American
      Wagering, Inc.




CODE
      OF
      BUSINESS CONDUCT AND ETHICS




**Table
      of Contents**




Introduction
              1Section
                  1.  Your Responsibilities
              2Section
                  2.  Compliance with Law and This Code
              3Section
                  3.  Conflicts of Interest
              5Section
                  4.  Loans, Travel Advances, Use of Company Assets
              6Section
                  5.  Protecting Company Information
              7Section
                  6.  Disclosure, Financial Records, Accurate Record-Keeping
And
                  Retention of RecordsSection
                  7.  Gifts, Entertainment, Fair Dealing and Competition
              10Section
                  8.  Waivers of the Code of Business Ethics, Compliance Procedures
                  and Administration of the CodeSection
                  9.  Company Resources for Guidance and Reporting
              13


**For
      purposes of this Code, each reference in this policy to
      "Associates** **"** **includes all American Wagering, Inc.** **(“** **AWI”)
      employees, officers and Board members.**





**AWI** **Code
      of Business Conduct and Ethics sets forth certain Company policies for ethical
      business conduct. The Code does not create any contractual rights of any kind
      between the Company and an** **AWI** **Associate or between the Company and third parties.**

















All AWI Associates, officers and directors must conduct themselves according to the
      guidelines described in this Code of Business Conduct and Ethics and avoid
      the
      appearance of inappropriate conduct. We will provide this Code to and expect
      it
      to be followed by all of the Company's Associates.





**INTRODUCTION**





This
      Code
      of Business Conduct and Ethics (this "Code") covers a wide range of business
      practices and procedures, but does not cover every issue that may arise. Its
      purpose is to set out basic principles and policies
      to guide all Company Associates. It is designed to give you a clear and broad
      understanding of the conduct
      expected of our Associates to promote ethical and honest behavior and
      integrity in all matters, deter wrongdoing and at all times maintain the
      confidence of our shareholders, our
      customers and the outside community in our systems of controls.





If
      a law
      conflicts with the policies in this Code, Associates must
      comply with the law. However, if a local custom or policy conflicts with this
      Code, Associates must
      comply with this Code. Associates
      who have
      any
      questions about these conflicts are urged to ask their manager or the
      responsible party identified in this Code for guidance about the
      situation.





Anyone
      who violates this Code is subject to disciplinary action in accordance with
      this
      Code and other Company policies and procedures. If Associates are
      in a
      situation that they believe may violate or lead to a violation of this Code,
      they should follow the compliance procedures described throughout this
      Code.





No
      code
      of business ethics and conduct can replace the thoughtful behavior of an ethical
      Associate. The purpose of this Code is to provide a guide on how to recognize
      and deal with ethical issues, to provide mechanisms to report non-compliant conduct and to foster a culture of honesty,
      integrity and accountability.






1






**Section
      1**





**YOUR
      RESPONSIBILITIES**





***SOME
      HIGHLIGHTS OF THIS CODE***





All
      AWI
      Associates are responsible for reading, understanding and complying with this
      Code. Ignorance of this Code is not an excuse for failing to comply with its
      requirements. Here are some general guiding principles:





·
            Aspire
                to act with integrity and honesty in all
                matters.





·
            Follow
                the law wherever you are and in all material
                respects.





·
            Keep
                accurate and timely financial and other records for both internal
                and
                external activities andtransactions
                which fairly present the activities, transactions and the Company's
                financial position.





·
            Use
                Company assets,including
                its facilities, computers, supplies, materials, telephones, and work
                time,
                for the benefit of the Company, not for personal gain or benefit.





·
            Never
                bribe or improperly influence a government or regulatory official
                or
                agent.





·
            Deal
                with customers, suppliers, vendors and all other third parties fairly
                and
                at arm's length.





·
            Safeguard
                the Company's proprietary information and the information of customers,
                suppliers and vendors entrusted to
                you.





·
            Refrain
                from behavior that harms the reputation of the
                Company.





