Prepared by MERRILL CORPORATION




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EXHIBIT 10.23    
  


    "RCT" means the material omitted has been filed separately with the Securities and

Exchange Commission with an application requesting confidential treatment.


FIRST AMENDMENT TO CARDIVAN LICENSE AGREEMENT  


    This FIRST AMENDMENT TO LICENSE AGREEMENT ("First Amendment") made as of this 27th day of March 2000, between RITE AID CORPORATION ("Licensor"), a
Delaware Corporation, and CARDIVAN COMPANY ("Licensee"), a Nevada corporation. 


W I T N E S S E T H:  



    WHEREAS,
Licensor and Licensee entered into a License Agreement as of March 12, 1999 (the "License Agreement"); and 


    WHEREAS,
disputes have arisen between Licensor and Licensee; and 


    WHEREAS,
Licensor and Licensee wish to resolve all outstanding disputes and for that purpose seek to amend and modify the License Agreement upon the terms and provisions hereinafter
set forth. 


    NOW
THEREFORE, in consideration of the foregoing premises and the covenants and agreements hereinafter set forth, and for other good and valuable consideration, the sufficiency of
which is hereby
acknowledged, the parties hereto mutually covenant and agree that the License Agreement is modified and amended as follows: 



    1.  Effective Date.  The Effective Date of this First Amendment shall be the date upon which Licensee
receives approval from the Nevada Gaming Commission to remove the conditions on its presently issued licenses to operate Devices at the Licensed Locations which require a full-time change
attendant to be present on the premises of each such operation. Pending the Effective Date, the parties shall perform their respective obligations under the License Agreement, as intended to be
modified by this First Amendment, to the extent permitted by law. From the date hereof to the Effective Date, Licensee shall pay monthly fees pursuant to the fee schedule set forth on the annexed
exhibit. In the event that prior to the Effective Date, Licensee fails to pay such fees when due, otherwise fails to perform its obligations under the License Agreement as intended to be amended
hereby, to the extent consistent herewith or in the event the Nevada Gaming Commission does not grant the necessary approvals within RCT of the date hereof, the parties shall be returned to their
respective positions and status as of February 29, 2000, including the revival of all claims by Licensee and Licensor, without prejudice by reason of the passage of time or the negotiation and
execution of this First Amendment. 


    2.  Definitions.  All capitalized terms contained in this First Amendment, unless otherwise hereinafter
contained, shall have the same meaning as in the License Agreement. 


    3.  Purpose.  Section 1 is hereby modified by adding the following after the last sentence: 



Licensee
shall have the exclusive right, at its option, to operate Devices in New Locations operated by Licensor at the fees set forth in this First Amendment provided that, if Licensee elects not to
operate Devices in any New Location(s), Licensee shall be released and discharged of its obligation to pay any license fees to Licensor for such location(s) and Licensor may contract with an
alternative route operator to operate Devices at the locations not accepted by Licensee. Licensee shall make its election with respect to each potential New Location within thirty (30) days of
written notice by Licensor of the availability of a New Location, provided however that such notice by Licensor shall not be given more than nine (9) months prior to the opening of any such
location. 



1





 

    4.  License.  The next to the last sentence of Section 2 is amended by adding the following at the
beginning thereof: "Subject to the provisions of Section 1". 


    5.  The
last sentence of Section 2 is deleted and replaced with the following: 



Licensee
may determine the number of machines to operate at each location but shall operate a minimum of RCT Devices at each location. Subject to obtaining the approval of the Nevada Gaming
Commission, Licensee shall not be required to have a full time adult change attendant at at Location having RCT or fewer Devices. In all New Locations in which Licensee elects to operate Devices,
including the six (6) Rite Aid locations in which Licensee hereby agrees to operate Devices (the "Six Locations")*, Licensee may, in its sole discretion place up to RCT but no less than RCT
Devices at each such location. In the event that Licensee elects to place Devices in any New Location, including the Six Locations, it shall nevertheless have no obligation to do so until receipt of
appropriate approval by the Nevada Gaming Commission. 






*The
Six Locations are: 



	Clark County	 	 
	

Rite Aid #6322

North Las Vegas Blvd.

Flamingo Road Las Vegas, NV 89030	
 	

Rite Aid #6345 1920

North 1815 E.

