Exhibit
10.2
 
 CONDITIONAL
COVENANT
 NOT
TO EXECUTE
  This
Conditional Covenant Not to Execute (this "Conditional Covenant") dated as of
September 4, 2009 (the "Effective Date") is made by and between VILLAGE
HOSPITALITY LLC, a Delaware limited liability company ("Owner") and CIRI
LAKESIDE GAMING INVESTORS, LLC, a Nevada limited liability company ("CIRI")
(CIRI together with Owner, the "Parties" and each one a "Party").
  RECITALS
  WHEREAS,
Owner and CIRI are parties to an unlawful detainer action under Case No.
A589067, pending in Department XXV of the Eighth Judicial District Court, Clark
County, Nevada (the "Lawsuit"), which relates to the possession of a casino
shell (the "Casino Leased Premises") constituting a portion of certain real
property generally referred to as the Ritz Carlton Hotel and Casino Premises
located in Henderson, Nevada and bearing the APN 160-22-414-007 (the
"Property"); and
  WHEREAS,
on August 4, 2009, an Order and Preliminary Writ of Restitution (the
"Preliminary Writ") was entered in the Lawsuit, providing in pertinent part that
Owner is entitled to execute on the Preliminary Writ fifteen (15) days after
Notice of Entry of the Preliminary Writ and the posting of a $250,000 bond or
bond equivalent (the "Bond"), unless CIRI posts a bond in the amount of $11,000
per day for up to thirty days;
  WHEREAS,
on August 4, 2009, Notice of Entry of the Preliminary Writ was given by Owner to
CIRI, and on August 6, 2009, the Bond was posted by Owner, entitling Owner to
execute on the Preliminary Writ from and after August 21, 2009, unless CIRI
posted a bond permitting it to stay up to but no later than September 20, 2009;
and
  WHEREAS,
Owner and CIRI entered into a certain Stipulation and Order Regarding the
Plaintiff Foregoing Recourse Upon the Order and Preliminary Writ of Restitution
(the "Stipulation and Order"), which Stipulation and Order was filed in the
Lawsuit on August 4, 2009, and provides in pertinent part that to enable Owner
and CIRI to arrange an amicable resolution of the Lawsuit, Owner shall refrain
from executing on the Preliminary Writ for an additional fifteen (15) day
period, which in combination with the fifteen (15) day period granted by the
Court, ends on September 8, 2009; and
  WHEREAS,
CIRI has requested that Owner extend the grace period provided by the
Stipulation and Order, inclusive of a stay of the Preliminary Writ requirement
for CIRI to post a daily $11,000.00 bond, to enable Owner and CIRI to continue
to pursue an amicable resolution of the Lawsuit (including the possible
negotiation and execution of a lease between Owner and a new entity, purchase of
CIRI's Gaming Equipment and FF&E (as those terms are defined in the Casino
Lease), and dismissal of the Lawsuit with prejudice); and
  WHEREAS,
Owner is willing to further extend the grace period and refrain from executing
on the Preliminary Writ, and CIRI is willing to continue to occupy the Casino
Leased Premises and operate the business thereon in the ordinary course, upon
the terms and conditions set forth herein.
  NOW
THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, the Parties agree as follows:
  AGREEMENT
  SECTION
1
 Recitals;
Definitions
  1.01           The
recitals set forth above form an integral part of this Conditional
Covenant.
  1.02           Capitalized
terms used but not defined in this Conditional Covenant have the meanings given
to them in the Verified Complaint for Unlawful Detainer filed by Owner on April
28, 2009, commencing the Lawsuit.
   1
  
  SECTION
2
 Covenant
Not To Execute On Preliminary Writ
  2.01           Subject
to Sections 2.02 and 2.03, Owner covenants and agrees that it will not execute
on the Preliminary Writ or take any other action to remove CIRI from possession
of the Casino Leased Premises for a period beginning on September 8, 2009, and
ending on the sixty-fifth day following written notice (a "Surrender Order")
from Owner to CIRI to surrender the Casino Leased Premises (the "Grace
Period").
  2.02           Notwithstanding
Section 2.01, Owner may deliver a notice to CIRI (an "Immediate Surrender
Order") demanding CIRI's surrender of the Casino Leased Premises on a date
specified in such notice, which date may be as early as five (5) days following
delivery thereof, if a "CIRI Event of Default" has occurred. A CIRI Event of
Default shall mean: (i) CIRI's failure to pay the past-due Charges by the
deadline set forth in Section 3.01(b)(ii); (ii) CIRI's failure to pay Charges
when and as due pursuant to Section 3.01(b)(i), which failure is not cured
within five (5) days of delivery by Owner of a notice of default regarding the
same; and (iii) CIRI's failure to comply with any other obligation set forth in
this Conditional Covenant, which failure is not cured within ten (10) days of
delivery by Owner of a notice of default regarding the same.
  2.03           Notwithstanding
Section 2.01 and Section 2.02, if Owner has not provided a Surrender Order or
Immediate Surrender Order providing for an earlier departure, CIRI shall
nonetheless surrender the Casino Leased Premises on September 8, 2010, or post a
bond in favor of Owner in the amount of $11,000 per day and remain thereon for
up to (but no more than) thirty (30) days thereafter (until October 8,
2010).
  SECTION
3
 Covenant
To Continue In Possession And Operate In Ordinary Course
  3.01           During
the Grace Period and until the date CIRI quits and surrenders the Casino Leased
Premises in accordance with the terms of this Conditional Covenant (the
"Surrender Date"):
  (a)           CIRI
covenants and agrees to remain on the Casino Leased Premises, and to operate the
casino business in substantially the same way as it operated the business on the
date on which the Preliminary Writ was issued.
  (b)           Without
limiting the generality of the foregoing, CIRI shall (i) pay all taxes, utility,
maintenance, and similar periodic charges and expenses that would have been due
and payable by CIRI under the Casino Lease (except as set forth in Exhibit A
hereto), including without limitation amounts due and payable to the operator of
the Ritz Carlton hotel located on the Property for, among other things,
complimentaries (collectively, the "Charges"), and are attributable to periods
prior to the Surrender Date, and (ii) make current past due Charges by the
earlier of the Surrender Date or forty-five (45) days of the Effective Date.
CIRI shall perform any and all obligations of the tenant set forth in the Casino
Lease, had the Casino Lease survived the foreclosure sale, except as set forth
in Exhibit A hereto and except that CIRI shall not be obligated to pay Rent as
described in Section 4 of the Casino Lease. Owner shall perform any and all
obligations of the landlord set forth in the Casino Lease, had the Casino Lease
survived the foreclosure sale, except as set forth in Exhibit A
hereto.
  (c)           Without
limiting the generality of the foregoing, CIRI shall not act or omit to act in
any way that: (i) is intentionally and materially detrimental to the Property,
Casino Leased Premises, casino business, or the Ritz-Carlton Hotel operated on
the Property; (ii) is outside of the ordinary course of business; (iii) would
have violated or constituted a breach of the Casino Lease (except as set forth
in Exhibit A hereto), had the Casino Lease survived the foreclosure sale; or
(iv) would violate or constitute a material breach of this Conditional Covenant.
Without limiting the generality of the foregoing, CIRI shall not materially
modify the casino operations except with Owner's prior written consent thereto,
which consent (A) shall not be unreasonably conditioned or withheld and (ii)
shall be deemed given if Owner does not deliver a response to CIRI within ten
(10) days of Owner's receipt of CIRI's written request for consent.
   2
  
