**EXHIBIT10.32**

GOLD RANCH CASINO LEASE

BETWEEN

LAST CHANCE, INC.A Nevada Corporation

AND

PROSPECTOR GAMINGENTERPRISES, INC.A Nevada Corporation

AND

TARGET INVESTMENTS,L.L.C.a Nevada limited liability company

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**GOLD RANCH CASINO LEASE**

This Gold Ranch Casino Lease (“**Lease**”) is madethis 27th day of December, 2001, by and between Last Chance, Inc., a NevadaCorporation (Last Chance) and Prospector Gaming Enterprises, Inc., a NevadaCorporation, doing business as Gold Ranch Casino & RV Resort (sometimesreferred to as PGE) with respect to the lease of the Gold Ranch Casino Propertyand improvements and the FF&E; and by and between Last Chance and TargetInvestments, L.L.C., a Nevada limited liability company (Target) with respectto the lease of the Leach Field Property, the Frontage Parcel and the SignEasement.  PGE and Target are jointlyreferred to as Landlord.

R E C I T A L S

This Lease is made with reference to the following facts andobjectives:

A.            Capitalized termsused in this Lease and not otherwise defined shall have the meanings ascribedto such terms in Section 1.

B.            This Lease is one ofthe Integrated Agreements by and between Last Chance and PGE and itsAffiliates, for the acquisition by Last Chance of all of the IntegralProperties and Assets of the Gold Ranch Casino and RV Resort.

C.            PGE is the owner ofthe Gold Ranch Casino Property, the Premises and the FF&E, and Target isthe owner of the Leach Field Property, the Frontage Parcel and the real propertyto be burdened by the Sign Easement;

D.            Last Chance desiresto lease the Gold Ranch Casino Property, the Premises and the FF&E from PGEand PGE desires to lease the Gold Ranch Casino Property, Premises and FF&Eto Last Chance; and

E.             Last Chance desiresto lease the Leach Field Property and the Frontage Parcel and to acquire theSign Easement from Target and Target desires to grant the Sign Easement and tolease the Leach Field Property and the Frontage Parcel to Last Chance.

NOW, THEREFORE, in consideration of the Recitals and the premises, theexecution and delivery of the other Integrated Agreements, and for other goodand valuable consideration, the receipt and sufficiency of which is herebyacknowledged by the parties, Landlord and Last Chance covenant and agree asfollows:

## **1.****                                      DEFINITIONS.**

1.1           “**Affiliate**” means as to any Person, any other Person whichdirectly or indirectly controls, or is under common control with, or iscontrolled by, such Person and, if such Person is an individual, any member ofthe immediate family (including parents, spouse, children, grandchildren,brothers and sisters, of such individual and any trust the principalbeneficiary of which is such individual or one or more members of suchindividual’s immediate family and any Person who is controlled by any suchmember or trust.  As used in thisdefinition, “**control**” (including itscorrelative meanings, “**controlled by**”and “**under common control with**”) means

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possession, directly or indirectly, of power to director cause the direction of the management or policies, whether through theownership of securities, limited liability company or partnership or otherownership interests, by contract or otherwise.

1.2           “**Asset Purchase Agreement**” means the Asset Purchase Agreementby and between Prospector Gaming Enterprises, Inc., a Nevada Corporation andLast Chance, Inc., a Nevada Corporation, executed contemporaneously herewithand as to which this Lease is an integral part.

1.3           “**Associated Equipment**” shall have the meaning ascribed tothat term in NRS 463.0136.

1.4           “**Business Expenditures**” means all costs incurred by LastChance for the purchase, replacement, maintenance or repair of and for theIntegral Properties and Assets other than sums expended for fixtures and itemswhich are expensed, as opposed to amortized or depreciated, in accordance withGAAP, excluding the purchase of the Acquired Assets as provided in the AssetPurchase Agreement.

1.5           “**California Lottery Property**” means the real property andimprovements located in Washoe County, Nevada and Sierra County, California,owned by Target Investments, L.L.C., and described in Exhibit 1 (APN038-230-06 and APN 023-100-06) upon and from which California Prospectors,Ltd., a Nevada limited liability company, operates the California Lottery Station.

1.6           “**California Lottery Station**” means the improvements locatedon the California Lottery Property from which California Prospectors, Ltd.  operates as a California Lottery gameretailer, including the building containing the lottery station and aconvenience store, adjacent parking, landscaping and associated improvements,furniture, fixtures and equipment not otherwise owned by CaliforniaProspectors, L.L.C.

1.7           “**California Lottery Station Lease**” means the CaliforniaLottery Station Lease between California Prospectors, Ltd., and TargetInvestments, LLC, as “**Landlord**”, forthe lease of the California Lottery Property and the California LotteryStation.

1.8           “**CERCLA**” means the Comprehensive Environmental Response,Compensation and Liability Act of 1980, as amended.

1.9           “**Closing**” means the completion of the transactioncontemplated by the Integrated Agreements on the Closing Date.

1.10         “**Closing Date**”means the last day of the month in which all conditions precedent to theClosing have occurred as provided in the Asset Purchase Agreement.

1.11         “**EnvironmentalClaim**” means, with respect to any Person, any written notice, claim,demand or other communication (collectively, a “**claim**”)by any other person alleging or asserting such person’s liability for investigatorycosts, cleanup costs, Governmental Authority response costs, damages to naturalresources or other premises, personal injuries, fines or penalties arising outof, based on or resulting from (A) the presence, or into the environment, of

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any Hazardous Material at any location, whether or notowned by such person, or (B) circumstances forming the basis of anyviolation, or alleged violation, of any Environmental Law.  The term “**EnvironmentalClaim**” shall include, without limitation, any claim by anyGovernmental Authority for enforcement, cleanup, removal, response, remedial orother actions or damages pursuant to any applicable Environmental Law, and anyclaim by any third party seeking damages, contribution, indemnification, costrecovery, compensation or injunctive relief resulting from the presence ofHazardous Materials or arising from alleged injury or threat of injury tohealth, safety or the environment.

1.12         “**EnvironmentalLaws**” means any law, regulation or order relating to the regulationor protection of human health, safety or the environment or to emissions,discharges Releases or threatened Releases of Hazardous Materials into theenvironment (including without limitation ambient air, soil, surface water,ground water, wetlands, land or subsurface strata), or otherwise relating tothe manufacture, processing, distribution, use, treatment, storage, disposal,transport or handling of Hazardous Materials.

1.13         “**Exhibit**”shall mean those documents identified as such and attached hereto and incorporatedby this reference.

1.14         “**ExtendedTerm**” means the term of any extension of the Lease arising from LastChance’s exercise of an option to extend under Section 2.3.

1.15         “**FF&E**”means any and all furniture, fixtures and equipment installed or used, or to beinstalled or used, in connection with the operation of the Property or thePremises which is not owned by Last Chance, including, but not limited to, theplumbing systems, HVAC systems, fire protection systems, electrical systems,equipment, elevators, exterior sidings and doors, landscaping and irrigationsystems.

1.16         “**Fixture**”means an item or items of personal property which have been permanentlyattached to the Premises or the Property the removal of which will causematerial damage.

1.17         “**FrontageParcel**” means a portion of that certain parcel or real property (APN038-241-08) located in Washoe County, Nevada, as more particularly described inExhibit 1.

1.18         “**GAAP**”means generally accepted accounting principles applied on a consistent basis fromperiod to period.

1.19         “**GamingDevices**” shall have the meaning ascribed thereto by NRS 463.0155.

1.20         “**GamingRevenue**” shall mean Gross Revenue less: (i) all revenue receivedfrom any game, gaming device or inter-casino linked gaming system operated onthe Premises which is shared with any other person or entity, including,without limitation, the operator of an inter-casino linked gaming system, and(ii) all sums paid by Last Chance to the Nevada Gaming Commission under andpursuant to NRS 463.370.

1.21         “**Gold RanchCasino Property**” means the real property upon which the Gold RanchCasino, adjacent buildings, structures and parking facilities are located atI-80 West,

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Exit 2, Gold Ranch Road, Verdi, Nevada 89439 (APN038-230-24) as more particularly described in Exhibit 1.

1.22         “**Gold RanchRV Resort**” means the 105 space recreational vehicle park operated byGold Ranch RV Resort, LLC, a Nevada limited liability company, on the RV ParkProperty, together with all improvements and furniture, fixtures and equipmentused in conjunction therewith.

1.23         “**GovernmentalAuthority**” shall mean any federal, state, regional, county ormunicipal governmental agency, board, commission, officer or official having orexercising or purporting to have or exercise jurisdiction over the Property,the Premises or the FF&E.

1.24         “**GrossRevenue**” means and shall be calculated as provided in NRS 463.0161,and NRS 463.3715.

1.25         “**HazardousMaterials**” means and includes (1) any “**hazardoussubstance,**” as defined by CERCLA or any other similar substance orwaste regulated pursuant to any similar state or local law, regulation orordinance; (2) any “**waste**” or “**hazardous waste,**” as defined by the Resource Conservationand Recovery Act, as amended, or any other similar substance or waste regulatedpursuant to any similar state or local law, regulation or ordinance; (3) anypollutant, contaminant, material, substance or waste regulated by the CleanWater Act, as amended, or any other similar substance or waste regulatedpursuant to any similar state or local law, regulation or ordinance; (4) anypollutant, contaminant, material, substance or waste regulated by the Clean AirAct, as amended, or any other similar substance or waste regulated pursuant toany similar state or local law, regulation or ordinance; (5) any petroleumproduct; (6) any polychlorinated biphenyls; or (7) any radioactivematerial or substances.

1.26         “**Initial Term**”means the term of this Lease and Last Chance’s obligation to pay Rent whichshall commence on the Closing and shall, unless terminated or extended asprovided in this Lease, continue for a period of twenty (20) years thereafter.

1.27         “**IntegralProperties and Assets**” means all of the assets, real and personal,tangible and intangible, which constitute integral parts of the businessesoperated by Prospector Gaming Enterprises, Inc., and its Affiliates, as theGold Ranch Casino & RV Resort, as more particularly described in the AssetPurchase Agreement.