Las Vegas, NV 89119
	

Rite Aid #6257

6685 East Lake Mead

Las Vegas, NV 89115	
 	

Rite Aid #6113

5755 E. Charleston Blvd.

Las Vegas, NV 89112
	

Non Clark County	
 	

 
	

Rite Aid #6354

1980 N. Carson

Carson City, NV 89701	
 	

Rite Aid #6364

461 West Williams Ave.

Fallon, NV 89406





    6.  Term.  The first sentence of Section 3 is deleted and replaced with the following: 



The
term of the License Agreement which began effective July 1, 1998, shall expire at midnight on the RCT. 




    7.  Fees.  Section 4 is modified by deleting Sections 4a and 4b, in their entirety, including the
fee amounts and increases there scheduled, and substituting therefore the fee schedule attached hereto as exhibit "Amendment A." 


    Section 4c
is modified by deleting it in its entirety and substituting therefore, the following: 



During
the term of this Agreement, as here amended, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, and if Licensee elects to exercise
its right to place Devices in such New Location, then, the fees due to be paid for each such New Location in which Licensee in fact places Devices shall be RCT of the then applicable monthly fee as
set forth on Exhibit "Amendment A" hereto during the RCT period following the date any such New Location is opened for business by Licensor; provided, that if Licensor has not taken all steps required
to be taken by it to permit Licensee to commence operations at a New Location in which Licensee has elected to place Devices, the RCT period shall not commence until all such actions have been taken. 




    Section 4
is further modified by adding new Subsection 4(g) as follows: 


2





 

Notwithstanding
anything contained herein to the contrary, during the term of this Agreement as hereby amended, Licensee shall pay a license fee of RCT per month for each of the Six Locations,
commencing with respect to each Location ont he date on which Devices are installed and are allowed to operate pursuant to all required gaming licenses and permits having been obtained for each such
Location. Such installation shall be made reasonably promptly after approval. Prior to said commencement date, there shall be no liability or obligation for any license fee for said Six Locations.
Fees for any partial month shall be prorated. 




    Section 4
is further modified by adding new Subsection 4(h) as follows: 



On
the date that monthly fees are next required to be paid after the Effective Date, Licensee shall RCT due for the then existing Licensed Locations for the next succeeding RCT. 




    8.  Use and Operation.  Section 7 is hereby modified by adding the following after the last
sentence: 



With
respect to any Licensed Location, (including the Six Locations and any New Location in which Licensee elects to place Devices), in which Licensee operates RCT or fewer Devices, Licensor's
employees will provide appropriate adult supervision, (over age 21) as required by the Nevada Gaming Commission and will make change for adults (persons over the age of 21) who wish to
play the Devices. Licensee agrees to provide suitable training for Licensor's employees, and will remain liable for any fine, penalty or other governmental sanction arising from any failure to
supervise. 




    9.  Default.  Subsections 13(a) and 13(b) are hereby modified by adding "together with all costs and
attorneys' fees" to the last sentence of each Subsection. Subsection 13(c) is deleted in its entirety, and is replaced with the following: 



To
treat all amounts due and not paid by Licensee up to the date of such default as an indebtedness of Licensee immediately due and payable to Licensee and recover the same together with all costs and
reasonable attorney's fees incurred to collect such amount. 




    10.  Assignment.  Section 14 is modified by (i) deleting the first clause consisting of the
language "Licensee may not assign this Agreement without prior approval of Licensor" and (ii) substituting therefore the following: 



Upon
the written approval of Licensor, which shall not be unreasonably withheld, Licensee shall have the right to assign this License Agreement, as amended, to another unaffiliated route operator or
other third party. 




    11.  Successors and Assigns.  The covenants, agreements, terms and conditions contained in this First
Amendment shall bind and inure to the benefits of the parties hereto and their respective successors and their respective assigns. 


    12. This
First Amendment is integrated with the License Agreement and, upon the Effective Date, the License Agreement will be deemed to exist and will survive only as
modified by the First Amendment. Upon the Effective date the parties shall prepare and execute a superceding global License Agreement incorporating the remaining relevant portions of the Agreement and
this First Amendment. 


3





 


    IN WITNESS WHEREOF, the parties hereto have executed the Lease on the date first set forth hereinabove. 