  (d)           Under
no circumstances shall CIRI take any actions or omit to take any actions to wind
down the casino business or remove Gaming Equipment and FF&E unless Owner
has delivered a Surrender Order or Immediate Surrender Order, or CIRI has
delivered a notice pursuant to Section 3.02 hereof. Notwithstanding anything
herein to the contrary (but subject to Section 3.01(e)), the Casino Leased
Premises shall remain open for business and CIRI shall continue to operate the
casino business in substantially the same way as it operated the business on the
date on which the Preliminary Writ was issued, without removing any Gaming
Equipment or FF&E, until such date that is ten (10) days prior to the
scheduled Surrender Date.
  3.02           If,
during the Grace Period, CIRI decides at any time, in its sole and absolute
discretion, that it wishes to surrender the Casino Leased Premises prior to the
expiration of the Grace Period, CIRI shall deliver a written notice to Owner at
least sixty (60) days prior to the Surrender Date. Notwithstanding the
foregoing, CIRI may only surrender the Casino Leased Premises hereunder if at
least thirty (30) days prior to the Surrender Date, (i) CIRI has paid all
Charges due as of such date and (ii) CIRI deposits with Owner the amount of
Thirty Thousand Dollars ($30,000) as a reserve fund to cover the Charges
anticipated to be incurred through and including the Surrender Date. Regarding
the portion of the Charges constituting amounts due and payable to the operator
of the Ritz Carlton hotel located on the Property, in the thirty-day period
prior to the Surrender Date, CIRI shall not permit such portion to exceed Ten
Thousand Dollars ($10,000) unless it obtains Owner's prior written consent.
Following the Surrender Date, once all such Charges have been finally
determined, Owner will deduct and retain the actual Charges from the reserve
fund, and transmit the remainder (if any) to CIRI. If the actual Charges exceed
the amount of the reserve fund, then CIRI shall immediately pay to Owner the
difference.
  3.03           In
the event of a direct conflict between the terms of this Conditional Covenant
and the terms of the Casino Lease, this Conditional Covenant shall control.
Notwithstanding anything herein to the contrary, including without limitation
all provisions requiring the Parties to act or omit to act in accordance with
the Casino Lease as if it had survived the foreclosure sale, the Parties
acknowledge and agree that (i) nothing in this Conditional Covenant is intended
to constitute the creation of any leasehold or similar interest in the Casino
Leased Premises or any portion of the Property for or in favor of CIRI; (ii)
CIRI is not and shall not be deemed a tenant hereunder; (iii) CIRI shall have no
interest in the Property whatsoever; and (iv) the provisions of this Conditional
Covenant merely set forth the terms of Owner's conditional forbearance of
recourse under the Final Judgment and Final Writ of Restitution.
  SECTION
4
 Indemnification
  4.01           CIRI
shall indemnify and save harmless Owner and its past and present subsidiary or
parent corporations, companies, or other entities, affiliates, partners,
shareholders, members, joint venturers, heirs, successors, assigns, officers,
directors, employees, agents, attorneys and insurers (in their individual and
representative capacities) from and against all claims, demands, losses,
damages, actions, causes of action, suits, debts, promises, liabilities,
obligations, liens, costs, expenses, attorneys' fees, indemnities, subrogations
(contractual or equitable) or duties, of any nature, character or description
whatsoever, whether known or unknown, fixed or contingent, accrued or not yet
accrued, matured or not yet matured, anticipated or unanticipated, asserted or
unasserted (collectively, "Claims") arising or alleged to arise from actions or
omissions by CIRI, an affiliate of CIRI, or a CIRI employee, or a director,
officer, manager, agent, contractor, or subcontractor of the same, on, in, or
relating to the operation of the casino business on the Casino Leased Premises
prior to and on the Surrender Date.
  4.02           Owner
shall indemnify and save harmless CIRI and its past and present subsidiary or
parent corporations, companies, or other entities, affiliates, partners,
shareholders, members, joint venturers, heirs, successors, assigns, officers,
directors, employees, agents, attorneys and insurers (in their individual and
representative capacities) from and against all Claims arising or alleged to
arise from actions or omissions by Owner, an affiliate of Owner, or a director,
officer, manager, or agent of the same on, in, or relating to the operation of
the casino business on the Casino Leased Premises after the Surrender
Date.
  4.03           Notwithstanding
the foregoing, no indemnity shall be required where any Claim arises from or
relates to the gross negligence or willful misconduct of any Person seeking to
be indemnified.
   3
  
