations of the Double Eagle, to all premises, properties,
personnel, books, records (including tax records), contracts, and documents of
or pertaining to the Assets and the Double Eagle.


Section
22.            Deliveries by Pinnacle
at Closing. At the Closing, Pinnacle will deliver or
cause to be delivered to Southwest and CCRI the following:


(a)           An executed copy of this Agreement;


(b)           Any other agreement or document
required by the terms of this Agreement or reasonably requested by Southwest or
CCRI in order to consummate the transactions contemplated in this Agreement.



 14
 






 



Section
23.            Deliveries by CCRI at
Closing. At the Closing, CCRI will deliver or cause to be
delivered to Southwest the following:


(a)           An executed copy of this Agreement, which
CCRI will also provide to Pinnacle;


(b)           Bills of Sale, Assignment and
Assumption Agreements, and other instruments necessary to transfer good and
marketable title in and to the Assets to Southwest free and clear of any liens
or encumbrances;


(c)           An executed original of an Assignment
and Assumption of Leases and Contracts;


(d)           An executed original of an Assignment
and Assumption of Trade Name(s);


(e)           An executed original of an Assignment
and Assumption of Internet Domain Name(s);


(f)            Any other agreement or document
required by the terms of this Agreement or reasonably requested by Southwest or
Pinnacle in order to consummate the transactions contemplated in this
Agreement.


Section
24.            Deliveries by Southwest
to CCRI at Closing. At the Closing, Southwest will
deliver or cause to be delivered to CCRI the following:


(a)                                  An
executed copy of this Agreement;


(b)                                 Cash
in the amount of the Asset Purchase Price in the form of a wire transfer to
CCRI as stated in Section 8 of this Agreement;


(c)                                  Cash
in the amount of the Prepaid Rent in the form of a wire transfer to CCRI as
stated in Section 9 of this Agreement;


(d)           An executed original of an Assignment
and Assumption of Leases and Contracts;


(e)           An executed original of an Assignment
and Assumption of Trade Name(s);


(f)                                    An
executed original of an Assignment and Assumption of Internet Domain Name(s);
and


(g)           Any other agreement or document
required by the terms of this Agreement.


Section
25.            Deliveries by Southwest
to Pinnacle at Closing. At the Closing, Southwest will
deliver or cause to be delivered to Pinnacle the following:


(a)                                  An
executed copy of this Agreement;



 15
 






 



(b)           Notes in the principal amount of the
$7,625,000.00 as stated in Section 2 of this Agreement;


(c)           Cash in the amount of $1,000,000.00
in the form of a wire transfer to Pinnacle as stated in Section 3 of this
Agreement; and


(d)                                 Any
other agreement or document required by the terms of this Agreement.


Section
26.            Survival of
Representations and Warranties. The representations and
warranties of Southwest, Pinnacle and CCRI in this Agreement and in any
instrument delivered under this Agreement shall survive the Closing. If
Pinnacle receives knowledge after execution of this Agreement and before
Closing that any material representation or warranty of Southwest in this
Agreement is untrue, then Pinnacle may, in its sole and absolute discretion,
terminate this Agreement and require Southwest to pay to Pinnacle, as Pinnacle’s
sole and exclusive remedy and in the form of liquidated damages and not as
penalty, the Deposit in the amount of $250,000.00 described in Section 9 of
this Agreement. If Southwest receives knowledge after execution of this
Agreement and before Closing that any material representation or warranty of
Pinnacle or CCRI in this Agreement is untrue, then Southwest may, in its sole
and absolute discretion, terminate this Agreement and require Pinnacle to pay
Southwest, as Southwest’s sole and exclusive remedy and in the form of
liquidated damages and not as penalty, $250,000.00. If Pinnacle acquires
knowledge after Closing of any breach of any representation or warranty by
Southwest in this Agreement, Pinnacle may bring an action to recover its actual
damages arising in connection with that breach. If Southwest acquires knowledge
after Closing of any breach of any representation or warranty by Pinnacle or
CCRI in this Agreement, Southwest may bring an action to recover its actual
damages arising in connection with that breach.