	 	 	RITE AID CORPORATION
	

 	
 	

By:	
 	

/s/ DAVID R. JESSICK   
 Name: David R. Jessick

Title: Sr. Ex. V.P. Chief Administrative Officer
	

 	
 	

CARDIVAN COMPANY
	

 	
 	

By:	
 	

/s/ BOB TORKAR   
 Name: Bob Torkar

Title: Secretary




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FEE SCHEDULE

CARDIVAN COMPANY  



	 
	 	# Stores
	 	RCT

Monthly Fee
	 	RCT

Monthly Fee
	 	RCT

Monthly Fee

	Stores—Clark County	 	15	 	RCT	 	RCT	 	RCT
	TPI stores—Clark County	 	3	 	RCT	 	RCT	 	RCT
	Stores—non-Clark County	 	4	 	RCT	 	RCT	 	RCT
	Store—Gardnerville	 	1	 	RCT	 	RCT	 	RCT
	 	 	
	 	 	 	 	 	 
	 	 	23	 	 	 	 	 	 
	Other stores—Clark County	 	4	 	RCT	 	RCT	 	RCT
	Other stores—non-Clark County	 	2	 	RCT	 	RCT	 	RCT
	 	 	
	 	 	 	 	 	 
	 	 	6	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	Total Stores	 	29	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 



EXHIBIT "AMENDMENT—A" 


Page 1 of 4





 


Stores—Clark County 


Rite
Aid #6193

1515 W. Craig Road

North Las Vegas, NV 89030 


Rite
Aid #6217

525 E. Windmill

Las Vegas, NV 89123 


Rite
Aid #6220

2513 South Nellis

Las Vegas, NV 89121 


Rite
Aid #6221

3845 E. Lake Mead Blvd.

N. Las Vegas, NV 89115 


Rite
Aid #6222

8500 South Eastern

Henderson, NV 89123 


Rite
Aid #6240

10 North Eastern

Las Vegas, NV 89101 


Rite
Aid #6245

7575 West Vegas Drive

Las Vegas, NV 89128 


Rite
Aid #6250

5670 S. Rainbow

Las Vegas, NV 89118 


Rite
Aid #6260

8611 Spring Mountain Road

Las Vegas, NV 89117 


Rite
Aid #6261

3115 Las Vegas Blvd. North

Las Vegas, NV 89109 


Rite
Aid #6271

9350 West Sahara

Las Vegas, NV 89117 


Rite
Aid #6272

6100 W. Vegas Dr.

Las Vegas, NV 89108 


Rite
Aid #6277

4150 Las Vegas Blvd. North

Las Vegas, NV 89115 


Rite
Aid #6292

4975 E. Tropicana

Las Vegas, NV 89121 


Page 2 of 4





 


Rite Aid #6296

333 N. Sandhill

Mesquite, NV 89027 


TPI
Stores—Clark County 


Rite
Aid #6114

5991 W. Cheyenne

Las Vegas, NV 89108 


Rite
Aid #6115

2905 S. Maryland Parkway

Las Vegas, NV 89109 


Rite
Aid #6116

2950 E. Desert Inn

Las Vegas, NV 89121 


Stores—Non
Clark County 



Rite
Aid #6247

8485 Sun Valley Blvd.

Sun Valley, NV 89433 


Rite
Aid #6279

1410 E. Prater Way

Sparks, NV 89434 


Rite
Aid #6281

8005 S. Virginia

Reno, NV 89511 


Rite
Aid #6290

1695 Robb Drive

Reno, NV 89523 


Store—Gardnerville



Rite
Aid #6121

1327 Highway 395 South

Gardnerville, NV 89410 


Other
stores—Clark County 


Rite
Aid #6113

5755 E. Charleston Blvd.

Las Vegas, NV 89112 


Rite
Aid #6257

6685 East Lake Mead

Las Vegas, NV 89115 


Rite
Aid #6322

1920 Las Vegas Blvd. North

Las Vegas, NV 89030 


Rite
Aid #6345

1815 E. Flamingo Road

Las Vegas, NV 89119 


Page 3 of 4





 


Other stores—Non Clark County 


Rite
Aid #6354

1980 N. Carson

Carson City, NV 89701 


Rite
Aid #6364

461 West Williams Ave.

Fallon, NV 89406 


Page 4 of 4









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EXHIBIT 10.23