1.28         “**IntegratedAgreements**” means this Lease and each of the agreements anddocuments described as a component of that term in the Asset PurchaseAgreement, which constitute integral parts of the single transaction by whichLast Chance, Inc., will acquire the businesses and assets (real, personal,tangible and intangible) operated by Prospector Gaming Enterprises, Inc., andits Affiliates, as the Gold Ranch Casino & RV Resort.

1.29         “**Jack In TheBox Lease**” shall mean that certain lease agreement by and betweenthe PGE and Foodmaker, Inc., a Delaware corporation, dated November 16, 1998,to be to be assigned by PGE to Last Chance for delivery on the Closing.

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1.30         “**Leach FieldProperty**” means a portion of that certain parcel of real propertylocated in Washoe County, Nevada, designated as APN 038-230-02 and moreparticularly described in Exhibit 1.

1.31         “**Lease Term**”means the total of the Initial Term and any and all Extended Terms of thisLease.

1.32         “**NevadaGaming Authorities**” means the Nevada Gaming Commission and the StateGaming Control Board.

1.33         “**Option toPurchase the Gold Ranch Casino Property**” means the Option toPurchase the Gold Ranch Casino Property and Improvements, the Leach FieldProperty, the Frontage Parcel, the California Lottery Station and theCalifornia Lottery Property, and Right of First Refusal executed on even dateherewith by and between Prospector Gaming Enterprises, Inc.  and Target Investments, L.L.C., and LastChance, as one of the Integrated Agreements.

1.34         “**Option toPurchase Gold Ranch RV Resort Business**” means the Option To PurchaseAll Assets of Gold Ranch RV Resort Business and Right Of First Refusal executedon even date herewith pursuant to the Asset Purchase Agreement by which GoldRanch RV Resort L.L.C., grants to Last Chance an option to purchase the GoldRanch RV Resort business and a right of first refusal with respect thereto.

1.35         “**Option ToPurchase The RV Park Property**” means the Option to Purchase the RVPark Property and Right of First Refusal executed on even date herewithpursuant to the Asset Purchase Agreement by which Prospector GamingEnterprises, Inc.  grants to Last Chancean option to purchase the RV Park Property and a right of first refusal.

1.36         “**PermittedExceptions**” means those liens and encumbrances, approved by LastChance, to which the Property, Premises, or FF&E re or will be subject atthe Closing as set forth on Exhibit 2 attached hereto.

1.37         “**Person**”means an individual, firm, corporation, trust, association, partnership, jointventure, tribunal or other entity.

1.38         “**PreliminaryTitle Reports**” shall mean, cumulatively, the preliminary titlereports prepared by Western Title Company, Inc., dated December 21, 2001 andInter-County Title Co., dated August 27, 2001, copies of which are attached tothe “Asset Purchase Agreement as Exhibit 24.

1.39         “**Premises**”means all improvements located upon the Property including, but not limited to,the Gold Ranch Casino, adjacent buildings, structures and parking facilitiesotherwise known as the Gold Ranch Casino & RV Resort located at I-80 West,Exit 2, Gold Ranch Road, Verdi, Nevada 89439.

1.40         “**Property**”means the Gold Ranch Casino Property, the Leach Field Property, the FrontageParcel and the Sign Easement, as more particularly described in Exhibit 1.

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1.41         “**PurchaseOptions**” means the Option to Purchase the Gold Ranch CasinoProperty, the Option to Purchase the RV Park Property, the Option to Purchasethe Gold Ranch RV Resort Business and the options to purchase contained in theWater and Sewer Service Agreement including, in each case, the rights of firstrefusal granted to Last Chance in those documents.

1.42         “**ReaderboardSign**” means the double column elevated electric readerboard signlocated on that certain parcel of real property designated as APN 038-241-08,at the site depicted in Exhibit 1.

1.43         “**Release**”means release, spill, emission, leaking, pumping, injection, deposit, disposal,discharge, dispersal, leaching or migration into the indoor or outdoorenvironment or into or out of any real or personal property or any fixture,including the movement of Hazardous Materials through or in the air, soil,surface water or groundwater.

1.44         “**RV ParkProperty**” means the real property described in Exhibit 1 (APN038-241-07 and APN 023-100-13), and the improvements located thereon, uponwhich the Gold Ranch RV Resort is located.

1.45         “**SignEasement**” means the easement granted by Target hereunder for theplacement, use, maintenance and enjoyment of the double column elevatedelectric reader-board sign located on APN 038-241-08 at the site depicted inExhibit 1, as provided in Section 2.4 of this Lease.

1.46         “**TitleCompany**” shall mean, collectively, Western Title Company, Inc.  located at 241 Ridge Street, Reno, Nevada89501, the authorized agent for Ticor Title Insurance Company, and Inter-CountyTitle Co.  of Nevada County, with officesat 11851 Sutton Way, Grass Valley, California 95945.

1.47         “**Water andSewer Service Agreement**” means the agreement by and between PGE,Target, Stremmel Capital Group, Ltd.  andLast Chance pursuant to which water and sewer service is to be provided by PGE,Target and Stremmel Capital Group, Ltd. to the Integrated Properties and Assets.

## **2.****                                      GRANTAND TERM.**

2.1           Lease Grant.  Landlord leases the Property, the Premisesand the FF&E, to Last Chance free and clear of all liens, claims,encumbrances, and interests of third parties, subject only to the PermittedExceptions.  This Lease shall be a triplenet lease except where otherwise provided herein.  Landlord shall deliver possession of theProperty, the Premises and the FF&E to Last Chance on the Closing.

2.2           Initial Term.  The Initial Term of this Lease and LastChance’s obligation to pay Rent shall commence at the Closing and shall, unlessterminated or extended as provided in this Lease, continue for a period oftwenty (20) years thereafter.  At theClosing, the parties shall insert the Closing Date and the date of terminationof the Initial Term in the spaces provided below:

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Closing Date:                                                                                                           

Date of Termination of the Initial Term:                                                                 

2.3           Option to ExtendLease.  Last Chance is given theoption to extend this Lease following the Initial Term, on the terms andconditions thereof as exist at the time of the exercise of any such option, forfour (4) five (5) year periods.  LastChance shall exercise its option(s) to extend by giving written notice thereofto Landlord at least ninety (90) days before the expiration of the Initial Termor any Extended Term.

2.4           Easement Grant,Sign Easement.  Target hereby grantsto Last Chance a perpetual exclusive easement over that portion of the realproperty (as depicted on Exhibit 1 and more specifically describedtherein) upon which the Readerboard Sign (Sign) is located for the purposes ofthe continued location thereon of the Sign, or any replacement or substitutetherefor, ingress to and egress from the Sign and the right to repair, replace,reconstruct and maintain the Sign. Target shall execute a grant, bargain and sale deed, in the form ofExhibit 3 attached hereto, confirming the conveyance of the easementhereby created and shall deliver same to Last Chance at the Closing.

## **3.****                                      RENT.**

3.1           Rent.  The annual rent shall be equal to the greaterof (i) $560,000 (“**Minimum Annual Rent**”)or (ii) the “**Percentage Rent**”, paid monthlycommencing on the first day of the first full month following the Closing.  Rent for any partial calendar month of actualoccupancy of the Property and Premises by Last Chance shall be prorated asprovided in Section 3.3.  The PercentageRent shall be equal to 7% of the first Twelve Million Dollars ($12,000,000) ofannual Gaming Revenue, 5.5% of annual Gaming Revenue in excess of Twelve MillionDollars ($12,000,000) but less than or equal to Fifteen Million Dollars($15,000,000), and 4.5% of annual Gaming Revenue in excess of Fifteen MillionDollars ($15,000,000).  In all cases, thePercentage Rent shall be reduced by the rent paid by California Prospectors,L.L.C.  under and pursuant to theCalifornia Lottery Station Lease.  LastChance shall pay Minimum Annual Rent in twelve (12) equal monthly installments(except as provided above) during each year of the Lease Term, on the first dayof each calendar month following the Closing.

3.2           Percentage Rent.

(A)          In General.  Percentage Rent shall be payable monthly, inarrears, commencing with the calendar month following the month in which GamingRevenue first exceeds the Minimum Annual Rent for such fiscal year, PROVIDED,HOWEVER, that there shall be no payment or accrual of Percentage Rent untilLandlord shall have satisfied the gaming licensing requirements of Section3.2(C) and any and all requirements of Chapter 463 of the Nevada RevisedStatutes and the Regulations of the Nevada Gaming Commission, the State GamingControl Board and Washoe County, Nevada.

The total Percentage Rent due and payable for a fiscal year shall becomputed based on Last Chance’s annual statement of Gaming Revenue for therespective year, prepared and delivered pursuant to Section 3.2(B), and if LastChance paid an amount greater than the actual Percentage Rent payablethereunder, the amount of such overpayment shall be refunded to

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Last Chance by the Landlord within five (5) businessdays following the delivery of Last Chance’s annual statement of GamingRevenue; if Last Chance paid an amount less than the required Percentage Rent,then Last Chance shall pay such difference to Landlord within five (5) daysfollowing the delivery of Last Chance’s annual statement of Gaming Revenues forsaid fiscal year.