  SECTION
5
 Insurance
  Within
three business days of the Effective Date (and at any time thereafter prior to
the Surrender Date, upon request by Owner), CIRI shall provide proof
satisfactory to Owner in its reasonable discretion that: (i) CIRI carries
commercial general liability insurance, workers' compensation insurance,
property insurance, fidelity bond coverage, comprehensive crime coverage, and
employment practices liability coverage, all in accordance with (or superior to)
the coverage amounts and terms set forth in Section 9 of the Casino Lease
(except as set forth in Exhibit A hereto); (ii) such are written as primary
policies, as respects the additional insureds not contributing with and not in
addition to coverage that Owner may carry; and (iii) Owner has been added as an
additional insured on all such policies.
  SECTION
6
 Additional
Covenants
  6.01           Cooperation.
  (a)           Owner
and CIRI shall (i) use commercially reasonable efforts to cooperate with each
other in all matters pertaining to the Property, and (ii) do any act or thing
and execute any and all documents or instruments reasonably necessary or proper
to effectuate the provisions and intent of this Conditional
Covenant.
  (b)           CIRI
shall cooperate with such persons as Owner may designate from time to time as a
potential new tenant for the Casino Leased Premises (through a purchase of
membership interests in CIRI or CMLH or otherwise), which persons have (i)
provided to CIRI reasonable assurances of financial ability to consummate a
transaction with Owner to lease or acquire the Casino Leased Premises and to
acquire the FF&E and Gaming Equipment from CIRI; and (ii) demonstrated to
CIRI's satisfaction the ability to obtain a non-restricted gaming license from
the Nevada Gaming Control Board and the Nevada Gaming Commission (collectively,
the "Nevada Gaming Authorities") within a reasonable period of time (a
"Potential Bidder"). As of the Effective Date, the Potential Bidders include Hal
Watner and Marc Suann of H&M Gaming and George Wight of Sage Gaming &
Entertainment, Inc. and their affiliates, and Owner may deliver notices from
time to time designating additional Potential Bidders. Cooperation, for the
purposes hereof, includes without limitation:
  (1)           granting
Potential Bidders access during normal business hours, and with 24 hours'
advance notice, to (A) all areas of the casino except those restricted by
applicable gaming laws and (B) documents, records, and other documents relating
to the casino operations, excluding any customer lists, internally generated
management projections and marketing plans, and other proprietary information,
none of which CIRI shall be required to share with any Potential
Bidder;
  (2)           negotiating
with Potential Bidders in good faith regarding the transfer of CIRI's FF&E
and Gaming Equipment, assignment of CIRI subleases and concession agreements,
and assignment of assignable entitlements and licenses, as appropriate, or a
transfer of the membership interests in CIRI or CMLH, as the case may be;
and
  (3)           providing
reasonable assistance to Potential Bidders in submitting all gaming, liquor, and
other relevant licenses, permits, and approvals necessary to operate the casino
following CIRI's surrender or following a transfer of the membership interests
in CIRI or CMLH, as the case may be.
  Notwithstanding
the foregoing, CIRI shall not be required to expend other than nominal amounts
in providing such cooperation, and CIRI shall not be prohibited from seeking
potential buyers to purchase the FF&E and Gaming Equipment who are not
Potential Bidders; provided, however, that CIRI shall notify Owner, within three
(3) business days, of CIRI' s entry into any binding letter of intent, contract,
or similar arrangement, whether conditional or unconditional, oral or written,
by which CIRI has agreed to transfer to a non-Potential Bidder (A) all or
substantially all of any category of FF&E or Gaming Equipment or (B) any
item(s) of FF&E or Gaming Equipment
   4
  singularly
or in the aggregate (on a cumulative basis) having a value of Fifty Thousand
Dollars ($50,000) or more. CIRI's notice shall describe such items or category
of items with particularity and summarize the terms of its agreement or
arrangement. Notwithstanding the foregoing, any sale of FF&E or Gaming
Equipment to a non-Potential Bidder is subject to CIRI's obligations under
Section 3.01(d) hereof.
  6.02           Final Order; Lawsuit
Dismissal. Simultaneously with their execution of this Conditional
Covenant, Owner and CIRI have executed a Stipulation for Dismissal (the
"Stipulation") , a copy of which is attached hereto as Exhibit B, stating, among
other things, that the Preliminary Writ shall be deemed a permanent writ of
restitution and a final judgment on the merits. That Stipulation shall be
promptly filed with the Eighth Judicial District Court by Owner's counsel upon
the execution and delivery of said Stipulation. CIRI hereby covenants not to (i)
continue prosecution of the Lawsuit in any way or (ii) appeal or otherwise
collaterally attack the final order resulting from such Stipulation. Subject to
the foregoing, the Parties reserve the right to bring legal proceedings
regarding rights and obligations arising out of and/or relating to this
Conditional Covenant.
  6.03           Change of Narne, Rights to
Marks.
  (a)           Within
ten days after the Surrender Date, CIRI shall cause its parent, Casino Monte
Lago Holding, LLC ("CMLH") to make such filings and other acts as are necessary
to change CMLH's legal name to a name (i) not containing the words "Montelago"
or "Monte Lago" (together, the "Mark") and (ii) not likely to confuse third
parties by suggesting any connection of CMLH to the Casino Leased Premises or
the casino business operated thereon.
  (b)           CIRI
hereby acknowledges, and will cause CMLH to acknowledge, that as of the
Surrender Date, any rights which it or CMLH had or have to the use of the Mark
(or any other marks or other intellectual property rights associated with Casino
Leased Premises or the casino business operated thereon) shall terminate, except
to the extent as may be necessary to accomplish any chip, token, ticket, voucher
or similar redemption program required by the Nevada Gaming
Authorities.
  (c)           CIRI
shall not transfer to a third party (other than a Potential Bidder) any signage,
promotional materials, retail inventory, and other tangible objects and items
bearing the Mark. If on or prior to the Surrender Date, CIRI does not (A)
transfer such items to a Potential Bidder or (B) transfer such items to a
non-Potential Bidder in such a manner that the Mark is removed or becomes wholly
illegible (e.g., the signage is sold for scrap and the item containing the Mark
is destroyed), then on the Surrender Date, CIRI shall, at Owner's option (which
may specify item-by-item), either (i) transfer to Owner such items in return for
total consideration in the amount of Ten Dollars ($10.00); (ii) destroy such
items and provide reasonable proof thereof to Owner; or (iii) if neither of the
foregoing are permitted by the Nevada Gaming Authorities with respect to certain
items, take such action as is required by such Authorities vis-a-vis such
items.
  6.04           FF&E and Gaming Equipment.Attached as Exhibit C hereto is a complete list of the categories and
types of FF&E and Gaming Equipment on the Casino Leased Premises as of the
Execution Date. Subject to CIRI's obligations under Section 3.01(d) hereof, in
addition to all cash, chips and tokens, CIRI is entitled to remove from the
Casino Leased Premises all or any items of FF&E and Gaming Equipment
described in Exhibit C prior to or on the Surrender Date, but CIR1 shall not
remove anything else therefrom.
  6.05           Employees.
  (a)           Except
for Rick Ingrassia, CIRI represents and warrants that none of the CIRI employees
listed in Exhibit D hereto (the "Material CIRI Employees") is subject to a
non-compete or similar agreement that would restrict such Material CIRI
Employee's right to be employed on the Casino Leased Premises after the
Surrender Date by Owner or any other casino operator. Rick Ingrassia is subject
to a non-compete, which CIRI shall waive if requested in writing by
Owner.
  (b)           Except
for claims arising from Owner's failure to provide the notice and waiting period
required by Section 2.01 or Section 2.02, as the case may be, before, on, and
after the Surrender Date, CIRI shall retain, and Owner neither assumes nor shall
be deemed to assume, any obligations, responsibilities or liabilities of any
kind resulting from or relating to (i) the employment by CIRI of CIRI's
employees on account of any period prior to
   5
  termination
of employment with CIRI or (ii) CIRI's termination of such employment, including
but not limited to: (a) any obligation of CIRI to continue to employ any person,
or to pay any compensation or benefits to such persons; (b) to make
contributions or payments to any Benefit Plans (meaning collective bargaining
agreements, pension plans, retirement plans and other employee benefit plans
applicable to any of the CIRI Employees (including, without limitation, any
multi-employer contracts or multi-employer pension or other benefit plans)), or
to pay any other employee benefits; (c) breach of express or implied employment
contract; (d) wrongful discharge; (e) any claim of discrimination or
retaliation; and/or (f) liabilities arising out of or relating to the Employment
Retirement Income Security Act of 1974, as amended ("ERISA") or the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").
  (c)           Before,
on, and after the Surrender Date, CIRI shall take all actions necessary to
comply with COBRA.
  (d)           Before,
on, and after the Surrender Date, CIRI shall take all actions necessary to
comply with the Worker Adjustment and Retraining Notification Act of 1988, as
amended (the "WARN Act") or applicable state or local law. Provided liability
under the WARN Act does not arise on account of Owner's failure to comply with
the notice requirements of Section 2.01 or Section 2.02 hereof, as the case may
be, (in which case no indemnity shall be required), CIR1 shall indemnify, defend
and hold Owner harmless from and against any liability to CIRI, a current or
former CIRI Employee, or any governmental authority relating to a failure to
comply with any provision of the WARN Act, including, but not limited to, fines,
back pay and attorneys' fees.
  SECTION
7
 Mutual
Release
  7.01           Release by CIRI. Upon
the full and complete performance by Owner of all of its obligations hereunder,
CIRI hereby forever releases and discharges Owner and its past and present
subsidiary or parent corporations, companies, or other entities, affiliates,
partners, shareholders, members, joint venturers, heirs, successors, assigns,
officers, directors, employees, agents, attorneys and insurers (in their
individual and representative capacities) from any and all Claims of any kind,
whether or not arising from or related to, directly or indirectly, the Lawsuit
or CIRI's occupancy of the Casino Leased Premises.
  7.02           Release by Owner.
Upon the full and complete performance by CIRI of all of its obligations
hereunder, Owner forever releases and discharges CIRI and its past and present
subsidiary or parent corporations, companies, or other entities, affiliates,
partners, shareholders, members, joint venturers, heirs, successors, assigns,
officers, directors, employees, agents, attorneys and insurers (in their
individual and representative capacities) from any and all Claims arising from
or related to, directly or indirectly, the Lawsuit or CIRI's occupancy of the
Casino Leased Premises.
  7.03           Unknown Facts. In
giving the releases herein, the Parties acknowledge that they may hereafter
discover facts in addition to or different from those that they now believe are
true. The Parties acknowledge that they have taken these possibilities into
account and each expressly assumes the risk of them in entering into this
Conditional Covenant. Further, this Conditional Covenant shall remain in effect
notwithstanding the discovery or existence of such additional or different
facts, even if such facts would, if known on the Effective Date, have caused the
Party to seek different terms in this Conditional Covenant or not to have
executed this Conditional Covenant.
  7.04           No Prior Assignments.
Each Party represents, covenants, and warrants to the other Party that (i) it
has not previously assigned, and (ii) prior to the date of its release becoming
effective (in accordance with Section 7.01 or 7.02), it shall not assign,
delegate, or otherwise transfer any Claim which actually or potentially is or
may be subject to the release herein. Each Party shall indemnify and save
harmless the other Party and its past and present subsidiary or parent
corporations, companies, or other entities, affiliates, partners, shareholders,
members, joint venturers, heirs, successors, assigns, officers, directors,
employees, agents, attorneys and insurers (in their individual and
representative capacities) from and against all such Claims brought by a
purported assignee or transferee.
  7.05           Obligations
Hereunder. Nothing in this Section 7 shall constitute a release of any
Party's obligations set forth in this Conditional Covenant.
   6
  
