**EXHIBIT 10.2**

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**REIMBURSEMENT AGREEMENT**

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**ForPledged Certificate of Deposit**

 

THIS REIMBURSEMENT AGREEMENTFOR PLEDGED CERTIFICATE OF DEPOSIT (this “Agreement”), dated as of December 10,2009, between Leroy’s Horse and Sports Place, a Nevada corporation (“Obligor”),and Robert and Tracey Kocienski, a married couple (the “Kocienskis”).

 

**Recitals**

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A.            Obligor is required under NevadaGaming Commission (“NGC”) Regulation 22.040 to maintain a reserve sufficient tocover any of its outstanding wagering liability, including unpaid winningtickets and telephone account deposits.

 

B.            On October 1, 2009, subject tothe execution of definitive agreements, the Kocienskis agreed to pledge, forthe benefit of the Obligor, a certificate of deposit in the amount of $500,000(the “Pledged Amount”) in favor of the Nevada Gaming Control Board (“NGCB”) toincrease the Company’s reserve balance to satisfy the requirements ofRegulation 22.040.

 

C.            In connection with the foregoing,the Kocienskis deposited the Pledged Amount into Nevada State Bank and enteredinto the following definitive agreements: (i) Agreement, dated November 11,2009, between the Kocienskis and Nevada State Bank, and (ii) PledgedCertificate of Deposit Statement, dated November 23, 2009, by the Kocienskisin favor of NGCB (collectively, the “Pledged Documents”).

 

D.            Obligor agreed to enter into thisAgreement to induce the Kocienskis to enter into the Pledged Documents.

 

**Agreements**

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NOW, THEREFORE, in consideration of the premises andin order to induce the Kocienskis to execute and deliver the Pledged Documents,the parties hereto agree as follows:

 

## **1.            **Pledge Fee. Obligor shall pay, or cause to be paid, to the Kocienskisa fee equal to twelve percent (12%) per annum of the outstanding Pledged Amount,excluding any earned interest from Nevada State Bank, (the “Pledge Fee”) solong as the Pledged Documents are in effect, payable on the 1st day of eachmonth commencing on November 1, 2009.

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## **2.            **Reimbursement.  Obligor shall pay to the Kocienskis (i) oneach date on which the Pledged Amount, or any portion thereof, shall bereleased to the NGCB pursuant to the terms of the Pledged Documents a sum equalto the amount so released (a “Release”), plus (ii) in addition to the PledgeFee, interest on the unreimbursed amount from the release date untilreimbursement is received by the Kocienskis in full.  Such interest shall be at the then prime rateof Nevada State Bank or its successor.

 

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## **3.            **Payments and Computations.  Obligor shall make eachpayment hereunder not later than 3:00 P.M. (Pacific time) on the day whendue without deduction or offset in lawful money of the United States of Americato the Kocienskis at the address of the Kocienskis referred to in Section 8in same-day funds or in accordance with the wire instructions in suchsection.  Computations of fees andinterest established herein (as applicable) shall be made by the Kocienskis onthe basis of a year of 360 days for the actual number of days elapsed.

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## **4.            **Non-Business Days.  Whenever any payment to be made hereundershall be stated to be due on a day which is not a business day, such paymentshall be made on the next succeeding business day, and such extension of timeshall in such case be included in the computation of payment of interest orcommission, as the case may be.

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## **5.            **Nature ofObligations.  Obligor’sobligations to the Kocienskis under this Agreement are absolute, unconditionaland irrevocable, and shall be paid and performed in accordance with the termshereof irrespective of any act, omission, event or condition.  Obligors’ obligations to the Kocienskis underthis Agreement shall be unsecured.

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## **6.**             OtherCovenant.  Obligor mustmake reasonable efforts to increase its cash deposit requirement under Regulation22,040 and secure the release of this Agreement from the Nevada Gaming ControlBoard in whole or in part within 12 months from the date of this Agreement.

 

## **7.            **Waiver.  Obligor waives presentment, protest,dishonor, notice of dishonor, demand, notice of protest, notice of non-payment,and notice of acceptance of this Agreement, and any other notice or demand ofany kind from the Kocienskis.

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## **8.            **Amendments.  ThisAgreement may be amended only by a written instrument duly executed by each ofthe parties hereto.

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## **9.            **Notices.  Each notice, request or communication shallbe effective (i) if given by facsimile, electronic mail or otherelectronic means, when such communication is transmitted to the addressspecified below and any appropriate confirmation is received, (ii) ifgiven by certified or registered mail, return receipt requested, on the date ofreceipt appearing on the return postal receipt for notices given by certifiedor registered mail, or (iii) if given by hand delivery, when delivered atthe address specified below:

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| If  to Obligor:        |   | Leroy’s  Horse and Sports Place. |
|------------------------|--------|---------------------------------------|
|                   |   | 675 Grier Drive                       |
|                   |   | Las Vegas, Nevada 89119               |
|                   |   | Attention: President                  |
|                   |   |                                  |
| If  to the Kocienskis: |   | Robert  Kocienski                     |
|                   |   | c/o  American Wagering, Inc.     |
|                   |   | 675  Grier Drive                      |
|                   |   | Las  Vegas, Nevada 89119              |
|                   |   | Attention:  Legal Department          |

 

or for any of the foregoingcases, at such other address or facsimile number as the addressee may hereafterspecify for the purpose in a notice to the other party specifically captioned “Noticeof Change of Address pursuant to Section 8 of the Reimbursement Agreementfor Pledged Certificates of Deposit.”

 

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## **10.          **Indemnification.  Obligor shall indemnify and hold the Kocienskisharmless from and against any and all claims, actions, proceedings, damages,losses, liabilities, costs and expenses (including but not limited to attorneys’fees and costs) which the Kocienskis may incur or which may be claimed againstthe Kocienskis by any person:

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(a)           by reason of, or inconnection with, the execution, delivery or performance of this Agreement orany of the Pledged Documents; or

 

(b)           by reason of, or inconnection with, any of the transactions or other matters contemplated by thisAgreement or any Pledged Document; or

 

(c)           by reason of, or inconnection with, any Release to the NGCB under the Pledged Documents.

 

## **11.          **Governing Law.  This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of Nevada.

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## **12.          **Execution in Counterparts.  It shallnot be necessary that all parties execute and deliver the same counterpart ofthis Agreement.  This Agreement shalltherefore become effective when each party has executed any counterpart hereofand delivered the same to the other parties. All such counterparts, collectively, shall be deemed a single agreement.

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## **IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be duly executed and delivered as of the date first abovewritten.**

 

 
| **LEROY’S HORSE AND SPORTS PLACE**a Nevada corporation |                      |     |
|-------------------------------------------------------------|---------------------------|----------|
|                                                        |                      |     |   |
| By:                                                         | /s/ John Salerno          |     |   |
| * *                                                    | *John Salerno, Secretary* | * * | * * |
|                                                        |                      |     |   |
|                                                        |                      |     |   |
|  /s/Robert  Kocienski                                  |                      |     |
| * Robert Kocienski*                                    | * *                  | * * |
|                                                        |                      |     |   |
|                                                        |                      |     |   |
|  /s/Tracey  Kocienski                                  |                      |     |
| * Tracey Kocienski*                                    | * *                  | * * |
|                                                             |                           |          |  |  |  |

 

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