**Exhibit 10.2**

 

**COMMERCIALGUARANTY**

 
| **Principal** | ** ** | **Loan Date** | ** ** | **Maturity** | ** ** | **Loan No.** | ** ** | **Call/Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** |
|---------------|------------|---------------|------------|--------------|------------|--------------|------------|---------------|------------|-------------|------------|-------------|------------|--------------|
| ** **    | ** ** | ** **    | ** ** | ** **   | ** ** | **7015103**  | ** ** | **1E/45**     | ** ** | ** **  | ** ** | **CH**      | ** ** | ** **   |

 

**References in the boxes above are for Lender’s useonly and do not limit the applicability of this document to any particular loanor item.  Any item above containing “***”has been omitted due to text length limitations**

 
| **Borrower:**  | ** ** | **AWI GAMING, INC.****P.O. Box 56****Lovelock, NV 89419**   | ** ** | **Lender:** | ** ** | **GREAT BASIN BANK OF  NEVADA****Fallon Office****498 W. Williams Avenue****Fallon, NV 89406** |
|----------------|------------|------------------------------------------------------------------|------------|-------------|------------|------------------------------------------------------------------------------------------------|
| ** **     | ** ** | ** **                                                       | ** ** | ** **  | ** ** | ** **                                                                                     |
| **Guarantor:** | ** ** | **STURGEON’S, LLC  P. O. Box 56  Lovelock, NV  89419** | ** ** | ** **  | ** ** | ** **                                                                                     |

 

CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE.  For good and valuable consideration,Guarantor absolutely and unconditionally guarantees full and punctual paymentand satisfaction of the Indebtedness of Borrower to Lender, and the performanceand discharge of all Borrower’s obligations under the Note and the RelatedDocuments.  This is a guaranty of paymentand performance and not of collection, so Lender can enforce this Guarantyagainst Guarantor even when Lender has not exhausted Lender’s remedies againstanyone else obligated to pay the Indebtedness or against any collateralsecuring the Indebtedness, this Guaranty or any other guaranty of theIndebtedness.  Guarantor will make anypayments to Lender or its order, on demand, in legal tender of the UnitedStates of America, in same-day funds, without set-off or deduction orcounterclaim, and will otherwise perform Borrower’s obligations under the Noteand Related Documents.  Under thisGuaranty, Guarantor’s liability is unlimited and Guarantor’s obligations arecontinuing.

 

INDEBTEDNESS. The word “Indebtedness” as used in this Guaranty means all of theprincipal amount outstanding from time to time and at any one or more times,accrued unpaid interest thereon and all collection costs and legal expensesrelated thereto permitted by law, attorneys’ fees, arising from any and alldebts, liabilities and obligations of every nature or form, now existing orhereafter arising or acquired, that Borrower individually or collectively orinterchangeably with others, owes or will owe Lender.  “Indebtedness” includes, without limitation,loans, advances, debts, overdraft indebtedness, credit card indebtedness, leaseobligations, liabilities and obligations under any interest rate protectionagreements or foreign currency exchange agreements or commodity priceprotection agreements, other obligations, and liabilities of Borrower, and anypresent or future judgments against Borrower, future advances, loans ortransactions that renew, extend, modify, refinance, consolidate or substitutethese debts, liabilities and obligations whether: voluntarily or involuntarilyincurred; due or to become due by their terms or acceleration; absolute or contingent;liquidated or unliquidated; determined or undetermined; direct or 

 

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indirect; primary or secondary in nature or arisingfrom a guaranty or surety; secured or unsecured; joint or several or joint andseveral; evidenced by a negotiable or non-negotiable instrument or writing;originated by Lender or another or others; barred or unenforceable againstBorrower for any reason whatsoever; for any transactions that may be voidablefor any reason (such as infancy, insanity, ultra vires or otherwise); andoriginated then reduced or extinguished and then afterwards increased orreinstated.

