<PAGE>   1
                                                                   EXHIBIT 10.15

                                      LEASE



                                     BETWEEN



              ELEVATION 8000+, a Colorado limited liability company
                                  ("Landlord")


                                       and


               CONCORDE CRIPPLE CREEK INC., a Colorado corporation
                                   ("Tenant")


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page


<S>                                                                                                              <C>
1.       Premises...............................................................................................  1
         1.1      Defined.......................................................................................  1
         1.2      Use of Premises...............................................................................  1
         1.3      Quiet Enjoyment...............................................................................  2
         1.4      Title to Premises and Improvements............................................................  3
         1.5      Limitation on Representations.................................................................  3

2.       Term...................................................................................................  3
         2.1      Initial Term..................................................................................  4
         2.2      Definition of Lease Year......................................................................  4
         2.3      Option to Extend Term.........................................................................  4
         2.4      Hold Over.....................................................................................  5

3.       Construction of New Improvements by Tenant.............................................................  5
         3.1      New Improvements to Premises..................................................................  5
         3.2      Construction of New Improvements..............................................................  6
         3.3      Landlord's Cooperation........................................................................  7

4.       Standards and Requirements for Improvements; Mechanic's Lien; Maintenance..............................  7
         4.1      Standards and Requirements....................................................................  7
         4.2      Mechanic's Liens..............................................................................  7
         4.3      Maintenance...................................................................................  8

5.       Rent...................................................................................................  8
         5.1      Base Rent.....................................................................................  8
         5.2      Additional Base Rent..........................................................................  9
         5.3      Percentage Rent...............................................................................  9
         5.4      Adjusted Net Gaming Revenues Defined.......................................................... 10
         5.5      Books and Records............................................................................. 10
         5.6      Payment of Percentage Rent and Tenant Report.................................................. 10
         5.7      Audit......................................................................................... 11
         5.8      No Partnership................................................................................ 11
         5.9      No Offset..................................................................................... 11
         5.10     Place of Payment.............................................................................. 11
         5.11     Net Lease..................................................................................... 11
         5.12     Base Rent During Extension Terms.............................................................. 12

6.       Taxes.................................................................................................. 12
         6.1      Defined....................................................................................... 12
         6.2      Tenant Payments............................................................................... 13
         6.3      Direct Payment by Tenant...................................................................... 13
         6.4      Tenant's Right to Contest Taxes............................................................... 13

7.       Insurance Coverage..................................................................................... 13
         7.1      Tenant's Liability Insurance.................................................................. 13
         7.2      Property Insurance............................................................................ 14
         7.3      Limits of the Policies........................................................................ 14
         7.4      Waiver of Subrogation......................................................................... 15
         7.5      Mutual Cooperation............................................................................ 15
         7.6      Policies of Insurance......................................................................... 15
         7.7      Mortgagees as Insureds........................................................................ 16
         7.8      Indemnification of Landlord................................................................... 16
         7.9      Compliance with Insurance..................................................................... 16
</TABLE>




                                       i
<PAGE>   3

<TABLE>
<S>                                                                                                              <C>
8.       Utilities.............................................................................................. 16
         8.1      Service Lines and Taps........................................................................ 16
         8.2      No Warranty................................................................................... 16
         8.3      Payment for Service........................................................................... 17
         8.4      Interruption of Services...................................................................... 17

9.       Damage by Fire or Other Casualty....................................................................... 17
         9.1      Restoration................................................................................... 17
         9.2      Termination by Tenant or Landlord/Extension for Repair Period................................. 17

10.      Condemnation........................................................................................... 18
         10.1     Total Condemnation............................................................................ 18
         10.2     Partial Condemnation.......................................................................... 19
         10.3     No Reduction of Rent.......................................................................... 19
         10.4     Substantially All............................................................................. 19
         10.5     Temporary Condemnation........................................................................ 20
         10.6     Pending Proceedings with the City of Black Hawk............................................... 20
         10.7     Proceedings................................................................................... 20

11.      Assignment, Subletting, and Encumbrancing.............................................................. 21
         11.1     Assignment and Subletting..................................................................... 21
         11.2     Financing..................................................................................... 21
         11.3     Permitted Assignment by Tenant................................................................ 23
         11.4     Transfers by Landlord......................................................................... 23

12.      Default by Tenant...................................................................................... 23
         12.1     Defined....................................................................................... 24
         12.2     Landlord's Remedies........................................................................... 25
         12.3     Suspension of Landlord's Obligations.......................................................... 26
         12.4     Bankruptcy Remedies........................................................................... 27
         12.5     Remedies Cumulative........................................................................... 27

13.      Default by Landlord.................................................................................... 27
         13.1     Defined....................................................................................... 27
         13.2     Tenant's Remedies............................................................................. 27

14.      Estoppel Certificates.................................................................................. 28

15.      Surrender.............................................................................................. 29

16.      Option to Purchase and Right of First Refusal.......................................................... 29
         16.1     Right to Purchase............................................................................. 29
         16.2     Right of First Refusal........................................................................ 30
         16.3     Terms of Sale................................................................................. 30

17.      Miscellaneous.......................................................................................... 31
         17.1     No Implied Waiver............................................................................. 31
         17.2     Survival of Provisions........................................................................ 31
         17.3     Binding Effect................................................................................ 31
         17.4     Recordation................................................................................... 31
         17.5     Notice and Demands............................................................................ 31
         17.6     Time of the Essence........................................................................... 32
         17.7     Captions for Convenience...................................................................... 32
         17.8     Severability.................................................................................. 32
         17.9     Governing Law................................................................................. 32
         17.10    No Oral Amendment or Modifications............................................................ 32
         17.11    Landlord's Activities......................................................................... 32
         17.12    Interest/Late Charges......................................................................... 32
         17.13    Integration................................................................................... 33
         17.14    Brokerage Commissions......................................................................... 33
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                              <C>
         17.15    Authority..................................................................................... 33
         17.16    Hazardous Materials........................................................................... 33
         17.17    Force Majeure Events.......................................................................... 34
         17.18    Litigation Costs and Participation............................................................ 35
         17.19    Days.......................................................................................... 35
         17.20    Terminations by Right......................................................................... 35
</TABLE>



                                      iii
<PAGE>   5

                    DEFINED TERMS                 

                                                  PAGE

Acquired Parcels ..............................     30
Acquisition Costs .............................      9
Act ...........................................      1
Additional Base Rent ..........................      9
Additional Costs ..............................      9
All risk ......................................     14
ANGR ..........................................      9
ANGR Tiers ....................................     10
Assignee ......................................     28
Assuming Tenant ...............................     26
Available insurance proceeds ..................     17
Average Percentage Rent .......................      5
Backus Property ...............................      6
Base Rent .....................................      8
Best's Insurance Report........................     15
Casino ........................................      1
City ..........................................      5
Claim Costs ...................................     20
Commencement Date .............................      4
Construction ..................................   5, 6
Exercise Notice ...............................     29
Exercise Price ................................     29
Existing Lease ................................      2
Extension Option ..............................      4
Extension Options .............................      4
Extension Term ................................      4
Fee Mortgage ..................................     21
Fee Mortgagee .................................     21
First Extension Option ........................      4
Force Majeure Events ..........................     34
Gaming Laws ...................................      1
Governmental Entities .........................      7
Hazardous Materials............................     33
Improvement Costs .............................     29
Improvements ..................................      1
Initial Term ..................................      4
Land Value ....................................     19
Landlord ......................................      1
Landlord's Taxes ..............................     13
Lease .........................................      1
Lease Date ....................................      1
Lease Year ....................................      4
Leasehold Mortgage ............................     22
Leasehold Mortgagee ...........................     22
Net Lease .....................................      9
New Improvements ..............................      5
Notice ........................................     30
Option to Purchase ............................     29
Parking Lot ...................................  6, 29
Pending Claim .................................     20
Percentage Rent ...............................      9
Permitted Exceptions  .........................      2
Permitted Uses ................................      2
Plans and Specifications ......................      6
Premises ......................................      1
Pro Rata Levy .................................     10



                                       iv


<PAGE>   6

Real Property Taxes ...........................     12
Receiving Party ...............................     30
Rent ..........................................      9
Replacement Cost Endorsement...................     14
Requesting party ..............................     28
Responding party ..............................     28
Restoration Shortfall .........................     17
Second Extension Option .......................      4
Selling Party .................................     30
Taxes .........................................     12
Tenant ........................................      1
Term ..........................................      4
Terms .........................................     30
Waiver Notice .................................      4



                                       v
<PAGE>   7



                                     LEASE


         This Lease (the "Lease") is entered into as of the ____ day of July,
1997 (the "Lease Date"), between Elevation 8000+, L.L.C., a Colorado limited
liability company (the "Landlord"), and Concorde Cripple Creek, Inc. a Colorado
corporation (the "Tenant"). Any capitalized terms contained in this Lease which
are not defined when first used shall be defined in some subsequent provision of
this Lease.

         1.       Premises.

                  1.1      Defined. In consideration of the payment of the rent
provided herein and the keeping and performance of each and every one of the
covenants, agreements and conditions of Tenant hereinafter set forth, the
Landlord now leases to the Tenant, and the Tenant now leases from the Landlord,
certain real property known as the Golden Gates Casino ("Casino") and legally
described as Lots 9-12, inclusive, Block 39, City of Black Hawk, County of
Gilpin, State of Colorado, and numbered as 261 Main Street, together with all
improvements now or hereafter located thereon ("Improvements") and all rights of
Landlord, if any, (including, but not limited to, rights to adjacent streets or
alleys, (now or hereafter vacated or conveyed to Landlord), easements and
appurtenances thereto (collectively the "Premises").

                  1.2      Use of Premises.

                           A.       Tenant shall use the Premises primarily as a
Gaming Establishment, as that term is defined in the Colorado Limited Gaming Act
C.R.S. sections 12-47.1-101, et seq. (the "Act") (such statute, including
amendments and regulations now existing or hereafter adopted pursuant to the
Act, and all laws, ordinances and regulations for the regulation of gaming
adopted by Gilpin County or the town of Black Hawk, are also referred to in this
Lease as the "Gaming Laws"), and, secondarily, for any other ancillary or
related use as may be permitted by law. Tenant shall have the right to determine
the types, number and locations of gaming devices and procedures for the
operation of the Premises as a licensed Gaming Establishment, in Tenant's
reasonable business discretion, subject to the terms and provisions of the Act;
it is understood and agreed, and the intention of Landlord and Tenant, that
Landlord shall have no control or power to influence decisions concerning the
operation of the Premises, or portions thereof, as a licensed gaming
establishment. Notwithstanding the foregoing, it is the intent of Landlord and
Tenant hereunder that Tenant shall endeavor to maximize the gaming revenues to
be generated from the Premises, taking into consideration its best business
judgment in that regard. Tenant shall not use or permit the Premises to be used
for any business or purpose deemed to be extra hazardous, or in any manner as to
constitute a violation of any present or future laws, rules, regulations,
requirements or orders of any lawful governmental or public authority relating
to the Premises.

                           B.       Without limiting the generality of the 
provisions of Section 1.2.A, Tenant, throughout the Term, and at its sole
expense, in its possession and use of the Premises, and the operation of the
business done in and from the Premises shall:

                                    (i) comply substantially with (a) all laws, 
ordinances, notices, orders, rules, regulations, and requirements of all
federal, state, municipal and local governments and all departments,
commissions, boards and officers thereof; and (b) all requirements relating to
the operation of a licensed gaming establishment under the Act; and, without
limiting the generality of the foregoing provision of this Section,

                                    (ii) keep in force throughout the Term all
licenses, consents, and permits necessary for the use of the Premises as a
licensed gaming establishment under the Act and to advise Landlord immediately
in the event Tenant and/or its operations becomes subject to any material
inquiry or investigation by any gaming or liquor licensing authority; and

                                                                 Initial _______


                                                                





<PAGE>   8

                                    (iii) operate the business for the uses
provided under this Section 1.2 ("Permitted Uses") continuously during the
entire Term, or such other uses as may be approved by Landlord and Tenant in
their reasonable discretion should the Permitted Uses be declared unlawful.

