**Exhibit 10.3**

 

**COMMERCIAL GUARANTY**

 
| **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 lengthlimitations**

 
| **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:** | ** ** | **AMERICAN WAGERING, INC.**

**675 Grier Drive**

**Las Vegas, NV 89119-3738** | ** ** | ** **  | ** ** | ** **                                                                                               |

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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 orcontingent; 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 other obligationsunder 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 the originalloan term; (C) to take and hold security for the payment of this Guarantyor the Indebtedness, and exchange, enforce, waive, subordinate, fail or decidenot to perfect, and release any such security, with or without the substitutionof new collateral; (D) to release, substitute, agree not to sue, or dealwith any one or more of Borrower’s sureties, endorsers, or other guarantors onany terms or in any manner Lender may choose; (E) to determine how, whenand what application of payments and credits shall be made on the Indebtedness;(F) to apply such security and direct the order or manner of sale thereof,including without limitation, any nonjudicial sale permitted by the terms ofthe controlling security agreement or deed of trust, as Lender in its discretionmay determine: (G) to sell. transfer, assign or grant participations in all or any part of theIndebtedness; and (H) to assign or transfer this Guaranty in whole or inpart.

 

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 fromBorrower on 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, andGuarantor further agrees that, absent a request for information, Lender shallhave no obligation to disclose to Guarantor any information or documentsacquired by Lender in the course of its relationship with Borrower.

 

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

 

**Annual Statements**.  As soon asavailable, but in no event later than sixty (60) days after the end of eachfiscal year, Guarantor’s balance sheet and income statement for the year ended,prepared by Guarantor.

 

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**Tax Returns**.  As soon asavailable, but in no event later than thirty (30) days after the applicablefiling date for the tax reporting period ended, Federal and other governmentaltax returns, prepared by a tax professional 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 orGuarantor’s rights to proceed against Borrower for reimbursement, includingwithout limitation, any loss of rights Guarantor may suffer by reason of anylaw limiting, qualifying, or discharging the Indebtedness; (C) anydisability or other defense of Borrower, of any other guarantor, or of anyother person, or by reason of the cessation of Borrower’s liability from anycause whatsoever, other than payment in full in legal tender, of theIndebtedness; (D) any right to claim discharge of the Indebtedness on thebasis of unjustified impairment of any collateral for the Indebtedness; (E) anystatute of limitations, if at any time any action or suit brought by Lenderagainst Guarantor is commenced, there is outstanding Indebtedness which is notbarred by any applicable statute of limitations; or (F) any defenses givento guarantors at law or in equity other than actual payment and performance ofthe Indebtedness.  If payment is made byBorrower, whether voluntarily or otherwise, or by any third party, on theIndebtedness and thereafter Lender is forced to remit the amount of thatpayment to Borrower’s trustee in bankruptcy or to any similar person under anyfederal or state bankruptcy law or law for the relief of debtors, theIndebtedness shall be considered unpaid for the purpose of the enforcement ofthis 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 voluntary liquidation,or otherwise, the assets of Borrower applicable to the payment of the claims ofboth Lender and Guarantor shall be paid to Lender and shall be first applied byLender to the Indebtedness.  Guarantordoes hereby assign to Lender all claims which it may have or acquire againstBorrower or against any assignee or trustee in bankruptcy of Borrower; providedhowever, that such assignment shall be effective only for the purpose ofassuring to Lender full payment in legal tender of the Indebtedness.  If Lender so requests, any notes or creditagreements now or hereafter evidencing any debts or obligations of Borrower toGuarantor shall be marked with a legend that the same are subject to thisGuaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name ofGuarantor, from time to time to file financing statements and continuationstatements and to execute documents and to take such other actions as Lenderdeems necessary or appropriate to perfect, preserve and enforce its rightsunder this Guaranty.

 

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

 

**Amendments**.  ThisGuaranty, together, with any Related Documents, constitutes the entireunderstanding and agreement of the parties as to the matters set forth in thisGuaranty.  No alteration of or amendmentto this Guaranty shall be effective unless given in writing and signed by theparty or parties sought to be charged or bound by the alteration or amendment.

 

**Attorneys’ Fees; Expenses**. Guarantor agrees to pay upon demand all of Lender’s costs and expenses,including Lender’s attorneys’ fees and Lender’s legal expenses, incurred inconnection with the enforcement of this Guaranty.  Lender may hire or pay someone else to helpenforce this Guaranty, and Guarantor shall pay the costs and expenses of suchenforcement.  Costs and expenses includeLender’s attorneys’ fees and legal expenses whether or not there is a lawsuit,including attorneys’ fees and legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals, and any anticipated post judgment collection services.  Guarantor also shall pay all court costs andsuch additional fees as may be directed by the court.

 

**Caption Headings**.  Captionheadings in this Guaranty are for convenience purposes only and are not to beused to interpret or define the provisions of this Guaranty.