Section
27.            Defaults and Remedies.
Time is of the essence in this Agreement. If any obligation under this
Agreement is not performed as provided in this Agreement, and if that
non-performance is not cured by the non-performing party within 10 days after
the receipt of written notice of default from the other party, the following remedies
will be available:


(a)           Southwest’s Default. Southwest,
Pinnacle and CCRI acknowledge that Pinnacle’s damages and, after the closing of
the CCRI Acquisition and execution of this Agreement by CCRI only CCRI’s
damages, would be difficult or impossible to determine if Southwest fails to
perform its obligations under this Agreement, and agree that if a default by
Southwest is caused by any reason other than the inability of Southwest, after
making all commercially reasonable efforts to do so, to complete the financing
necessary to pay the Asset Purchase Price and Prepaid Rent, Pinnacle’s and,
after the closing of the CCRI Acquisition and execution of this Agreement by
CCRI only, CCRI’s sole and exclusive remedies will be, in their sole and
absolute discretion, to (i) to treat this Agreement as being in full force and
affect, in which event Pinnacle and CCRI will have the right to an action for
specific performance, or (ii) treat this Agreement as terminated and to require
Southwest to pay to Pinnacle, in the form of liquidated damages and not as
penalty, the Deposit in the amount of $250,000.00 described in Section 9 of
this Agreement. If either Pinnacle or CCRI elects to require specific
performance of this Agreement, the other party is required to choose that same
remedy.



 16
 






 



(b)           Pinnacle’s Default. Southwest,
Pinnacle and CCRI acknowledge that Southwest’s damages would be difficult or
impossible to determine if Pinnacle or CCRI fails to perform its obligations
under this Agreement, and agree that if a default by Pinnacle or CCRI is caused
by any reason other than the inability of Pinnacle, after making all
commercially reasonable efforts to do so, to complete the financing necessary
to close the CCRI Acquisition, Southwest may elect (i) to treat this Agreement
as being in full force and affect, in which event Southwest will have the right
to an action for specific performance, or (ii) to treat this Agreement as
terminated and to require Pinnacle to pay to Southwest, in the form of
liquidated damages and not as penalty, $250,000.00. In addition, if Pinnacle
fails to perform its obligations under this Agreement for any reason, including
without limitation Pinnacle’s inability to complete the financing necessary to
close the CCRI acquisition, Pinnacle, by entering into this Agreement, waives
any claim for damages or compensation against Southwest or the current
shareholders of CCRI in connection with any subsequent negotiations between
Southwest and CCRI regarding acquisition of the Double Eagle.


(c)           CCRI’s Default. If, after the
closing of the CCRI Acquisition and entering into this Agreement, CCRI is in
default under this Agreement, Southwest may elect (i) to treat this Agreement
as being in full force and effect, in which event Southwest shall have the
right to an action for specific performance, or (ii) to treat this Agreement as
terminated and to require Pinnacle to pay to Southwest, in the form of
liquidated damages and not as penalty, $250,000.00


Section
28.            Risk of Loss.
Pending Closing, Pinnacle will cause CCRI to keep all presently existing
insurance covering the Double Eagle and the Assets in effect. All risk of loss
will remain with Pinnacle and CCRI until the successful Closing. If the Double
Eagle real property or the Assets are damaged by fire or other casualty before
the time of Closing in an amount not more than 10% of the total of the
Operations Purchase Right Purchase Price and the Asset Purchase Price and the
Prepaid Rent (the “Aggregate Price”), Pinnacle is obligated to cause CCRI to
repair same before Closing or within 30 days after the Closing Date. If the
damage cannot be repaired within 30 days, or if the damage exceeds 10% of the
Aggregate Price, Southwest may, in its sole discretion, terminate this
Agreement and Pinnacle will be relieved of any and all duties under this
Agreement.


Section
29.            General.


(a)           Parties Obligated and Benefited;
Assignment. Subject to the limitations stated below, this Agreement binds
and inures to the benefit of the parties and their respective assigns and
successors in interest. No other person will be entitled to any of the benefits
conferred by this Agreement. No party may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties.


(b)           Expenses. Each of Southwest
and Pinnacle shall pay their own costs and expenses, including attorney’s fees,
in connection with the transactions contemplated in this Agreement. Pinnacle
shall pay or cause CCRI to pay the costs and expenses, including attorney’s
fees, incurred by CCRI in connection with the transactions contemplated in this
Agreement.