 

If Lender presently holds one or more guaranties, orhereafter receives additional guaranties from Guarantor, Lender’s rights underall guaranties shall be cumulative.  ThisGuaranty shall not (unless specifically provided below to the contrary) affector invalidate any such other guaranties. Guarantor’s liability will beGuarantor’s aggregate liability under the terms of this Guaranty and any suchother unterminated guaranties.

 

CONTINUING GUARANTY. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TOGUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THEINDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING ORACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE ORDIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANYREMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THEOUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME.

 

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without thenecessity of any acceptance by Lender, or any notice to Guarantor or toBorrower, and will continue in full force until all the indebtedness incurredor contracted before receipt by Lender of any notice of revocation shall havebeen fully and finally paid and satisfied and all of Guarantor’s otherobligations under this Guaranty shall have been performed in full.  If Guarantor elects to revoke this Guaranty,Guarantor may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, bycertified mail, at Lender’s address listed above or such other place as Lendermay designate in writing.  Writtenrevocation of this Guaranty will apply only to new Indebtedness created afteractual receipt by Lender of Guarantor’s written revocation.  For this purpose and without limitation, theterm “new Indebtedness” does not include the Indebtedness which at the time ofnotice of revocation is contingent, unliquidated, undetermined or not due andwhich later becomes absolute, liquidated, determined or due.  For this purpose and without limitation, “newIndebtedness” does not include all or part of the Indebtedness that is:incurred by Borrower prior to revocation; incurred under a commitment thatbecame binding before revocation; any renewals, extensions, substitutions, andmodifications of the Indebtedness.  ThisGuaranty shall bind Guarantor’s estate as to the Indebtedness created bothbefore and after Guarantor’s death or incapacity, regardless of Lender’s actualnotice of Guarantor’s death.  Subject tothe foregoing, Guarantor’s executor or administrator or other legalrepresentative may terminate this Guaranty in the same manner in whichGuarantor might have terminated it and with the same effect.  Release of any other guarantor or terminationof any other guaranty of the Indebtedness shall not affect the liability ofGuarantor under this Guaranty.  Arevocation Lender receives from any one or more Guarantors shall not affect theliability of any remaining Guarantors under this Guaranty.  It is anticipated that fluctuations may occurin the aggregate amount of the Indebtedness covered by this Guaranty, andGuarantor specifically acknowledges and agrees that reductions in the amount ofthe Indebtedness, even to zero dollars ($0.00), shall not constitute atermination of this Guaranty.  ThisGuaranty is binding upon Guarantor and Guarantor’s heirs, successors andassigns so long as any of the Indebtedness remains unpaid and even though theIndebtedness may from time to time be zero dollars ($0.00).

 

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GUARANTOR’S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either before orafter any revocation hereof, without notice or demand and without lesseningGuarantor’s liability under this Guaranty, from time to time: (A) prior torevocation as set forth above, to make one or more additional secured orunsecured loans to Borrower, to lease equipment or other goods to Borrower, orotherwise to extend additional credit to Borrower; (B) to alter,compromise, renew, extend, accelerate, or otherwise change one or more timesthe time for payment or other terms of the Indebtedness or any part of theIndebtedness, including increases and decreases of the rate of interest on theIndebtedness; extensions may be repeated and may be for longer than theoriginal loan term; (C) to take and hold security for the payment of thisGuaranty or the Indebtedness, and exchange, enforce, waive, subordinate, failor decide not to perfect, and release any such security, with or without thesubstitution of new collateral; (D) to release, substitute, agree not tosue, or deal with any one or more of Borrower’s sureties, endorsers, or otherguarantors on any terms or in any manner Lender may choose; (E) todetermine how, when and what application of payments and credits shall be madeon the Indebtedness; (F) to apply such security and direct the order ormanner of sale thereof, including without limitation, any nonjudicial salepermitted by the terms of the controlling security agreement or deed of trust,as Lender in its discretion may determine: (G) to sell.  transfer, assign or grant participations inall or any part of the Indebtedness; and (H) to assign or transfer thisGuaranty in whole or in part.