                           C.       Landlord agrees to cooperate in any manner 
reasonably required for Tenant to obtain gaming and liquor licenses for the
Premises and to maintain such licenses, provided that the costs of obtaining and
maintaining such licenses shall be borne by Tenant. Landlord shall not cause any
such licenses to be denied, suspended or revoked, whether through actions of
Landlord prior to the issuance of such licenses or thereafter during the term of
this Lease. If Landlord receives notice from governmental officials that the
status or actions of Landlord may, will or have resulted in the denial,
revocation or failure to renew any such gaming or liquor licenses, Landlord
shall take such actions as are necessary to cure such problem prior to denial,
revocation or suspension, including, but not limited to, transfer of Landlord's
interest in the Premises to a third party if Landlord's continued ownership of
the Premises would prevent Tenant from obtaining, maintaining or renewing such
licenses. Prior to any denial, suspension or revocation, Landlord shall have a
right to contest by appropriate proceedings, conducted in good faith and with
reasonable diligence, without cost or expense to Tenant, the validity of any
such proposed denial, suspension or revocation related to the status or actions
of Landlord. If due to actions of Landlord, Tenant is precluded from opening for
business on the date Tenant is otherwise ready to open because Landlord has
failed to obtain any necessary approvals or reviews from any licensing
authority, notwithstanding anything to the contrary set forth herein, Tenant's
obligation to commence paying the Rent hereunder shall be abated until such time
as Landlord has obtained the necessary approvals from said licensing
authorities. Landlord will execute any and all documents necessary to obtain
gaming and liquor licenses.

                  1.3      Quiet Enjoyment. Landlord's obligations hereunder are
expressly subject to the termination of the existing lease of the Premises dated
February 6, 1992 by and between Landlord's predecessor in interest and Northstar
Casino Limited Liability Company ("Existing Lease"), and surrender of the
Premises by the tenant thereunder, prior to the Commencement Date. Tenant's
rights hereunder are subject to the exceptions listed on Exhibit A (the
"Permitted Exceptions"), to the express limitations contained herein on the
Tenant's rights to use and enjoy the Premises and to the lawful rights and
powers of Governmental Entities other than Landlord. Upon payment by Tenant of
the amounts herein provided, and upon the observance and performance of all the
covenants, terms and conditions on Tenant's part to be observed and performed,
Tenant shall peaceably use and enjoy the Premises for the Term without hindrance
or interruption by Landlord or any other person or persons lawfully or equitably
claiming by, through or under Landlord. Landlord shall in no event be liable in
damages or otherwise, nor except as expressly provided herein with respect to
interruption of utilities, shall Tenant be released from any obligations
hereunder, because of the interruption of any service, or a termination,
interruption or disturbance, attributable to strike, lockout, breakdown,
accident, war or other emergency, law, order, rule or regulation of or by any
governmental authority, failure of supply, inability to obtain supplies, parts
or employees, or any cause beyond Landlord's reasonable control, or any cause
due to any act or neglect of Tenant or its servants, agents, employees,
licensees, business invitees, or any person claiming by, through or under
Tenant.

                   1.4      Title to Premises and Improvements. Tenant is
entering into this Lease in reliance on Landlord's representation that Landlord
is the record owner of the Property, subject to the Permitted Exceptions. Tenant
has the right to obtain a leasehold title insurance policy (in an amount not to
exceed the initial Exercise Price set forth below) and Landlord agrees to
contribute 1/2 of the cost thereof. Except for Landlord's above representation
and its warranty of quiet enjoyment as to claims arising by, through or under
Landlord (as set forth above), Landlord makes no warranty of title to Tenant and
Tenant shall rely solely upon its own investigation for protection as to matters
of title. Except as hereinafter provided, Tenant shall be the owner of all
Improvements hereafter constructed on the Premises which are paid for and
constructed by Tenant upon the Premises, as the same may be altered, expanded
and/or improved (from time to time) in accordance with the provisions of this
Lease (hereafter



                                                                Initial _______




                                       2
<PAGE>   9

collectively defined as New Improvements). Upon the expiration or earlier
termination of this Lease, Tenant shall, without compensation from Landlord,
surrender to Landlord ownership, possession and control of all Improvements,
together with all fixtures necessary to the operation of the Improvements as a
casino, including, without limitation, the generator, all heating, ventilation
and air conditioning equipment and machinery, pipes, ducts, compressors,
flooring, and all other property described on Exhibit B hereto, and Tenant shall
thereafter have no further rights thereto or interest therein. It is understood
and agreed that stand-alone gaming devises shall not be deemed a part of the
Improvements. Upon expiration or earlier termination of the Lease, Tenant shall
inform Landlord of all combinations on locks, safes and vaults, if any, in the
Improvements. Upon such expiration or earlier termination, Tenant agrees to
execute, acknowledge and deliver to Landlord any instrument reasonably requested
by Landlord to carry out the intention of this Section. Tenant shall surrender
the Premises and all such Improvements to Landlord in good condition and repair,
reasonable wear and tear and fire and other casualty excepted, subject to the
terms of Sections hereof relating to Casualty and Condemnation, and shall
surrender all keys to the Improvements, and every part thereof, to Landlord.
Tenant's obligation to observe or perform this covenant shall survive the
expiration or termination of the Term.

                  1.5      Limitation on Representations. Landlord represents to
Tenant that Landlord has received no written notice of any violation of any laws
applicable to the Premises, including any laws relating to Hazardous Materials
except as may be set forth in any environmental audit of the Premises. By
execution of this Lease, Tenant shall be deemed to have accepted the Premises in
an "AS IS" condition. Except to the extent expressly set forth herein, Landlord
has made no representation, warranty or assurance of any kind or nature
whatsoever regarding the Premises, the condition, nature of suitability of the
Improvements, the soils, hydrology and seismology thereof, and the laws and
regulations relating to the and operation of the Improvements, including
environmental, zoning and land use entitlement requirements and procedures,
height restrictions, floor area coverage limitations, and any other matters,
whether similar or dissimilar, and Tenant acknowledges that except as expressly
set forth herein it has not relied upon any statement, representation or
warranty of Landlord of any kind or nature in connection with its decision to
execute and deliver this Lease and its agreement to perform the obligations of
Tenant hereunder.

         2.       Term.

                   2.1     Initial Term. This Lease shall be for an initial term
of five (5) years (and the fractional month prior to the commencement of the
first Lease Year) ("Initial Term"), commencing on the date upon which Tenant
receives all the necessary governmental approvals as a retail licensee for the
conduct of limited stakes gaming at the Casino, if ever, provided the Existing
Lease has been terminated (the "Commencement Date"); provided, however, if the
Commencement Date has not occurred by September 1, 1997, then this Lease will be
void ab initio and of no further force and effect. Unless this Lease is
terminated pursuant to the other express provisions hereof pursuant to Section
2.3, this Lease shall automatically extend to the First Extension Option upon
the expiration of the Initial Term and then extend to the Second Extension
Option upon the expiration of the First Extension Option. All references herein
to Term will automatically be deemed to include the Initial Term and any
Extension Term. The Initial Term and the Extension Term(s) if applicable are
sometimes referred to herein as "Term."

                  2.2      Definition of Lease Year.  The term "Lease Year" 
shall mean a period of twelve (12) full consecutive calendar months. If the
Commencement Date is other than on the first day of the month, the first Lease
Year shall commence on the first day of the first calendar month following the
Commencement Date, and the first Lease Year will contain the fractional month
between the Commencement Date and the last day of said month. Each subsequent
Lease Year shall commence on the anniversary of the commencement date of the
first Lease Year.

                   2.3     Option to Extend Term. The Tenant shall have two (2)
five (5) year options to extend the term of this Lease (respectively, the "First
Extension Option" and "Second


                                                                Initial _______


                                       3
<PAGE>   10

Extension Option". Also referred to herein individually as "Extension Option",
and collectively, "Extension Options" and each term is referred to herein
sometimes as "Extension Term". Tenant shall give the Landlord written notice of
its election to waive ("Waiver Notice") its right to exercise the Extension
Option at least six (6) months prior to the expiration of the existing term
period. If no such notice is timely given then unless one of the conditions set
forth herein is not met, the applicable Extension Option shall automatically be
deemed to have been exercised. Neither option shall be exercised nor assigned,
voluntarily or involuntarily, by or to any person or entity other than the
Tenant or a permitted assignee of Tenant under this Lease. The Second Extension
Option will only be applicable if the First Extension Option has not been
waived. The right to the Extension Options shall be of no force and effect if
(i) as of the date the Waiver Notice is required to be given, the Tenant shall
be in default under this Lease beyond any applicable cure period; or (ii) after
such date but prior to the commencement of the Extension Term, the Tenant shall
be in default under this Lease beyond any applicable cure period; or (iii) the
Permitted Uses have been declared unlawful, unless Landlord and Tenant agree
that the right to the Extension Option(s) would nonetheless be in effect despite
the change in the law. The Landlord's waiver of its right to terminate this
Lease due to the Tenant's default in any instance shall not be deemed a waiver
of these conditions precedent and conditions subsequent to Tenant's right to the
Extension Option. If no Waiver Notice is given (and the Tenant otherwise has the
right to the Extension Option as provided herein) the Extension Term shall
commence upon the expiration of the previous five (5) year term, and, unless
this Lease is terminated pursuant to other express provisions hereof, shall
expire automatically on the date which is five (5) years thereafter (it being
understood that at the end of the First Extension Term if Tenant has not timely
given the Waiver Notice (and the Tenant otherwise has the right to the Extension
Option as provided herein) then the Term will automatically be extended for the
Second Extension Term). Each Extension Term shall be governed by all the
provision of this Lease applicable to the original five (5) year term, except
for the increase in Base Rent payable during each Extension Term which shall be
computed as provided below and except to the extent that this Lease provides
other specific provisions applicable to the Extension Terms.

                   2.4      Hold Over. Nothing in the provisions of this Lease
shall be deemed in any way to permit the Tenant to use or occupy the Premises
after the expiration of the Term or any earlier termination of this Lease. If
the Tenant continues to occupy the Premises after such expiration or
termination, such occupancy shall (unless the parties hereto otherwise agree in
writing) be deemed to be under a month-to-month tenancy at a monthly rental
equal to one hundred fifty percent (150%) of the annual Base Rent prorated on a
monthly basis for the month prior to the commencement of the holdover period,
and Tenant shall remain liable for 100% of all other Rent and charges payable by
it hereunder, and such occupancy shall be subject to all of the terms and
conditions of this Lease. For purposes of Tenant's obligation to pay Percentage
Rent during any such holdover, the Percentage Rent payable each month will be
equal to 1/12 of the average Percentage Rent paid by Tenant for the immediately
preceding 12 month period ("Average Percentage Rent"). If Landlord relets or
sells the Premises and the term of such new Lease commences or the closing of
the sale is to occur during the period for which Tenant holds over, then, after
Landlord gives Tenant written notice of such fact as may be required by Colorado
law, such holding over shall be deemed a breach of Tenant's covenant to deliver
up the Premises upon the termination or expiration of the Term, and Landlord
shall be entitled to recover from Tenant any and all costs, expenses, legal
expenses, attorney's fees, damages, loss of profits or any other loss resulting
from Landlord's inability to deliver possession of the Premises to the new
Tenant or resulting from Landlord's inability to close the sale.

         3.       Construction of New Improvements by Tenant

                  3.1      New Improvements to Premises.

                           A.       The Tenant shall receive the Premises and 
the existing Improvements thereon in their present "As Is" condition. It is
understood and agreed by the parties hereto that the Tenant plans to remodel and
renovate the front of the Casino and may, from time to time, construct or
install other improvements to the Premises, and make such 

                                                                Initial ________

                                       4




<PAGE>   11
changes, alterations and additions and such other improvements (including
demolitions and removals of the same) as Tenant shall deem necessary or
desirable (any such improvements, changes, alterations, or additions which are
hereafter made with Landlord's prior written approval as hereafter provided,
shall be referred to hereinafter collectively as "New Improvements"). Tenant
will have the right to cause the New Improvements to be partially constructed on
other parcels owned in whole or in part by Landlord and leased to Tenant
referred to hereafter as the Parking Lot and Backus Property, it being
understood that all leases of the Parking Lot and Backus Property will run
concurrently with this Lease. All New Improvements shall be constructed in a
good and workmanlike manner and in substantial accordance with the plans and
specifications therefor previously submitted to and approved by Landlord as
hereafter provided. In connection with any construction, Tenant shall pay to the
City of Black Hawk (the "City") all fees, impact charges, and taxes (whether now
or hereafter in effect) as the City customarily charges for the issuance of
permits and approvals that are within the City's purview.

