**Exhibit 10.1**

 

**CHANGE INTERMS AGREEMENT**

 
| **Principal** | ** **       | **Loan Date** | ** **     | **Maturity** | ** **     | **Loan No.** | ** **  | **Call/Coll** | ** ** | **Account** | ** ** | **Officer** | ** ** | **Initials** | ** ** |
|---------------|------------------|---------------|----------------|--------------|----------------|--------------|-------------|---------------|------------|-------------|------------|-------------|------------|--------------|------------|
| **$**         | **1,625,000.00** | ** **    | **05-05-2008** | ** **   | **02-04-2013** | ** **   | **7015103** | ** **    | **1E/45**  | ** **  | ** ** | ** **  | **CH**     | ** **   | ** ** | ** ** |
|               |                  |               |                |              |                |              |             |               |            |             |            |             |            |              |            |  |

 
| **References in the boxes above  are for Lender’s use only and do not limit the applicability of this document  to any particular loan or 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** |
|---------------|------------|----------------------------------------------------------------|------------|-------------|------------|------------------------------------------------------------------------------------------------|

 
| **Principal Amount:  $1,625,000.00** | ** ** | **Interest Rate:  8.00%** | ** ** | **Date of Agreement:  May 5, 2008** |
|-------------------------------------------|------------|--------------------------------|------------|-----------------------------------------------|

 

DESCRIPTION OF EXISTING INDEBTEDNESS.  Promissory Note dated February 21, 2006between Borrower and Lender in the principal amount of $1,500,000.00 and allsubsequent modifications together with other previously signed documents thatremain in effect.

 

DESCRIPTION OF COLLATERAL.  Borrower acknowledges this Note is secured bythe following collateral described in the security instrument listed herein,all the terms and conditions of which are hereby incorporated and made a partof this Agreement:

 

## **(A)          A Deed of Trust dated February 21,2006, Recorded February 28, 2006, Document Number 247484, to a trustee infavor of lender for all real property located at 1420 Cornell Avenue, Lovelock,Pershing County, Nevada.**

## ** **

## **(B)          A Commercial Security Agreement dated February 21,2006 between Borrower and Lender, for all Furniture, Fixtures, Equipment, andall Gaming Equipment.**

##  

DESCRIPTION OF CHANGE IN TERMS.  Increase Loan Amount, payment amount andpayment stream change.

 

PROMISE TO PAY. AWI GAMING, INC. (“Borrower”) promises to pay to GREAT BASIN BANK OFNEVADA (“Lender”), or order, in lawful money of the United States of America,the principal amount of One Million Six Hundred Twenty-five Thousand &00/100 Dollars ($1,625,000.00), together with interest at the rate of 8.000%per annum on the unpaid principal balance from May 5, 2008, until paid infull. The interest rate may change under the terms and conditions of the “INTERESTAFTER DEFAULT” section.

 

PAYMENT. Borrower will pay this loan in 56 regular payments of $13,710.00 eachand one irregular last payment estimated at $1,450,635.05. Borrower’s firstpayment is due June 4, 2008, and all subsequent payments are due on thesame day of each month after that. Borrower’s final payment will be due on February 4, 2013, and willbe for all principal and all accrued interest not yet paid.  Payments include

 

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principal and interest.  Unless otherwise agreed or required byapplicable law, payments will be applied first to any late charges; then to anyaccrued unpaid interest; and then to principal. Interest on this loan is computed on a 365/360 simple interest basis;that is, by applying the ratio of the annual interest rate over a year of 360days, multiplied by the outstanding principal balance, multiplied by the actualnumber of days the principal balance is outstanding.  Borrower will pay Lender at Lender’s addressshown above or at such other place as Lender may designate in writing.

 

PREPAYMENT PENALTY; MINIMUM INTEREST CHARGE.  Borrower agrees that all loan fees and otherprepaid finance charges are earned fully as of the date of the loan and willnot be subject to refund upon early payment (whether voluntary or as a resultof default), except as otherwise required by law.  In any event, even upon full prepayment ofthis Agreement, Borrower understands that Lender is entitled to a minimuminterest charge of $15.00.  Uponprepayment of this Agreement, Lender is entitled to the following prepaymentpenalty: The Borrower may prepay up to 20% of the principal balance in any yearwithout penalty.  Principal prepaymentsin excess of that amount shall be subject to a prepayment penalty equal to 2%of the excess the first year and 1% of the excess the second year.  Other than Borrower’s obligation to pay anyminimum interest charge and prepayment penalty, Borrower may pay all or aportion of the amount owed earlier than it is due.  Early payments will not, unless agreed to byLender in writing, relieve Borrower of Borrower’s obligation to continue tomake payments under the payment schedule. Rather, early payments will reduce the principal balance due and mayresult in Borrower’s making fewer payments. Borrower agrees not to send Lender payments marked “paid in full”, “withoutrecourse”, or similar language.  IfBorrower sends such a payment, Lender may accept it without losing any ofLender’s rights under this Agreement, and Borrower will remain obligated to payany further amount owed to Lender.  Allwritten communications concerning disputed amounts, including any check orother payment instrument that indicates that the payment constitutes “paymentin full” of the amount owed or that is tendered with other conditions orlimitations or as full satisfaction of a disputed amount must be mailed ordelivered to:

 
| **Great Basin bank of Nevada****P.O. Box 2808****Elko, NV 89803** |
|------------------------------------------------------------------------|

 

LATE CHARGE.  Ifa payment is 15 days or more late, Borrower will be charged 5.000% of theunpaid portion of the regularly scheduled payment or $15.00, whichever isgreater.

 

INTEREST AFTER DEFAULT.  Upon default, including failure to pay uponfinal maturity, the interest rate on this loan shall be increased by 2.000percentage points.  However, in no eventwill the interest rate exceed the maximum interest rate limitations underapplicable law.

 

DEFAULT.  Eachof the following shall constitute an Event of Default under this Agreement.

 

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## **Payment Default.  Borrower fails to make any payment when dueunder the Indebtedness.**

## ** **

## **Other Defaults.  Borrower fails to comply with or to performany other term, obligation, covenant or condition contained in this Agreementor in any of the Related Documents or to comply with or to perform any term,obligation, covenant or condition contained in any other agreement betweenLender and Borrower.**

## ** **

## **False Statements.  Any warranty, representation or statementmade or furnished to Lender by Borrower or on Borrower’s behalf under thisAgreement or the Related Documents is false or misleading in any materialrespect, either now or at the time made or furnished or becomes false ormisleading at any time thereafter.**

## ** **

## **Insolvency. The dissolution or termination of Borrower’s existence as a goingbusiness, the insolvency of Borrower, the appointment of a receiver for anypart of Borrower’s property, any assignment for the benefit of creditors, anytype of creditor workout, or the commencement of any proceeding under anybankruptcy or insolvency laws by or against Borrower.**

## ** **

## **Creditor or Forfeiture Proceedings.  Commencement of foreclosure or forfeitureproceedings, whether by judicial proceeding, self-help, repossession or anyother method, by any creditor of Borrower or by any governmental agency againstany collateral securing the Indebtedness. This includes a garnishment of any of Borrower’s accounts, includingdeposit accounts, with Lender.  However,this Event of Default shall not apply if there is a good faith dispute byBorrower as to the validity or reasonableness of the claim which is the basisof the creditor or forfeiture proceeding and if Borrower gives Lender writtennotice of the creditor or forfeiture proceeding and deposits with Lender moniesor a surety bond for the creditor or forfeiture proceeding, in an amountdetermined by Lender, in its sole discretion, as being an adequate reserve orbond for the dispute.**

## ** **

## **Events Affecting Guarantor.  Any of the preceding events occurs withrespect to any Guarantor of any of the Indebtedness or any Guarantor dies orbecomes incompetent, or revokes or disputes the validity of, or liabilityunder, any Guaranty of the Indebtedness evidenced by this Note.**

## ** **

## **Change in Ownership.  Any change in ownership of twenty-fivepercent (25%) or more of the common stock of Borrower.**

## ** **

## **Adverse Change.  A material adverse change occurs in Borrower’sfinancial condition, or Lender believes the prospect of payment or performanceof the Indebtedness is impaired.**

##  

LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balanceunder this Agreement and all accrued unpaid interest immediately due, and thenBorrower will pay that amount.

 

ATTORNEYS’ FEES; EXPENSES.  Lender may hire or pay someone else to helpcollect this Agreement if Borrower does not pay.  Borrower will pay Lender that amount.  This includes, subject to any limits underapplicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whetheror not there is a lawsuit, including attorneys’ fees, expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), and appeals.  If notprohibited by applicable law, Borrower also will pay any court costs, in additionto all other sums provided by law.

 

GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law, the laws of the State of Nevadawithout regard to its conflicts of law provisions.  This Agreement has been accepted by Lender inthe State of Nevada.