·
            Violations
                of this Code include direct violations as well as asking others to
                violate
                the Code or failing to cooperate in a Code
                investigation.





·
            Violating
                the Code can result in disciplinary action. Discipline will depend
                on the
                facts and circumstances, and may include, alone or in combination,
                a
                letter of reprimand, demotion, suspension and even termination of
                employment and legal proceedings.





·
            If
                you need guidance concerning this Code,Associatesshould
                contact Management or the Human Resources Department. Please review
                Section 9 to see how to contact these Company
                resources.









2




**Section
      2**





**COMPLIANCE
      WITH THE LAW AND THIS CODE**





All
      Associates are responsible for complying with the laws of the U.S. or the
      province and country in which they are employed. Associates should become aware
      of and understand the laws that affect their job performance, even if these
      laws
      are not listed below. While each and every law and regulation with which the
      Company must comply cannot be described, a few examples are listed
      below:





*Wage
      and Hour and Other Labor Laws*





It
      is
      Company policy to comply with all applicable laws and regulations in the
      jurisdictions in which the Company
      does business relating to the payment of wages, overtime, time off, prohibitions
      and limitations  on
      the
      employment of minors, employment of aliens and related topics. As described
      in
      Section 6 below, appropriate documentation needs to be maintained by all responsible Associates
      so that the Company can demonstrate its compliance with these laws and
      regulations.





*Antitrust
      Laws*





Very
      complex antitrust laws prohibit making agreements with competitors or customers
      to limit competition or sharing information, such as pricing information, that
      may limit or restrict competition. To prove an antitrust violation, the
      government or private litigant does not have to demonstrate that the parties
      had
      a written agreement to limit or restrict competition. Violations can be inferred
      from the parties' conduct. Therefore, Associates should not contact any
      competitor about the pricing of our products or services, the timing or content
      of our sales events, or any other aspect of the Company's competition
      efforts .
      Refer
      all questions or inquiries from outside attorneys or regulators to Management
      or
      to the Human Resources Department .




*Foreign
      Corrupt Practices Act*





AWI's
      business relationships outside the U.S. must comply with the requirements of
      certain U.S. laws that impose on the Company standards of conduct for its
      business throughout the world, including the prohibition
      of any direct or indirect payment or transfer of Company funds or assets to
      suppliers, vendors, or
      government officials in the form of bribes, kickbacks or other
      payoffs.





*Securities
      Laws*





U.S.
      federal and state securities laws and the Securities and Exchange Commission
      ("SEC") impose laws, rules and regulations regarding the use and public
      disclosure of corporate inside information ("nonpublic information"). The
      purpose of these regulations is to protect the interests of the Company, its
      shareholders and the investing public by providing them with timely, complete
      and accurate information about significant corporate developments which might
      affect the value of our stock.





These
      laws, rules and regulations require the Company, its Associates, and agents
      to
      ensure that information about the Company is not used impermissibly in
      connection with the purchase and sale of our stock. Violations of the securities
      laws can result in substantial civil and criminal prosecution as well as fines
      and penalties. Refer to the discussion of nonpublic information that appears
      in
      Section 5.






3





*Harassment
      and Discrimination*





The
      Company's policy is to promote and maintain a work environment in which all
      Associates, customers, suppliers, vendors, and manufacturers are treated with respect and decency.
      The
      Company discourages any form of discriminatory, disrespectful or harassing
      behavior by or towards any Associate, customer, supplier, vendor or
      manufacturer.





*Health
      and Safety*





The
      Company strives to provide each Associate with a safe and healthy work
      environment. Associates share responsibility for maintaining a safe workplace
      by
      following safety and health rules and practices and immediately reporting
      accidents, injuries and unsafe equipment, practices or conditions.