(B)           Reporting ofGaming Revenue.  Last Chance agreesto furnish to Landlord a statement of Gaming Revenue within twenty business(20) days after the close of each calendar month, and an annual statement,including a monthly breakdown of Gaming Revenue, within ninety (90) days afterthe close of each fiscal year of Last Chance during the Lease Term and anypartial fiscal year at the end of the Lease Term.  All statements shall itemize all elements ofGaming Revenues and any respective adjustments, and shall be certified as trueand correct by a responsible officer of Last Chance.  Last Chance shall keep (i) full and accuratebooks of account and records in accordance with GAAP and the Regulations of theNevada Gaming Authorities.  Such books,receipts, and records shall be kept by Last Chance for a period of three (3)years after the close of each fiscal year and shall, at the Landlord’s soleexpense, be available for inspection and audit by Landlord and its representatives,at Landlord’s expense, at the Premises or Last Chance’s principal place ofbusiness, at all times during regular business hours.  Any objection or dispute which Landlord maywish to raise with respect to Percentage Rent payable hereunder, shall be madein writing by Landlord to Last Chance within twenty (20) days following thereceipt by Landlord of each monthly or annual statement of Gaming Revenue, orwithin thirty (30) days following: (i) receipt by Landlord of any amendment ormodification to a monthly or annual statement of Gaming Revenue resulting fromany audit by Landlord or (ii) receipt by Landlord of notice from LastChance of any such amendment or modification resulting from an internal orexternal audit of Last Chance’s Gaming Revenue by other than Landlord.  Each of Landlord and Last Chance shall,within ten (10) days of receipt by them of any such audit adjustment, givewritten notice thereof to the other.  Thenotice shall include a copy of the audit and the audit report, or that portionthereof which deals with the calculation of Last Chance’s Gaming Revenue.  Any sum payable by Last Chance or to berebated by Landlord shall be paid over to the party entitled thereto withinthirty (30) days following receipt of the notice from the other.  Any objection or dispute not timely made orraised by Landlord shall be deemed to have been waived by Landlord.  Further, the failure of Landlord to object toa monthly statement shall preclude Landlord from raising any issue or objectionthereto in conjunction with other objections Landlord may have to the annualstatement of Gaming Revenue.

(C)           Gaming LicenseRequirement.  Landlord shall notreceive or accrue any Percentage Rent unless and until it has been foundsuitable by the Nevada Gaming Authorities to participate in the Gaming Revenuederived from the Premises and has provided evidence of such to LastChance.  Once Landlord has obtained afinding of suitability to participate, it shall comply with all conditionsthereto and all regulations of the Nevada Gaming Authorities.  In the event that the Landlord’s suitabilitystatus is suspended or revoked by the Nevada Gaming Authorities, Last Chanceshall cease all Percentage Rent payments or accruals immediately uponnotification thereof, and the Landlord shall not make any demandstherefor.  It is the sole responsibilityof the Landlord to submit whatever applications are necessary to the NevadaGaming Authorities for permission to participate in Gaming Revenues from thePremises.  The Landlord shall bear allcosts and expenses associated with the application process.

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3.3           Proration of Rentfor Partial Month.  Rent payable byLast Chance for any partial calendar month at the beginning or end of the LeaseTerm which is calculated on the basis of a full calendar year shall be computedon a daily basis to reflect the actual number of days in said partial month atan amount equal to one-three hundred sixty-fifth (1/365th) of such annual Rentfor each day of said partial month.

3.4           Certain RentAbatement.  In the event that theLandlord or any Affiliate is in default under a deed of trust, mortgage orother lien secured by any of the Integrated Properties and Assets, Last Chancemay cure the default and setoff any amounts so paid against its Rent obligationunder this Lease.  In the event that anysetoff to which Last Chance is entitled under this Section 3.4 exceeds LastChance’s accrued Rent obligation on the date Last Chance exercises its optionto purchase or right of first refusal under any of the Purchase Options, thepurchase price or prices thereunder shall be reduced by such excess with theexcess being allocated and applied as Last Chance, in its sole discretion, mayelect.

## **4.****                                      TAXES.**

4.1           Personal PropertyTaxes and Assessments.  Except asprovided in Section 4.3 of the Water and Sewer Service Agreement, Last Chanceshall, during the Lease Term, pay all taxes, assessments, license fees andother charges that are levied and assessed against the FF&E, and LastChance’s personal property, installed, affixed or located in or on the Propertyor the Premises.  On demand by Landlord,Last Chance shall furnish Landlord with satisfactory evidence of thesepayments.

4.2           Real PropertyTaxes.  During the Lease Term, LastChance shall pay all real property taxes and, except as provided in Section 4.3of the Water and Sewer Service Agreement, all general and special assessmentslevied and assessed against the Property and the Premises.

4.3           Contests andProtests.  Last Chance shall have theright to contest or protest any levy or assessment for which it is liable underthis Section 4 and may withhold payment or pay under protest, as permitted bylaw, pending any such contest.  Landlordshall execute such powers of attorney or other documents as may be necessaryfor Last Chance to contest or protest hereunder.

## **5.****                                      USE.**

5.1           Use.  Last Chance may use the Property, thePremises and the FF&E for any lawful purpose or use.  Last Chance shall have no express or impliedobligation to use or continue operation of the Premises, PROVIDED, HOWEVER,that Last Chance shall at all times take such actions as may be necessary tocontinue the eligibility of the Premises for a nonrestricted gaming licenseunder legislative exemptions to NRS 463.1605.

5.2           Limitations onUse.  Last Chance’s use of theProperty, the Premises and the FF&E as provided in this Lease shall be inaccordance with the following:

(A)          Last Chance shall notdo, bring or keep anything in or about the Property or the Premises that willcause the cancellation of any insurance covering the Premises;

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(B)           Last Chance shallcomply will all laws concerning the Property, the Premises and the FF&E orLast Chance’s use of the Property, Premises or the FF&E, including, withoutlimitation, the obligation at Last Chance’s cost to alter, maintain or restorethe Premises in compliance with all laws relating to the condition, use oroccupancy of the Property and the Premises as provided in Section 6.2.  Such costs and expenses incurred by LastChance under this Section 5.2(B) and Section 6.2 as constitute BusinessExpenditures shall be applied to the satisfaction of Last Chance’s obligationto make minimum annual Business Expenditures under Section 6.3;

(C)           Last Chance shallnot use the Property, the Premises or the FF&E in any manner that will constitutewaste, nuisance or unreasonable annoyance to owners or occupants of adjacentproperties; and

(D)          Last Chance’s use ofthe Property, the Premises and the FF&E shall conform to the zoningclassifications of the Property and the Premises.

## **6.****                                      MAINTENANCE,UTILITIES, AND ALTERATIONS.**

6.1           Landlord’sMaintenance Obligations.  During thefirst year of the Initial Term, Landlord shall be obligated to repair andmaintain, at its sole cost and expense, the structural components, roof andfoundation of all buildings and improvements on the Property and thePremises.  In the event that Landlorddefaults in the performance of its obligations under this Section 6.1, LastChance may, in its sole discretion and without obligation to do so, cure thedefault, after fifteen (15) days written notice to Landlord, and setoff anyamounts paid against Last Chance’s Rent obligation under this Lease.  In the event that any setoff to which LastChance is entitled under this Section 6.1 exceeds Last Chance’s accrued Rentobligation on the date Last Chance exercises its option to purchase or right offirst refusal under any of the Purchase Options, the purchase price or pricesthereunder shall be reduced by such excess with the excess being allocated andapplied as Last Chance, in its sole discretion, may elect.

Before commencingany work in the performance of its obligations under this Section 6.1,Landlord shall provide Last Chance with a written copy of the proposed contractand the construction schedule.  LastChance shall have ten (10) business days within which to deliver its writtenobjections to the construction schedule to Landlord.  Landlord shall modify the constructionschedule to accommodate Last Chance’s reasonable objections and shall requirethat: (a) the contract for the work incorporates the construction schedule asmodified, and (b) that contractor and any subcontractor engaged in theperformance of the work shall cooperate with Last Chance and so perform thework as not to interfere with Last Chance’s operations, use and enjoyment ofthe Property, Premises and FF&E. Landlord shall further insure that Last Chance is, for all purposes, athird party beneficiary of the contract for the work, without any obligation topay for work or materials, and shall provide Last Chance with a copy of thefinal contract and construction schedule.

Landlord shall pay, whendue, all claims for labor performed or materials furnished to or for Landlordat or for use on, in or about the Property, the Premises or the FF&E.  Landlord shall not permit any mechanics’ ormaterialmen’s liens to be levied against the Property, the Premises or theFF&E for any labor or materials furnished to Landlord or claimed to havebeen furnished

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to Landlord or to Landlord’s agents or contractors inconnection with work of any character performed or claimed to have beenperformed on the Property, the Premises or the FF&E by or at the directionof Landlord.

6.2           Maintenance ByLast Chance.  Upon Expiration ofLandlord’s maintenance obligation under Section 6.1, Last Chance, at its solecost and expense, shall: (A) repair and maintain the structural components,roof and foundation of all buildings and improvements on the Property and thePremises for the remainder of the Lease Term, and (B) keep and maintain thePremises in good working order and repair, reasonable wear and tearexcepted.  All such maintenance andrepairs shall be in quality and class equal to or better than the original workor installations.  If Last Chance failsto perform its obligations under this Section 6.2, Landlord may cure LastChance’s default, at Landlord’s cost and expense, and shall be entitled tocollect the reasonable costs thereof as additional Rent.  Landlord shall give Last Chance thirty (30)days written notice of any alleged deficiency in Last Chance’s maintenance orrepair of the Property or the Premises prior to the performance of any work byLandlord under this Section 6.2.

6.3           Minimum AnnualBusiness Expenditures.  Last Chanceshall incur minimum Business Expenditures of Two Hundred Thousand Dollars($200,000) per annum during the Lease Term, pro rated for any partial year, inconnection with the Integral Properties and Assets being acquired pursuant tothe Integrated Agreements.  In addition,Last Chance shall receive credit for all Business Expenditures made byCalifornia Prospectors, L.L.C.  under andpursuant to the California Lottery Station Lease.  Within sixty (60) days following the end ofeach fiscal year of Last Chance during the Lease Term (currently June 30, butsubject to change by written notice to Landlord), Last Chance shall provideLandlord with a written report of Business Expenditures for the preceding year.

6.4           Last Chance’sPersonal Property, Title and Removal. Furnishings, fixtures, equipment and inventory purchased or owned byLast Chance, shall remain the property of Last Chance at the expiration orearlier termination of this Lease and shall be removed by Last Chance withinthirty (30) days following such expiration or termination.

6.5           Alterations,Additions and Other Improvements. Last Chance may, at its option and at its own cost and expense, at anytime and from time to time, make such alterations, additions and improvementsto the Property and the Premises, as it may deem desirable.  All such alterations, additions andimprovements shall be completed expeditiously, in a good and workmanlike mannerand in compliance with all applicable laws, regulations and ordinances andshall be and become subject to this Lease. Last Chance shall give Landlord thirty (30) days written notice prior tothe commence of any alteration, addition or improvement hereunder having aprojected cost in excess of $50,000 (Project) which notice shall include adetailed description of the Project. Last Chance shall, upon written request from Landlord, meet and conferwith Landlord about the Project, provided, however, that Landlord shall have noright to veto any Project and Last Chance shall be entitled to proceed therewithnotwithstanding any objection by Landlord.