  SECTION
8
 Notices
  8.01           Any
and all notices and demands by any Party hereto to any other Party, required or
desired to be given hereunder shall be in writing and shall be validly given or
made only if (i) deposited in the United States mail, certified or registered,
postage prepaid, return receipt requested, (ii) made by Federal Express or other
similar courier service keeping records of deliveries and attempted deliveries,
or (iii) when served by telecopy or similar facsimile transmission. Service by
mail or courier shall be conclusively deemed made on the first business day
delivery is attempted or upon receipt, whichever is sooner. Facsimile
transmissions received during business hours during a business day shall be
deemed made on such business day. Facsimile transmissions received at any other
time shall be deemed received on the next business day. Telephone numbers are
provided for convenience only, and notice by telephone shall not be deemed
adequate notice for purposes hereof.
  8.02           Any
notice or demand shall be addressed as follows:
  If
      to CIRI:
              Address:
              6280
      Annie Oakley DriveLas
      Vegas, NV 89120Attention:
              Johan
      Finley, Managing MemberTelephone:
              (702)
      730.2101Fax:
              (702)
      740.8692with
      a copy to:
              Address:
              Jones
      Vargas3773
      Howard Hughes Parkway, Suite 300 SouthLas
      Vegas, NV 89169Attention:
              Gary
      R. Goodheart, Esq.Telephone:
              (702)
      862.3300Fax:
              (702)
      737.7705and
      to:
              Address:
              Plainfield
      Asset Management LLC100
      W. Putnam, Third FloorGreenwich,
      CT 06830Attention:
              Thomas
      X. Fritsch, General CounselTelephone:
              (203)
      302-1715Fax:
              (203)
      302-1779If
      to Owner:
              Address:
              Village
      Hospitality LLC60
      Wall StreetNew
      York, NY 10005Attention:
              Mary
      Brundage and Karen BernsohnTelephone:
              (212)
      250-4666Fax:
              (212)
      797-4487with
      a copy to:
              Address:
              Lionel,
      Sawyer & Collins300
      S. Fourth St., Suite 1700Las
      Vegas, NV 89101Attention:
              Jeffrey
      P. Zucker, Esq.Telephone:
              (702)
      383.8888Fax:
              (702)
      383.8845
 