Threats
      or acts of violence or intimidation made by Associates or other representatives
      of the Company are  prohibited.
      Associates must report to work in condition to perform their duties, free from
      the influence of  illegal
      drugs or alcohol. The use of illegal drugs will not be tolerated. The use of
      alcohol is not permitted in the
      workplace except for limited Company approved use at certain company-sponsored
      events and celebrations.





*Associates’
      Obligations*





Associates
      are required to report violations and suspected violations of laws and of this
      Code. In all cases, there can be no retaliation or reprisal against an Associate
      for making good faith reports and every effort will be made to maintain
      confidentiality. Retaliation, retribution or harassment against any Associate
      making good faith reports is prohibited and is grounds for discipline, up to
      and
      including termination.





Associates
      should report these violations and any potential criminal violations to
      Management or the Human Resources Department .





Associates
      are required to cooperate with investigations into Code or legal violations
      and
      must always be truthful
      and forthcoming during the course of these investigations. If contacted by
      external legal authorities, Associates must first contact Management or the
      Human Resources Department.





All AWI Associates have important responsibilities under this Code and are responsible
      for setting the tone for ethical behavior and integrity. Seek guidance when
      necessary. When in doubt, ask Management or the Human Resources
      Department.









4


**Section
      3**





**CONFLICTS
      OF INTEREST**




A
      conflict of interest situation can arise when any Associate takes actions or
      has
      interests that may make it difficult to perform Company work objectively and effectively. Associates must
      not engage in any business
      activity, employment or outside interest that interferes with their duties
      to
      the Company, divides their
      loyalty, or creates an actual or apparent conflict of interest without
      appropriate approval. If an Associate
      is not sure whether a relationship or transaction poses a conflict, seek
      guidance from Management or the Human Resources Department .
      Keep in
      mind that this Code cannot address every potential conflict, so use common
      sense
      and seek guidance when questions arise.




*General
      Principles*





An
      Associate working simultaneously for a competitor, customer or supplier without
      appropriate approval generally constitutes a conflict of interest. Associates are not permitted
      to
      work for a competitor as an employee, officer, director, representative or
      in
      any other capacity. The best policy is to avoid any direct or
      indirect business connection with the Compan y ' s
      customers, suppliers or competitors, except on behalf of the
      Company.





Associates
      may not have a financial interest in a transaction with the Company, even an
      indirect interest through, for example, a family member, unless the Associate
      has obtained the prior written approval of the AWI CEO
      and/or CFO.





Without
      prior approval, Associates may not have any financial interest in customers
      or
      suppliers that could cause divided loyalty or the
      appearance of divided loyalty.





Although
      an AWI Associate may serve as a director or trustee of a charity or other nonprofit
      organization to which
      the Company may contribute, if an Associate wishes to serve as an actual
      "employee" (and not just as a director or trustee) of a charity or other
      nonprofit organization, they must obtain prior written approval of the AWI CEO
      and/or CFO.





Associates
      are prohibited from benefiting through opportunities that are discovered through
      the use of corporate property, information, or position, without prior written
      approval of the AWI  CEO
      and/or CFO. Associates also shall not compete with the Company directly or
      indirectly. Associates owe a duty to the Company to advance its legitimate
      interests when the opportunity to do so arises.





*Executive
      Officers and Outside Directors*





The
      board of ** directors
      or a designated committee must approve a director or an executive officer's
      direct or indirect interest in a material transaction involving the
      Company.





Officers
      of the Company must obtain the approval of the board of directors or a
      designated committee of  all
      outside directors for all employment or outside directorships with other
      public companies.









5


**Section
      4**





**LOANS,
      TRAVEL ADVANCES, USE OF COMPANY ASSETS**




*Loans*





Loans
      from the Company to directors and executive officers of the Company are
      prohibited in accordance with applicable federal law. AWI CEO or
      CFO must approve any loan from the Company to other Associates.





