**Exhibit 10.24****EXECUTIVE EMPLOYMENT AGREEMENT**THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of thisseventh (7th) day of January, 2008 (the “Effective Date”), by BLACK GAMING, LLC,a Nevada limited liability company, (the “Company”), and SEAN McKAY (the“Executive”).**RECITALS**WHEREAS, the Company desires to employ the Executive on the terms and conditions set forthherein; andWHEREAS, the Executive desires to accept employment with the Company on the terms andconditions set forth herein.NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and forother good and valuable consideration, the Company and the Executive (each a “Party” andcollectively the “Parties”) agree that the foregoing recitals are true and as follows:**AGREEMENT**1. DEFINITIONS: In addition to certain terms defined elsewhere in this Agreement, the followingterms shall have the following respective meanings:1.1 “Affiliate” shall mean any Person who controls, is controlled by, or is undercommon control with the Company.1.2 “Annual Bonus” shall mean the bonus payable to Executive on an annual basis, asoutlined in Section 3.2, below.1.3 “Performance Bonus” shall mean the bonus payable to Executive as outlined in Section 3.3,below.1.4 “Annual Review” shall have the meaning as provided in Section 3.1.1.5 “Base Salary” shall have the meaning as provided in Section 3.1.1.6 “Buyout Payment” shall have the meaning as provided in Section 7.1.7 “Cause” shall mean that the Executive:
 
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 (a) has been charged with or convicted of anyfelony, or charged with or convicted of any misdemeanorinvolving fraud, theft, embezzlement, dishonesty or moralturpitude during the Term;  (b) has been found unsuitable to hold a gaminglicense by a Gaming Authority;  (c) has failed to abide by the Company’spolicies and procedures that are reasonably and consistentlyenforced;  (d) has engaged in misconduct, failed to followa reasonable directive, including any reasonable directivegiven by the Company, or engaged in material inattention tothe Company’s business;  (e) has failed to perform the duties required ofthe Executive up to the standards established by the Company;   (f) has materially breached this Agreement;  (g) has engaged in acts or omissions thatconstitute gross negligence or willful misconduct resulting,in either case, in material economic harm to the Company; or   (h) has engaged in excessive absenteeism. 1.8 “Change in Control” shall be deemed to have occurred if (a) there is a sale orexchange of outstanding stock of any class, as applicable, or membership interest in the Company toa third party, the result of which leaves the Existing Majority Equity Holder with less than 50% ofthe beneficial ownership in the surviving entity(ies); (b) there is a sale of all or substantiallyall of the assets of the Company; or (c) Robert R. Black, Sr. is no longer the Chief ExecutiveOfficer or equivalent of the Company as a going gaming concern. For purposes of this Section 1.8,“beneficial ownership” shall have the same meaning as defined in Rules 13d-13d-5 under theSecurities Exchange Act of 1934, as amended, except that a Person shall be deemed to have“beneficial ownership” of all shares or membership interest that any such Person has the right to acquire, whether such right is immediatelyexercisable or only after the passage of time.
 
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1.9 “Company Property” shall mean all items and materials that are created,compiled, existing, or received by the Company during the course of the Executive’s employment withthe Company, all items and materials provided by the Company to the Executive, or to which theExecutive has access, in the course of his employment, including, without limitation, all files,records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment,computer disks, videotapes, drawings, blueprints, other similar items relating to or emanating fromthe Company, its Affiliates or their respective customers, whether prepared by the Executive orothers, and any and all copies, abstracts and summaries thereof.1.10 “Competing Business” shall mean any Person engaged in the gaming industry thatdirectly or through an affiliate conducts or has, before or during the Term, publicly announcedplans to conduct its gaming business within the Restricted Area.1.11 “Confidential Information” shall mean all nonpublic and/or proprietaryinformation respecting the business of the Company or any Affiliate, including, without limitation,its patrons, customer lists, products, programs, projects, promotions, marketing plans andstrategies, business plans or practices, business operations, employees, invitees, research anddevelopment products or information, intellectual property, software, databases, trademarks,pricing information and accounting and financing data. Confidential Information also shall includeinformation concerning the Company’s or any Affiliate’s customers, such as their identity, address,preferences, playing patterns and ratings or any other information kept by the Company or anyAffiliate concerning its customers regardless of whether such information has been reduced todocumentary or tangible form. Confidential Information does not include information that is, orbecomes, available to the general public unless such availability occurs through an unauthorizedact on the part of the Executive.1.12 “Disability” shall mean a physical or mental incapacity that occurs during theTerm that prevents the Executive from performing, with reasonable accommodation, the essentialfunctions of his position with the Company for a minimum period of ninety (90) days. In the Eventof Disability, the Executive hereby agrees to submit to medical examinations by a licensedhealthcare professional selected by the Company, in its sole discretion, to determine whether aDisability exists. In addition, the Executive may submit to the Company documentation of aDisability, or lack thereof, from a licensed healthcare professional of his choice. Following adetermination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, the other Party may submit subsequentdocumentation relating to the existence of a Disability from a licensed healthcare professionalselected by such other Party. In the event that the medical opinions of such licensed healthcareprofessionals conflict, such licensed healthcare professionals shall appoint a third licensedhealthcare professional to examine the Executive, and the opinion of such third licensed healthcareprofessional shall be dispositive.
 