Unless Landlord requires their removal, all alterations, improvementsor additions which may be made to the Premises or the Property shall become theproperty of Landlord and remain upon and be surrendered with the Premises atthe expiration of the Lease Term other than by

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reason of the exercise of the Option to Purchase theGold Ranch Casino Property in which case the alterations, improvements andadditions shall be the sole property of Last Chance.  Notwithstanding the provisions of thisSection 6.5, Last Chance’s machinery, equipment and other trade fixtures, otherthan those which are affixed to the Premises in such a manner that they cannotbe removed without material damage to the Property or the Premises reasonablyrequiring repair by Landlord in order to render the Premises usable by asubsequent tenant, shall remain the property of Last Chance and may be removedby Last Chance.

Last Chance shall pay, when due, all claims for labor or materialsfurnished to or for Last Chance at or for use on, in or about the Property orthe Premises.  Last Chance shall notpermit any mechanics’ or materialmen’s liens to be levied against the Propertyor the Premises for any labor or materials furnished to Last Chance or claimedto have been furnished to Last Chance or to Last Chance’s agents or contractorsin connection with work of any character performed or claimed to have beenperformed on the Property or the Premises by or at the direction of LastChance.

6.6           Utilities.  Last Chance shall furnish, at its sole costand expense, all utilities and services supplied to and used for or upon theProperty or the Premises, including, but not limited to, heat, electricity,gas, fuel, oil, telephone, the garbage service, waste disposal service.  Water and sewer service shall, however, beprovided to Last Chance under and pursuant to the Water and Sewer ServiceAgreement.

## **7.****                                      INSURANCEAND INDEMNITY**

7.1           Fire and OtherInsurance.  Last Chance shall, at itssole cost and expense, at all times during the Lease Term keep the Property andPremises insured against loss or destruction by fire and other perils,including vandalism and malicious mischief, commonly covered under the standardextended coverage endorsement in Washoe County, Nevada.  The insurer shall be rated at least A+ byA.M.  Best or a comparable rating by asimilar rating agency.  Attached heretoas Exhibit 4 is a schedule of all such policies and coverages maintainedby Landlord as of the date of execution of this Lease.  Subject to the insurer rating requirementsprovided herein, Last Chance shall, at a minimum, maintain like policies andcoverages.  The amount of such insuranceshall be increased or decreased periodically upon the renewal of each insurancepolicy provided by Last Chance under this Section 7 to account for inflation.

Any loss payable under any policy described in this Section 7.1 shallbe paid by the insurance company to Landlord to be used solely to fund therepair or replacement of the damaged building or improvement pursuant to thisLease.  Any amount not used to fundrepairs or replacements shall be paid over to or retained by Last Chance,without restriction on use.  In the eventof a loss Last Chance may, if it is entitled to do so under the terms of theOption To Purchase the Gold Ranch Casino Property, exercise its option topurchase or, if appropriate, its right of first refusal, subsequent to theloss.  In the event Last Chance exercisesits option to purchase or right of first refusal, any insurance proceeds forloss payable under any policy described in this Section 7 shall be paid by theinsurance company to Last Chance, as the loss payee, to be applied to thepurchase price under the Option To Purchase the Gold Ranch Casino Property.  Any insurance proceeds in excess of thepurchase price shall become the sole and exclusive property of Last Chance.

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Landlord shall be named as an additional insured on the policies andthe policies shall also contain cross-liability endorsements.  All insurance required under this Lease shallcontain an endorsement requiring thirty (30) days’ written notice from theinsurance company to both parties before cancellation or change in thecoverage, scope or amount of any policy.

Each policy, or a certificate of the policy, together with evidence ofpayment of premiums, shall be deposited with the Landlord at the commencementof the term, and on renewal of the policy when provided to Last Chance by theinsurance company.

7.2           LiabilityInsurance.  Last Chance, at its solecost and expense, shall obtain and keep in force during the term of this Lease,a policy of comprehensive public liability and property insurance insuringLandlord and Last Chance, as co-insureds, against any liability arising out ofthe ownership, use, occupancy or maintenance of the Property, the Premises andthe FF&E with combined single limits of not less than $2,000,000.  Last Chance shall provide Landlord with acopy of such insurance policies upon request.

7.3           Waiver ofSubrogation.  The parties herebyrelease each other, and their respective authorized representatives, from anyclaims for damage to any person or to the Property, the Premises and theFF&E and to the fixtures, personal property, and any improvements, oralterations of either Landlord or Last Chance in or on the Property or thePremises for claims which are insured against under any insurance policiescarried by the parties and in force at the time of any such damage.

Each party shall cause each insurance policy obtained by it to providethat the insurance company waives all right of recovery by way of subrogationagainst either party in connection with any damage covered by any policy.  Neither party shall be liable to the otherfor any damage caused by fire or any of the other risks insured against underany insurance policy required by this Lease. If any insurance policy cannot be obtained with a waiver of subrogation,or is obtainable only by the payment of an additional premium charge above thatcharged by insurance companies issuing policies without a waiver ofsubrogation, Last Chance shall notify Landlord of this fact.  Landlord shall have a period of ten (10) daysafter receiving the notice either to place the insurance with a company that isreasonably satisfactory to the other party and that will carry the insurancewith a waiver of subrogation, or to agree to pay the additional premium if sucha policy is obtainable at additional cost. If the insurance cannot be obtained or the party in whose favor a waiverof subrogation is desired refuses to pay the additional premium charged, theother party is relieved of the obligation to obtain a waiver of subrogationrights with respect to the particular insurance involved.

7.4           Last Chance’sIndemnities.  Last Chance shall fullyand completely indemnify, defend and hold Landlord harmless from any and allclaims arising from Last Chance’s use of the Property, Premises or FF&E,from the conduct of Last Chance’s business, from any activity or work which maybe permitted or suffered by Last Chance in or about the Property, Premises orFF&E, based on events occurring after the Closing, and against any and allclaims arising from any breach or default by Last Chance under this Lease, fromany gross negligence or higher tort of Last Chance or any of Last Chance’sagents, contractors, employees or invitees, and from any and all costs,attorneys’ fees, expenses and liabilities incurred in the defense of any such

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claim or any action or proceeding broughtthereon.  This provision shall provisionshall survive the termination of this Lease.

7.5           Landlord’sIndemnities.  Landlord shall fullyand completely indemnify, defend and hold Last Chance harmless from any and allclaims arising from Landlord’s use of the Property, Premises or FF&E, fromthe conduct of Landlord’s business, from any activity or work which may havebeen permitted or suffered by Landlord in or about the Property, Premises orFF&E, based on events occurring prior to the Closing and the completion byLandlord of its maintenance obligations under Section 6.1, and from and againstany and all claims arising from any breach or default by Landlord under thisLease, from any gross negligence or higher tort of Landlord or any ofLandlord’s agents, contractors, employees or invitees, and from any and allcosts, attorneys’ fees, expenses and liabilities incurred in the defense of anysuch claim or any action or proceeding brought thereon.  This provision shall provision shall survivethe termination of this Lease.

## **8.****                                      REPRESENTATIONSAND WARRANTIES.**

8.1           Representationsand warranties of Landlord.  Exceptas set forth in Exhibit 5, Landlord represents and warrants to Last Chancethat each of the following representations and warranties are true and correctas of the date hereof and, except as otherwise expressly provided herein, willbe true and correct at the Closing and on and closing following a purchase byLast Chance under the Option to Purchase the Gold Ranch Casino Property.  The truth and accuracy of the representationsand warranties herein shall constitute a condition to the Closing.

(A)          Organization, PGE.  PGE is a corporation duly organized, validlyexisting and in good standing under the laws of the State of Nevada and everyother jurisdiction in which PGE does business or owns property, and has allrequisite power and authority to own and lease the Property, the Premises andthe FF&E.

(B)           Organization,Target.  Target is a limitedliability company duly organized, validly existing and in good standing underthe laws of the State of Nevada and every other jurisdiction in which Targetdoes business or owns property and has all requisite power and authority to ownand lease the Leach Field Property and the Frontage Parcel and to grant theSign Easement.

(C)           Power, Authority,Due Execution, Binding Obligation. PGE and Target have full power and authority to execute and deliver thisLease and to consummate the transactions contemplated hereby.  The execution and delivery of this Lease andthe consummation of the transactions contemplated hereby have been duly andvalidly authorized in accordance with PGE’s Articles of Incorporation, Bylawsand applicable provisions of Chapter 78 of the Nevada Revised Statutes andany requisite approvals of shareholders and directors have been obtained.  The execution and delivery of this Lease andthe consummation of the transactions contemplated hereby have been duly andvalidly authorized in accordance with Target’s Articles of Organization andOperating Agreement and applicable provisions of Chapter 86 of the NevadaRevised Statutes and any requisite approvals of its members have beenobtained.  This Lease has been duly andvalidly executed and delivered by PGE and Target or their respective authorizedrepresentatives and is a valid and binding obligation of each of PGE

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and Target, enforceable against each of them inaccordance with its terms.  Neither thisLease nor the performance of the obligations of either PGE or Targetthereunder, will violate any contractual obligations with any third party orcontravene any law, governmental rule, regulation, order, writ, injunction ordecree applicable to PGE or Target.

(D)          Ownership andCompliance.  Landlord herebyrepresents and warrants that it is the legal owner of the Property, thePremises and the FF&E, that it has the requisite authority and power toenter into this Lease, that this Lease does not violate any of its contractualobligations with any third party, including recorded documents such as deeds oftrusts, mortgages or security agreements, or violate or contravene any law,governmental rule, regulation, order, writ, injunction or decree applicable toit or its officers, directors, managers, employees or agents, that there are noconsents necessary from any person, association, entity, or Governmental Authoritynecessary to render the Lease herein lawful, or effective in accordance withits the terms, and that the Landlord is in compliance with all of applicablelaws of the U.S.  Federal Government, theState of Nevada and State of California and any and all jurisdictions withpower over the Landlord.  Landlordacknowledges that the execution and delivery of this Lease is a to conditionprecedent to the obligation of Last Chance to consummate the Asset PurchaseAgreement and the other Integrated Agreements.