 

GUARANTOR’S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants to Lenderthat (A) no representations or agreements of any kind have been made toGuarantor which would limit or qualify in any way the terms of this Guaranty; (B) thisGuaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantorhas full power, right and authority to enter into this Guaranty; (D) theprovisions of this Guaranty do not conflict with or result in a default underany agreement or other instrument binding upon Guarantor and do not result in aviolation of any law, regulation, court decree or order applicable toGuarantor; (E) Guarantor has not and will not, without the prior writtenconsent of Lender, sell, lease, assign, encumber, hypothecate, transfer, orotherwise dispose of all or substantially all of Guarantor’s assets, or anyinterest therein; (F) upon Lender’s request, Guarantor will provide toLender financial and credit information in form acceptable to Lender, and allsuch financial information which currently has been, and all future financialinformation which will be provided to Lender is and will be true and correct inall material respects and fairly present Guarantor’s financial condition as ofthe dates the financial information is provided; (G) no material adversechange has occurred in Guarantor’s financial condition since the date of themost recent financial statements provided to Lender and no event has occurredwhich may materially adversely affect Guarantor’s financial condition; (H) nolitigation, claim, investigation, administrative proceeding or similar action(including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lenderhas made no representation to Guarantor as to the creditworthiness of Borrower;and (J) Guarantor has established adequate means of obtaining from Borroweron a continuing basis information regarding Borrower’s financialcondition.  Guarantor agrees to keepadequately informed from such means of any facts, events, or circumstanceswhich might in any way affect Guarantor’s risks under this Guaranty, and Guarantorfurther agrees that, absent a request for information, Lender shall have noobligation to disclose to Guarantor any information or documents acquired byLender in the course of its relationship with Borrower.

 

GUARANTOR’S FINANCIAL STATEMENTS.  Guarantor agrees to furnish Lender with thefollowing:

 

**Annual Statements**.  As soon as available, but in no event laterthan sixty (60) days after the end of each fiscal year, Guarantor’s balancesheet and income statement for the year ended, prepared by Guarantor.

 

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**Tax Returns**.  As soon as available, but in no event laterthan thirty (30) days after the applicable filing date for the tax reportingperiod ended, Federal and other governmental tax returns, prepared by a taxprofessional satisfactory to Lender.

 

All financial reports required to be provided underthis Guaranty shall be prepared in accordance with GAAP, applied on aconsistent basis, and certified by Guarantor as being true and correct.

 

GUARANTOR’S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right torequire Lender (A) to continue lending money or to extend other credit toBorrower; (B) to make any presentment, protest, demand, or notice of anykind, including notice of any nonpayment of the indebtedness or of anynonpayment related to any collateral, or notice of any action or nonaction onthe part of Borrower, Lender, any surety, endorser, or other guarantor inconnection with the Indebtedness or in connection with the creation of new oradditional loans or obligations; (C) to resort for payment or to proceeddirectly or at once against any person, including Borrower or any otherguarantor; (D) to proceed directly against or exhaust any collateral heldby Lender from Borrower, any other guarantor, or any other person; (E) togive notice of the terms, time, and place of any public or private sale ofpersonal property security held by Lender from Borrower or to comply with anyother applicable provisions of the Uniform Commercial Code; (F) to pursueany other remedy within Lender’s power; or (G) to commit any act oromission of any kind, or at any time, with respect to any matter whatsoever.