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1.13 “Existing Majority Equity Holder” shall mean Robert R. Black, Sr.1.14 “Gaming Authorities” shall mean the federal, state and local governmental,regulatory and administrative authorities, agencies, boards and officials responsible for orinvolved in the regulation of gaming or gaming activities in any jurisdiction and, within the Stateof Nevada, specifically, the Nevada Gaming Commission and the Nevada State Gaming Control Board.1.15 “Good Reason” shall mean and exist if, without the Executive’s prior writtenconsent, one or more of the following events occurs: (a) the Executive is required to relocate from,or maintain his principal office outside of, Clark County,Nevada;  (b) the Executive is given or is assignedsignificant duties or responsibilities that are inconsistent,in any material respect, with the position of ChiefAccounting Officer;  (c) the Company fails to agree to or to actually indemnifythe Executive for his actions and/or inactions, as either adirector or an officer of the Company, in accordance withNevada law and specifically NRS Chapter 78 and NRS Chapter86, as applicable, and/or the Company fails to maintaincommercially reasonable levels of directors’ and officers’liability insurance coverage for the Executive when suchinsurance is available. 1.16 “Membership Interest” shall mean the membership interest held by any member ofthe Company.
 
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1.17 “NRS” shall mean the Nevada Revised Statutes, as amended.1.18 “Person” shall mean a natural person, any form of business and any othernon-governmental legal entity including, but not limited to, a corporation, partnership, trust, orlimited liability company.1.19 “Restricted Area” shall mean the area within a 25 mile radius of any casinooperated by the Company or any of its affiliates or within a 25 mile radius of any site for whichthe Company or any of its affiliates has applied for a gaming license during the RestrictionPeriod.1.20 “Restriction Period” shall mean the period expiring at 11:59 p.m. on that dateimmediately preceding the two (2) year anniversary of the effective date of (a) the termination ofthis Agreement by the Company with or without Cause; (b) the termination of this Agreement by theExecutive with or without Good Reason; or (c) a Buyout Payment.1.21 “Term” shall have the meaning as provided in Section 2.2.1.22 “Voting Stock” shall mean capital stock of any class or classes having generalvoting power under ordinary circumstances, in the absence of contingencies, to elect the directorsof a corporation.2. TERM; POSITION AND RESPONSIBILITIES.2.1 Employment Accepted. The Company hereby employs the Executive, and the Executivehereby accepts employment with the Company, for the Term, in the position and with theresponsibilities set forth in Section 2.3 and upon such other terms and conditions as are stated inthis Agreement.2.2 Term. This Agreement shall be for a term of three (3) years commencing on theEffective Date and expiring at 11:59 p.m. on that date immediately preceding the three (3) yearanniversary of the Effective Date, unless earlier terminated as provided herein (the“Term”). In the event the Executive continues to perform work for the Company after theexpiration of the Term, in the absence of a new written employment agreement between the Parties,such employment will be at-will, meaning either Party may terminate the employment at any time,with or without cause or notice.2.3 Responsibilities. During the Term, the Executive shall be employed as theChief Accounting Officer of the Company and shall have such responsibilities as are commensuratewith the title of Chief Accounting Officer. During the Term, the Executive shall devote his full time and attention to the business and affairs of the Companyand shall use commercially reasonable efforts, skills and abilities to promote the Company’sinterests. Anything set forth herein to the contrary notwithstanding, the Executive shall not beprecluded from engaging in charitable and community affairs and managing his personal investments.
 