 8.03           The
Parties may change their address for the purpose of receiving notices or demands
as herein provided by a written notice given in the manner provided
above.
   7
  
  SECTION
9
 Representations
and Warranties
  9.01           Each
Party (for the purposes hereof, the "Representing Party") represents, covenants
and warrants to the other Party that:
  (a)           It
is a limited liability company duly created, validly existing and in good
standing under the laws of the state of its formation, with all requisite power
and authority to enter into and carry out its obligations under this Conditional
Covenant. If the Representing Party is organized under the laws of a state other
than Nevada, then it represents and warrants that it is qualified to do business
in Nevada as it is currently conducting business in Nevada.
  (b)           The
execution, delivery, and performance of this Conditional Covenant by the persons
executing the same on behalf of the Representing Party have been duly and
validly authorized (and by their execution hereof such persons individually
represent and wan.ant
that they are so authorized) and this Conditional Covenant constitutes the
legal, valid and binding obligations of the Representing Party enforceable in
accordance with its respective terms.
  9.02           CIRI
hereby represents and warrants that it has no actual knowledge, as of the
Effective Date, of any condition on or of the Casino Leased Premises or Property
that would constitute a breach by Owner of the last sentence of Section
3.01(b).
  SECTION
10
 Miscellaneous
  10.01           Survival. Certain
provisions hereof shall survive the termination of this Conditional Covenant and
the expiration of the Grace Period if by their nature such provisions must
survive.
  10.02           Integration Clause.
This Conditional Covenant (along with the documents referred to herein)
constitutes the entire and exclusive agreement among the Parties pertaining to
the subject matter contained herein and supersedes all prior agreements,
representations and understandings of the Parties.
  10.03           Modifications;
Waivers. No supplement, modification or amendment of this Conditional
Covenant shall be binding unless executed in writing by the Party to be bound.
The rights and remedies of the Parties to this Conditional Covenant are
cumulative and not alternative, except as otherwise expressly provided for in
this Conditional Covenant. Neither the failure nor any delay by any Party in
exercising any right, power, or privilege under this Conditional Covenant will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Conditional Covenant can be discharged
by one Party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other Party; (b) no waiver that may be
given by a Party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one Party will be deemed to be a
waiver of any obligation of such Party or of the right of the Party giving such
notice or demand to take further action without notice or demand as provided in
this Conditional Covenant.
  10.04           Successors and
Assigns. This Conditional Covenant shall inure to the benefit of and be
binding upon the Parties and their respective heirs, successors and assigns.
Nothing expressed or referred to in this Conditional Covenant will be construed
to give any person other than the Parties any legal or equitable right, remedy,
or claim under or with respect to this Conditional Covenant or any provision of
this Conditional Covenant. This Conditional Covenant and all of its provisions
and conditions are for the sole and exclusive benefit of the Parties and their
successors and assigns.
   8
  
  10.05           Timing. Time is of
the essence in this Conditional Covenant and all of the terms, covenants,
conditions, and obligations herein.
  10.06           Severability. If any
term, provision, covenant or condition of this Conditional Covenant, or any
application hereof, should be held by arbitrators or a court of competent
jurisdiction to be invalid, void or unenforceable, then all terms, provisions,
covenants or conditions, and all applications thereof, not held invalid, void or
unenforceable shall continue in full force and effect and shall in no way be
affected, impaired or invalidated thereby, provided that the invalidity,
voidness or unenforceability of such term, provision, covenant or condition
(after giving effect to the next sentence) does not materially impair the
ability of the Parties to consummate the transaction contemplated hereby. In
lieu of such invalid, void or unenforceable term, provision, covenant or
condition there shall be added to the Conditional Covenant a term, provision,
covenant or condition that is valid, not void, and enforceable and is as similar
to such invalid, void, or unenforceable term, provision, covenant or condition
as may be possible.
  10.07           Governing Law. The
laws of the State of Nevada applicable to contracts made or to be wholly
performed there (without giving effect to choice of law or conflict of law
principles) shall govern the validity, construction, performance and effect of
this Conditional Covenant. Any lawsuit to interpret or enforce the terms of this
Conditional Covenant shall be brought in a court of competent jurisdiction in
the State of Nevada.
  10.08           Attorneys' Fees. In
any action or proceeding to enforce the terms of this Conditional Covenant or to
redress any violation of this Conditional Covenant, the prevailing Party shall
be entitled to recover as damages its reasonable attorneys' fees and costs
incurred, whether or not the action is reduced to judgment. For the purposes of
this provision, the "prevailing Party" shall be that Party who has been
successful with regard to the main issue, even if that Party did not prevail on
all issues.
  10.09           Captions. The
captions appearing at the commencement of the sections hereof are descriptive
only and for convenience in reference to this Conditional Covenant and in no way
whatsoever define, limit or describe the scope or intent of this Conditional
Covenant, nor in any way affect this Conditional Covenant.
  10.10           Construction; Consultation
with Counsel. Personal pronouns shall be construed as though of the
gender and number required by the context, and the singular shall include the
plural and the plural the singular as may be required by the context. The terms
and conditions of this Conditional Covenant shall be construed as a whole
according to its fair meaning, and not strictly for or against any Party. The
Parties acknowledge that each of them has reviewed this Conditional Covenant and
has consulted with counsel and, after being fully informed as to the content and
effect of this Conditional Covenant, enter into this Conditional Covenant
voluntarily, having carefully read this Conditional Covenant, knowing the
contents hereof, and fully understanding the terms of this Conditional Covenant.
Any rule of construction to the effect that ambiguities are to be resolved
against the drafting Party shall not apply in the interpretation of this
Conditional Covenant.
  10.11           Counterparts. This
Conditional Covenant may be executed in any number of counterparts, each of
which when executed and delivered shall be an original, but all such
counterparts shall constitute one and the same Conditional Covenant. Any
signature page of this Conditional Covenant may be detached from any counterpart
without impairing the legal effect of any signatures thereon, and may be
attached to another counterpart, identical in form thereto, but having attached
to it one or more additional signature pages. The Parties contemplate that they
may be executing counterparts of this Conditional Covenant transmitted by
facsimile and agree and intend that a signature transmitted through a facsimile
machine shall bind the Party so signing with the same effect as though the
signature were an original signature.
   [The
rest of this page is intentionally blank, and the signature page
follows.]
  9
  