 

Guarantor also waives any and all rights or defensesbased on suretyship or impairment of collateral including, but not limited to,any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency”law or any other law which may prevent Lender from bringing any action,including a claim for deficiency, against Guarantor, before or after Lender’scommencement or completion of any foreclosure action, either judicially or byexercise of a power of sale; (B) any election of remedies by Lender whichdestroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’srights to proceed against Borrower for reimbursement, including withoutlimitation, any loss of rights Guarantor may suffer by reason of any lawlimiting, qualifying, or discharging the Indebtedness; (C) any disabilityor other defense of Borrower, of any other guarantor, or of any other person,or by reason of the cessation of Borrower’s liability from any causewhatsoever, other than payment in full in legal tender, of the Indebtedness; (D) anyright to claim discharge of the Indebtedness on the basis of unjustifiedimpairment of any collateral for the Indebtedness; (E) any statute oflimitations, if at any time any action or suit brought by Lender againstGuarantor is commenced, there is outstanding Indebtedness which is not barredby any applicable statute of limitations; or (F) any defenses given toguarantors at law or in equity other than actual payment and performance of theIndebtedness.  If payment is made byBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtednessand thereafter Lender is forced to remit the amount of that payment to Borrower’strustee in bankruptcy or to any similar person under any federal or statebankruptcy law or law for the relief of debtors, the Indebtedness shall beconsidered unpaid for the purpose of the enforcement of this Guaranty.

 

Guarantor further waives and agrees not to assert orclaim at any time any deductions to the amount guaranteed under this Guarantyfor any claim of setoff, counterclaim, counter demand, recoupment or similarright, whether such claim, demand or right may be asserted by the Borrower, theGuarantor, or both.

 

GUARANTOR’S UNDERSTANDING WITH RESPECT TOWAIVERS.  Guarantor warrants and agreesthat each of the waivers set forth above is made with Guarantor’s fullknowledge of its significance and consequences and that, under thecircumstances, the waivers are reasonable and not contrary to public 

 

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policy or law. If any such waiver is determined to be contrary to any applicable law orpublic policy, such waiver shall be effective only to the extent permitted bylaw or public policy.

 

SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR.  Guarantor agrees that the Indebtedness,whether now existing or hereafter created, shall be superior to any claim thatGuarantor may now have or hereafter acquire against Borrower, whether or notBorrower becomes insolvent.  Guarantorhereby expressly subordinates any claim Guarantor may have against Borrower,upon any account whatsoever, to any claim that Lender may now or hereafter haveagainst Borrower.  In the event ofinsolvency and consequent liquidation of the assets of Borrower, throughbankruptcy, by an assignment for the benefit of creditors, by voluntaryliquidation, or otherwise, the assets of Borrower applicable to the payment ofthe claims of both Lender and Guarantor shall be paid to Lender and shall befirst applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have oracquire against Borrower or against any assignee or trustee in bankruptcy ofBorrower; provided however, that such assignment shall be effective only forthe purpose of assuring to Lender full payment in legal tender of theIndebtedness.  If Lender so requests, anynotes or credit agreements now or hereafter evidencing any debts or obligationsof Borrower to Guarantor shall be marked with a legend that the same aresubject to this Guaranty and shall be delivered to Lender.  Guarantor agrees, and Lender is herebyauthorized, in the name of Guarantor, from time to time to file financingstatements and continuation statements and to execute documents and to takesuch other actions as Lender deems necessary or appropriate to perfect,preserve and enforce its rights under this Guaranty.

 

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are apart of this Guaranty:

 

**Amendments**.  This Guaranty, together, with any RelatedDocuments, constitutes the entire understanding and agreement of the parties asto the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unlessgiven in writing and signed by the party or parties sought to be charged orbound by the alteration or amendment.

 

**Attorneys’ Fees; Expenses**.  Guarantor agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s attorneys’ fees and Lender’slegal expenses, incurred in connection with the enforcement of thisGuaranty.  Lender may hire or pay someoneelse to help enforce this Guaranty, and Guarantor shall pay the costs andexpenses of such enforcement.  Costs andexpenses include Lender’s attorneys’ fees and legal expenses whether or notthere is a lawsuit, including attorneys’ fees and legal expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), appeals, and any anticipated post judgment collectionservices.  Guarantor also shall pay allcourt costs and such additional fees as may be directed by the court.

 

**Caption Headings**.  Caption headings in this Guaranty are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Guaranty.