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3. COMPENSATION.3.1 Base Salary. During the Term, the Executive shall be entitled to a base salary(the “Base Salary”) payable no less frequently than in equal bi-weekly installments (each,an “Installment”) at an annualized rate of ONE HUNDRED EIGHTY THOUSAND DOLLARS($180,000.00). During the Term, the Base Salary shall be reviewed annually for increase (but notdecrease) by the Company. In conducting such annual review (the “Annual Review”), theCompany shall take into account any change in the Executive’s responsibilities, increases in thecompensation of other executives of the Company or of any Affiliate (or of any competitor(s) ofeither or both), the performance of the Executive and/or any other pertinent factors. Upon eachanniversary date of the Effective Date of this Agreement, the Executive’s Base Salary shallincrease a minimum of five per cent (5%), though any increase in the Base Salary may be greater if,in the Company’s discretion, an increase greater than five percent (5%) is warranted after theExecutive’s annual review. If an increase is approved by the Company, then such increased BaseSalary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.3.2 Annual Bonus. If the Executive is still employed by the Company at the time itfiles its third (3rd) quarter financial reports each year of the Term, Executive shallreceive a bonus in the amount of twenty-five percent (25%) of his Base Salary. Provided, however,that Executive shall only be entitled to the Annual Bonus if he has completed the following two (2)performance goals to the satisfaction of the Company:a.) successful completion and submission of Company’s 10K report, as well as related andnecessary documents, to the U.S. Securities Exchange Commission by appropriate filing deadlines;andb.) successful and planning and execution of any quarterly conference calls for noteholders,debtholders and analysts, as called for by the Company.
 
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For purposes of the Annual Bonus to be earned in 2008 only, the Executive shall also successfullycomplete refinancing of the Wells Fargo Foothill Credit Facility debt currently owed by thecompany.Payment of the bonus outlined in this Subsection shall be made no later than December31st of each year of the Term.3.3 Performance Bonus: Beginning in 2009, and provided that Executive is stillemployed by the Company at the time it files its 10K report for each Fiscal Year during the Term,Executive shall be entitled to an additional bonus based on Company net earnings for each priorFiscal Year, before taking into account interest, taxes, depreciation, gains and losses on disposalof assets, non cash charges not normal in the course of business and non-operating income andlosses (“EBITDA”). The amount of the bonus Executive is to receive shall be dependant on theCompany’s EBITDA reaching the targets below, but in no case is the performance bonus to exceed$25,000.00.     **Target EBITDA** **Bonus Amount**      $22 million $5,000.00 $23 million $10,000.00 $24 million $15,000.00 $25 million $20,000.00 $26 million or above $25,000.00 Said bonus payment shall be made no later than the last day of the calendar month in which theCompany files its 10K report for the pertinent Fiscal Year.4. PENSION AND WELFARE BENEFIT PLANS. Beginning on the Effective Date, the Executive shall beentitled to participate in all employee benefit programs and plans, consistent with the terms ofsuch programs and plans, made available to the Company’s executives or salaried employeesgenerally, as such programs may be in effect from time to time.5. BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.5.1 Expense Reimbursement. During the Term, and in accordance with applicable companypolicies, the Executive shall be entitled to receive reimbursement by the Company for allreasonable out-of-pocket expenses incurred by him in performing services under this Agreement andin relation to the Company, subject to providing reasonable documentation of such expenses.
 