                           B.       Nature of New Improvements; As Built Survey.
After any New Improvements are completed which expand the footprint of the
existing Improvements, to the extent so required by any applicable governmental
authority in connection with such construction, Tenant, at its expense, shall
deliver to the Landlord a survey, certified to the Landlord, of the Premises
prepared by a land surveyor duly licensed in the State of Colorado, showing the
location of the Improvements in relation to the perimeter of the Premises and
certified in a form reasonably acceptable to Landlord.

                           C.       Combination of Premises with Adjoining
Property. Notwithstanding anything set forth herein to the contrary, Landlord
and Tenant hereby agree that, Tenant intends to acquire an interest in certain
real property adjoining the Premises in which Landlord currently has a 50%
interest (hereafter defined as the "Parking Lot" and "Backus Property" a
generally depicted on Exhibit C), and Landlord and Tenant have agreed that
Landlord will enter into written lease agreements granting Tenant the right to
use the Parking Lot and/or Backus Property in accordance with the provisions of
such lease(s). Tenant shall have the right, subject to the provisions of such
lease(s) and the Co-Ownership Agreement Landlord and Tenant will enter into with
respect to the Parking Lot and/or Backus Property, to cause New Improvements to
be located partially on the Premises and partially on either the Parking Lot or
Backus Property. It is understood and agreed that as an express condition of
such construction, the Co-Ownership Agreement will provide that irrevocable
easements, licenses, or other documents reasonably satisfactory to Landlord will
be created. Further, all ANGR generated from all Improvements will be considered
in computing the Percentage Rent payable hereunder.

                  3.2      Construction of New Improvements.  The construction 
of all New Improvements by Tenant (the "Construction") shall be performed in the
following manner and subject to the following conditions:

                           A.       Plans and Specifications.  At Tenant's sole 
cost and expense, Tenant shall prepare and deliver to Landlord, for its prior
reasonable approval (which shall be granted, or denied within seven (7) days of
its receipt thereof) proposed plans and specifications for the New Improvements,
together with a plan of demolition or relocation (the "Plans and
Specifications") if any portion of the Improvements presently located on the
Premises or any part thereof will be razed or demolished. Tenant shall have the
right to amend or modify the Plans and Specifications from time to time, subject
to applicable governmental approvals, after first resubmitting the same to
Landlord for its approval as set forth herein. The Plans and Specifications
shall include, but not by way of limitation:

                                    (i) The location of the New Improvements
(including, but not limited to, the location of building, ramps, roadways and
sidewalks, and any other improvements for vehicular or pedestrian ingress and
egress, any parking areas, and any trash or garbage deposit or collection areas,
or facilities, and any other items that are required to be shown on the 

                                                                Initial ________
                                       5

<PAGE>   12

Plans and Specifications by the governmental authority, as they are to be
constructed on the Premises);

                                    (ii) Schematic, elevation and final
architectural plans for the improvements;

                                    (iii) A signage program for the Premises;

                                    (iv) A grading and landscaping plan for the
Premises;

                                    (v) Schedule of the exterior colors and
building materials to be utilized by the Tenant for such improvements; and

                                    (vi) A lighting plan for the Premises.

                  3.3      Landlord's Cooperation.  Landlord shall cooperate
with the Tenant in all of Tenant's efforts to comply with the requirements of
this Article and shall execute such applications and other undertakings as
shall be reasonably required in its capacity as the owner of the Premises to
enable the Tenant to file for and obtain all building permits, licenses,
variances, rezonings, permissions and consents necessary to construct and
operate the buildings and Improvements and otherwise necessary to perform its
obligations under this Article, as well as to permit Tenant to make repairs,
alterations, and construct New Improvements in accordance with this Lease.
Landlord agrees to join in and consent to any utility or other easements over,
across or under the Premises as may be reasonably required by Tenant in
conjunction with improvements to or use of the Premises.
                           
         4.       Standards and Requirements for Improvements; Mechanic's Lien; 
                  Maintenance

                  4.1      Standards and Requirements.  In addition to all 
conditions and requirements otherwise set forth herein, all New Improvements
shall be made only on the following conditions:

                           A.       New Improvements shall not be undertaken 
until the Tenant has obtained Landlord's approval of plans and specifications
for the New Improvements and the approval of the City and any other entity
having jurisdiction thereover ("Governmental Entities"), as may be required.
Such approval rights shall be governed by and subject to all of the procedures,
standards, limitations, and requirements set forth in Article 3 above.

                           B.       No New Improvements shall be undertaken 
until the Tenant at its expense has delivered to Landlord, with respect to any
aspect of the Improvements then being undertaken, copies of any plans,
specifications, certificates or other documents which must be filed with the
pertinent Governmental Entities in order to obtain their approvals, if any.

                           C.       All New Improvements, the construction and 
installation of which exceed $25,000 in any given Lease Year, shall be conducted
under the supervision of an architect or engineer licensed in the State of
Colorado, selected by the Tenant.

                           D.       Any demolition, removal of existing 
Improvements, or New Improvements made must collectively increase the value and
utility of the Premises at that time.

                           E.       All work done in connection with the New 
Improvements shall be done in a good and workmanlike manner and in material
conformity with the plans and specifications therefor which are approved by
Landlord.

                           F.       The work of all New Improvements shall be 
prosecuted with reasonable dispatch, subject to delays caused by Force Majeure
Events. The Tenant shall procure or shall cause the contractor for the work to
procure insurance in accordance with 

                                                                Initial _______

                                       6

<PAGE>   13

Article 7, including worker's compensation insurance covering all persons
employed in connection with the work, before any work is begun.

                  4.2      Mechanic's Liens.

                           A.       Satisfaction of Claims.  In connection with 
the construction of any New Improvements, Tenant shall cause the payment of all
proper and valid invoices and charges of all contractors, subcontractors,
suppliers, materialmen and similar parties who furnish services or materials in
connection with the construction process. In the event any party ever records a
mechanic's lien to enforce any claim for services or materials alleged to have
been provided in connection with the Premises, Tenant shall cause the same to be
released of record within forty-five (45) days after the recordation thereof,
and Tenant shall be liable to satisfy and cause a discharge of any such
mechanic's lien claim. Notwithstanding the foregoing, Tenant shall have the
right to contest any such mechanic's lien claim, provided that Tenant conducts
such contest in a timely manner and with due diligence and that Tenant provides
Landlord with security in an amount required by applicable law to secure the
release of such lien of record. In connection with any such contest, Landlord
shall join and participate in any such contest upon Tenant's request and at
Tenant's expense, and subject to the provisions of Section 17.19 (with
participation to include, without limitation, the execution and filing of
pleadings and the provision and gathering of testimony and other evidence). In
the event Tenant loses any such contest, with all further rights of appeal
having expired, Tenant shall satisfy the mechanic's lie claim in full prior to
any foreclosure sale or other disposition of the Premises in order to satisfy
the claim.

                           B.       Posting.  Prior to the commencement of any
construction on the Premises, and if Landlord gives written notice requesting
same, Tenant shall deliver notices to all contractors and subcontractors and
post notices in accordance with C.R.S. section 38-22-105 (as it may be amended
or in accordance with similar statutes that may be substituted therefor in the
future), in locations that will be visible by parties performing any work, which
notices shall state that Landlord is not responsible for the payment of such
work and setting forth such other information as may be reasonably required
pursuant to such statutory provisions.

                  4.3      Maintenance.  Tenant shall at all times during the
Term  keep in good order, condition and repair the entire Premises and all
Improvements located thereon, including, without limiting the generality of the
foregoing, the structural and non-structural portions of the Improvements, the
entrances, the windows, partitions, doors, lighting and plumbing fixtures,
heating, ventilation and air conditioning systems, the grounds and all
landscaping, the paving, if any, and other hardscape surfaces, and all
fixtures, equipment and appurtenances relating to the Premises and/or the
Improvements, except Landlord shall be responsible for the replacement costs
and/or major repairs of the roof, outside walls, foundation, and chiller and
heating units of the Improvements during the Extension Term(s). Nothing in this
provision defining the duty of maintenance shall be construed as limiting any
right given elsewhere in this Lease to alter, modify, demolish, remove, or
replace any Improvement, or as limiting provisions relating to condemnation in
Article 10 or to damage or destruction in Article 9.
                           
         5. Rent.

                  5.1      Base Rent.  Tenant shall pay Landlord a base rent
(the  "Base Rent") for the Premises as set forth below. Beginning on the
Commencement Date, and continuing through and until the end of the first Lease
Year, Tenant shall pay as Base Rent the sum of Fifteen Thousand Dollars
($15,000.00) per month. Landlord acknowledges receipt of the rent for the
partial month, if any, on which the Commencement Date falls. Commencing the
second Lease Year, the Base Ren will increase by $1,000 per month (for a total
annual increase of $12,000). Commencing the third Lease Year, the Base Rent
will increase by $1,000 per month (for a total annual increase of $12,000),
which amount will continue to be payable for the remainder of the Initial Term.
Base Rent shall be payable in advance, without notice, each Lease Year in equal
monthly installments commencing on the on the first day of each calendar month
thereafter. All
                           
                                                                Initial _______


                                       7

<PAGE>   14

amounts (including Base Rent, Additional Base Rent, Percentage Rent, all amounts
described in the Section entitled "Net Lease," and all other sums payable by the
Tenant under this Lease are hereinafter collectively referred to as "Rent"),
shall be paid to the Landlord, (or directly to the party entitled to receive the
same) in lawful money of the United States of America, which shall be legal
tender at the time of payment. Payment to Landlord shall be made at the office
of the Landlord or to such other person or at such other place as the Landlord
may fro time to time designate in writing.

                  5.2  Additional Base Rent.  If additional monies, and/or
in-kind consideration (not to exceed an agreed upon value, or if no agreement is
reached between Landlord and Tenant then the amount of the appraised value
thereof as accepted by the City), is contributed by Landlord for the acquisition
of certain property adjacent to the Premises known as "Backus Street", (the
location of which is generally depicted on Exhibit C hereto) ("Acquisition
Costs") or any amounts required to be expended by Landlord in connection with
the repair or restoration of the Premises as hereafter provided, or the
performance by Landlord of any of its repair or maintenance obligations during
the Extension Terms (all such amounts collectively with Acquisition Costs are
referred to herein as "Additional Costs"), Tenant's monthly rent shall increase
in an amount equal to 0.92% of Landlord's share of the Additional Costs
("Additional Base Rent"); provided, however, that to the exten such Costs are
Acquisition Costs, the same shall not exceed Landlord's share of the appraised
market value of any acquired Backus Street property. Any portion of the
Additional Base Rent that is attributable to Acquisition Costs shall not become
effective until six (6) months after the Acquisition Costs have been expended.
All references herein to Base Rent, shall mean and refer to the Base Rent as
determined in accordance with Section 5.1 above, or Section 5.12 below as to the
Extension Term(s), as increased by the Additional Base Rent. Notwithstanding
anything set forth herein to the contrary, if the Permitted Uses are declared
unlawful, then following such date (and for the remainder of the Term unless the
same are again permitted as lawful uses), Landlord will not voluntarily incur
any Additional Costs as provided herein (unless Tenant requests the same).