(E)           Status of Title.  Landlord represents and warrants that: (i) itwill lease the Property, Premises and FF&E to Last Chance as provided inSection 2.1 and that (ii) Landlord owns the Property, the Premises and theFF&E free and clear of all liens, claims, encumbrances, and interests ofthird parties, subject only to the Permitted Exceptions; (iii) Landlord has notassigned or encumbered any interest in the Property, the Premises or theFF&E; and (iv) there are no outstanding preferential rights to acquire anyinterest in the Property, the Premises or the FF&E granted by Landlord toany third parties.  Last Chanceacknowledges, however, that the Gold Ranch Casino Property is encumbered by theJack In The Box Lease which shall be a Permitted Exception and assumed by LastChance as provided in the Asset Purchase Agreement.

(F)           Approval ofConditions of Title.

(i)            This Lease iscontingent upon approval by Last Chance of the condition of the title to theProperty the Premises and the FF&E. Last Chance shall review the Preliminary Title Report for theProperty.  If the Preliminary TitleReport contains exception(s) that are unacceptable to Last Chance or in theevent that there are other defects in title to the Property, the Premises orthe FF&E which are unacceptable to Last Chance, it shall give writtennotice thereof to Landlord no less than thirty (30) days prior to the Closingunder the Asset Purchase Agreement.

(ii)           Last Chance’snotice of disapproval shall either state that (a) the Lease shall beterminated, or (b) that Landlord shall have until the Closing to remove, atLandlord’s expense, any defects in title which are disapproved.  If the Landlord does not remove a disapproveddefect, Last Chance shall notify Landlord that: (c) Last Chance elects toterminate this Lease , or (d) that the disapproved defects or one or more ofthem are waived and shall constitute Permitted Exceptions, or (e) the LastChance shall cure any remaining defects in title and deduct the cost thereoffrom the Rent, or (f) that Last Chance will seek specific performance ofLandlords obligation to provide title to the

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Property, the Premises and the FF&E as set forthin Sections 2.1 and 8.1 (E).  In theevent that Last Chance reasonably terminates this Lease under this Section8.1(F), Landlord shall reimburse Last Chance for all costs (includingattorneys’ fees) incurred, by Last Chance in the negotiation and documentationof this Lease and the Integrated Agreements .

(iii)          All matters shownon the Preliminary Title Report, which are not specifically disapproved by LastChance within the period provided in Section 8.1(F)(i), shall be deemed to bePermitted Exceptions.

(iv)          The costs of thePreliminary Title Reports shall be shared equally by Landlord and Last Chance.

(v)           The cost of Last Chance’spolicy of title insurance shall be shared equally by Landlord and Last Chance.

(G)           Encroachment.  There are no structures or buildings on theProperty that encroach on a parcel of property not owned by the Landlord, nostructure or building is located on the Property in violation of any recordedcovenant or restriction.  In the event ofan encroachment on property owned by Landlord or an Affiliate, Landlord shalland shall cause its Affiliates to grant a lease or easement to Last Chance,without further consideration and that portion of the property of Landlord orits Affiliates subject to the encroachment shall become part of the OptionAssets under the Option to Purchase the Gold Ranch Casino Property .  There are no encumbrances, easements, claimsof easement, rights, licenses, interest, conflicts in boundary lines, shortagesin area, encroachments, lack of water rights to the Property, mining claims,reservations, releases, persons in possession, or other rights not disclosed bypublic records.

(H)          Compliance WithLaw.  The Property, Premises, and theFF&E comply with, and are operated in accordance with, all materialapplicable laws and ordinances affecting the Property, Premises, and theFF&E or the ownership, improvement, development, possession, use, occupancyor operation thereof.  Zoning applicableto the Property, Premises, and the FF&E is consistent with and permits allcurrent uses thereon or thereof.  There areno material defects in the physical condition of the Property, Premises, or theFF&E.  Except as provided inExhibit 5, the Landlord has not received any notice from any GovernmentalAgency (i) requiring it to make any material repairs or changes to theProperty, Premises or the FF&E, or the improvements located thereon, or(ii) giving notice of any material governmental actions pending or threatenedrelating to the Property, Premises or the FF&E.  All improvements on the Property, Premisesand the FF&E are in material compliance with current building codes, to theextent applicable, and Landlord has not received any written notices of anymaterial violations of any applicable building codes relating to the Property,Premises or the FF&E which have not been remedied,

(I)            PhysicalCondition.  That, as of the date ofexecution of this Lease, the Closing and for a period of one (1) year from andafter the Closing, the Property, the Premises and the FF&E are and shallbe, in compliance with all applicable laws, structurally sound, in goodoperating condition and repair, free from patent and latent defects, andadequate for the

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uses to which they are being put; and neither theProperty, the Premises nor the FF&E are or will be in need of maintenanceor repairs on any of the dates herein specified.

(J)            Eminent Domainand Zoning.  There is no action,proceeding, investigation or litigation pending or contemplated or threatened:(i) to take all or any portion of the Property, Premises or the FF&E , orany interest therein, by eminent domain; (ii) to modify the zoning of, or othergovernmental rules or restrictions applicable to, the Property, Premises or theFF&E or the use or development thereof; (iii) for any street widening orchanges in highway or traffic lanes or patterns in the immediate vicinity ofthe Property, Premises the FF&E; or (iv) otherwise relating to theProperty, Premises or the FF&E or the interests of Landlord therein, orwhich otherwise would interfere with the use, ownership, improvement,development and/or operation of the Property, Premises or the FF&E .  (K) Environmental Matters.

(i)            Except as providedin Exhibit 6, the Property, Premises, and the FF&E at all times havebeen, and continue to be, operated by the Landlord in material compliance withall Environmental Laws;

(ii)           Except as providedin Exhibit 6, there have been no past, and there are no pending orthreatened (a) Environmental Claims, complaints, notices, requests forinformation or investigations with respect to any alleged material violation ofany Environmental Law by Landlord, or (b) complaints, notices or inquiries toor investigations of Landlord regarding potential liability under anyEnvironmental Law by the Landlord;

(iii)          Except as providedin Exhibit 6, there have not been, at the Property, Premises or theFF&E any Releases of Hazardous Materials and there are no citations,notices or orders of noncompliance issued and outstanding to Landlord under anyEnvironmental Law;

(iv)          Landlord is inmaterial compliance with all permits, certificates, approvals, licenses andother governmental authorizations relating to environmental matters andnecessary for the Property, Premises and FF&E, and no order has beenissued, no Environmental Claim has been made, no penalty has been assessed andno investigation or review has occurred or is pending or threatened, by anyPerson with respect to any alleged failure by the Landlord to have any licenseor permit required under applicable Environmental Laws in connection with theconduct of its business or operations or to comply with any Environmental Lawsor with respect to any generation, treatment, storage, recycling,transportation, discharge, disposal or release of any Hazardous Materialgenerated by them;

(v)           Except as providedin Exhibit 6 and Section 8.1(K)(vii), there are no underground storagetanks, active or abandoned, including petroleum storage tanks, under theProperty or the Premises.

(vi)          Except as providedin Exhibit 6 and Section 8.1(K)(vii), Landlord warrants that no conditionexists on the Property, Premises or the FF&E that would represent anenvironmental liability to Last Chance, and that if such a condition does

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exist, which was created by Landlord or any priortenant of the Landlord, that the Landlord shall indemnify, defend, and holdharmless, Last Chance for any losses associated with such liability, includingbut not limiting any and all claims, judgments, damages, penalties, fines,costs, liabilities or losses surrounding sums paid in settlement of claims,attorney fees, consultant fees and expert fees. The Landlord shall be held harmless for environmental liabilityconditions created subsequent to Last Chance taking possession of the Property,Premises, or the FF&E.

(vii)         PGE and Targetacknowledge that a petroleum Release from an underground storage tank on theGold Ranch Casino Property was discovered in 1995.  That Release resulted in the contamination ofthe well(s) (Permit No.  48834 and PermitNo.  49019; Certificate No.  12799 and Certificate No.  12801) located inside the Casinobuilding.  Subsequent examination andcharacterization led PGE to cease using these wells and to install numerousmonitoring wells, ground water recovery wells, soil vapor extraction points,and a treatment system, which continue to operate.  It is expected that remediation will beconcluded within twelve (12) months following the Closing.  PGE and Target shall indemnify Last Chancefrom and against liability for this Release to the extent provided in Section4(g)(vi) of the Asset Purchase Agreement.

(L)           RestrictiveCovenant, No Lottery Business, Right of First Refusal-Gaming.

(i)            *Restrictive Covenant, No Lottery Business*.  Landlord and its Affiliates covenant thatfollowing the Closing and for the Lease Term, any real property retained byLandlord or its Affiliates that is adjacent to or located within one-half mile fromany of the Integral Properties and Assets, lying North or West of Interstate 80(the “**Restricted Properties**” as described inExhibit 7) will be developed in a manner complementary to the IntegratedProperties and Assets.  Landlord shall,prior to entering into any binding agreement to sell, lease, transfer ordevelop any Restricted Properties disclose to Last Chance its plans for sale,lease, transfer or development, consult with Last Chance regarding anycontemplated sale, lease, transfer or development and give fair considerationto any objection communicated by Last Chance that a proposed sale, lease,transfer or development will constitute a breach of this RestrictiveCovenant.  Landlord and its Affiliatesacknowledge and agree that a lottery business of any kind would violate thisRestrictive Covenant and that such business shall be prohibited.  Landlord shall cause each of its Affiliatesto comply with this Restrictive Covenant. Except as herein provided, this Restrictive Covenant will not affect theright of Landlord or its Affiliates to sell, lease, transfer or develop theRestricted Properties as they wish, though Landlord or any affected Affiliateshall be liable, in law or in equity, including actions for injunctive reliefand for all damages, losses, costs and expenses actually suffered or incurredby Last Chance as the proximate result of any breach of this RestrictiveCovenant.