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5.2 Perquisites. During the Term, the Executive also shall be entitled to any of theCompany’s executive perquisites in accordance with the terms and provisions of the applicablepolicies. Executive shall be entitled to participate in all PTO and Vacation programs, consistentwith the terms of such programs, made available to the Company’s executives or salaried employeesgenerally, as such programs may be in effect from time to time.6. TERMINATION OF EMPLOYMENT.6.1 Termination Due to Death or Disability. The Executive’s employment shall beterminated immediately in the event of his death or Disability (unless prohibited by the Americanswith Disabilities Act or other pertinent law). In the event of a termination due to the Executive’sdeath or Disability, the Executive or his estate, as applicable, shall be entitled, in lieu of anyother compensation whatsoever, to the following: (a) any earned and non-paid Installment of BaseSalary at the rate in effect at the time of his terminationthrough the date of death;  (b) reimbursement of expenses incurred but notpaid prior to such termination of employment;  (c) such rights to other payments and benefitsas may be provided in applicable plans and programs of theCompany, according to the terms and provisions of such plansand programs. 6.2 Termination by the Company for Cause. The Company may terminate theExecutive’s employment for Cause at any time during the Term by giving written notice to theExecutive of the Company’s intention to terminate his employment for Cause. In the event of atermination for Cause, the Executive shall be entitled, in lieu of any other compensation andbenefits whatsoever, to the following: (a) any earned and non-paid Installment of BaseSalary at the rate in effect at the time of his terminationthrough the date of termination of employment;  (b) reimbursement of expenses incurred but notpaid prior to such termination of employment; and  (c) Executive shall be subject to the RestrictedArea and the Restriction Period provision set forth herein inSections 1.19 and 1.20 respectively. 
 
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6.3 Termination by the Company Without Cause. Notwithstanding any other provision ofthis Agreement, the Company may terminate the Executive’s employment without Cause, other than dueto death or Disability, at any time during the Term by giving thirty (30) days’ written notice tothe Executive or payment in lieu of notice. In the event that the Company terminates theExecutive’s employment without Cause, the Executive shall be subject to and shall be entitled, inlieu of any other compensation and benefits whatsoever, to: (a) in addition to any earned and non-paidInstallment of Base Salary at the rate in effect at the timeof his termination through the date of termination ofemployment, an amount equal to twelve (12) months ofExecutive’s Base Salary in effect at the time of termination.Payment of this amount shall be made in one lump-sum uponsatisfaction of the conditions set forth in Section 8.3;  (b) reimbursement for expenses incurred but notpaid prior to such termination of employment.  (c) such rights to other payments and benefitsas may be provided in applicable plans and programs of theCompany, according to the terms and conditions of such plansand programs; and  (d) Executive shall be subject to the RestrictedArea and the Restriction Period provision set forth herein inSections 1.19 and 1.20 respectively. 
 
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6.4 Termination by the Executive for Good Reason. The Executive may terminate hisemployment for Good Reason by giving written notice to the Company of the Executive’s intention toterminate his employment for Good Reason. Such written notice shall describe with reasonablespecificity (a) the particular act, acts, or omission that provides the basis for the Executive’stermination for Good Reason; and (b) one or more reasonable and acceptable remedy(ies) for suchact, acts or omission. The Company shall be given thirty (30) calendar days from the receipt ofsuch notice to cure such act, acts, or omission as stated in the foregoing notice. During suchcure period, the Executive shall continue to perform as set forth herein. If after thirty (30)calendar days, the Company is unable to cure such act, acts, or omission that was the written basisfor termination by the Executive for Good Reason the Executive shall terminate his employment withthe Company under this Section 6.4. In the event of a termination for Good Reason, the Executiveshall be entitled, in lieu of any other compensation and benefits whatsoever, to the following: (a) in addition to any earned and non-paidInstallment of Base Salary at the rate in effect at the timeof his termination through the date of termination ofemployment, an amount equal to three (3) months ofExecutive’s Base Salary in effect at the time of termination.However, should Executive terminate this Agreement underthis provision during the final three (3) months of the Term,then he shall be entitled to an amount equal to the BaseSalary he would have received had the Term expired on its ownaccord.  (I) the forgoing amount (setout in Section 6.4 (a) above) shall be paid toExecutive in equal monthly payments during theRestriction Period. The first of the monthlypayments shall be made upon satisfaction of theconditions set forth in Section 8.3;  (b) reimbursement for expenses incurred but notpaid prior to such termination of employment;  (c) such rights to other payments and benefitsas may be provided in applicable plans and programs of theCompany, according to the terms and conditions of such plans and programs; and  (d) Executive shall be subject to the RestrictedArea and the Restriction Period provision set forth herein inSections 1.19 and 1.20 respectively. 
 