 IN
WITNESS WHEREOF, the Parties have executed this Conditional Covenant as of the
date set forth above.
  Owner:
              CIRI:Village
      Hospitality LLC
              CIRI
      Lakeside Gaming Investors, LLCBy:
              Casino
      Monte Lago Holding, LLC,its
      Managing MemberBy:
              
              
              By:
              /s/
      Johan P. FinleyName:
              Robert
      D. Burns
              
              Name:
              Johan
      P. FinleyTitle:
              President
              
              Title:
              Managing
      Member
 
 
 List of
Exhibits
 
 Exhibit
              
              ContentsExhibit
      A
              
              Exceptions
      to the Operation of the Casino Leased Premises during the Grace Period in
      Conformity with the Casino LeaseExhibit
      B
              
              Form
      of StipulationExhibit
      C
              
              FF&E
      and Gaming EquipmentExhibit
      D
              
              Material
      CIRI Employees
 
 
  10
  
 EXHIBIT
A
  Provisions in the Casino
Lease Which
 Need Not Be Performed by
CIRI
  CIRI's
obligation to perform in accordance with the terms of the Casino Lease as if the
Casino Lease had survived the foreclosure sale is subject to the following
exceptions:
  1.
              The
      following shall apply in lieu of the definition of "First Class Casino
      Standard" in Section 1 of the Casino
Lease:
  "First
Class Casino Standard" shall mean the overall quality of the maintenance,
personnel (including training), services and operations of the casino in effect
as of the date on which the Preliminary Writ was issued.
  2.
              CIRI
      shall have no construction obligations under Section 2 of the Casino
      Lease.
  3.
              The
      following shall apply in lieu of the first sentence of Subsection 5(a) of
      the Casino Lease:
  CIRI
shall use the Casino Leased Premises solely for the purpose of the operation of
a casino, including, without limitation, conducting gaming activities, providing
food and beverage services, providing other amenities customary for a casino
that meets the First Class Casino Standard (such as convenience and liquor
sales, cigar stores, food court and other entertainment), and selling logo-type
items (other than items bearing the name or logos of Ritz unless Ritz expressly
consents thereto in writing and other than items bearing the name or logos of
Lake Las Vegas unless Lake at Las Vegas Joint Venture expressly consents thereto
in writing), and shall not be used for any unlawful purpose.
  4.
              The
      following shall apply in lieu of the first sentence of Subsection 6(a) of
      the Casino Lease:
  CIRI
shall, at CIRI's sole expense, keep the Casino Leased Premises, including all
Casino Improvement Work, FF&E, and Gaming Equipment in use at the Casino
Leased Premises in good and tenantable condition, and shall promptly make all
necessary structural and non-structural repairs and replacements to the Casino
Leased Premises, but shall not be required to make any capital improvements
unless Owner has agreed in writing to reimburse CIRI for Owner's pro rata share
of capital expenditures attributable to the useful like of any capital
improvements extending beyond the Surrender Date.
  5.
              The
      indemnification provisions of the Conditional Covenant shall replace those
      indemnification obligations of the Tenant contained in Section 8 of the
      Casino Lease.
  6.
              The
      following shall apply in lieu of the first sentence of Subsection 11(e) of
      the Casino Lease:
  For
the purposes of this Lease, "Qualified Casino Manager" shall mean (i) Tenant;
(ii) any casino manager that, as of the date of such designation, directly or
through its Affiliates, manages and shall have managed for not less than three
(3) years, not less than two (2) casinos comparable in quality to the casino on
the Casino Leased Premises; or (iii) any other casino manager as Owner shall
approve, which approval shall not be unreasonably withheld, delayed or
conditioned.
  7.
              The
      default provisions of the Conditional Covenant shall replace those
      contained in Section 14(a) of the Casino
Lease.
   11
  
  8.
              The
      remedies provisions of Section 15 of the Casino Lease shall not apply in
      the event of a default by CIRI under the Conditional
    Covenant.
  9.
              CIRI
      shall not have the obligation set forth in Section 17 of the Casino Lease
      to remove FF&E and/or Gaming
Equipment.
  10.
              CIRI
      shall have no obligations under the first and third sentences of Section
      18 ("Holding Over") of the Casino Lease; provided, however, that the
      second and fourth sentences apply to a holding over following the date on
      which CIRI is obligated hereunder to surrender the Casino Leased Premises
      but fails to do so.
  11.
              CIRI
      shall have no obligation to remove any signage under Section 20 of the
      Casino Lease.
  Provisions in the Casino
Lease Which
 Need Not Be Performed by
Owner
  Owner's
obligation to perform in accordance with the terms of the Casino Lease as if the
Casino Lease had survived the foreclosure sale is subject to the following
exceptions:
  12.
              Owner
      shall have no construction obligations under Section 2 of the Casino
      Lease.
  13.
              The
      following shall apply in lieu of the first sentence of Subsection 6(b) of
      the Casino Lease:
  Owner
shall, at Owner's sole expense, keep the exterior of the Casino Shell (including
the roof and landscaping, such landscaping to include walkways, steps, hardscape
and softscape), in good and tenantable condition and shall promptly make all
necessary structural and on-structural repairs and replacements to the exterior
of the Casino Shell.
  14.
              The
      following shall apply in lieu of the first sentence of Subsection 7(c) of
      the Casino Lease:
  After
the Surrender Date, Owner shall provide an accounting to Tenant of the actual
Tenant Utility Expenses allocated to Tenant based upon the square footage
actually occupied by Tenant in the Casino Premises as set forth on Exhibit B as
compared to the total square footage of the Parking Garage, Hotel, Spa and
Bridge and Casino Shell as set forth on Exhibit B. Tenant shall have the right
to conduct an audit of such accounting at Tenant's sole cost and expense within
a reasonable period not to exceed two months after delivery of the
accounting.
  Provisions in the Casino
Lease Not Applicable to Owner or CIRI
  The
Parties' obligation to perform in accordance with the terms of the Casino Lease
as if the Casino Lease had survived the foreclosure sale is subject to the
following exceptions:
  15.
              Owner
      shall not have any option to purchase the FF&E and Gaming Equipment
      from CIRI, and CIRI shall have no obligation to sell the FF&E and
      Gaming Equipment to Owner.
  16.
              The
      notice provisions of Section 16 of the Casino Lease are inapplicable to
      Owner or CIRI.
  17.
              Owner
      and CIRI shall not have the obligations set forth in Section 24 ("Damage
      or Destruction") of the Casino
Lease.
   12
  