(ii)           *Right of First Refusal-Gaming*.

(a)           *Right ofFirst Refusal*.  In the eventthat Landlord or any Affiliate intends to sell, lease, transfer or develop anyof the Restricted Properties during

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the Lease Term, Last Chance shall have the right offirst refusal to conduct all forms of commercial gaming under the laws of theStates of Nevada and California (Gaming) on such Restricted Properties.  Landlord and its Affiliates agree that theywill not: (i) engage in Gaming on the Restricted Properties without firstoffering Last Chance the opportunity to conduct such Gaming on commerciallyreasonable terms and conditions within the context of the purpose of thisRestrictive Covenant which is the protection of the investment of Last Chancein the Integral Properties and Assets (Commercially Reasonable Terms), or (ii)transfer to or permit the development of any of the Restricted Properties byany third party without first securing in writing the right of first refusal ofLast Chance with respect to Gaming conducted or to be conducted thereon.  This right of first refusal shall be acovenant running with the title to the Restricted Properties and shall bebinding on the successors and assigns of Landlord and its Affiliates.

(b)           *Notice ofIntent To Conduct Gaming*. Prior to engaging in Gaming or making application for a license or otherauthority to engage in Gaming on the Restricted Properties, Landlord, itsAffiliates and the successors in interest of any of them (Gaming Proponent),shall give written notice (Notice) to Last Chance stating and declaring: (i)the bona fide intention to engage in Gaming (Gaming Enterprise), (ii) theRestricted Properties upon which the Gaming Enterprise is proposed to beconducted, (iii) the principles involved as owners or proposed key employees inthe Gaming Enterprise, (iv) a detailed description of the nature of theproposed Gaming Enterprise, including the number of gaming devices and tablegames, (v) the Commercially Reasonable Terms upon which the Gaming Enterpriseis offered to Last Chance, (vi) the projected date for commencement of theGaming Enterprise, and (vii) copies of any drafted documents evidencing theproposed Gaming Enterprise, including letters of intent.  The failure to offer Commercially ReasonableTerms shall be a violation of the provisions of this Section 8.1(L) and shallrender the Notice voidable by Last Chance.

(c)           *Notice ofElection*.  Within thirty (30)days following receipt of the Notice, Last Chance shall have the right, but notthe obligation, to elect to conduct the Gaming Enterprise on the CommerciallyReasonable Terms set forth in the Notice. Within thirty (30) days following receipt of the Notice, Last Chanceshall notify the Gaming Proponent, in writing, of the election of Last Chanceto exercise its right of first refusal (Notice of Election).  The failure of Last Chance to give a timelyNotice of Election shall constitute an election not to exercise.  In the event that Last Chance elects toexercise its right of first refusal, the Gaming Proponent and Last Chance shallexecute such documents and instruments and make such deliveries as may bereasonably required to consummate the transaction.  Any agreement reached by and between LastChance and the Gaming Proponent shall be subject to approval by Nevada and/orCalifornia Gaming Authorities and shall terminate in the event that any suchapproval is denied.

(d)           *Non-Exercise*.  If Last Chance elects or is deemed to haveelected not to exercise its right of first refusal the Gaming Proponent mayproceed with the Gaming Enterprise providing that: (i) the Gaming Enterprisecommences within the period provided in the Notice or if none is provided,within eighteen (18) months after the expiration of Last Chance’s right offirst refusal, (ii) is conducted on terms identical to those specified in theNotice, (iii) the transferee takes, and acknowledges in writing that it

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takes title to the Restricted Properties subject toLast Chance’s rights under this Lease, specifically including, withoutlimitation, the rights of Last Chance under Section 8.1(L) of this Lease andthe Integrated Agreements, and (iv) all deeds and other documents by which theRestricted Properties are conveyed recite that title thereto is taken subjectto the rights of Last Chance under Section 8.1(L) of this Lease and the otherIntegrated Agreements (with specific reference to all pertinent recordinginformation) and that the grantee, lessee, transferee or assignee, as the casemay be, is bound thereby.  If the GamingEnterprise is not consummated, the Gaming Proponent giving the Notice, or thesuccessors thereto, must give notice anew in accordance with Section 8.1(L)(b)prior to engaging in any subsequent Gaming Enterprise.  In the event that a Gaming Enterprise isthreatened or commenced on any of the Restricted Properties, Landlord and itsAffiliates, shall, upon demand by Last Chance and at the sole cost and expenseof Landlord and its Affiliates, take such actions as may be necessary toprotect the rights of Last Chance hereunder, including actions for injunctiverelief and damages, and indemnify, protect and defend Last Chance (includingcosts and attorneys’ fees incurred by Last Chance) from and against the claimsof any such Gaming Proponent.

(e)           *Enforcementby Injunctive Relief*. Landlord and its Affiliates have carefully considered the nature andextent of the restrictions upon them and the rights and remedies conferred uponLast Chance under this Section 8.1(L) and acknowledge that they are fullyrequired to protect the legitimate interests of Last Chance and do not confer abenefit upon Last Chance disproportionate to the detriment of Landlord or its Affiliates.  Landlord and its Affiliates agree to providea copy of this Section 8.1(L) to all persons seeking to acquire an interest inthe Restricted Properties by purchase, lease, transfer, as a developer, or otherwise.  Landlord and its Affiliates agree that shouldthey, or any of them, violate any of the terms and conditions of this Section8.1(L)(ii), they shall be liable, in law or in equity, including actions forinjunctive relief and for all damages, losses, costs and expenses actuallysuffered or incurred by Last Chance as the proximate result of any breach ofSection 8.1(L)(ii).

Nothing in this Lease shall be construed to prohibit Last Chance fromalso pursuing any other remedy, at law or in equity, the parties having agreedthat all remedies shall be cumulative. Nothing in Section 8.1(L)(ii) or (iii) shall constitute or be deemed toconstitute a waiver by the right of Last Chance to contend that any GamingEnterprise constitutes or will constitute a violation of the RestrictiveCovenant under Section 8.1(L)(i).

(iii)          *No Waiver*.  Nothingcontained in Section 8.1(L)(ii) shall be construed to constitute a waiver byLast Chance of the right to object to development deemed by Last Chance not tobe complimentary to the Integral Properties and Assets.

8.2           Representationsand Warranties of Last Chance.  LastChance represents and warrants to Landlord that each of the followingrepresentations and warranties are true and correct as of the date hereof and,except as otherwise expressly provided herein, will be true and correct on theas of the Closing and the close of escrow in the event of a purchase by itunder the Option to Purchase the Gold Ranch Casino Property.

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(A)          Organization.  Last Chance is a corporation duly organized,validly existing and in good standing under the laws of the State of Nevada andevery other jurisdiction in which the Last Chance does business, owns propertyor has employees, and has all requisite power and authority to acquire therights granted or created by this Agreement.

(B)           Articles and ByLaws.  The execution and delivery ofthis Lease does not, and the consummation of the transaction contemplatedhereby will not, conflict with the terms and provisions of the Articles ofIncorporation or the By Laws of Last Chance.

(C)           Proper Authorityand Action, Binding Obligation.  LastChance has all requisite corporate power and authority to enter into this Leaseand to perform its obligations thereunder. Last Chance has taken all action necessary under its organizationaldocuments and applicable corporate law to authorize the execution and deliveryof this Lease and the performance of its obligations thereunder and has dulyexecuted and delivered this Lease.  TheLease is the valid and binding obligation of Last Chance, enforceable againstLast Chance in accordance with its terms. Neither this Lease nor Last Chance’s performance of its obligationsthereunder, will violate any contractual obligations with any third party orcontravene any law, governmental rule, regulation, order, writ, injunction ordecree applicable to Last Chance.

## **9.****                                      DEFAULTSAND REMEDIES**

9.1           Defaults By LastChance.  The occurrence of any one ormore of the following events shall constitute a default and material breach ofthis Lease by Last Chance:

(A)          the vacating orabandonment of the Property or the Premises by Last Chance;

(B)           the failure by LastChance to make any payment of Rent or any other payment required to be made byLast Chance hereunder where such failure shall continue for a period of ten(10) days after written notice thereof from Landlord to Last Chance;

(C)           the failure by LastChance to observe or perform any of the covenants, conditions or provisions ofthis Lease to be observed or performed by Last Chance, other than described inParagraph 9.1(B) above, or to perform any material obligation of Last Chanceunder any of the Integrated Agreements, where such failure shall continue for aperiod of thirty (30) days after written notice thereof from Landlord to LastChance, provided, however, that if the nature of Last Chance’s default is suchthat more than thirty (30) days are reasonably required for its cure, then LastChance shall not be deemed to be in default if Last Chance commences such curewithin said 30-day period and thereafter diligently prosecutes such cure tocompletion;

(D)          the making by LastChance of any general assignment or general arrangement for the benefit ofcreditors;

(E)           the filing by oragainst Last Chance of a petition to have Last Chance adjudged a bankrupt or apetition for reorganization or arrangement under any law relating to bankruptcy(unless, in the case of petition filed against Last Chance, the same isdismissed within sixty (60) days);

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(F)           the appointment of atrustee or receiver to take possession of substantially all of Last Chance’sassets located on the Property or at the Premises or of Last Chance’s interestin this Lease, where possession is not restored to Last Chance within thirty(30) days; and

(G)           the attachment,execution or other judicial seizure of substantially all of Last Chance’sassets located on the Property or in the Premises or of Last Chance’s interestin this Lease, where such seizure is not discharged within thirty (30) days.