*Travel
      Advances*





The
      Company may advance cash, reasonable in relation to the anticipated expenses,
      to
      Associates, in accordance with Company policy, to cover reimbursable travel
      and
      similar expenses incurred while performing
      authorized activities for a business purpose on behalf of the Company.
      Associates must settle the
      advances through standard company documentation to show the extent to which
      such
      reimbursable expenses were incurred and reimburse any unused advance to the
      Company.





*Protection
      and Proper Use of Company Assets*





Company
      assets, including its proprietary information, are to be used to advance the
      Company's business. Associates should protect the Company ' s
      assets
      and ensure their efficient use. Theft, carelessness, and waste have a direct
      impact on the Company's profitability. Associates should report immediately
      any
      suspected incident of fraud or theft.









6


**Section
      5**





**PROTECTING
      COMPANY INFORMATION**





Associates
      have an obligation to safeguard the Company's nonpublic information and other
      confidential information, including information entrusted to the Company by
      its
      customers, vendors and suppliers. Nonpublic information includes, but is not
      limited to, items such as financial or technical data, sales, intellectual
      property (such as trade secrets and "know-how"), pricing, market data, salary
      information, databases, unpublished financials, plans for acquisitions or
      divestitures, information about major contracts, suppliers, vendors, designs,
      expansion plans, contraction plans, financing transactions, major management
      changes before such changes are publicly announced, and personal information
      about Associates that has not been disclosed or made available to the general
      public. Associates should not share any material nonpublic information with
      anyone outside the Company unless it is necessary or appropriate as part of
      their work responsibilities and the appropriate safeguard, such as a signed
      nondisclosure agreement, is in place. Associates have a continuing obligation
      to
      preserve nonpublic information even after their employment or other relationship
      with the Company ends.





*General
      Principles*





·
            Do
                not disclose any material nonpublic information to anyone outside
                the
                Company, except when disclosure is required for business purposes
                and
                appropriate steps have been taken, such as through the execution
                of a
                nondisclosure agreement, to prevent misuse of the
                information.





·
            Unauthorized
                use or distribution of material nonpublic information would not only
                violate Company policy but could also be illegal and result in civil
                or
                criminal penalties.





·
            Associates
                trading inAWIstock while in possession of material, nonpublic information concerningAWIor
                providing any material nonpublic information to others so that they
                may
                trade inAWIstock is illegal and could result in civil and criminal prosecution
                and
                penalties.





·
            Associates
                should treat the nonpublic information they receive from other companies
                confidentially. Any Associate with questions about the use of other
                companies' nonpublic information should contact Management or the
                Human
                Resources Department for guidance.





·
            Associates
                should not answer questions from the media or financial analysts;
                refer
                all such inquiries to the CEO or CFO.









7


**Section
      6**





**DISCLOSURE,
      FINANCIAL RECORDS, ACCURATE RECORD-KEEPING AND RETENTION** **OF** **RECORDS
      AND USE OF E-MAIL AND INTERNET SERVICES**





*Public
      Disclosure*





The
      U.S.
      securities laws and regulations require the preparation and disclosure of
      information about the Company's finances, business and operations. As a result,
      each Associate has a duty to:





·
            Comply
                with the Company's authorization procedures to ensure that the Company's
                transactions are properly
                authorized.





·  Keep
      records that accurately, fully and timely reflect material Company
      transactions.




·
            Provide
                and disclose information concerning Company transactions, assets
                and
                obligations that is truthful and accurate and does not omit a fact
                that
                would alter the public's understanding or perception of the
                information.





AWI's policy
      is to comply with its reporting and disclosure obligations and maintain the
      internal controls necessary and required to assure compliance with the Company's legal
      obligations. If an Associate has questions about these matters, they should
      consult Management or the Human Resources Department to report any suspected
      violations in the manner described in Section 8.




*Company* *Records*





The
      Company's records are the basis for managing the Company's business and for
      fulfilling its obligations to shareholders, customers, suppliers, vendors and
      regulatory authorities. The Company requires honest, accurate and timely
      recording and reporting of information in order to make responsible business
      decisions and to comply with SEC disclosure obligations. Every Company financial
      record , including
      time sheets, sales records and expense report s, must
      be
      complete, accurate and in accordance with all applicable laws.