  EXHIBIT
B
 Form
of Stipulation
  SAO
 Todd
M. Touton, NV Bar #1744
 ttuouton@lionelsawyer.com
 Mark
J. Gardberg, NV Bar #10879
 mgardberg@lionelsawyer.com
 LIONEL
SAWYER & COLLINS
 1700
Bank of America Plaza
 300
South Fourth Street
 Las
Vegas NV 89101
  Attorneys
for Plaintiff Village Hospitality LLC
  DISTRICT
COURT
 CLARK
COUNTY, NEVADA
  VILLAGE HOSPITALITY LLC, a Delaware limited liability
      company,
                
                Plaintiff,
                
                vs.
                
                CIRI
      LAKESIDE GAMING INVESTORS, LLC, a Nevada limited liability
      company,
                
                Defendant.
              Case
      No.  A589067
                Dept.
      No. XXV
                
                STIPULATION
      AND ORDER FOR
                DISMISSAL
      WITH PREJUDICE
 
 It
is hereby stipulated, pursuant to NRCP 41(a)(1)(ii), by and between Plaintiff
Village Hospitality LLC ("Village Hospitality"), by and through its attorneys,
Todd M. Touton, Esq. and Mark J. Gardberg, Esq. of Lionel Sawyer & Collins,
and Defendant CIRI Lakeside Gaming Investors, LLC ("CIRI"), by and through its
attorneys Gary R. Goodheart, Esq. and David A. Carroll, Esq. of Jones Vargas, as
follows:
  WHEREAS,
in an Order and Preliminary Writ of Restitution entered by this Court on August
4, 2009 (the "Order and Preliminary Writ of Restitution"), this Court granted
Defendant CIRI a fifteen-day period (from the posting by Plaintiff Village
Hospitality of a bond of indemnification in favor of Defendant CIRI in the sum
of $250,000, or a bond equivalent (e.g., cash) under NRS Chapter 20) in which to
surrender the Casino Premises to Plaintiff Village Hospitality, or else
Defendant CIRI would be required to post a bond in order to remain on the Casino
Premises for up to thirty additional days;
  WHEREAS,
in compliance therewith, Plaintiff Village Hospitality deposited the sum of
$250,000 in cash (the "Funds") with the Clerk of the Court on August 6,
2009;
  WHEREAS,
Defendant CIRI requested that Plaintiff Village Hospitality grant Defendant CIRI
a limited grace period for Plaintiff Village Hospitality, Defendant CIRI, and a
third party to potentially arrange an amicable resolution of the instant
dispute, including the possible negotiation and execution of a new lease,
purchase of Defendant CIRI's FF&E, and dismissal of this case with
prejudice, and the parties therefore stipulated to a fifteen-day grace period in
a Stipulation filed on July 28, 2009, and this Court confirmed that Stipulation
in an Order entered on August 4, 2009;
   13
  WHEREAS,
the parties have reached an amicable resolution to the dispute;
 
 WHEREAS,
the parties have agreed as follows:
  (1)
              the
      Order and Preliminary Writ of Restitution entered in the above-captioned
      action by this Court on August 4, 2009 shall be deemed final (and to
      constitute a final writ of restitution);
and
  (2)
              the
      above-captioned action shall be dismissed with
  prejudice;
  subject
only to a reservation of rights by Plaintiff Village Hospitality and Defendant
CIRI pursuant to and arising out of a Conditional Covenant Not to Execute
entered into by Plaintiff Village Hospitality and Defendant CIRI dated September
___ , 2009.
  NOW
THEREFORE, the parties respectfully and jointly ask this Court to confirm this
Stipulation by executing the Order below and dismissing the above-captioned
action with prejudice.
  Dated
      this _____ day of September 2009.
              Dated
      this ______ day of September 2009.LIONEL
      SAWYER & COLLINS
              JONES
      VARGASBy:
              
              
              By:Todd
      M. Touton, NV Bar #1744
              
              
              Gary
      R. Goodheart, NV Bar #1203Mark
      J. Gardberg, NV Bar #10879
              
              
              David
      A. Carroll, NV Bar #76431700
      Bank of America Plaza
              
              
              3773
      Howard Hughes Parkway300
      South Fourth Street
              
              
              Third
      Floor SouthLas
      Vegas, Nevada 89101
              
              
              Las
      Vegas, Nevada 89169(702)
      383-8825
              
              
              (702)
      862-3300Attorneys
      for Plaintiff Village
              
              
              Attorneys
      for Defendant CIRI LakesideHospitality
      LLC
              
              
              Gaming
      Investors, LLC
 
 ORDER
  Based
on the above-executed stipulation of counsel, and other good cause appearing
therefore,
  (1)
              This
      Court's Order and Preliminary Writ of Restitution is, in accordance with
      the agreement of the parties, now hereby declared and confirmed as a Final
      Writ of Restitution and Judgment Granting a Final Writ of
      Restitution.
  (2)
              All
      other and further claims are hereby dismissed with prejudice. Each of the
      parties are to bear their own costs. Such dismissal is subject to the
      terms of a Conditional Covenant Not to Execute executed by the parties
      simultaneously with the Stipulation and Order for Dismissal with
      Prejudice, and the parties' reservation of rights created
      thereunder.
  (3)
              Plaintiff
      Village Hospitality is entitled to immediately redeem the $250,000 in a
      bond or bond equivalent previously deposited with the Clerk of the Court,
      and such funds shall be returned to Plaintiff Village
      Hospitality.
  DATED
this _____________ day of September 2009.
  KATHLEEN
      DELANEYDISTRICT
      JUDGE
 
  14
  
 EXHIBIT
C
  FF&E
and Gaming Equipment
  CATEGORY
              
              DESCRIPTION1
              
              MAINTENANCE
      SHOP:MAINTENANCE
      SHOP EQUIPMENT, FURNITURE, DRILL PRESS, GRINDERS, HOISTS, SMALL HAND
      TOOLS, SMALL POWER TOOLS, KEY MACHINE, TOOL BOXES, CARTS, BENCHES, CHAIRS,
      TABLES, SHELVING, TOOL CABINETS, DOLLIES2
              