 

**Governing Law**.  This Guarantywill be governed by federal law applicable to Lender and, to the extent notpreempted by federal law, the laws of the State of Nevada without regard to itsconflicts of law provisions.

 

**Integration**.  Guarantorfurther agrees that Guarantor has read and fully understands the terms of thisGuaranty; Guarantor has had the opportunity to be advised by Guarantor’sattorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’sintentions and parol evidence is not required to interpret the terms of thisGuaranty.  Guarantor hereby indemnifiesand holds Lender harmless from all losses, claims, damages, and costs(including Lender’s attorneys’ fees) suffered or incurred by Lender as a resultof any breach by Guarantor of the warranties, representations and agreements ofthis paragraph.

 

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**Interpretation. **In allcases where there is more than one Borrower or Guarantor, then all words usedin this Guaranty in the singular shall be deemed to have been used in theplural where the context and construction so require; and where there is morethan one Borrower named in this Guaranty or when this Guaranty is executed bymore than one Guarantor, the words “Borrower” and “Guarantor” respectivelyshall mean all and any one or more of them. The words “Guarantor,” “Borrower,” and “Lender” include the heirs,successors, assigns, and transferees of each of them.  If a court finds that any provision of thisGuaranty is not valid or should not be enforced, that fact by itself will notmean 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 noticerequired to be given under this Guaranty shall be given in writing, and, exceptfor revocation notices by Guarantor, shall be effective when actuallydelivered, when actually received by telefacsimile (unless otherwise requiredby law), when deposited with a nationally recognized overnight courier, or, ifmailed, when deposited in the United States mail, as first class, certified orregistered mail postage prepaid, directed to the addresses shown near thebeginning of this Guaranty.  Allrevocation notices by Guarantor shall be in writing and shall be effective upondelivery to Lender as provided in the section of this Guaranty entitled “DURATIONOF GUARANTY.” Any party may change its address for notices under this Guarantyby giving formal written notice to the other parties, specifying that thepurpose of the notice is to change the party’s address.  For notice purposes, Guarantor agrees to keepLender informed at all times of Guarantor’s current address.  Unless otherwise provided or required by law,if there is more than one Guarantor, any notice given by Lender to anyGuarantor is deemed to be notice given to all Guarantors.

 

**No Waiver by Lender. **Lender shall not be deemed to have waived any rightsunder 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 this Guaranty on transfer ofGuarantor’s interest, this Guaranty shall be binding upon and inure to thebenefit 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 ofAmerica.  Words and terms used in thesingular shall include the plural, and the plural shall include the singular,as the context may require.  Words andterms not otherwise defined in this Guaranty shall have the meanings attributedto such terms in the Uniform Commercial Code:

 

**Borrower**.  The word “Borrower”means AWI GAMING, INC. and includes all co-signers and co-makers signing theNote and all their successors and assigns.

 

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**GAAP**.  The word “GAAP”means generally accepted accounting principles.

 

**Guarantor**.  The word “Guarantor”means everyone signing this Guaranty, including without limitation AMERICANWAGERING, INC., and in each case, any signer’s successors and assigns.

 

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

 

**Indebtedness**.  The word “Indebtedness”means Borrower’s indebtedness to Lender as more particularly described in thisGuaranty.

 

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

 

**Note**.  The word “Note”means and includes without limitation all of Borrower’s promissory notes and/orcredit agreements evidencing Borrower’s loan obligations in favor of Lender,together with all renewals of, extensions of, modifications of, refinancingsof, consolidations of and substitutions for promissory notes or creditagreements.

 

**Related Documents**.  The words “RelatedDocuments” mean all promissory notes, credit agreements, loan agreements,environmental agreements, guaranties, security agreements, mortgages, deeds oftrust, security deeds, collateral mortgages, and all other instruments,agreements and documents, whether now or hereafter existing, executed inconnection with the Indebtedness.

 

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THATTHIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THISGUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THEMANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”.  NO FORMAL ACCEPTANCE BY LENDER IS NECESSARYTO MAKE THIS GUARANTY EFFECTIVE.  THISGUARANTY IS DATED MAY 5, 2008.

 
| **GUARANTOR:**              | ** ** | ** **                                                            |
|-----------------------------|------------|-----------------------------------------------------------------------|
| ** **                  | ** ** | ** **                                                            |
| **AMERICAN WAGERING, INC.** | ** ** | ** **                                                            |
| ** **                  | ** ** | ** **                                                            |
| ** **                  | ** ** | ** **                                                            |
| ** **                  | **By:**    | **/s/ Victor J. Salerno**                                             | ** ** | ** ** |
| ** **                  | ** ** | **VICTOR J. SALERNO,**

**President of AMERICAN**

**WAGERING, INC.** | ** ** | ** ** |

 

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CORPORATE ACKNOWLEDGMENT

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

 

This instrument was acknowledged before me on May 9,2008 by VICTOR J. SALERNO, President of AMERICAN WAGERING, INC., as designatedagent of AMERICAN WAGERING, INC.

 

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

 

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