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6.5 Termination by the Executive Without Good Reason. The Executive may terminate hisemployment on his own initiative at any time and for any reason upon thirty (30) days’ priorwritten notice to the Company. In the event of a termination without Good Reason, the Executiveshall be entitled, in lieu of any other compensation and benefits whatsoever, to the following: (a) any earned and non-paid Installment of BaseSalary at the rate in effect at the time of his terminationthrough the date of termination of employment;  (b) reimbursement of expenses incurred but notpaid prior to such termination of employment; and  (c) Executive shall be subject to the RestrictedArea and the Restriction Period provisions set forth hereinin Sections 1.19 and 1.20 respectively. 6.6 Expiration. Upon expiration of the Term, the Executive shall not be entitled toany additional compensation after the expiration thereof, but such termination of employment shallnot otherwise affect accrued but unpaid compensation, benefits, bonus, or otherwise provided underthis Agreement or pursuant to any Company plan or program.7. CHANGE IN CONTROL; BUY-OUT OPTION.7.1 Buyout Termination. The Company shall give the Executive at least ninety (90)calendar days’ notice of any pending Change in Control. Within thirty (30) calendar days ofreceiving notice of a pending Change in Control, the Executive shall have the option, in his soleand absolute discretion, to terminate this Agreement by delivering written notice to the Company(“Buy-Out Termination”). A Buy-Out Termination pursuant to this Section 7 shall beeffective upon the consummation, or closing, of the transaction(s) that will result in the Changein Control.
 
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7.2 Buyout Payment. Upon a Buyout Termination pursuant to this Section 7, theExecutive shall be entitled to all earned but unpaid Base Salary and all accrued but unpaidbenefits provided under this Agreement or pursuant to any Company plan or program. In addition tothe foregoing, the Company shall pay the Executive a Buyout Payment in an amount equal to twelve(12) months of Executive’s Base Salary in effect at the time of the Buyout Payment. One hundredpercent (100%) of the foregoing payment shall be made by the Company to the Executive in a lump sumonce the Company receives all funds owed it under the Change in Control, and upon satisfaction ofthe conditions set forth in Section 8.3.8. CONDITIONS TO PAYMENTS UPON TERMINATION.8.1 Timing of Payments. Unless otherwise provided herein, any payments to which theExecutive shall be entitled pursuant to Sections 6 (excluding Section 6.2) or 7 shall be payableupon the satisfaction of the conditions set forth in Subsection 8.3.8.2 No Mitigation; No Offset. Notwithstanding any contrary provision containedherein, so long as the Executive’s employment terminates in accordance with Sections 6 or 7 of thisAgreement, the exclusive remedies available to the Executive shall be the amounts due underSections 6 or 7, which are in the nature of severance payments, or liquidated damages, or both, andare not in the nature of a penalty. The Executive shall have no duty to mitigate, and there shallbe no offset against amounts due to the Executive on account of any remuneration attributable toany subsequent employment that the Executive may obtain after termination of this Agreement. In theevent of a termination of this Agreement, neither Party shall publish in any way or make anynegative comment or statement about the other Party or concerning the reasons for such termination.The provisions of this Subsection 8.2 shall survive the expiration or earlier termination of thisAgreement.8.3 General Release. No payments or benefits payable to the Executive upon thetermination of his employment pursuant to Sections 6 (excluding Section 6.2) or 7 of this Agreementshall be made to the Executive unless and until he executes a general release substantially in theform attached hereto as Exhibit ”A”.8.4 Compliance with the Agreement. Payments or benefits payable to the Executive uponthe termination of his employment pursuant to Sections 6 or 7 of this Agreement shall be made bythe Company to the Executive in reliance upon the Executive’s compliance with any material,post-employment obligation contained in this Agreement, including, without limitation, thoseobligations contained in Sections 10 and 11 of this Agreement.
 