 

**Governing Law**.  This Guaranty will be governed by federal lawapplicable to Lender and, to the extent not preempted by federal law, the lawsof the State of Nevada without regard to its conflicts of law provisions.

 

**Integration**.  Guarantor further agrees that Guarantor hasread and fully understands the terms of this Guaranty; Guarantor has had theopportunity to be advised by Guarantor’s attorney with respect to thisGuaranty; the Guaranty fully reflects Guarantor’s intentions and parol evidenceis not required to interpret the terms of this Guaranty.  Guarantor hereby indemnifies and holds Lenderharmless from all losses, claims, damages, and costs (including Lender’sattorneys’ fees) suffered or incurred by Lender as a result of any breach byGuarantor of the warranties, representations and agreements of this paragraph.

 

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**Interpretation**.  In all cases where there is more than oneBorrower or Guarantor, then all words used in this Guaranty in the singularshall be deemed to have been used in the plural where the context andconstruction so require; and where there is more than one Borrower named inthis Guaranty or when this Guaranty is executed by more than one Guarantor, thewords “Borrower” and “Guarantor” respectively shall mean all and any one ormore of them.  The words “Guarantor,” “Borrower,”and “Lender” include the heirs, successors, assigns, and transferees of each ofthem.  If a court finds that anyprovision of this Guaranty is not valid or should not be enforced, that fact byitself will not mean that the rest of this Guaranty will not be valid or enforced.  Therefore, a court will enforce the rest ofthe provisions of this Guaranty even if a provision of this Guaranty may befound to be invalid or unenforceable.  Ifany one or more of Borrower or Guarantor are corporations, partnerships,limited liability companies, or similar entities, it is not necessary forLender to inquire into the powers of Borrower or Guarantor or of the officers,directors, partners, managers, or other agents acting or purporting to act ontheir behalf, and any indebtedness made or created in reliance upon theprofessed exercise of such powers shall be guaranteed under this Guaranty.

 

**Notices**.  Any notice required to be given under thisGuaranty shall be given in writing, and, except for revocation notices byGuarantor, shall be effective when actually delivered, when actually receivedby telefacsimile (unless otherwise required by law), when deposited with anationally recognized overnight courier, or, if mailed, when deposited in theUnited States mail, as first class, certified or registered mail postageprepaid, directed to the addresses shown near the beginning of thisGuaranty.  All revocation notices byGuarantor shall be in writing and shall be effective upon delivery to Lender asprovided in the section of this Guaranty entitled “DURATION OF GUARANTY.” Anyparty may change its address for notices under this Guaranty by giving formalwritten notice to the other parties, specifying that the purpose of the noticeis to change the party’s address.  Fornotice purposes, Guarantor agrees to keep Lender informed at all times ofGuarantor’s current address.  Unlessotherwise provided or required by law, if there is more than one Guarantor, anynotice given by Lender to any Guarantor is deemed to be notice given to allGuarantors.

 

**No Waiver by Lender**.  Lender shall not be deemed to have waived anyrights under this Guaranty unless such waiver is given in writing and signed byLender.  No delay or omission on the partof Lender in exercising any right shall operate as a waiver of such right orany other right.  A waiver by Lender of aprovision of this Guaranty shall not prejudice or constitute a waiver of Lender’sright otherwise to demand strict compliance with that provision or any otherprovision of this Guaranty.  No priorwaiver by Lender, nor any course of dealing between Lender and Guarantor, shallconstitute a waiver of any of Lender’s rights or of any of Guarantor’sobligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, thegranting of such consent by Lender in any instance shall not constitutecontinuing consent to subsequent instances where such consent is required andin all cases such consent may be granted or withheld in the sole discretion ofLender.

 

**Successors and Assigns**.  Subject to any limitations stated in thisGuaranty on transfer of Guarantor’s interest, this Guaranty shall be bindingupon and inure to the benefit of the parties, their successors and assigns.