                  5.3  Percentage Rent.  In addition to the Base Rent
hereinabove provided, Tenant shall pay to Landlord, without notice, additional
rent ("Percentage Rent") during the Term of the Lease and any extension thereof
an amount equal to a percentage rent based upon the Casino's Adjusted Net Gaming
Revenue ("ANGR"), defined below. The Percentage Rent shall be paid monthly no
later than 20 days after the end of each calendar month. The Percentage Rent
will be based on the annual ANGR using either June 30th or September 30th as the
fiscal year end. The determination of which fiscal year end shall be applicable
will be made based on the Commencement Date. If the Commencement Date is on or
before August 1, 1997, then the Fiscal Year for the purposes of this Lease will
be the 12 month period beginning July 1 and ending June 30th of each year during
the Term. If the Commencement Date is on or after August 1, 1997, then the
Fiscal year will be the 12 month period beginning October 1 and ending September
30th of each year during the Term. As its Percentage Rent, Tenant shall pay the
following percentages of the ANGR generated each fiscal year: 2% of the first
$2,000,000 ANGR; plus, 4% of the second $2,000,000 ANGR; plus, 6% of the third
$2,000,000 ANGR; and plus, 8% of the ANGR in excess of $6,000,000. Any ANGR
attributable to any portion of the Improvements located on the Parking Lot
and/or the Backus Property will, for all purposes hereof be deemed to be
generated from that portion of the Improvements located on the Premises and
shall be payable hereunder. Percentage Rent shall be payable commencing with the
Commencement Date. Depending on when the Fiscal Year begins, for the
determination of Percentage Rent for the first Fiscal Year during the Term,
which will end on either June 30, 1998, or September 30, 1998, as provided
above, the first $2,000,000, the second $2,000,000, the third $2,000,000 and the
amount in excess of $6,000,000 collectively define as (the "ANGR Tiers") will be
prorated in the event that the Fiscal Year has greater or fewer than 365 days of
operations by Tenant. For example, if the Commencement Date occurred on July 31,
1997 and there were 334 days in the first Fiscal Year, the ANGR tiers shall be
multiplied by a formula the numerator of which shall be the actual number of
days from the Commencement Date through June 30, 1998, in this example 334 and
the denominator shall be 365 (e.g. the percentage rent would be 2% of the first
$1,840,000 of ANGR (or 334/365 X $2,000,000), 4% of the second 

                                                                Initial _______


                                       8

<PAGE>   15

$1,840,000 ANGR, 6% of the third $1,840,000, and 8% in excess of $5,520,000.
Notwithstanding anything set forth herein to the contrary, if the Permitted Uses
become unlawful as set forth in Section 1.2 B (iii) above, then and in that
event, and so long as the Permitted Uses remain unlawful, no Percentage Rent
will thereafter become due or payable.

                  5.4  Adjusted Net Gaming Revenues Defined.  ANGR shall be 
defined as the Adjusted Gross Proceeds (as defined by C.R.S. 12-47.1-103), less
amounts for (i) any Federal gaming tax of 8% or less, (ii) any tax or fee on
gaming devices imposed by municipal ordinance, which is a tax on the direct use
of the devices for gaming purposes as defined in C.R.S. 12-47.1-605(excluding
any impact fees, sales taxes, use taxes and fees including, but not limited to
the following: $2,365,000 City of Black Hawk, Colorado Device Tax Revenue Bonds
Series 1996; Black Hawk Transportation Device Fee as established by Ordinance
96-39; Black Hawk Business Improvement District, Gilpin County, Colorado
$2,995,000 General Obligations Bonds Series 1995; and, Black Hawk Business
Improvement District, Gilpin County, Colorado Special Improvement District No.
1995-1 $1,000,000 Special Assessment Bonds), and (iii), any tax or fee on gaming
devices imposed by Colorado statute or regulation. If any levy, tax or
assessment is for a period greater than one month, then such levy, tax or
assessment shall be divided over the period of the levy, tax or assessment (the
"Pro Rata Levy") and only the Pro Rata Levy shall be a deduction from monthly
ANGR hereunder. ANGR shall not include revenues derived from bulk sales or other
sale or disposition of the business of Tenant or Tenant's interest under this
Lease, the sale or other disposition of capital items or equipment used in the
operation of Tenant's business, proceeds of insurance, proceeds of financing or
refinancing.

                  5.5  Books and Records.  The Tenant shall keep full, complete 
and proper books, records and accounts of its ANGR, both cash and on credit, of
each separate department and concession at any time operated in the Premises,
which books and records shall be kept at the Premises. The Landlord and its
agents and employees shall have the right at any time upon no less than 3
business days prior written notice to Tenant, and from time to time but not more
often than once in any calendar quarter, during regular business hours, to
examine and inspect all of the books and records of Tenant pertaining to ANGR,
including any gaming tax reports pertaining to the business of Tenant conducted
in, upon or from the Premises, which Tenant shall make available information of
Landlord or its agents for the purposes of investigating and verifying the
accuracy of any statement of ANGR. Landlord shall not disclose the contents or
information found in Tenant's books and records or reported to Landlord or in
Tenant's returns, except on a confidential basis to Landlord's accountants and
to the extent required by process of law or if the same are otherwise of public
record prior to such disclosure.

                  5.6  Payment of Percentage Rent and Tenant Report.  Within 
twenty (20) days after the end of each calendar month during the Term, including
the month during which the Commencement Date occurs (unless the Permitted Uses
are declared unlawful as provided above), Tenant shall furnish to Landlord a
statement in writing, certified by Tenant to be correct, showing the total ANGR
made in, upon or from the Premises during the preceding month, and Tenant shall
accompany each such statement with a payment to Landlord equal to its
appropriate Percentage Rent, as described above. If at any time during the Term,
other than during a period which pursuant to the express provisions of the Lease
Rent is to abate, Tenant is not actively operating the Casino, then it shall pay
to Landlord as Percentage Rent on a monthly basis 1/12th of the Average
Percentage Rent. In addition, Tenant shall furnish to Landlord a copy of each
monthly return setting forth the Adjusted Gross Proceeds as required to be filed
under the Act. Landlord shall not disclose the contents or information found in
Tenant's books and records or reported to Landlord or in Tenant's returns,
except on a confidential basis to Landlord's accountants and to the extent
required by process of law or if the same are otherwise of public record prior
to such disclosure.

                  5.7  Audit.  Landlord may at any time and from time to time,
not more often than once during any Fiscal Year, cause an audit of the ANGR of
Tenant to be made by an independent Certified Public Accountant of Landlord's
selection, and if the statement of ANGR for any month previously made to
Landlord by Tenant shall be found to be in error in under-

                                                                Initial _______


                                       9

<PAGE>   16

reporting, Tenant will immediately pay to Landlord all amounts determined to be
owing. If such under-reporting is in an amount of five percent (5%) or more,
Tenant shall also immediately pay to Landlord the cost of such audit. If such
under-reporting was less than five percent (5%), then Landlord and Tenant shall
share the cost of such audit equally. If such audit determines that there was an
over-reporting of 5% or more, Landlord shall immediately pay the amount of the
over-payment to Tenant, if any, and shall pay the cost of the audit.

                  5.8      No Partnership. It is further understood and agreed 
that, notwithstanding that the amount to be paid to Landlord for rental for the
use of the Premises, is partially based upon a percentage of ANGR, nothing
contained herein shall be deemed, held or construed as creating Landlord as a
partner or an associate of the Tenant in the conduct of the business, nor as
rendering Landlord liable for any debts, liabilities or obligations incurred by
Tenant in the conduct of said business, it being expressly understood and agreed
that the relationship between the parties hereto is and shall at all times
remain that of Landlord and Tenant.

                  5.9      No Offset.  All Rent shall be paid without 
counterclaim, setoff, deduction or defense, except as expressly provided herein
to the contrary.

                  5.10     Place of Payment.  Tenant shall only be obligated to
pay rent payments to Landlord at one address designated by Landlord and Tenant
shall have no liability to see to the proper distribution to multiple parties of
any payments, notwithstanding that Landlord consists of multiple parties.

                  5.11     Net Lease.  Unless it is otherwise provided for in
this  Agreement, it is the intent of Landlord and Tenant that the Rent provided
for herein shall be absolutely net return to Landlord throughout the Term of
this Lease, and the Extension Terms, unless waived, free of any expense,
charge, or reduction whatsoever, with respect to the Premises; that except as
expressly provided herein, Landlord shall not be required to pay any costs or
expenses or to provide any services or do any act in connection with the
Premises; that except as expressly provided herein, Tenant shall bear all costs
and expenses related to the ownership, occupancy, development, maintenance or
use of the Premises and the Improvements that accrue during or are allocable to
the Term of this Lease, including, without limitation, any and all costs and
expenses to maintain, operate, repair and replace all or any portion of the
Improvements and (during the Initial Term, including, but not limited to, the
roof, structural and mechanical components of the building), notwithstanding
the effect of any new or changed laws, or whatever circumstances not described
in this Lease occur which might make occupancy of the Premises by Tenant
unprofitable, and except as provided for in Section 4.3. Accordingly, without
limiting the foregoing, Tenant covenants and agrees to pay, in addition to the
Rent, otherwise described in this Article 5, all costs and expenses related to
the Premises, which amounts, are referred to herein as Rent, and as required
herein shall be paid, prior to their respective due dates, directly by Tenant
to the entity entitled to receive the same. Such amounts of Rent payable by
Tenant shall include, without limitation, the costs and expenses of Taxes (as
defined in Article 6 herein); insurance costs; utility charges; operating
expenses; maintenance, repair and replacement expenses; any assessment charge
and common maintenance charges or assessments with respect to the replacement
and maintenance of on-site improvements (such as utilities); advances, if any
by Landlord pursuant to the terms hereof; and interest on past-due payments, if
any, all as hereinafter provided. Failure to pay any such amounts of Rent shall
constitute a default by Tenant hereunder.          

                  5.12     Base Rent During Extension Terms. During the first
two  years of the First Extension Term the Base Rent will be the same amount as
was payable during the final three (3) years of the Initial Term. Commencing
with the third year of the First Extension Term, the Base Rent will be
increased by $1,700 per month (for a total annual increase of $20,400), which
increased Base Rent will continue to be paid during the remainder of the First
Extension Term and the first two years of the Second Extension Term, unless
Tenant has timely delivered its Waiver Notice. For the final three years of the
Second Extension Term, the Base Rent will be further increased by $1,870 per
month (for a total annual increase of $22,440).
                           
                                                                 Initial _______

                                       10

<PAGE>   17
         6. Taxes.

                  6.1      Defined. In general, the term "Taxes" shall mean all 
personal property sales and use taxes and real property taxes, assessments and
other governmental charges and levies, of any kind or nature whatsoever
(including, without limitation, regular and special assessments, impact fees,
fees, levies and charges imposed for public improvements or benefits, or for
public services such as fire protection, parking, street, sidewalk and road
maintenance or refuse removal, including without limitation those enumerated in
Section 5.3 as being Tenant's sole responsibility, and interest on unpaid
installments) which may be levied, assessed or imposed, or become liens upon or
arise out of the use, occupancy, ownership, or possession of the Premises, and
which accrue during or are allocable to the Lease term. All Taxes paid or
payable by Tenant shall be paid in such a manner that they inure to the benefit
of the Premises and/or Landlord. The Taxes which relate to real property
interests are sometimes referred to hereinafter as "Real Property Taxes." Taxes
for the entire calendar year during which the Commencement Date occurs will be
Tenant's responsibility and there shall be no proration thereof whatsoever. If
because of any change in the taxation of real estate any other tax or
assessment (including, without limitation, any occupancy, gross receipts or
rental tax but excluding Landlord's Taxes, as hereafter defined) is imposed
upon Landlord or the owner of the land and/or buildings, or upon or with
respect to the land and/or building or the occupancy, rents or gross income
therefrom, in lieu of, or in the substitution for, or in addition to, any of
the foregoing taxes, such other tax or assessment shall be deemed part of the
taxes. The term Taxes shall not, however, include inheritance, estate,
succession, transfer, gift, income or excess profits taxes imposed upon the
Landlord ("Landlord's Taxes"), as distinguished from taxes arising from the use
or ownership of the Premises.
                           
                  6.2      Tenant Payments. In addition to the payment of taxes
as  hereinabove provided, Tenant covenants and agrees to pay, or cause to be
paid, before any fine, penalty, interest or cost may be added thereto, all
license and franchise taxes of the Tenant, all personal property taxes,
assessments, water rents, sewer rents and charges, and other governmental
charges which are levied, assessed, imposed or become a lien upon the Premises
or the contents thereof (excluding Landlord's Taxes). Without limiting the
generality of the payments of other taxes contained in this Section 6.2, Tenant
will make all payments to maintain in a current status all permits and licenses
necessary to continue the operation of the licensed gaming establishment from
the Premises.
                           