9.2           Remedies inDefault.  If Landlord considers thatLast Chance is in default as provided in Section 9.1, other than a default inthe payment of Rent which shall be governed by Section 9.1(B), Landlord shallnotify Last Chance thereof in writing, setting out specifically in whatrespects it is claimed that Last Chance has breached this Lease.  The receipt of such notice by Last Chance andthe lapse of thirty (30) days thereafter without Last Chance’s (i) curing suchalleged breach, (ii) commencing and diligently pursuing such action which isnecessary to cure the alleged breach, or (iii) commencing an action in a courtof competent jurisdiction contesting such alleged breach, shall be a defaulthereunder.  In the event of any suchdefault by Last Chance, Landlord may, at any time thereafter, Landlord mayexercise any one or more of the following remedies:

(A)          Terminate LastChance’s right to possession of the Premises by any lawful means, in which casethis Lease shall terminate, and Last Chance shall immediately surrenderpossession of the Premises to Landlord. In such event, Landlord shall be entitle to recover from Last Chancetwenty-five Thousand Dollars ($25,000.00) in liquidated damages by reason of theLast Chance’s default.  In the event LastChance shall have abandoned the Premises, Landlord shall have the option of (i)retaking possession of the Premises and recovering from Last Chance the amountspecified in Section 9.2(A), or (ii) proceeding under Section 9.2(B) and/or9.2(C).

(B)           Maintain LastChance’s right to possession, in which case this Lease shall continue in effectwhether or not Last Chance shall have abandoned the Premises.  In such event, Landlord shall be entitled toenforce all of Landlord’s rights and remedies under this Lease, including theright to recover the Rent as it becomes due hereunder subject to reasonablemitigation efforts of the Landlord.

(C)           Pursue any otherremedy now or hereafter available to Landlord under the laws or judicialdecisions of the State of Nevada.

9.3           Default byLandlord.  Except as otherwiseprovided in this Lease, Landlord shall not be in default unless Landlord failsto perform obligations required of Landlord within a reasonable time, but in noevent later than thirty (30) days after written notice by Last Chance toLandlord, specifying the default of Landlord; provided, however, that if thenature of Landlord’s obligation is such that more than thirty (30) days arerequired for performance, then Landlord shall not be in default if Landlord commencesperformance within such thirty (30) day period and thereafter diligentlyprosecutes the same to completion.

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9.4           Condemnation.

(A)          Definitions.

(i)            “**Condemnation**” means (i) the exercise of any governmentalpower, whether by legal proceedings or otherwise, by a Condemnor and (ii) avoluntary sale or transfer by Landlord to any Condemnor, either under threat ofcondemnation or while legal proceedings for condemnation is pending.

(ii)           “**Date of Taking**” means the date the Condemnor has right topossession of the property being condemned.

(iii)          “**Award**” means all compensation, sums, or anything of valueawarded, paid or received on a total or partial condemnation.

(iv)          “**Condemnor**” means any public or quasi-public authority, orprivate corporation or individual, having the power of condemnation.

(B)           Parties’ Rightsand Obligation to be Governed by Lease. If during the Lease Term there is any taking of all or any part of theProperty, the Premises , the FF&E or any interest in this Lease, byCondemnation, the rights and obligations of the parties shall be determinedpursuant to Paragraph 9.4(C), 9.4 (D) and 9.4(E).

(C)           Partial Taking.  If any portion of the Property or thePremises or the FF&E is taken by Condemnation, this Lease shall remain ineffect, except that Last Chance may elect to terminate this Lease if theremaining portion of the Property, the Premises or the FF&E is renderedunsuitable for Last Chance’s continued use of the Property or the Premises orthe FF&E, in Last Chance’s sole judgment, or Last Chance may, if it isentitled to do so under the terms of the Option To Purchase the Gold RanchProperty, exercise its option to purchase. In the event Last Chance exercises its option to purchase, the Awardshall be paid to Last Chance to be applied to the purchase price under theOption To Purchase the Gold Ranch Property. Any Award in excess of the purchase price shall become the sole andexclusive property of Last Chance.

If Last Chance elects to terminate this Lease, Last Chance mustexercise its right to terminate pursuant to this paragraph by providing noticeto Landlord within thirty (30) days after the nature and the extent of thetaking have been finally determined.  IfLast Chance elects to terminate this Lease as provided in this paragraph, LastChance also shall notify Landlord of the date of termination, which shall notbe earlier than thirty (30) days nor later than ninety (90) days after LastChance has notified Landlord of its election to terminate, except that thisLease shall terminate on the Date of Taking if the Date of Taking falls on adate before the date of termination as designated by Last Chance.  If Last Chance does not terminate this withinthe thirty-(30) day period, this Lease shall continue in full force and effect,except that Minimum Annual Rent shall be reduced pursuant to Paragraph 9.4(D).

(D)          Effect on Rent.  If any portion of the Property, the Premisesor the FF&E is taken by condemnation and this Lease remains in full forceand effect, on the Date of Taking the Minimum Annual Rent shall be reduced byan amount that bears the same ratio to the

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Minimum Annual Rent as the value of the area of theportion of the Property, the Premises or the FF&E taken bears to the totalvalue of the Property, Premises and FF&E immediately before the Date ofTaking.

(E)           Award —Distribution.  In the event that LastChance does not elect to exercise its option to purchase under the Option ToPurchase the Gold Ranch Property in the event of either partial or fullcondemnation of the Property the Premises or the FF&E, the Award shallbelong to and be paid to Landlord, except that Last Chance shall receive fromthe Award the following:

(i)            As of the Date ofTaking of the portion of the Property, the Premises or the FF&E condemned,a sum attributable to 100% of any amount attributable to the present value ofthe market value of the Lease for the remainder of the Lease Term, as if allextensions were exercised less the present value of the Minimum Annual Rentpayable for the remainder of the Lease Term;

(ii)           As of the Date ofTaking, a sum attributable to the unamortized or unrecovered value of anyBusiness Expenditures, improvements, alterations or additions made by LastChance;

(iii)          Reasonable removaland relocation costs; and

(iv)          A sum attributableto that portion of the Award constituting: severance damages for therestoration of the Property, the Premises and the FF&E and/or loss ofgoodwill.

(F)           Negotiation andlitigation.  Last Chance shall havethe right to negotiate directly with the Condemnor for the recovery of theportion of the Award that Last Chance is entitled to herein and may participatein litigation arising or instituted as a result of Condemnation.

9.5           Destruction.  If, at any time during the Lease Term, theProperty, the Premises or the FF&E are damaged or destroyed by fire orother casualty, Landlord shall repair the Property, the Premises and/or theFF&E as herein provided.  Landlordshall complete such repairs within one hundred eighty (180) days after thecommencement of repairs, provided said repairs may be accomplished under theapplicable laws and regulations of the appropriate governmental authoritieswithin such time, and further provided that, if Landlord received a reasonableestimate from competent personnel hired to make such repairs that the repairswould be completed within the one hundred eighty (180) day period, but that,beyond Landlord’s control, such work is not completed but could be concludedwithin a reasonable time after the end of such period, Landlord shall have thisadditional reasonable time to complete such work.  Repairs shall commence within a reasonabletime after the destruction of the Property and/or Premises.  If Landlord does not comply with the terms ofthis paragraph, Last Chance may (i) terminate this Lease, or (ii) commencemaking repairs to the Property, the Premises or the FF&E itself and abateany amount paid for repairs immediately against the Rent, once the Property,the Premises and the FF&E have become usable for the Last Chance’s business;repairs made by the Last Chance pursuant to this Section shall not beamortizable over the remaining Lease Term, they

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shall be immediately deductible from the Rent.  Commencing with the date of damage ordestruction and continuing during the course of repairs, Last Chance shall onlybe required to pay Rent in proportion to those portions of the Property,Premises and FF&E which Last Chance can reasonably use; the remainingportion of the Rent during that period shall abate until repairs or restorationare completed.

Alternatively, if any time during the Lease Term, the Property, thePremises or the FF&E are damaged or destroyed by fire or other casualty,Last Chance may, if it is entitled to do so under the terms of the Option ToPurchase the Gold Ranch Casino Property, exercise its option to purchase.  In the event Last Chance exercises its optionto purchase, insurance proceeds shall be disbursed to Last Chance as providedin Section 7(A) of this Lease.

## **10.****                               DISPUTERESOLUTION.**

10.1         Informal DisputeResolution.  As a condition precedentto the right to commence litigation or demand arbitration, all disputes arisingunder this Lease shall be submitted in writing for resolution, by either party,to the Chief Executive Officer of each party who shall, in good faith, attemptto resolve the matter within five (5) business days of submission.  Upon their failure to do so, the matter maybe submitted by either party to arbitration as provided in Section 10.2.

10.2         Arbitration.  Upon the failure of the informal procedureset forth in Section 10.1 to achieve a resolution of a dispute arising underthis Lease, the dispute shall be submitted to arbitration as provided in thisSection 10.2:

(A)          Either party maydemand arbitration by giving to the other party a notice specifying withparticularity the issue(s) in dispute, the amount involved, and the remedyrequested.  Demand for arbitration mustbe given within one (1) year after the date of the act or omission out of whichthe dispute arose or within thirty (30) days after service of a summons andcomplaint in a court of competent jurisdiction alleging claims subject to thisSection 10, whichever is later, as otherwise it shall be deemed to beconclusively waived.  Within twenty (20)days after receipt of the notice, the responding party shall answer the demandin writing, specifying with particularity the facts or issues that theresponding party disputes.

(B)           Within ten (10) daysafter the responding party’s answer, each party shall select one qualifiedarbitrator.  Each arbitrator shall be adisinterested person qualified by education and experience to hear anddetermine the issues and facts to be arbitrated.  Within ten (10) days after their selection,the arbitrators so chosen shall select a neutral arbitrator similarlyqualified.  If the named arbitratorscannot agree on a neutral arbitrator, either arbitrator may make application toany judge of a court of competent jurisdiction, with a copy to both parties,requesting that court to appoint the third arbitrator.  The court’s selection shall be final andbinding on the parties.  If either partydoes not name an arbitrator, the arbitrator named by the other party shallserve as the sole arbitrator.

