**Exhibit 10.1**

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**REIMBURSEMENT AGREEMENT**

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**ForPledged Certificate of Deposit**

 

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

 

**Recitals**

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A.            Obligor is required underNevada Gaming Commission (“NGC”) Regulation 22.040 to maintain a reservesufficient to cover any of its outstanding wagering liability, including unpaidwinning tickets and telephone account deposits.

 

B.            On October 1, 2009,subject to the execution of definitive agreements, the Salernos agreed topledge, for the benefit of the Obligor, a certificate of deposit in the amountof $200,000 (the “Pledged Amount”) in favor of the Nevada Gaming Control Board(“NGCB”) to increase the Company’s reserve balance to satisfy the requirementsof Regulation 22.040.

 

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

 

D.            Obligor agreed to enter intothis Agreement to induce the Salernos to enter into the Pledged Documents.

 

**Agreements**

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NOW, THEREFORE, inconsideration of the premises and in order to induce the Salernos to executeand deliver the Pledged Documents, the parties hereto agree as follows:

 

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## **1.**             Pledge Fee.  Obligor shall pay, or cause tobe paid, to the Salernos a fee equal to twelve percent (12%) per annum of theoutstanding Pledged Amount, excluding any earned interest from Nevada StateBank, (the “Pledge Fee”) so long as the Pledged Documents are in effect,payable on the 1st day of each month commencing on November 1, 2009.

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## **2.**             Reimbursement.  Obligor shall pay to theSalernos (i) on each date on which the Pledged Amount, or any portionthereof, shall be released to the NGCB pursuant to the terms of the PledgedDocuments a sum equal to the amount so released (a “Release”), plus (ii) inaddition to the Pledge Fee, interest on the unreimbursed amount from therelease date until reimbursement is received by the Salernos in full.  Such interest shall be at the then prime rateof Nevada State Bank or its successor.

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## **3.**             Payments and Computations.  Obligor shall make each paymenthereunder not later than 3:00 P.M. (Pacific time) on the day when duewithout deduction or offset in lawful money of the United States of America tothe Salernos at the address of the Salernos referred to in Section 8 insame-day funds or in accordance with the wire instructions in suchsection.  Computations of fees andinterest established herein (as applicable) shall be made by the Salernos onthe basis of a year of 360 days for the actual number of days elapsed.

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## **4.**             Non-Business Days.  Whenever any payment to bemade hereunder shall be stated to be due on a day which is not a business day,such payment shall be made on the next succeeding business day, and suchextension of time shall in such case be included in the computation of paymentof interest or commission, as the case may be.

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

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

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## **7.**             Waiver.  Obligor waives presentment,protest, dishonor, notice of dishonor, demand, notice of protest, notice ofnon-payment, and notice of acceptance of this Agreement, and any other noticeor demand of any kind from the Salernos.

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

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

 

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

 

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

 

## **10.**           Indemnification.  Obligor shall indemnify andhold the Salernos harmless from and against any and all claims, actions,proceedings, damages, losses, liabilities, costs and expenses (including butnot limited to attorneys’ fees and costs) which the Salernos may incur or whichmay be claimed against the Salernos by any person:

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(a)           by reason of,or in connection with, the execution, delivery or performance of this Agreementor any of the Pledged Documents; or

 

(b)           by reason of,or in connection with, any of the transactions or other matters contemplated bythis Agreement or any Pledged Document; or

 

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

 

## **11.**           Governing Law.  This Agreement shall begoverned by, and construed in accordance with, the laws of the State of Nevada.

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## **12.**           Execution inCounterparts.  It shall not be necessary that all parties execute and deliver the samecounterpart of this Agreement.  ThisAgreement shall therefore become effective when each party has executed anycounterpart hereof and delivered the same to the other parties.  All such counterparts, collectively, shall bedeemed a single agreement.

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

 

**LEROY’S HORSE AND SPORTS PLACE**

a Nevadacorporation

 

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| By:      | /s/John Salerno           |     |     |
|----------|---------------------------|----------|----------|
| * * | *John Salerno, Secretary* | * * | * * |

 

 
| /s/Victor J. Salerno | * * | * * |
|----------------------|----------|----------|
| *Victor J. Salerno*  | * * | * * |
| * *             | * * | * * |
| * *             | * * | * * |
| /s/Terina Salerno    | * * | * * |
| *Terina Salerno*     | * * | * * |

 

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