Associates
      must:


·  comply
      with all required accounting procedures;


·  correctly
      and accurately identify and record all assets, liabilities, and
      revenues;


·  respond
      fully and accurately to internal and external auditors;


·
            record and classify transactions in the appropriate accounting period
                and
                in the appropriate account and
                department;


·
            support required estimates and accruals by appropriate documentation,
                based on good judgment.




Associates
      must not:


· Make
      any
      knowingly false or misleading accounting entries;


·
            Make any knowingly false or misleading statements to internal or
                external
                auditors or knowingly omit or hold back information necessary to
                make
                the
              statements truthful;


·
            Withhold information, books and records from internal or external
                auditors.







8


The
      Company's books, records, accounts and financial statements, including tax
      returns, expense reimbursements, sales information, time sheets, and other
      documents and reports (and including those submitted
      to external agencies), must be maintained in reasonable detail, must be clear
      and accurate, must appropriately and accurately reflect the Company's transactions, and must
      conform to applicable legal and accounting requirements and to the Company's
      system of internal controls. All entries in the Company's books and records,
      including department accounts and individual expense reports, must clearly
      and
      accurately reflect each transaction. Unrecorded or other "off the books"
      agreements are not  permitted.





*Business
      Communications Systems*





Business
      records and communications, including e-mails, internal memos and reports,
      often
      become public, and Associates should avoid exaggeration, derogatory remarks,
      guesswork, or inappropriate characterizations of people and
      companies.





The
      Company's e-mail system and Internet services are provided for work related
      purposes and not for personal
      matters. Incidental and occasional personal use is permitted, but is not
      permitted for any purpose inconsistent with this Code. Do not access, send or download any information
      that is illegal or could be insulting
      or offensive to another person, such as sexually explicit messages, cartoons
      or
      jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed
      as harassment.





E-mail
      messages, voice mail and computer information are considered Company property
      and Associates should not have any expectation of privacy. Unless prohibited
      by
      law, the Company reserves the right to monitor, access and disclose this
      information as necessary for business purposes or as the Company otherwise
      deems
      appropriate. Use good judgment and do not access, send a message, or store
      any
      information that would be inappropriate if seen or heard by other individuals.
      Violation of these policies may result in disciplinary actions up to and
      including discharge by the Company.





*Record
      Retention*





Retain
      or
      discard records in accordance with the Company's guidelines on record retention.
      If Associates become aware of a threatened or pending litigation or governmental
      investigation, immediately consult with Management or the Human Resources
      Department about the retention of records.




9




**Section
      7**





**GIFTS,
      ENTERTAINMENT, FAIR DEALING AND COMPETITION**





*Gifts* *and
      Entertainment*





Receipt
      of a gift can create a conflict of interest or the appearance of a conflict
      of
      interest. Associates must
      not,
      without approval of a Company officer, solicit or accept, directly or
      indirectly, from any actual or
      potential supplier, vendor or competitor or other third party with whom the
      Company has or may reasonably expect to have a business relationship, any bribe,
      commission, kickback, gratuity or gift, except for personal, non-cash gifts
      of
      nominal value or customary and normal entertainment. To assist in determining
      whether a gift is acceptable, Associates should ask whether accepting the gift
      or services would be perceived by others, after the event, to have influenced
      such Associate's judgment or action? Will the person offering it think such
      Associate has been compromised? If the answer to either of these questions
      is
      "yes", the Associate should refuse the gift gracefully, advising the giver
      of
      the Company's policy prohibiting its acceptance. The Company selects suppliers
      and vendors on merit, considering among other things, price, quality, and
      reputation.





Associates
      may accept occasional meals or other forms of reasonable entertainment from
      suppliers or vendors as a courtesy extended during the normal course of
      business, provided the entertainment is not offered to influence your business
      decisions. If the entertainment proposed is more than reasonable, the approval
      of a Company officer must be obtained.