                  6.3      Direct Payment by Tenant.  Tenant shall make timely 
payment of all Taxes, and provide to Landlord prior to the last day for payment
of the Real Property Taxes without penalty or interest, a photostatic copy of
the receipts showing payment of the same. The Taxes related to personal property
interests shall all be paid directly by Tenant. Tenant may pay any Taxes in
installments if permitted by law. The Landlord shall promptly deliver to the
Tenant any tax bill received by the Landlord covering only the Premises.

                  6.4      Tenant's Right to Contest Taxes.  Without limiting
the  right of the Landlord to contest any Real Property Taxes levied against
the Premises, the Tenant shall have the right, at its sole expense, to contest
any Taxes (including, without limitation, any valuations serving as the basis
for the same) payable by the Tenant by the commencement and prosecution, in
good faith and with due diligence, of appropriate legal proceedings, provided
that the commencement and prosecution of such legal proceedings does not
jeopardize the Landlord's interest in the Premises during the pendency of the
proceedings, and that the Tenant makes timely payment of the Taxes if the
Tenant loses the contest or there is any risk whatsoever that the Premises may
be sold as a result of such non-payment of taxes. Tenant shall advise Landlord
prior to instituting any such contest and shall as a condition of exercising
such right provide Landlord such reasonable assurance as it may request that
such contest will be in compliance with the provisions of this Section 6.4.
Landlord, at Tenant's sole cost and expense, shall reasonably cooperate with
Tenant in any such contest, shall join in the contest if requested by Tenant,
subject to the provisions of Section 17.19, and shall execute and deliver such
documents 
                           
                                                                 Initial _______

                                       11

<PAGE>   18
and instruments as may be necessary or appropriate for prosecuting an effective
contest.

         7.       Insurance Coverage.

                  7.1      Tenant's Liability Insurance.  The Tenant shall at
all  times carry and maintain, at its sole cost and expense commercial general
liability insurance, insuring the Tenant for at least Three Million Dollars
($3,000,000.00) bodily injury liability for any one occurrence, including at
least One Million Dollars ($1,000,000.00) broad form liability coverage for
damage to property, and Three Million Dollars ($3,000,000.00) general aggregate
coverage insuring against any and all liability of the Tenant with respect to
the Premises, or rising out of the maintenance, use or occupancy of the
Premises, including, without limitation, insuring against bodily injury, death,
personal injury and property damage. Tenant shall also carry dram shop
insurance for uses involving the sale of beer, wine and alcoholic beverages,
with limits for individual recovery at not less than One Million Dollars
($1,000,000.00).
                           
                  7.2      Property Insurance.

                           A.       Construction.  During the construction of 
any New Improvements, Tenant shall maintain builder's risk insurance against
"all risk" of physical loss, including without limitation the perils of collapse
and transit (excluding flood and earthquake), with reasonable deductibles
covering the total cost of work performed, equipment, supplies and materials
furnished on a replacement cost basis, excluding elements of work not normally
replaced after a casualty, such as foundations, caissons and piers. Tenant shall
also maintain insurance covering the cost of delay in completion of said
construction caused by the "all risk" perils referred to in subsection B below.

                           B.       Operations.  At all times during the Term,
Tenant shall obtain and maintain "all risk" insurance coverage at replacement
cost of building and contents against loss or damage. The policy shall also
contain endorsements for flood, if applicable, and boiler and machinery. The
insurance shall also cover the Premises and all fixtures, contents and building
equipment (such as heating, ventilating, air conditioning, mechanical,
electrical and plumbing equipment and the like), and improvements and
alterations made to the Premises, in an amount equal to one hundred percent
(100%) of replacement cost (excluding foundation and excavation, but including
demolition, debris removal and regrading). Such policies shall contain a
"Replacement Cost Endorsement." Subject to the provisions of Article 9, all
proceeds of such insurance shall be used by the Tenant for the use of repairing
and restoring the items covered thereby in accordance with the provisions of
this Lease. The other terms of coverage for the property insurance (excluding
amounts of coverage, which are governed by Section 7.3.B below) shall be subject
to Landlord's approval, which shall not be unreasonably withheld. Tenant shall
obtain and maintain during the Term, combined rental income and/or business
interruption insurance against loss of Tenant's income for a period of twelve
(12) months due to the perils covered by the insurance referred to herein, in an
amount sufficient to cover the Rent payable under the terms of this Lease.

                  7.3      Limits of the Policies.  The limits of the liability 
and property policies shall be reasonably increased from time to time to meet
changed circumstances as set forth below:

                           A.       Liability Coverage Limits.  The minimum 
policy limits set forth above shall be subject to increases in amounts as
Landlord may reasonably require, but not more frequently then every three (3)
years at the time of the annual renewal of said policy; provided, however, that
such increased amount shall not exceed the amount of coverage generally carried
by owners or operators of similar buildings having similar uses in the Black
Hawk and Central City areas from time to time Landlord shall give Tenant at
least thirty (30) days prior notice of any requested changes.

                                                                 Initial _______

                                       12
<PAGE>   19
                           B.       Property Coverage Limits.

                                    (i)  As of or prior to renewal, all property
insurance policies required by Section 7.2 above shall be indexed annually to
reflect a current replacement cost based on the Marshall Swift Index or some
other index reasonably designated by Landlord.

                                    (ii)  The provisions of this Article 7 do 
not affect or limit the Tenant's obligations under Article 9, nor relieve the
Tenant from any responsibility for having insured for less than full replacement
cost if, after a loss, the Improvements or other Improvements are found to be
under-insured. Whenever any amount of property insurance is required to be
changed pursuant to the provisions of this Section 7.3., the limits of the
policy shall be endorsed to provide for the agreed upon replacement cost, and
Tenant shall furnish Landlord with written evidence of such change within thirty
(30) days after the change is to take effect. Provided that the same are to be
applied to restoration under the terms of this Lease, any proceeds of property
insurance received in advance of actual repair of loss shall be deposited in a
bank or trust company as insurance trustee, designated by the Tenant, with the
Landlord's approval, which approval shall not be unreasonably withheld, pursuant
to a notice given to the insurance companies and to the Landlord promptly
following the occurrence of the casualty, which bank or trust company shall have
its principal office in Denver, Colorado, and must have a capital and surplus
account according to its last public statement in excess of Twenty-Five Million
Dollars ($25,000,000.00).

                  7.4      Waiver of Subrogation. Landlord and Tenant each waive
any and all rights to recover against the other or against any other subtenant
or occupant of the Premises, or against the officers, directors, shareholders,
partners, joint venturers, employees, agents, customers, invitees or business
visitors of such other party or of such other subtenant or occupant of the
Premises, for any loss or damage to such waiving party arising from any cause
covered by any "all-risk" or other property coverage required to be carried by
such party pursuant to this Lease or any other property insurance actually
carried by such party, to the extent of the limits of such coverage. Landlord
and Tenant, from time to time, will cause their respective insurers to issue
appropriate waiver of subrogation rights endorsements for those insurance
policies which are referenced in the foregoing waiver.

                  7.5      Mutual Cooperation.  Landlord and Tenant shall 
cooperate with each other in the collection of any insurance proceeds which may
be payable in the event of any loss, including the execution and delivery of any
proof of loss or other actions required to effect recovery.

                  7.6      Policies of Insurance.  Tenant shall pay the cost of
all insurance premiums for insurance required under this Article 7. In the event
that the Tenant fails to procure and maintain any insurance required by this
Article 7, or fails to carry insurance required by law or governmental
regulation, the Landlord may at any time (but without any obligation to do so),
procure such insurance and pay the premiums for the insurance, provided the
Landlord has given the Tenant ten (10) days prior written notice of its
intention to do so. In such event, the Tenant shall repay the Landlord all sums
so paid, together with interest as provided in Section 17.12 and any reasonable
incidental out-of-pocket costs or expenses incurred by the Landlord in
connection with the procurement of such insurance, within thirty (30) days
following the Landlord's written demand to Tenant for such repayment. All
policies of insurance required by this Article 7 shall be issued by insurance
companies with a rating of not less than A-14 as rated in the most currently
available "Best's Insurance Report" (or a then-equivalent rating from such
service or from a similar service, if such rating or reporting service is no
longer available), and qualified to do business in the State of Colorado and
shall be issued in the name of the Tenant as the named insured and the Landlord
as a additional insured thereunder as to liability and the Premises and an
additional interested party as to personal property. Tenant shall provide
evidence to Landlord of the rating and qualification of Tenant's insurance
carrier annually. Executed copies of such policies of insurance shall be
delivered to the Landlord within ten (10) days after the delivery of possession
of the Premises to the Tenant, and thereafter within thirty (30) days subsequent
to the 

                                                                 Initial _______

                                       13

<PAGE>   20
renewal of each insurance policy. As often as any such policy shall expire or
terminate, the Tenant shall procure and maintain renewal or additional policies
in a like manner and to a like extent. All such policies shall contain a
provision that the company writing the policy will give the Landlord thirty (30)
days written notice in advance of any cancellation or lapse of the effective
date, any reduction in the amounts of insurance or any material change in the
coverage, and shall provide further that any losses shall be payable
notwithstanding any act or negligence of Tenant which might otherwise result in
forfeiture of said insurance. All comprehensive general liability and other
property policies shall be written as primary policies and are not to be
construed as being in excess of coverage which the Landlord may carry, at its
sole option.

                  7.7      Mortgagees as Insureds.  Landlord acknowledges and 
agrees that Tenant may name the holder of any Leasehold Mortgage as an
additional insured in connection with any property or liability policy of any
nature which Tenant maintains in connection with the Premises.

                  7.8      Indemnification of Landlord.  Except to the extent 
caused by the gross negligence wilful misconduct of the Landlord or its
employees or members, to the fullest extent permitted by law, Tenant hereby
agrees to defend (with counsel approved by Landlord, which approval shall not be
unreasonably withheld), indemnify and hold Landlord, its members, and employees,
harmless from and against any and all liability, claims, damage, penalties,
actions, demands or expenses of any kind or nature, including, without
limitation, damage to any property (including Landlord's but subject to the
waiver in Section 7.4) and injury (including death) to any person, arising from,
in connection with or concerning this Lease, Tenant's use or occupation of the
Premises or the Improvements, or from any activity, work or things done,
permitted or suffered by Tenant or any omission of Tenant on or about the
Premises or the Improvements or elsewhere, or from any breach or default by
Tenant in the performance of any of its obligations hereunder, or any of the
foregoing acts or omissions by any of Tenant's agents, employees, contractors,
subcontractors or invitees, or from any litigation concerning any of the
foregoing in which Landlord is made a party defendant. This, obligation to
indemnify shall include reasonable attorneys' fees and investigation costs and
all other reasonable costs, expenses and liabilities incurred by Landlord or its
counsel from the first notice that any claim or demand is to be made or may be
made. Tenant agrees that its obligations shall survive the expiration or earlier
termination of this Lease.

                  7.9      Compliance with Insurance.  Throughout the Term of 
this Lease, Tenant, at its sole expense, will comply promptly and fully with the
provisions of any policy of insurance covering any or all of the Premises as
required, pursuant to the provisions of this Article 7 to be maintained by the
Tenant, whether such provisions relate to all or any portion of the Premises or
the use or manner of use thereof, and relate to matters which are foreseen or
unforeseen.

         8.       Utilities.

                  8.1      Service Lines and Taps.  Tenant shall bear all costs
and expenses related to extension, upgrading, and or upsizing any existing
utility lines serving the Premises. Further, Tenant at its sole cost and expense
shall be solely responsible for applying for and obtaining all taps, fees and or
permits necessary to enable the Premises to be served by utilities.

                  8.2      No Warranty.  Landlord does not warrant or guarantee 
the continued availability of any or all of the utilities. In no event shall the
interruption, diminution or cessation of such utilities be construed as an
actual or constructive eviction of Tenant nor, except as expressly provided
herein regarding an abatement of Rent, shall Tenant be entitled to any abatement
of its obligations under this Lease on account thereof. In the event that a
deposit is required by a public or quasi-public body in order to obtain such
utilities, Tenant agrees and covenants to pay such charge or deposit (or its
share thereof); such deposit shall remain the property of Tenant and be refunded
to Tenant, in the event such deposit becomes refundable at any time. Any money
so paid shall not entitle Tenant to an offset or reduction of any rent liability
hereunder, nor shall Landlord be obligated to return, repay or credit Tenant for
any such 


                                                                 Initial _______



                                       14
<PAGE>   21
deposit (except and unless such deposit is refunded to Landlord).