(C)           Within five (5) days of theappointment of the third arbitrator, each party shall present in writing to thearbitrators (with a copy to the other party) its statement of the issues andfacts in dispute.  Any question regardingthe arbitrability of the dispute shall be

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decided by the arbitrators.  The arbitrators, as soon as possible, but notmore than thirty (30) days after their appointment, shall meet at a time andplace reasonably convenient for the parties, after giving each party at leastten (10) days notice for the purpose of setting an arbitration hearing and establishingthe rules and timing of the arbitration. Unless otherwise agreed in writing, arbitration shall be held in Reno,Nevada.  The arbitration hearing shall beconducted in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association.  If there is anyconflict between the provisions of this Lease and the provisions of theCommercial Arbitration Rules of the American Arbitration Association, theprovisions of this Lease shall prevail. The failure of a party to appear at the hearing shall not operate as adefault.  The attendance of allarbitrators shall be required at all hearings. Action of the arbitrators shall be by majority vote.  After hearing the parties in regard to thematter in dispute, taking such evidence and making such other investigations asjustice requires and as the arbitrators deem necessary, they shall decide theissues submitted to them within ten (10) days thereafter and serve a written,signed copy of the award upon each party.

(D)          The award shall be finaland binding on the parties, and judgment on the award may be entered by anycourt of competent jurisdiction.  If theparties settle the dispute in the course of the arbitration, the settlementshall be approved by the arbitrators on request of either party and shallbecome the award.  Fees and expenses ofthe arbitration shall be allocated between the parties as provided by thearbitrators.

The prevailing party in the arbitration proceedings shall be entitledto receive from the other party reasonable attorneys’ fees, costs and expensesto be determined by the arbitrator(s).

## **11.****                               MISCELLANEOUSPROVISIONS.**

11.1         Severability.  The invalidity of any provision of thisLease, as determined by a court of competent jurisdiction, shall in no wayaffect the validity of any other provision.

11.2         Headings.  The headings of this Lease are inserted forconvenience and identification only and are in no way intended to describe,interpret, define or limit the scope, extent or intent of this Lease or anyprovision hereof.

11.3         Waivers.  No waiver by any party hereto of anyprovision hereof shall be deemed a waiver of any other provision hereof or ofany subsequent breach by the respective party of the same or any otherprovision.  Any party’s consent to orapproval of any act shall not be deemed to render unnecessary the obtaining ofthat party’s consent to or approval of any subsequent act by the breachingparty.

11.4         Recording.  The parties shall execute a Memorandum ofLease, in recordable form, which may be recorded by either party.

11.5         Right to Inspect.  Landlord, or its agents, servants oremployees, may enter in and upon the Property or the Premises at any and allreasonable times during normal business hours for the purposes of viewing thesame and inspecting the condition thereof.

11.6         Rent During Holding Over.  If Last Chance remains in possession of thePremises, or any part thereof, after the expiration of the Lease Term withoutthe express written

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consent of Landlord, such occupancy shall be a tenancyfrom month to month at a rental in the amount provided for in Section 3, plusall other charges payable hereunder, and upon all the terms and conditions ofthis Lease.

11.7         CumulativeRemedies.  No remedy or electionhereunder shall be deemed exclusive, but shall, wherever possible, becumulative with all other remedies at law or in equity.

11.8         Covenants andConditions.  Each provision of thisLease performable by Last Chance shall be deemed both a covenant and acondition.

11.9         Binding Effect andChoice of Law.  This Lease shall bindthe parties, their personal representatives, successors and assigns.  The laws of the State of Nevada shall governthe validity, construction, performance and effect of this Lease.  Venue of any action concerning this Leaseshall be in Washoe County, Nevada.

11.10       Attorney’s Fees.  In the event a party must retain an attorneyto enforce this Lease or in the event of litigation which arises as a result ofany controversy, dispute, breach or construction of this Lease, the prevailingparty shall be entitled to recover, from the other party, all costs, expensesand reasonable attorney’s fees incurred in connection with the enforcementefforts or litigation.

11.11       Landlord’s Access.  Landlord and Landlord’s agents shall have theright to enter the Premises at reasonable times for the purpose of determiningLast Chance’s compliance with the covenants and conditions of this Lease,inspecting the same, showing the same to prospective purchasers, Last Chancesor lenders and making such alterations, repairs, improvements or additions tothe Premises as Landlord may deem necessary or desirable.

11.12       Merger.  The voluntary or other surrender of thisLease by Last Chance, or a mutual cancellation thereof, shall not work amerger, and shall, at the option of the Landlord, terminate all of any existingsubtenancies, or may, at the option of the Landlord, operate as an assignmentto Landlord of any or all of such subtenancies.

11.13       Approvals.  This Lease shall be contingent upon LastChance receiving any required approvals to operate gaming, bar, restaurant andother commercial retail activities from the Nevada Gaming Authorities, State ofNevada, Washoe County, or any other governmental board, commission or agencythat must provide Last Chance approval to operate the Premises.  In the event that the Last Chance is unableto secure the required approvals, this Lease shall terminate with no damagesclaimed by any party against the other.

11.14       Notices.  Whenever under this Lease a provision is madefor any demand, notice or declaration of any kind, or whether it is deemedadvisable or necessary by either party to give or serve any such notice, demandor declaration to the other party, the notice shall be in writing and servedeither personally or sent by certified or registered mail, return receiptrequested, postage prepaid, addressed to addresses set forth below:

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To:                              ProspectorGaming Enterprises, Inc., or Target Investments, L.L.C.:

Peter Stremmel1400 S. VirginiaReno, Nevada  89502

With a copy to:

David R. Grundy, Esq.Lemons, Grundy & Eisenberg6005 Plumas Street, Suite 300Reno, Nevada  89509

To Last Chance:

Ferenc B. Szony, PresidentLast Chance, Inc.345 Arlington Ave.Reno, Nevada 89501

With a copy to:

David R.  Wood,TreasurerThe Sands Regent345 Arlington Ave.Reno, Nevada 89501

*and*

Paul A. Bible, Esq.Bible, Hoy & Trachok201 West Liberty Street, Third FloorReno, Nevada 89501.

11.15       AdditionalDocuments.  The parties hereto agreeto execute any additional documents, including escrow instructions, as may bereasonable and necessary to carry out the provisions of this Lease and optionto purchase.

11.16       No ConstructionAgainst Drafting Party.  This Leaseis not being offered on a take-it-or-leave-it basis.  Each party has been given an opportunity tonegotiate each term, propose new language or edits to existing language, andhas been given an opportunity to have the Lease reviewed by an independentattorney.  This Lease is a joint productof all parties and not one party. Therefore, the rule of construction that an ambiguous contract should beconstrued against the drafting party shall not apply to this Lease.

11.17       Amendments.  This Lease may not be amended, except inwriting signed by all parties to this Lease.

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11.18       Expenses.  Each party shall pay its own attorneys’ feesincurred to document or negotiate this Lease.

11.19       Integration.  This Lease and the other IntegratedAgreements constitute the entire agreement by, among and between the partiesand their Affiliates hereto and thereto and shall be deemed to constitute asingle integrated transaction.

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IN WITNESS WHEREOF, the parties hereto have executed this Lease on thedate first written above.
| **Last Chance, Inc.,**                       | **Prospector Gaming Enterprises, Inc.** |
|----------------------------------------------|-----------------------------------------|
| a Nevada  corporation (Last Chance)          | a Nevada corporation (PGE)              |
|                                         |                                    |   |
| By:                                          | /s/ Ferenc Szony                        |   | By: | /s/ Peter Stremmel |   |
| Its:                                         | Pres/CEO                                | Its: | President |
|                                         |                                    |   |
|                                         |                                    |   |
| **Target  Investments, L.L.C,**              |                                    |   |
| a Nevada limited  liability company (Target) |                                    |   |
|                                         |                                    |   |
| By:                                          | /s/ Peter Stremmel                      |   |   |   |
| Its:                                         | Partner                                 |   |   |

 

 

For the purposes of Sections 8.1(L)(i) of this Lease and inconsideration of the execution and delivery of the Integrated Agreements by allparties to each of them, the following join in the execution of this Lease andagree to be bound thereby.

 
| /s/ Peter Stremmel               |               |                             | /s/ Steve  Stremmel |               |
|----------------------------------|--------------------|----------------------------------|---------------------|--------------------|
| **Peter  Stremmel**              |               | **Steve  Stremmel**              |
|                             |               |                             |
|                             |               |                             |
| **Stremmel  Capital Group Ltd.** |               | **Gold Ranch RV Resort, L.L.C.** |
| ** **                       |               | ** **                       |
| By:                              | /s/ Peter Stremmel |                             | By:                 | /s/ Steve Stremmel |   |
| Its:                             | Partner            | Its:                             | Manager             |
|                                  |                    |                                  |                     |                    |  |

 

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| State of Nevada  | )     |
|------------------|-------|
|             | ) ss. |
| County of Washoe | )     |

 

This instrument was acknowledged before me on the 27th day of December,2001, by Peter Stremmel, the Partner Target Investments, L.L.C.
|        | /s/ Yvonne Cody |   |
|--------|-----------------|--------|
|   | Notary Public   |

 

 
| State of Nevada  | )     |
|------------------|-------|
|             | ) ss. |
| County of Washoe | )     |

 

This instrument was acknowledged before me on the 27th day of December,2001, by Peter Stremmel, the President of Prospector Gaming Enterprises, Inc.
|        | /s/ Yvonne Cody |   |
|--------|-----------------|--------|
|   | Notary Public   |

 

 
| State of Nevada  | )     |
|------------------|-------|
|             | ) ss. |
| County of Washoe | )     |

 

This instrument was acknowledged before me on the 27th day of December,2001, by Ferenc Szony, the President/CEO, Last Chance, Inc.
|        | /s/ Yvonne Cody |   |
|--------|-----------------|--------|
|   | Notary Public   |

 

 
| State of Nevada  | )     |
|------------------|-------|
|             | ) ss. |
| County of Washoe | )     |

 

This instrument was acknowledged before me on the 27th day of December,2001, by Peter Stremmel, the Partner Stremmel Capital Group, Ltd.
|        | /s/ Yvonne Cody |   |
|--------|-----------------|--------|
|   | Notary Public   |

 

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| State of Nevada  | )     |
|------------------|-------|
|             | ) ss. |
| County of Washoe | )     |

 

This instrumentwas acknowledged before me on the 27th day of December, 2001, by SteveStremmel, the Manager Gold Ranch RV Resort, L.L.C.
|        | /s/ Yvonne Cody |   |
|--------|-----------------|--------|
|   | Notary Public   |

 

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