*Competition
      and Fair Dealing*





AWI seeks to
      outperform our competition fairly and honestly and seeks competitive advantages
      through superior
      performance, never through unethical or illegal business practices. Each
      Associate should deal fairly with the Company's customers, suppliers,
      competitors and other Associates. No Associate should take unfair advantage
      of
      anyone through manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts, or any other intentional unfair-dealing
      practice.


10




**Section
      8**





**WAIVERS** **OF** **TIIE
      CODE OF BUSINESS ETHICS, COMPLIANCE PROCEDURES AND ADMINISTRATION OF THE
      CODE**





Only
      the
      Board of Directors or its designated committee can grant a waiver of this Code
      for executive officers and Board members. Such waivers may be granted only
      in
      instances in which the specific facts are consistent with this Code's
      fundamental purpose of promoting integrity and ethical behavior on the part
      of
      each member of the Company. The Company will disclose such waiver to the extent
      required by applicable law or regulation.





For
      Associates other than executive officers and directors, only the CEO can grant
      waivers from this Code.




*Obligation
      to Report Violations in Good Faith:* Associates
      are required to report or cause to be reported, in good faith, any of the
      following:





·
            any improper, inaccurate or misleading information included or to
                be
                included in any Company public communication, SEC filing (including
                annual
                reports and
              quarterly reports), or financial
                statement;





·  questionable
      accounting, auditing, financial reporting, or internal controls;





·  any
      suspected fraud or theft, or improper use of Company assets; and





·  any
      retaliation against any person reporting any of the above matters.





*Reporting
      Procedures:* Any
      of
      the above matters should be reported to Management or to the Human Resources Department. Each report will be logged, retained and
      investigated.





If
      in
      reporting any questionable accounting, auditing, financial reporting, or
      internal controls matter, an AWI Associate wishes to provide the report confidentially and anonymously, the
      report will be accepted on that
      basis. In reviewing and considering that report, the Company will maintain
      the
      confidentiality of the report. There may be times or circumstances, however,
      where for legal reasons (and as may be permitted by applicable federal law)
      the
      Company is not possible or appropriate to maintain the confidentiality of such
      matter, in which case we will seek to avoid any prejudice to the Associate
      or
      retaliation against the Associate.





All AWI Associates have a responsibility to assist and cooperate in any investigation
      of
      any of the above matters,
      whether involving a report or information submitted by an Associate or by anyone
      else. All AWI Associates are also required to assist in any investigation by any regulatory
      or
      law enforcement agency and
      Associates must promptly notify Management or to the Human Resources Department
      if an Associate is contacted by any such agency.





*No
      Retaliation:* Retaliation
      against "whistleblowers" is illegal under United States law and certain foreign
      laws, and AWI will
      assure that the legal protections afforded by law to such "whistleblowers"
      are
      maintained. Accordingly, no AWI Associates will be subject to retaliation or discipline for providing,
      in good faith, reports or other information concerning suspected violations
      of
      law or Company policy
      or of any of the other above matters. If Associates believe that they are the
      subject of retaliation or that
      their job status has been adversely affected as a result of reporting






11






under
      this Code, Associates should contact
      Management or the Human Resources Department.





*Compliance
      Procedures:* The
      responsibility for administering this Code rests with each Associate of the
      Company. Associates are responsible for making sure that they comply with this
      Code.











12


**Section
      9**





**COMPANY
      RESOURCES FOR GUIDANCE AND REPORTING**





Victor
      Salerno, Chief Executive Officer


702-735-0101





Timothy
      Lockinger, Chief Financial Officer


702-735-0101








**AWI's
      Code of Business Conduct and Ethics offers non-exclusive, general guidelines
      for
      ethical business conduct. The Code does not create any contractual rights of
      any
      kind between the Company and each associate or between the Company and third
      parties.**












13