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8.5 Continuing Obligations of the Executive. No act or omission by the Executive inbreach of this Agreement, including, without limitation, his failure to execute the generalrelease, shall be deemed to permit the Executive to forego or waive such payments in order to avoidhis obligations under Sections 10 and 11 of this Agreement.9. INDEMNIFICATION. The Company agrees that if the Executive is made a party or is threatened tobe made a party to any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (an “Indemnifiable Action”), by reason of the fact that he is or was adirector or officer of the Company or is or was serving at the request of the Company as adirector, officer, member, employee or agent of another corporation or of a partnership, jointventure, trust or other enterprise, including service with respect to employee benefit plans,regardless of whether the basis of such Indemnifiable Action is alleged action in an officialcapacity as a director, officer, member, employee or agent, the Company shall idemnify, defend, andhold the Executive harmless to the fullest extent permitted by Nevada law and the Company’s by-lawsand operating agreements, as applicable, as the same exist or may hereafter be amended (but, in thecase of any such amendment to the Company’s by-laws and/or operating agreement(s), only to theextent such amendment permits the Company to provide broader indemnification rights than theCompany’s by-laws and/or operating agreement(s) permitted the Company to provide before suchamendment), against all expense, liability and loss (including, without limitation, attorneys’fees, costs, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred orsuffered by the Executive in connection therewith.10. NON-SOLICITATION AND NON-DISCLOSURE.10.1 General. The Parties understand and agree that the purpose of the restrictionscontained in this Section 10 is to protect the goodwill and other legitimate business interests ofthe Company, and that the Company would not have entered into this Agreement in the absence of suchrestrictions. The Executive acknowledges and agrees that the restrictions are reasonable and donot, and will not, unduly impair his ability to make a living after the termination of hisemployment with the Company.10.2 Non-Solicitation. In consideration for this Agreement to employ the Executiveand the other valuable consideration provided for hereunder, the Executive warrants and covenantsthat during the Term and during the Restriction Period, if applicable, that Executive shall notunless acting on behalf of the Company or on behalf of any Affiliate, directly or indirectly, forhimself or any third party, or alone or as a member of a partnership, or as an officer, director,shareholder or otherwise:
 
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 (a) call on, solicit, induce to leave and/ortake away, or attempt to call on, solicit, induce to leaveand/or take away, any of the customers of the Company, eitherfor Executive’s own account or for any third party;  (b) call on, solicit and/or take away, anypotential or prospective customer of the Company, on whom theExecutive called or with whom Executive became acquaintedduring employment (either before or during the Term), eitherfor Executive’s own account or for any third party; and/or  (c) approach or solicit any employee orindependent contractor of the Company with a view towardsenticing such person to leave the employ or service of theCompany, or hire or contract with any employee or independentcontractor of the Company, without the prior written consentof the Company, such consent to be within the Company’s soleand absolute discretion. 10.3 Non-Compete. In consideration for this Agreement to employ the Executive and theother valuable consideration provided for hereunder, the Executive warrants and covenants thatduring the Term, Executive shall not accept any position or affiliation with, or render anyservices to any Competing Business. Further, Executive warrants and covenants that Executive,during the Restriction Period, if applicable, shall not accept any position or affiliation with, orrender any services to any Competing Business within the Restricted Area.10.4 Non-Disclosure. In consideration for this Agreement to employ the Executive andthe other valuable consideration provided for hereunder, the Executive warrants and covenants thatExecutive shall not engage in the following acts: (a) make known to any third party the names andaddresses of any of the customers of the Company, or anyother information pertaining to those customers; and/or  (b) make known to any third party anyConfidential Information. 
 
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10.5 Survival. The Executive agrees that the provisions of this Section 10 shallsurvive the termination of this Agreement by the Company with or without Cause or by the Executivewith or without Good Reason.11. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.11.1 Confidential Information. The Executive understands and acknowledges thatConfidential Information constitutes a valuable asset of the Company and its Affiliates and may notbe converted to the Executive’s own or any third party’s use by the Executive. Accordingly, theExecutive hereby agrees that he shall not directly or indirectly, during the Term or any timethereafter, disclose any Confidential Information intentionally to any Person not authorized by theCompany to receive such Confidential Information. The Executive further agrees that he shall notdirectly or indirectly, during the Term or any time thereafter, use or make use of any ConfidentialInformation in connection with any business activity other than that of the Company. The Partiesacknowledge and agree that this Agreement is not intended to, and does not, alter either theCompany’s rights or the Executive’s obligations under any applicable laws regarding trade secretsand unfair trade practices.11.2 Company Property. All Company Property is and shall remain exclusively theproperty of the Company. Unless authorized in writing to the contrary, the Executive promptly shalldeliver to the Company upon termination or expiration of this Agreement, or at any other time theCompany reasonably may so request, all Company Property that the Executive has in his possession.11.3 Required Disclosure. In the event the Executive is required by law or courtorder to disclose any Confidential Information or to produce any Company Property, the Executivepromptly shall notify the Company of such requirement and provide the Company with a copy of anycourt order or of any law that requires such disclosure and, if the Company so elects, to theextent permitted by law, give the Company an adequate opportunity, at its own expense, to contestsuch law or court order prior to any such required disclosure or production by the Executive.11.4 Survival. The Executive agrees that the provisions of this Section 11 shallsurvive the termination of this Agreement.
 