                  8.3      Payment for Service.  The Tenant shall pay or cause 
to be paid, before any notice of delinquency, at its sole cost and expense, all
charges for water, gas, heat, electricity, power, telephone or any other
communications services, sewer service charges and any other utilities charged
or attributable to the Premises, and all other charges for services or utilities
of any kind or nature used in, upon or about the Premises by the Tenant,
including the cost of installing meters for such utility charges.
Notwithstanding the foregoing, the Tenant shall have the right to contest any
such charges so long as Tenant diligently prosecutes the same pursuant to
appropriate legal proceedings. If any such charge leads to a mechanic's or other
lien claim against the Premises, such contest shall also be conducted in
conformity with the standards hereof for contesting mechanic's lien claims. The
Tenant or its permitted subtenants or assigns shall contract in their name for
and promptly pay all such utility charges.

                  8.4      Interruption of Services.  If provision of utilities 
to the Premises is interrupted to the extent that Tenant cannot operate the
Casino, due to no fault of Tenant's, its agents or employees for a period of
twenty (20) consecutive days then Tenant's obligation to pay Rent shall be
abated following the 20th day of such interruption until the same are restored.

         9.       Damage by Fire or Other Casualty.

                  9.1      Restoration.

                           A.       Tenant's Obligation.  If the Improvements 
shall be damaged by fire or other casualty, the Tenant shall with the proceeds
of all insurance policies maintained pursuant to Article 7, cause the damage to
be repaired to the extent such proceeds are available. Provided, however, the
amount of any deductible, any insurance proceeds taken by a Leasehold Mortgagee,
and any amounts attributable to Tenant's having failed to maintain insurance in
accordance with the requirements of this Lease shall be Tenant's responsibility
and construed as a part of the "available insurance proceeds." All insurance
proceeds shall be used solely for the purposes of repair and restoration of the
Premises. Subject to the following provisions of this Article 9, neither this
Lease nor the Rent payable by the Tenant to the Landlord shall be affected by
any damage or destruction of the Premises.

                           B.       Landlord's Contribution.  If the cost of 
repairing and restoring the Premises exceeds the available insurance proceeds,
("Restoration Shortfall") then Landlord and Tenant shall contribute equally to
the Restoration Shortfall and Landlord will make available to Tenant Landlord's
share of the Restoration Shortfall, within 30 days following Landlord's receipt
of reasonable evidence of such amount and confirmation that all available
insurance proceeds have been expended for such repair and restoration by Tenant
in accordance with the provisions hereof and that Tenant has contributed its
share of the Restoration Shortfall.

                  9.2      Termination by Tenant or Landlord/Extension for 
Repair Period.   
         Notwithstanding the provisions of Section 9.1 above, if the Restoration
Shortfall exceeds $200,000 in the aggregate, and neither Landlord nor Tenant
elect (which they shall have the right, but not the obligation to so do by
notice to the other within 15 days of determination of the Restoration
Shortfall) to contribute more than their respective share of the Restoration
Shortfall, then within 30 days following the determination of such facts, either
Landlord or Tenant shall have the right by written notice to the other party to
terminate this Lease, in which event such termination will be deemed effective
as of the date of the casualty. If the provisions of the preceding sentence are
applicable, and no notice of termination is given, then it shall be presumed
that both parties have agreed to contribute 50% of the entire Restoration
Shortfall and the provisions of Section 9.1 above shall control. Alternatively,
if either Landlord or Tenant elects to exercise its right to terminate, and the
other party elects to make an additional contribution to the Restoration
Shortfall (which election must be made within 15 days following receipt of the
termination notice), than Tenant shall proceed to repair and restore the
Improvements as required herein. Further, in the event of a casualty, Tenant
shall have an 


                                                                 Initial
                                                                         -----

                                       15
<PAGE>   22
election to extend the term of this Lease for any qualifying casualty that
occurs within any Lease Year of the Term for a period of time equal to the time
required to repair or restore the Premises to their condition existing prior to
the occurrence of such casualty. It being the intent of all parties hereto that
Tenant shall be entitled to the full Term contemplated herein of operation. Such
right to extend the term hereof for such period of time must be exercised, if at
all, not later than 30 days following the date of such casualty.

         10. Condemnation.

                  10.1 Total Condemnation.  If during the Term of this Lease, 
the whole or substantially all of the Premises, including the Improvements,
shall be taken for a public or quasi-public use by the exercise of the power of
eminent domain or by purchase under threat of condemnation, this Lease shall
terminate on the date the condemning authority actually takes possession of the
real property and the Rent and other sums and charges required to be paid by
Tenant hereunder shall be appropriately prorated and paid to such date of
taking. In the event of any such taking, Landlord and Tenant shall together make
one claim for an award for their combined interests in the Premises and the
Improvements, including any award for severance damages if less than the whole
shall be so taken. The net award and proceeds received (after reduction of
reasonable fees and expenses of collection, including, but not limited to,
reasonable attorneys' fees and experts' fees) shall be paid in the following
order:

                           A.       First, Landlord shall receive an amount 
equal to the fair market value of the Premises (as of the date of such
condemnation), such fair market value to be determined based on the Premises in
an improved condition (based on the Improvements in place as of the Commencement
Date) at its highest and best use without consideration of this Lease together
with the value of Landlord's reversionary interest in the New Improvements (to
the extent they added to or increased the value of the Improvements existing on
the Commencement Date) which Tenant has made during the Term. Such reversionary
interest shall be determined based upon the number of months elapsed during the
Lease Term from the Commencement Date to the date of the condemnation compared
to the number of months during the entire Term (including the First (or Second)
Extension Term, as applicable, if the time period for waiver has occurred prior
to the occurrence of such condemnation and same has not been timely waived). For
example, if such total condemnation occurred during the 18th month of the First
Extension Term, the value of the New Improvements accruing to Landlord would be
78/120ths of the total value, with the balance of such value (42/120) accruing
to Tenant (the aggregate of the land and reversionary value may be referred to
in this Lease as the "Landlord's Value").

                           B.       Second, the mortgagees of the Leasehold 
Mortgage shall receive, in the order of the priority of their mortgages (first
mortgage, second mortgage, etc.), the unpaid principal and interest and other
indebtedness secured by such Leasehold Mortgage.

                           C. Third, the balance of such award shall belong to
Tenant.

                  10.2     Partial Condemnation.  If less than the whole or 
substantially all of the Premises shall be taken for any public or quasi-public
use under the power of eminent domain or by purchase under threat of
condemnation, this Lease shall continue in force and effect, and Tenant shall
give prompt notice thereof to Landlord and shall proceed, with reasonable
diligence, to perform any necessary repairs and to restore the Premises to an
economically viable unit in strict accordance with all governmental regulations
and as nearly as possible to the condition the Premises were in immediately
prior to such taking; provided, however, if the proceeds are insufficient for
the repair and restoration of the Premises, then the shortfall shall be deemed
to be a Restoration Shortfall, and the provisions set forth above in Sections
9.1 and 9.2 shall apply with respect to the respective rights and obligations of
Landlord and Tenant to contribute to any Restoration Shortfall or to terminate
this Lease. All awards payable as a result of any such taking, including
severance damages (after deducting reasonable fees and expenses of collection,
including, but not limited to, reasonable attorneys' and experts' fees) shall be
paid in the following order:

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                                       16
<PAGE>   23
                           A.       First, to Tenant, or as Tenant may direct, 
as the restoration of the portion of the Premises not taken progresses, to pay
or reimburse Tenant for the costs of such restoration. However, if Tenant does
not promptly commence and thereafter complete the restoration required by this
Section and Landlord shall have caused the termination of the Lease by reason
thereof, such award shall be paid to Landlord upon termination of this Lease.

                           B.       Second, to Landlord an amount equal to 
Landlord's Value times a fraction, the numerator of which is the number of
square feet contained in the portion of the Premises so taken, and the
denominator of which is the number of square feet contained in the Premises;
plus any accrued but unpaid Rent.

                           C.       Third, to the mortgagees whose Leasehold 
Mortgages encumber Tenant's leasehold estate (in the order of the priority of
their mortgages) to the extent required under the terms and provisions of such
mortgages.

                           D.       The remainder of the award shall belong
to Tenant.

                  10.3     No Reduction of Rent.  There shall be no reduction in
Rent as a result of any such condemnation, unless more than 10% of the floor
area of the Improvements are permanently taken, in which event the Base Rent
shall be reduced proportionately based on the total square footage of the
Improvements so taken compared to the total square footage of the Improvements
immediately prior to the taking.

                  10.4     Substantially All.  As used herein, a taking of 
substantially all of the Premises shall mean a taking of such portion of the
Premises (but less than the whole thereof) or all or such portion of the
appurtenances to the Premises, areas outside the boundaries thereof, or rights
in adjoining streets as leaves remaining a balance which cannot be economically
operated in Tenant's opinion for the purpose for which the Premises was operated
prior to such taking. Any other taking of a portion of the Premises,
appurtenances, areas outside the boundaries thereof, or rights in adjoining
streets, other than a taking of the whole or substantially all (as defined
above) of the Premises shall be deemed a taking of less than substantially all
of the Premises.

                  10.5     Temporary Condemnation.  If the temporary use of the 
whole or any part of the Premises shall be taken, this Lease shall not be
affected in any way and Tenant shall continue to pay all Rent payable by Tenant
hereunder, and Tenant shall receive any award therefor. A temporary taking shall
be one that is of ninety (90) days or less duration.

                  10.6     Pending Proceedings with the City of Black Hawk. 
Landlord and Tenant acknowledge that there is currently a proceeding/dispute
with the City of Black Hawk (the "City") regarding the economic effects and
resulting costs of certain actions it has taken in connection with widening and
raising certain roads abutting the Premises ("Pending Claim"). Landlord and
Tenant agree that Landlord has heretofore and will continue to pursue the
Pending Claim. All costs associated with the actual repair, and restoration and
remodeling work performed as a result of the raising of Main Street, all costs
associated with the Pending Claim (including in kind costs incurred by Landlord
and/or Tenant prior to the date hereof in connection with such matter) and all
costs associated with any acquisition of Backus Street adjacent to the Parking
Lot and/or Backus Property which are incurred as a result of the City's
agreement to allow such acquisition (collectively "Claim Costs") will be borne
equally by Landlord and Tenant. Landlord and Tenant acknowledge that certain of
the Claim Costs have been incurred prior to the Commencement date and as to
certain of such Costs, Tenant will seek and may obtain reimbursement from the
tenant under the Existing Lease. Landlord's right to receive contribution from
Tenant for Tenant's share of all Claim Costs is not conditioned or dependent on
such prior tenant performing its obligations or making any payments it has
agreed to make to Tenant. To the extent either Landlord or Tenant has incurred
any Claim Costs, the party seeking reimbursement thereof will provide the other
party with an itemized statement for 

                                                                 Initial _______

                                       17

<PAGE>   24
such costs and expenses and the party obligated to make such reimbursement will
do so promptly upon receipt of such statement(s), from time to time. To the
extent that there is any recovery attributable to the Pending Claim, the amount
of such recovery will be split equally between Landlord and Tenant. Any award
given shall first be applied towards the reimbursement of expenses incurred by
Landlord and/or Tenant in connection with the Pending Claim. Services performed
by Landlord's members or Tenant's employees shall be compensated at the rate of
$100 per hour.

                  10.7     Proceedings.  In any condemnation proceeding 
affecting the Premises which affects the interest of Landlord and Tenant herein,
both parties, as well as any mortgagee, shall have the right to appear in and
defend against such action as they deem proper in accordance with their own
interest. To the extent possible, the parties shall cooperate to maximize the
award payable by reason of the condemnation. Issues between Landlord and Tenant
required to be resolved pursuant to this Section shall be joined in such
condemnation proceeding to the extent permissible under then applicable
procedural rules of such court of law or equity for the purposes of avoiding
multiplicity of action and minimizing the expenses of the parties, or in the
absence of any appropriate proceeding or if the issue in dispute cannot be
joined in such proceedings, such issue shall be determined by separate
proceedings.