 17
 






 



(c)           Notices. Any notice, request,
instruction or other document to be given under this Agreement must be in
writing and will be effective (i) upon personal delivery, or (ii) 5 days after
given by facsimile or mailed first-class, postage prepaid, registered or
certified mail, as follows:


	
  

  	
  If to Southwest:

  	
   

  	
  With a copy to:

  
	
   

  	
  Mr. Thomas E.
  Fox

  Southwest Casino Corporation

  2001 Killebrew Drive, Suite 350

  Minneapolis, MN 55425

  (952) 853-9990

  	
   

  	
  Thomas Snook, Esq.

  General Counsel

  Southwest Casino Corporation

  2001 Killebrew Drive, Suite 350

  Minneapolis, MN 55425

  (952) 853-9990

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to Pinnacle:

  	
   

  	
  With a copy to:

  
	
   

  	
  Dorian N. Lange

  2127 University Park Drive

  Suite 300

  Okemos, MI 48864

  (517) 349-7200

  	
   

  	
  Richard F. Fabiano

  6629 Denham Court SE

  Grand Rapids, MI 49546

  (616) 481-2756

  



 


(d)           Attorneys’ Fees. If any action
or suit is brought based upon or arising out of any alleged breach by any party
of any representation, warranty, covenant or agreement in this Agreement, the
prevailing party or parties will be entitled to recover reasonable attorneys’
fees and other costs of that action or suit from the other party.


(e)           Time. If the last day
permitted for the performance of any act required or permitted under this
Agreement falls on a Saturday, Sunday, or legal holiday, the time for
performance will be extended to the next business day. Time periods under this
Agreement will exclude the first day and include the last day of such time
period.


(f)            Waiver. Neither this
Agreement nor any of its provisions may be waived except in writing. The
failure of any party to enforce any right arising under this Agreement on one
or more occasions will not operate as a waiver of that or any other right on
that or any other occasion.


(g)           Governing Law; Venue. This
Agreement is governed by the laws of the state of Colorado. Any litigation with
respect to this Agreement or the transactions contemplated hereby shall be
conducted in the District Court in and for Teller County, Colorado, and the
parties expressly submit themselves to the exclusive jurisdiction of that court
for the resolution of all disputes under this Agreement.


(h)           Further Assurances. From and
after the Closing, each party agrees to, from time to time, execute,
acknowledge, verify and deliver any further instruments and documents, and take
any further action, that the other party reasonably requests to more fully
effect and evidence the transactions contemplated in this Agreement and the
purpose and intent of this Agreement.



 18
 






 



(i)            Counterparts. This Agreement
may be executed in two or more counterparts, each of which will be deemed an
original, but all of which executed counterparts together constitute one and the
same instrument. This Agreement may be executed by delivery of electronic
facsimiles of signatures, which facsimiles will have the same legal effect as
original signatures.


(j)            Entire Agreement; Modification.
This Agreement, including all Exhibits to this Agreement and all Bills of Sale
and other agreements and instruments delivered under this Agreement, contain
the entire understanding of the parties with respect to the subject matter of
this Agreement and supersede all prior or contemporaneous written and oral
negotiations, understandings or agreements. This Agreement may be amended or
modified only in writing signed by Southwest and Pinnacle.


(k)           Severability. If any provision
of this Agreement is held invalid or unenforceable, the other provisions of this
Agreement will continue in full force and effect, and the validity and
enforceability of this Agreement and those other provisions will not be
adversely affected.


(l)            Section and Other Headings. Section
and other headings in this Agreement are for reference purposes only and are to
be ignored in any construction of the provisions of this Agreement.


IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.


	
  SOUTHWEST EAGLE, LLC

  	
   

  	
  PINNACLE CASINOS AND RESORTS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas E. Fox

  	
   

  	
  By:

  	
  /s/ Dorian N. Lange

  
	
  Its:

  	
  President

  	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  To be executed upon acquisition of 

  CCRI by Pinnacle Casinos and Resorts, LLC:

  	
   

  	
   

  	
   

  
	
  COLORADO CASINO RESORTS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  /s/ Richard F. Fabiano

  
	
  Its:

  	
   

  	
   

  	
   

  	
  Richard F. Fabiano

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DOUBLE EAGLE RESORTS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  /s/ Frank R. Spadafore

  
	
  Its:

  	
   

  	
   

  	
   

  	
  Frank R. Spadafore

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 19
 






 



 


	
  GOLD CREEK VENTURES, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  /s/ Dorian N. Lange

  
	
  Its:

  	
   

  	
   

  	
   

  	
  Dorian N. Lange

  



 



 20