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12. MUTUAL ARBITRATION AGREEMENT. Except for disputes relating to Worker’s Compensation claims ofthe Executive, any and all disputes that may arise between the Parties, which shall include but arenot limited to any employment related claim whether based on statute or common law and/or disputesrelating to this Agreement, shall be resolved by arbitration administered by the AmericanArbitration Association under its National Rules for Resolution of Employment Disputes or otherapplicable rules or as otherwise mutually agreed to by the Parties. Any arbitration under thisparagraph shall take place in Las Vegas, Nevada and shall be governed by the procedural andsubstantive law of Nevada. However, nothing herein shall preclude or prohibit the Company or theExecutive from seeking or obtaining injunctive relief in court.13. NOTICES. All notices, demands and requests required or permitted to be given to either Partyunder this Agreement shall be in writing and shall be deemed to have been given when deliveredpersonally or sent by certified or registered mail, postage prepaid, return receipt requested, dulyaddressed to the Party concerned at the address indicated below or to such changed address of whichsuch Party may subsequently give written notice:         If to the Company:   Black Gaming LLC    Attn. Mr. Robert R. Black, Sr.      10777 West Twain Avenue      Las Vegas, Nevada 89135          With a copy to:   Black, LoBello & Sparks    Attn. Tisha Black-Chernine, Esq.      10777 West Twain Avenue      Las Vegas, Nevada 89135          If to the Executive: Attn. Address on file with Human Resources      at the time notice is necessary.14. ASSIGNMENT. Executive understands that his employment, or continued employment, isconsideration for the Non-Competition, Non-Disclosure and Non-Solicitation Covenants containedherein in Section 10 of this Agreement. Executive also understands and agrees that in considerationof the payment of ONE HUNDRED DOLLARS ($100.00), which Executive has received upon execution ofthis Agreement, the Non-Competition Covenants in Section 10 of this Agreement shall be assignableby Company as set forth herein. Further, it is understood that the Executive may not assign anyrights or delegate any duties under this Agreement.15. BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary orbeneficiaries to receive any compensation or benefit payable hereunder following the Executive’sdeath and may change such election by giving the Company written notice thereof pursuant to thisAgreement. In the event of the Executive’s death or a judicial determination of his incompetence,reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiaries,estate or other legal representative.
 
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16. SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive theexpiration or earlier termination of this Agreement to the extent necessary to the intendedpreservation of such rights and obligations. The provisions of this Section 16 are in addition tothe survivorship provisions of any other section of this Agreement.17. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE. The Executive hereby represents and warrantsthat he has the full legal capacity to enter into this Agreement and that there is no agreement towhich he is a party or beneficiary that would prevent, contravene or otherwise adversely impact theExecutive’s ability to comply with the terms and obligations set forth herein.18. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants tothe Executive that there is no agreement to which it is a party or beneficiary that would prevent,contravene or otherwise adversely impact the Company’s ability to comply with the terms andobligations set forth herein. As of the Effective Date, the Company further represents andwarrants to the Executive that upon execution of this Agreement, this Agreement shall become abinding obligation of the Company and shall be enforceable against it in accordance with its terms,except as may be limited by laws generally affecting the enforcement of contracts. The Companyfurther represents and warrants that the Company is a limited liability company, duly organized andincorporated, validly existing and in good standing under the laws of the State of Nevada and isduly qualified and in good standing in such other jurisdictions wherein the nature of the businesstransacted by it or property owned by it makes such qualification necessary. The Company has thevalid limited liability company power to enter into and perform all of its obligations under thisAgreement, and this Agreement has been authorized by all necessary limited liability companyaction.19. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties concerningthe subject matter hereof and supersedes all prior agreements, understandings, discussions,negotiations and undertakings, whether written or oral, express or implied, between the Partieswith respect hereto. No representations, inducements, promises or agreements that are not set forthherein shall be of any force or effect.20. ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefitof the parties and their respective successors, heirs and assigns; provided, however, that norights or obligations of the Executive under this Agreement may be assigned or transferred by theExecutive, other than rights to compensation and benefits hereunder, that may be transferred only by will or operation of law andsubject to the limitations of this Agreement.
 