         11.      Assignment, Subletting, and Encumbrancing.

                  11.1     Assignment and Subletting.

                           A.       Approvals Required.  Except as provided in 
Section 11.3 below, the Tenant shall not assign or transfer this Lease, or any
interest in this Lease, and shall not sublet the Premises or any part of the
Premises without, in each case, first obtaining the prior consent of the
Landlord, which shall not be unreasonably withheld if the proposed assignee or
subtenant:

                                    (i) has sufficient financial capabilities
for performing Tenant's obligations under this Lease or the subtenant's
obligations under the sublease, whichever is applicable;

                                    (ii)  has sufficient experience in 
operating, managing and maintaining similar gaming establishments to provide
reasonable assurance to Landlord that there will be no interruption of or
diminution of the Rent; and

                                    (iii) is qualified to obtain all licenses
required for such assignee to operate the Premises in the manner required
hereunder.

Landlord's approval shall be deemed given if it does not give written notice of
disapproval within twenty (20) days after Tenant gives notice requesting such
approval; provided, that such period shall be forty-five (45) days in the case
of any assignment by Tenant of all of its rights and interests hereunder. If all
such licenses are not timely obtained, such approval shall be deemed withdrawn
upon written notice from Landlord to Tenant.

                           B.       Effect of Assignment.  If Tenant attempts to
make any assignment or subletting without the requisite consent, if any, of the
Landlord, such assignment or subletting shall be void. Any consent by Landlord
to any assignment of this Lease or any consent by Landlord to any sublease of
the Premises shall not constitute a waiver by the Landlord of the provisions of
this Section 11 as to subsequent transactions of the same or similar nature.
Notwithstanding any assignment or subletting, including any under the provisions
of this Section 11.1 or Section 11.3 below. Tenant shall remain liable for the
full performance of the terms, conditions and obligations under this Lease
unless Landlord otherwise expressly provides to the contrary by written
agreement. Any assignee or subtenant shall be bound by the use limitations in
Section 1.2 hereof.

                                                                 Initial _______


                                       18

<PAGE>   25
                  11.2     Financing.

                           A.       By Landlord.  Landlord shall have the right
to subject Landlord's interest herein to a mortgage or deed of trust, or to
effect a sale, conveyance or assignment of its interest in the Premises in whole
or in part, provided that: (a) Tenant's gaming and liquor licenses are not
suspended, terminated or otherwise adversely affected as a result of such
action; (b) such mortgage, deed of trust, or transfer shall be subordinate to
and subject to the terms and provisions of the Lease and Tenant's rights and
remedies under the Lease; and (c) Landlord gives prior written notice to Tenant
of all terms and provisions of such mortgage or deed of trust (including
documents incorporated therein by reference), and upon the occurrence of a sale,
transfer or conveyance and provides reasonable evidence that the terms of (a)
and (b) are met. The mortgagee or holder of the beneficiaries rights under a
deed of trust entered into in accordance with the terms of this Section is
referred to in this Lease as a "Fee Mortgagee" and such document is referred to
as a "Fee Mortgage." If the interest of Landlord is transferred to any person,
firm, conveyance or corporation by reason of foreclosure or other proceedings
for enforcement of any mortgage or deed of trust, by delivery of a deed in lieu
of such foreclosure or other proceedings, Tenant shall immediately and
automatically attorn to such person, firm, company or corporation, subject to
the provisions of this Lease. No such transfer may be made which would in any
way prevent or impair Tenant's ability to operate the Premises in the manner
provided herein.

                           B.       Tenant's Rights.  Tenant may, at any time or
from time to time mortgage the leasehold estate, so long as Tenant is in
compliance with all terms, conditions, and provisions of this Lease. In no event
shall Landlord have any obligation to subject its interest in the Premises or
this Lease to the lien of any mortgage by Tenant incurred in connection with
financing construction of improvements on the Premises or otherwise. Such right
of Tenant to mortgage the leasehold estate shall be a continuing right and shall
not be deemed to be exhausted by the exercise thereof on one or more occasions.
Any such mortgage shall be expressly subject to the provisions of this Lease,
shall not to any extent encumber all or any portion of Landlord's interest in
the Premises. Any such leasehold mortgage shall provide:

                                    (i)  The indebtedness secured thereby shall 
be payable in equal regularly amortizing installments that will give rise to a
full repayment and extinguishment of the indebtedness no later than the
expiration of the Initial Term;

                                    (ii) The principal amount of the loan will
not exceed the fair market value of the leasehold estate for the Initial Term.

The loan documents shall specifically provide that any condemnation or insurance
proceeds available as a result of an action in eminent domain or insured
casualty shall be made available to Tenant to repair and restore the
Improvements in accordance with this Lease, unless Landlord agrees to the
contrary, which it shall have the right to do in its sole discretion. The
documents evidencing any such leasehold mortgage shall be subject to the prior
written approval of Landlord which approval shall not be unreasonably withheld
or delayed; upon approval by Landlord in accordance with the terms hereof, any
such leasehold mortgage shall be deemed a "Leasehold Mortgage" hereunder. Each
mortgagee under a Leasehold Mortgage (hereinafter referred to as a "Leasehold
Mortgagee") shall be deemed to have agreed that in the event of any default of
this Lease which is not cured as provided herein (unless such default is not
required to be cured by the Leasehold Mortgagee), following which a termination
of this Lease b Landlord occurs, the Leasehold Mortgagee shall not thereafter
have any rights whatsoever in this Lease, or in the Improvements, or Premises,
all interest having reverted to Landlord as a result of the termination of this
Lease, and upon request of Landlord, the Leasehold Mortgagee will execute any
releases and similar documents requested by Landlord to evidence such
termination any reversion of Tenant's interest. A Leasehold Mortgagee shall be
deemed to have agreed to reimburse Landlord for all reasonable costs, including
attorneys' fees, incurred by Landlord in obtaining such releases and similar
documents if such documents are not delivered to Landlord within ten (10) days
following written request therefor. In the event of any default by Tenant 

                                                                 Initial _______

                                       19

<PAGE>   26
under this Lease, Landlord shall give to any Leasehold Mortgagee notice (sent in
the manner described below, addressed to any address designated by such
mortgagee) of any defaults of Tenant concurrently with giving notice thereof to
Tenant, and an opportunity shall be afforded to such mortgagee to cure such
default as provided hereinafter, including time to obtain possession of the
Premises if this should be necessary to effect a cure. Notwithstanding anything
contained herein to the contrary, there shall not be any obligation on Landlord
to give notice to any a Leasehold Mortgagee unless either Tenant or such
mortgagee shall have given Landlord notice in the manner herein provided of the
name and address of the Leasehold Mortgagee.

                           C.       Leasehold Mortgagee's General Cure Rights.
Landlord, prior to terminating this Lease or exercising any other right or
remedy hereunder for a default by Tenant (as defined in Section 16 hereof),
shall give each Leasehold Mortgagee written notice of the pertinent default by
Tenant and thirty (30) days thereafter in which to cure the same, or, if the
subject default by Tenant is of such a nature that the same cannot reasonably be
cured within said thirty (30) day period, then the Leasehold Mortgagee's cure
period shall be extended for so long as the Leasehold Mortgagee diligently
pursues the cure to completion, for a period not to exceed ninety (90) days.
Furthermore, in the event this Lease is terminated in accordance with this Lease
or by provision of law, or in the event Landlord dispossesses Tenant pursuant to
Section 12.2 hereof, Landlord shall give each Leasehold Mortgagee written notice
thereof within ten (10) days prior to the termination or dispossession. Landlord
and Tenant agree that any mutual termination, cancellation or rescission of this
Lease by Landlord and Tenant shall be effective only if the same is given the
prior written approval of any Leasehold Mortgagee.

                  11.3     Permitted Assignment by Tenant.  Notwithstanding 
anything to the contrary set forth herein, Tenant shall have the right without
obtaining Landlord's prior consent, or requiring compliance with Section 16.2
below, to assign, transfer or sublet all or any portion of its interest herein
to any subsidiary or affiliate 100% owned by the Tenant or Guarantor, or entity
which acquires 100% of Tenant's or Guarantor's stock or assets by way of merger
or otherwise; provided in each instance, Tenant provides Landlord with not less
than thirty (30) days prior written notice of such intended transfer and
provides reasonable evidence that any such assignee or transferee meets the
requirements set forth in Section 11.1 above. In no event will such assignment
operate as a release of Guarantor hereunder.

                  11.4     Transfers by Landlord.

                           A.       Notwithstanding anything to the contrary set
forth herein, Landlord shall have the right without requiring compliance with
Section 16.2 below, to assign, transfer, or otherwise convey all or any portion
of its interest herein to any subsidiary or affiliate 100% owned by the Landlord
or entity which acquires 100% of Landlord's assets by way of merger or
otherwise. Following compliance with Section 16.2, below, nothing in this Lease
shall restrict the right of Landlord to sell, convey, assign or otherwise deal
with the Premises or this Lease subject to the terms and provisions of this
Lease.

                           B.        Subject to the terms of this Section 11.4,
a sale, conveyance or assignment of the Premises or this Lease shall operate to
release Landlord from liability which arises hereunder from and after the
effective date of such sale, conveyance, or assignment. In no event shall
Landlord be relieved of any liability to Tenant arising prior to the effective
date of such sale, conveyance or assignment. This Lease shall not be affected by
any such sale, conveyance or assignment, and Tenant shall attorn to Landlord's
successor in interest thereunder provided that such successor attorns to Tenant
and any funds in which Tenant has an interest in the hands of Landlord or the
then grantor at the time of such transfer shall be turned over to the grantee.
Nothing contained herein shall be applicable to a sale of the Premises to Tenant
in accordance with the provisions hereof.

         12. Default by Tenant.

                  12.1     Defined.  Any of the following events shall 
constitute a default under this

                                                                 Initial _______

                                       20

<PAGE>   27
Lease by the Tenant:

                           A.       The Tenant's failure to make any payment of 
Rent or other payment required by this Lease when it is due and the continuance
of such failure for a period of fifteen (15) days after the date such payment
was due; provided, however, if Tenant has no actual or constructive knowledge of
its obligation to pay any amount of Rent other than Base Rent or Percentage
Rent, it shall not be deemed to be in default hereunder until fifteen (15) days
following receipt of notice that such payment was required (there being no
further grace period allowed for any such late payment of other amounts of
Rent).

                           B.       Following the Commencement Date, the 
abandonment of the Premises by the Tenant, but not including mere vacation as
may be necessary to facilitate the reoccupancy of the Premises for a permitted
use pursuant to an assignment or subletting authorized under the terms of this
Lease, or except as caused by any casualty or condemnation or as ordered by any
legal authority having jurisdiction (and not in response to a request of
Tenant).

                           C.       The making by the Tenant of any general 
assignment or general arrangement for the benefit of creditors; the filing by or
against the Tenant of a petition to have the Tenant adjudged bankrupt or a
petition for reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against the Tenant, such petition is
dismissed within 90 days); the taking of any action by Tenant to authorize any
of the foregoing actions on behalf of Tenant; the appointment of a trustee or
receiver to take possession of substantially all of the Tenant's assets located
at the Premises or of the Tenant's interest in this Lease (unless possession is
restored to the Tenant within 60 days); or the attachment, execution or other
judicial seizure of substantially all of the Tenant's assets located at the
Premises or of the Tenant's interest in this Lease (unless such seizure is
discharged within 30 days);

                           D.       Except as expressly permitted by the Section
hereof dealing with Assignment, any attempted assignment of this Lease or
subletting of the Premises or any portion thereof (which term shall not include
negotiations with a prospective assignee);

                           E.       The failure by the Tenant to observe, 
perform or comply with any material term, condition or obligation in this Lease
not already specifically mentioned in this Section 12.1, where such failure
continues for thirty (30) days after the Landlord gives the Tenant written
notice of such failure; provided, however, that if the nature of the Tenant's
failure is such that more than thirty (30) days are reasonably required for its
cure, then the Tenant shall not be in default if it begins to undertake action
to cure the failure within the thirty (30) day period and thereafter prosecutes
such cure to completion with due diligence and in good faith, such completion to
occur within ninety (90) days; and provided further, that if Tenant's failure is
in the giving of any notice or the doing of any task or thing at a particular
time or times, then it shall be deemed a sufficient cure for the purposes hereof
if such notice is given or thing is done within such thirty (30) day cure period
(extended as may be necessary for the due diligence completion of any such thing
to be done, but not to exceed ninety (90) days thereafter), notwithstanding that
Tenant's performance thereof will not occur at the time or times specified
herein. Any cure period shall terminate at any time that the subject breach
becomes incurable or that the cure efforts become futile.