 

DEFINITIONS. The following capitalized words and terms shall have the followingmeanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollaramounts shall mean amounts in lawful money of the United States of America.  Words and terms used in the singular shallinclude the plural, and the plural shall include the singular, as the contextmay require.  Words and terms nototherwise defined in this Guaranty shall have the meanings attributed to suchterms in the Uniform Commercial Code:

 

**Borrower**.  The word “Borrower” means AWI GAMING, INC.and includes all co-signers and co-makers signing the Note and all theirsuccessors and assigns.

 

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**GAAP**.  The word “GAAP” means generally acceptedaccounting principles.

 

**Guarantor**.  The word “Guarantor” means everyone signingthis Guaranty, including without limitation STURGEON’S, LLC, and in each case,any signer’s successors and assigns.

 

**Guaranty**.  The word “Guaranty” means this guaranty fromGuarantor to Lender.

 

**Indebtedness**.  The word “Indebtedness” means Borrower’sindebtedness to Lender as more particularly described in this Guaranty.

 

**Lender**.  The word “Lender” means GREAT BASIN BANK OFNEVADA, its successors and assigns.

 

**Note**.  The word “Note” means and includes withoutlimitation all of Borrower’s promissory notes and/or credit agreementsevidencing Borrower’s loan obligations in favor of Lender, together with allrenewals of, extensions of, modifications of, refinancings of, consolidationsof and substitutions for promissory notes or credit agreements.

 

**Related Documents**.  The words “Related Documents” mean allpromissory notes, credit agreements, loan agreements, environmental agreements,guaranties, security agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed in connection with theIndebtedness.

 

EACH UNDERSIGNEDGUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY ANDAGREES TO ITS TERMS.  IN ADDITION, EACHGUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’SEXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILLCONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATIONOF GUARANTY”.  NO FORMAL ACCEPTANCE BYLENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS GUARANTY IS DATED MAY 5, 2008.

 
| **GUARANTOR:**                                         | ** **                                                     | ** ** | ** ** |
|--------------------------------------------------------|----------------------------------------------------------------|------------|------------|
| ** **                                             | ** **                                                     | ** ** | ** ** |
| **STURGEON’S, LLC**                               | ** **                                                     | ** ** | ** ** |
| ** **                                             | ** **                                                     | ** ** | ** ** |
| **AWI GAMING, INC., Manager of  STURGEON’S, LLC** | ** **                                                     | ** ** | ** ** |
| ** **                                             | ** **                                                     | ** ** | ** ** |
| ** **                                             | ** **                                                     | ** ** | ** ** |
| **By:**                                                | **/s/  John M. Salerno**                                       | ** ** | **By:**    | **/s/  Bruce E. Dewing** |
| ** **                                             | **JOHN M.  SALERNO,**                                          | ** ** | ** ** | **  BRUCE  E. DEWING,** |
| ** **                                             | **     Secretary/  Treasurer of AWI** | ** ** | ** ** | **   President of AWI GAMING,** |
| ** **                                             | **   GAMING,  INC.**                            | ** ** | ** ** | **   INC.** |
|                                                        |                                                                |            |            |  |  |

 

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LIMITED LIABILITY COMPANYACKNOWLEDGMENT

 
| STATE OF NEVADA    | }ss.   |   |
|--------------------|--------|--------|
| COUNTY OF PERSHING |   |

 

This instrument wasacknowledged before me on May 7th, 2008 by JOHN M. SALERNO,Secretary/Treasurer of AWI GAMING, INC., Manager of STURGEON’S, LLC and BRUCEE. DEWING, President of AWI GAMING, INC., Manager of STURGEON’S, LLC, asdesignated agents of STURGEON’S, LLC.

 
| ** **        | **/s/ Shelly Iniguez**                         |
|-------------------|------------------------------------------------|
| ** **        | **NOTARY PUBLIC**                              |
| **[Notary Seal]** | **Notary Public in and for State  of  Nevada** |

 

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