 

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RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right ofsetoff in all Borrower’s accounts with Lender (whether checking, savings, orsome other account).  This includes allaccounts Borrower holds jointly with someone else and all accounts Borrower mayopen in the future.  However, this doesnot include any IRA or Keogh accounts, any trust accounts for which setoffwould be prohibited by law, or monies in any accounts that were receivedpursuant to the federal Social Security Act, including, without limitation,retirement and survivors’ benefits, supplemental security income benefits anddisability insurance benefits.  Borrowerauthorizes Lender, to the extent permitted by applicable law, to charge orsetoff all sums owing on the indebtedness against any and all such accounts.

 

COLLATERAL. Borrower acknowledges this Agreement is secured by the following collateraldescribed in the security instrument listed herein, all the terms andconditions of which are hereby incorporated and made a part of this Agreement:

 

## **(A)          A Deed of Trust dated February 21,2006, Recorded February 28, 2006, Document Number 247484, to a trustee infavor of lender for all real property located at 1420 Cornell Avenue, Lovelock,Pershing County, Nevada.**

## ** **

## **(B)          A Commercial Security Agreement dated February 21,2006 between Borrower and Lender, for all Furniture, Fixtures, Equipment, and allGaming Equipment.**

##  

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the originalobligation or obligations, including all agreements evidenced or securing theobligation (s}, remain unchanged and in full force and effect.  Consent by Lender to this Agreement does notwaive Lender’s right to strict performance of the obligation(s) aschanged, nor obligate Lender to make any future change in terms.  Nothing in this Agreement will constitute asatisfaction of the obligation(s).  It isthe intention of Lender to retain as liable parties all makers and endorsers ofthe original obligation(s), including accommodation parties, unless a party isexpressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not bereleased by virtue of this Agreement.  Ifany person who signed the original obligation does not sign this Agreementbelow, then all persons signing below acknowledge that this Agreement is givenconditionally, based on the representation to Lender that the non-signing partyconsents to the changes and provisions of this Agreement or otherwise will notbe released by it.  This waiver appliesnot only to any initial extension, modification or release, but also to allsuch subsequent actions.

 

SUCCESSORS AND ASSIGNS.  Subject to any limitations stated in thisAgreement on transfer of Borrower’s interest, this Agreement shall be bindingupon and inure to the benefit of the parties, their successors andassigns.  If ownership of the Collateralbecomes vested in a person other than Borrower, Lender, without notice toBorrower, may deal with Borrower’s successors with reference to this Agreementand the Indebtedness by way of forbearance or extension without releasingBorrower from the obligations of this Agreement or liability under theIndebtedness.

 

MISCELLANEOUS PROVISIONS.  If any part of this Agreement cannot beenforced, this fact will not affect the rest of the Agreement.  Lender may delay or forgo enforcing any ofits rights or remedies under this Agreement without losing them.  Borrower and any other person who signs,guarantees or endorses this Agreement, to the extent allowed by law, waivepresentment, demand for payment, and notice of dishonor.  Upon any change in the terms of thisAgreement, and unless otherwise expressly stated in writing, no party who signsthis Agreement, whether as maker, guarantor, accommodation maker or endorser,shall be released from liability.  Allsuch parties agree that Lender may renew or extend (repeatedly and for anylength of time) this loan or release any party or guarantor or collateral; orimpair, 

 

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fail to realize upon or perfect Lender’s securityinterest in the collateral; and take any other action deemed necessary byLender without the consent of or notice to anyone.  All such parties also agree that Lender maymodify this loan without the consent of or notice to anyone other than theparty with whom the modification is made. The obligations under this Agreement are joint and several.

 

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**Prior to signing this Agreement,Borrower read and understood all the provisions of this Agreement.  Borrower agrees to the terms of theAgreement.**

 

CHANGE IN TERMS SIGNERS:

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

 

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

 

This instrument wasacknowledged before me on May 7th, 2008 by Bruce E. Dewing, whoacknowledged to me, that he is the President of AWI Gaming, Inc.

 
| ** **        | **/s/ Shelly Iniguez**                          |
|-------------------|-------------------------------------------------|
| ** **        | **NOTARY PUBLIC**                               |
| **[Notary Seal]** | **Notary Public in and for State  of  Nevada**  |
| ** **        | **My Commission Expires:  July 11,  2011** |

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

 

This instrument wasacknowledged before me on May 9th, 2008 by John M. Salerno, whoacknowledged to me, that he is the Secretary/Treasurer of AWI Gaming, Inc.

 
| ** **        | **/s/ Karen Marquardt**                         |
|-------------------|-------------------------------------------------|
| ** **        | **NOTARY PUBLIC**                               |
| **[Notary Seal]** | **Notary Public in and for State  of  Nevada**  |
| ** **        | **My Commission Expires: April 25,  2010** |

 

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