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21. AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless suchamendment or waiver is agreed to in writing, signed by both Parties. No waiver by one Party of anybreach by the other Party of any condition or provision of this Agreement to be performed by suchother Party shall be deemed a waiver of a similar or dissimilar condition or provision at the sameor any prior or subsequent time.22. SEVERABILITY. In the event that any provision or portion of this Agreement, except Section 6,Section 7 and Section 10, shall be determined to be invalid or unenforceable for any reason, inwhole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shallremain in full force and effect to the fullest extent permitted by law. If Section 6, Section 7 orSection 10 is determined to be invalid or unenforceable for any reason, in whole or in part, eitherParty may terminate this Agreement without further obligations or duties hereunder.23. GOVERNING LAW. To the extent not otherwise expressly stated herein, any and all disputeresolution shall be governed by and construed and interpreted in accordance with the procedural andsubstantive laws of the State of Nevada without reference to the principles of conflict of lawsthereof.24. HEADINGS. The headings of the sections and subsections contained in this Agreement are forconvenience only and shall not be deemed to control or affect the meaning or construction of anyprovision of this Agreement.25. COUNTERPARTS. This Agreement may be executed in counterparts, including facsimilecounterparts, each of which shall be deemed an original and all of which shall constitute one andthe same Agreement with the same effect as if all Parties had signed the same signature page. Anysignature page of this Agreement may be detached from any counterpart of this Agreement andreattached to any other counterpart of this Agreement identical in form hereto but having attachedto it one or more additional signature pages.26. ACKNOWLEDGMENT. The Executive represents and acknowledges that he has carefully read thisAgreement in its entirety, understands the terms and conditions contained herein, has had theopportunity to review this Agreement with legal counsel of his own choosing and has not relied onany statements made by the Company or its legal counsel as to the meaning of any term or conditioncontained herein or in deciding whether to enter into this Agreement, and is entering into thisAgreement knowingly and voluntarily.
 
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27. ATTORNEYS’ FEES. In the event an action, claim or suit is brought to enforce the terms of thisAgreement or to collect damages claimed as a result of a breach of this Agreement, the prevailingparty shall be entitled to recover its reasonable attorneys’ fees, costs and all other expensesreasonably associated with the enforcement of this Agreement.28. GAMING INVESTIGATION. In the event the Executive is required to apply for and obtain anylicense, permit, approval, authorization, registration, finding of suitability, or otherwise fromany Gaming Authority necessary for the conduct of the Executive’s business on behalf of the Company(collectively, the “Approvals”), then the Company shall pay all costs and expenses of anynature whatsoever, including reasonable attorneys’ fees, in connection with such Approvals,including, without limitation, any costs and expenses of any nature whatsoever associated with theinvestigation of the Executive by any Gaming Authority.29. TOLLING. In the event Executive breaches any of the covenants contained herein and Companyseeks compliance with those covenants by judicial proceedings, the time periods during whichExecutive is restricted by said covenants shall be extended by the time during which the Executiveis found by a court of competent jurisdiction to have been in breach of said covenants.30. LIMITATION OF RESTRICTIONS. It is the intention of the parties hereto that the potentialrestrictions on Executive’s future employment and communications imposed by Sections 10 and 11 ofthis Agreement be reasonable in both duration and geographic scope and in all other respects. Iffor any reason any court of competent jurisdiction shall find any of the provisions of Sections 10and 11 unreasonable in duration or geographic scope or otherwise, the parties agree that therestrictions and prohibitions contained therein shall be reduced or limited so as to be effectiveto the fullest extent allowable under applicable law.*[signatures to follow on next page]*
 
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.BLACK GAMING, LLC,