              TAPPO SPORTS
      BAR/SPORTS BOOK/PATIO:BAR
      AND LOUNGE EQUIPMENT INCLUDING, BAR STOOLS, TABLES, CHAIRS, REFRIGERATORS,
      SHORT ORDER GRILLING EQUIPMENT, KITCHEN EQUIPMENT, PORTABLE COOLERS, BEER
      TAP STATIONS, FLAT SCREEN TELEVISIONS, DECORATIVE ART, COUCHES, HEATERS,
      COFFEE TABLES, GLASSWARE, SHELVING, PORTABLE MISTING SYSTEM, UMBRELLAS;
      BUT NOT: PIZZA OVEN3
              
              ADMIN/IT/ACCOUNTING
  OFFICES:OFFICE
      MACHINES, FURNITURE, PHONE SYSTEM, COPIERS, COMPUTER NETWORK SYSTEM,
      PERSONAL COMPUTERS, DESKS, CHAIRS, CREDENZAS, PARTITIONS, LATERAL FILE
      CABINETS, STEEL DRAWER FILE CABINETS, PRINTERS, FAX MACHINES,
      REFRIGERATORS4
              
              HOUSEKEEPING/ENTRY
      LOBBY:HOUSEKEEPING
      EQUIPMENT, FURNITURE, CABINETS, RACKS, SHELVING, WIRE RACKS, PLANTERS,
      DECORATIVE WALL HANGING ART, CLEANING CARTS, FLOOR
  SCRUBBER5
              
              SLOT
      ROOM:REPAIR
      AND TEST EQUIPMENT, TESTING MACHINES, CABINETS, BENCHES, STOOLS, CHAIRS,
      CARTS, OSCILLOSCOPES, ELECTRICAL TESTING GEAR, SOLDERING MACHINES,
      CALIBRATION UNIT, SPARE PARTS, HAND RADIOS, FILE CABINETS, DOLLIES,
      TABLES6
              
              CAGE/SOFT COUNT
      AREAS:OFFICE
      AND CURRENCY COUNTING EQUIPMENT, FURNITURE, COPIER, CHANGE MACHINES,
      DESKS, CHAIRS, BILL JET SCANNING MACHINES, CABINETS, STEEL FILE CABINETS,
      LATERAL FILE CABINETS, ALUMINUM
CARTS
  15
  
 CATEGORY
              
              DESCRIPTION7
              
              KITCHEN/TENUTA
      CAFÉ
      & BAR:KITCHEN,
      FOOD PREP, SERVICE EQUIPMENT, FURNITURE, COOLERS, FREEZER, MIXERS, PREP
      TABLES, OVENS, FRYERS, GRIDDLES, WARMERS, STEAM TABLES, POTS, PANS,
      SERVICE WARE, SERVICE CHINA, FLATWARE, WIRE RACKS, SHELVING, STORAGE
      CONTAINERS, COUNTERS, CASH REGISTERS, MICROS SYSTEM, TABLES, CHAIRS,
      FREE-STANDING COOLER, GLASS WASHER, BAR STOOLS, PLASMA TELEVISIONS,
      PORTABLE MISTING SYSTEM & UMBRELLAS, INVENTORY, DVD PLAYER & MUSIC
      TOWERS; BUT NOT: WALK-IN COOLERS OR FREEZERS8
              
              STORAGE
      AREAS:SMALL
      WARES, RACKING, WALK-IN FREEZER, LIGHTING, FLOOR SCRUBBER, SWEEPER, LOUNGE
      CHAIRS, PATIO HEATERS, STAGE, UNIFORMS, BEVERAGE COOLERS, KITCHEN
      EQUIPMENT, FOLDING CHAIRS, TABLES, BANQUET TABLES, CASINO CHAIRS, LADDERS,
      BLACKJACK TABLES, PORTABLE SCREENS, PROMOTIONAL INVENTORY, SAFE, CARPET
      (NON ATTACHED); BUT NOT: JACKETED STEAM KETTLE, HOOD, ANSUL FOAMING
      SYSTEM9
              
              GIFT
      SHOP:INVENTORY,
      WINE RACKS, REFRIGERATORS, POINT OF SALES SYSTEM, FREE-STANDING DISPLAY
      CASES10
              
              CASINO
      FF&E:ROULETTE
      TABLES, CRAP TABLE, APPROX 600 CASINO CHAIRS, SECURITY DESK, 9 BLACKJACK
      TABLES, POKER TABLE, TELEVISIONS, SLOT SIGNAGE, MAIN SOUND AND A/V
      EQUIPMENT & FREE STANDING SPEAKERS WITH MOUNTS, SLOT STANDS, CHIPS, 2
      BILL BREAKERS, FREESTANDING LIGHTING, (NON-ATTACHED)
  CARPET11
              
              GAMING
      DEVICES:511
      GAMING DEVICES, WHICH INCLUDES THOSE REMOVED IN JULY
  200912
              
              SURVEILLANCE
      EQUIPMENT:DIGITAL
      DATA SURVEILLANCE SYSTEM WITH CAMERAS, MONITORS, SERVERS, SWITCHES,
      CONTROL PANELS, RACKS, CABLE (NO IN WALL WIRING TO BE
    REMOVED)13
              
              PLAYER TRACKING AND
      DATABASE:OASIS
      PLAYER TRACKING SYSTEM HARDWARE AND PLAYER DATABASE, INCLUDING PLAYER
      HISTORY14
              
              MISCELLANEOUSBACK-UP
      GENERATOR, UPS SYSTEM, IT ROOM - SERVERS, SHUTTLE BUS, SMALL PICK UP
      TRUCK, GOLF CART, JLG SCISSOR LIFT, RIDING SWEEPER, INVENTORIES &
      SUPPLIES, RADIO SYSTEM, PAGER SYSTEM - TENUTA, PLAYER'S CLUB EMBOSSERS,
      SERVICE BAR EQUIPMENT, ICE MACHINES, FREE-STANDING
  S1GNAGE
 
 NOTE:
IN THE REMOVAL OF ANY FITTINGS SUCH AS CAMERAS ETC THERE IS NO INTENTION TO
REMOVE ANY IN-WALL WIRING.
   16
  
  EXHIBIT
D
  Material CIRI
Employees
   Rick
Ingrassia
 
  17