                           F.  Any material default or material failure by 
Tenant to perform its obligations under any lease hereafter entered into with
respect to the Parking Lot or the Backus Property or the Co-Ownership Agreement,
which is not cured or remedied within applicable cure periods provided
thereunder.

                  12.2     Landlord's Remedies.  In the event of any default by 
the Tenant, after the expiration of applicable cure periods, the Landlord shall
have the right, at its election, then or at any time thereafter, to exercise any
one of more of the following remedies in accordance with applicable law:

                                                                 Initial _______


                                       21

<PAGE>   28

                           A.       At the Landlord's option, but without any 
obligation to do so and without releasing the Tenant from any obligations under
this Lease, the Landlord may make any payment or take any action to cure any
such default by Tenant in such manner and to such extent as the Landlord may in
good faith deem necessary or desirable. The Tenant shall then pay to the
Landlord, within thirty (30) days after demand, all sums paid and costs and
expenses reasonably incurred by the Landlord in connection with the making of
any such payment or the taking of any such action, including reasonable
attorneys' fees, together with interest as specified in Section 17.12. The
actions which the Landlord is authorized to take under this Section 12.2 shall
include but not be limited to commencing, appearing in, defending or otherwise
participating in any action or proceeding and paying, purchasing, contesting or
compromising any claim, right, encumbrance, charge or lien with respect to the
Premises which the Landlord reasonably deems necessary to protect its interests
in the Premises or under this Lease. In the case of any breach or default by
Tenant, Landlord shall use reasonable efforts to mitigate its damages.

                           B.       By giving the Tenant written notice in 
accordance with the Colorado forcible entry and detainer laws, the Landlord may
terminate this Lease as of the date of the Tenant's default, or as of any later
date specified in the notice and may demand and recover possession of the
Premises from the Tenant. Upon receipt of such notice, the Tenant shall
immediately surrender possession of the Premises to the Landlord. In
surrendering possession, Tenant and its assignees, subtenants, licensees, and
invitees, subject in all events to Landlord's rights under Section 17.22 below,
shall be entitled to remove and retain all of their removable trade fixtures and
other personal property located on the Premises, so long as the removal is
completed within ten (10) days after the notice is given. In connection with
such termination, the Landlord shall be entitled to recover from the Tenant as
damages: (a) the worth at the time of the award of the unpaid Rent which is due
and payable at the time of the termination; (b) the worth at the time of the
award of the amount, if any, by which the unpaid Rent which would have been
earned after termination until the time of the award exceeds fair rental value
of the Premises for the same period; and (c) the worth at the time of award of
the amount, if any, by which the unpaid Rent for the balance of the Lease Term
after the time of award exceeds the fair rental value of the Premises for the
same period. The computation of the Premises' fair rental value shall include
deductions for Landlord's actual out-of-pocket costs of recovering possession of
the Premises, reasonable expenses of reletting (including advertising),
brokerage commissions and fees, reasonable costs of putting the Premises in good
order, condition and repair (including necessary renovation and alteration of
the Premises), reasonable attorneys' fees, court costs, all costs for
maintaining the Premises, and all costs incurred in the appointment of and
performance by a receiver to protect the Premises or the Landlord's interests
under the Lease. The "worth at the time of award" of the amounts referred to in
clauses (a) and (b) above shall be computed by allowing interest at the rate
specified in Section 17.12. The "worth at the time of award" of the amount
referred to in clause (c) above shall be computed by discounting such amount at
one percentage point above the discount rate of the Federal Reserve Bank of
Kansas City at the time of award.

                           C.       The Landlord may re-enter and take 
possession of all or any part of the Premises, without further demand or notice
(except as required by the Colorado forcible entry and detainer laws), and expel
the Tenant or any party claiming any right to the Premises by or under the
Tenant and may remove any personal property in the Premises (subject to the
prior rights of the Tenant and those claiming by, through and under Tenant to
remove and retain personal property, as set forth in Section 12.2(ii) above),
without prejudice to any remedies for delinquent rent or right to bring any
proceeding for breach of this Lease. Any such action by the Landlord shall not
be construed as an election by the Landlord to terminate this Lease unless a
written notice of such election is given to the Tenant. After recovering
possession of the Premises, the Landlord shall use reasonable efforts to relet
the Premises, at a commercially reasonable rent and on otherwise commercially
reasonable terms giving consideration to the Improvements on the Premises, the
uses specified in Section 1.2. The Landlord may make such repairs and
alterations as may reasonably be necessary to accomplish such reletting, and the
Tenant shall reimburse the Landlord within thirty (30) days after demand for all
costs and expenses which the Landlord reasonably incurs in connection with such
reletting. The Landlord 

                                                                 Initial _______

                                       22

<PAGE>   29
shall collect and receive the rents from such reletting for the account of the
Tenant. Notwithstanding the Landlord's recovery of possession of the Premises,
so long as this Lease is not terminated, the Tenant shall continue to pay all
Rent, and other amounts required to be paid if the repossession had not
occurred, on the specified dates, less any amounts collected by the Landlord
from reletting the Premises. It is expressly agreed and understood that active
maintenance or preservation, or efforts to relet the Premises, or the
appointment of a receiver at the initiative of the Landlord to protect the
Landlord's interests under this Lease, shall not constitute a termination of
this Lease. No surrender to Landlord of this Lease or of the Premises or the
Improvements, or of any part thereof or any interest therein, shall be valid or
effective unless agreed to and accepted in writing by Landlord; and no act by
Landlord or any representative or agent thereof, other than a written agreement
and acceptance by Landlord, shall constitute an acceptance of any such
surrender. In the event that there shall be any Leasehold Mortgage, the
Leasehold Mortgagee must also consent to any such surrender.

                   12.3     Suspension of Landlord's Obligations.   In the event
of the occurrence of any of the defaults specified in Section 12.1, if the
Landlord shall choose not to exercise its remedies under Section 12.2 hereof, or
by law shall not be able to exercise such remedies, then, in addition to any
other rights of the Landlord under this Lease or by law, and, until the subject
default is cured, neither the Tenant, as debtor-in-possession, nor any trustee
or other person acting on behalf of Tenant in any bankruptcy or similar
proceeding affecting Tenant (the "Assuming Tenant"), shall be entitled to assume
this Lease unless, on or before the date of such assumption, the Assuming Tenant
(x) cures, or provides assurance that the latter will promptly cure, any
existing default under this Lease, such cure to be completed within the time
frames set forth in Section 12.1 above measured from the date of such assumption
(y) compensates, or provides adequate assurance that the Assuming Tenant will
compensate, the Landlord for any pecuniary loss (including, without limitation,
reasonable attorneys' fees and disbursements) resulting from such default, and
(z) provides adequate assurance of future performance under this Lease,
including, without limitation, its ability to operate the Improvements in the
manner contemplated herein.

                  12.4     Bankruptcy Remedies.  Nothing contained in this Lease
shall limit or prejudice the right of the Landlord to prove and obtain as
liquidated damages in any bankruptcy, insolvency, receivership, reorganization
or dissolution proceedings involving the Tenant, an amount equal to the maximum
allowable by any statute or rule of law governing such proceeding in effect at
the time when such damages are to be proved.

                  12.5     Remedies Cumulative.  Each of the remedies described 
above, and all remedies available to Landlord at law or at equity for a default
by Tenant, shall be cumulative with and in addition to one another and may be
exercised simultaneously or successively, as the Landlord may deem appropriate,
without any exercise of one remedy being deemed an election of remedies or a
waiver to the exclusion of any other remedy.

         13. Default by Landlord.

                  13.1     Defined.  Each of the following shall constitute a 
default by Landlord under this Lease:

                           A.       If the Landlord shall fail to pay when due 
any amounts owing from the Landlord to the Tenant under the terms of this Lease,
and such failure shall continue for thirty (30) days after Landlord is in actual
receipt of written notice of such failure from the Tenant.

                           B.       If the Landlord fails to comply with any 
material term, condition or obligation of the Landlord's in this Lease not
otherwise mentioned in this Section 13.1, and such failure to comply continues
for a period of thirty (30) days after the Tenant gives the Landlord written
notice of such failure, unless such failure cannot reasonably be cured within
such thirty (30) day period, in which event the cure period shall extend so long
as Landlord 

                                                                 Initial _______

                                       23

<PAGE>   30
begins to undertake action to cure such failure within such 30 days and
thereafter prosecutes such cure to completion with due diligence and in good
faith; and provided further, that if Landlord's failure is in the giving of any
notice or the doing of any task or thing at a particular time or times, then it
shall be deemed a sufficient cure for the purposes hereof if such notice is
given or thing is done within such thirty (30) day cure period (extended as may
be necessary for the due diligence completion of any such thing to be done)
notwithstanding that Landlord's performance thereof will not occur at the time
or times specified herein. Tenant waives the right to claim a constructive
eviction hereunder unless Landlord has been given written notice of the facts
giving rise to such claim and the opportunity to cure, as provided above.

                  13.2     Tenant's Remedies.  Upon the occurrence of any 
default by Landlord, after the expiration of applicable cure periods, the Tenant
shall have the right, at its election, then or at any time thereafter, to
exercise any one or more of the following remedies:

                           A.       Tenant may, at the Tenant's option, without 
obligation to do so and without releasing the Landlord from any obligation under
this Lease, make any payment or take any action to cure any such default by the
Landlord in such manner and to such extent as the Tenant may in good faith deem
the same necessary or reasonable. The Landlord shall pay to the Tenant within
thirty (30) days after demand for all sums paid and costs and expenses
reasonably incurred by the Tenant in connection with such action, including
reasonable attorneys' fees, together with interest on all sums as specified in
Section 17.12. Tenant at its election may also offset all such sums and interest
against the Rent. Actions taken by the Tenant may include commencing, appearing
in, defending, or otherwise participating in any action or proceeding and
paying, purchasing, contesting or compromising any claim, right, encumbrance,
charge or lien affecting the Premises which the Tenant reasonably deems neces
sary to protect the Tenant's interest in the Premises or under this Lease.

                           B.       By giving the Landlord written notice, the 
Tenant may terminate this Lease as of the date of the default by the Landlord,
or as of any later date specified in the notice, but only so long as Landlord's
default causes a material impairment of the ability of Tenant to use, occupy and
enjoy the Premises. The Rent shall be apportioned to the date of termination. In
connection with any such termination, Tenant shall be entitled to recover as
damages its direct proximate actual damages, including reasonable attorneys'
fees (excluding, however, any resulting lost profits and consequential damages)
(a) the value of the right to use, occupy and enjoy the Improvements for what
otherwise would have been the remainder of the Lease Term and also for any
Extension Term (only if exercised as of such date), and (b) Tenant's reasonable
costs and losses incurred in connection with the resulting relocation.
Notwithstanding anything to the contrary provided in this Lease, it is specif
cally understood and agreed, such agreement being primary consideration for the
execution of this Lease by Landlord, that there shall be absolutely no personal
liability on the part of Landlord, their successors, assigns, legally-appointed
representatives, or any mortgagee in possession (for the purpose of this
paragraph collectively referred to as "Landlord") with respect to any of the
terms, covenants, and conditions of this Lease beyond their respective interests
in this Lease and the Premises, and the Tenant shall look solely to the interest
of Landlord in this Lease and the Premises for the satisfaction of each and
every remedy of Tenant in the event of any breach by Landlord of any of the
terms, covenants and conditions of this Lease to be performed by Landlord, such
exculpation of liability to be absolute and without any exception whatsoever.
Notwithstanding the foregoing, nothing shall prevent Tenant from naming Landlord
personally in any action for injunctive relief or an action for the purposes of
seeking a judgment against Landlord, provided that such judgment may be levied
solely against Landlord's interest in this Lease and the Premises.

                           C.       Tenant may commence any permissible action 
to specifically enforce any of Landlord's obligations hereunder (subject to the
preclusion under Section 13.2(ii) above of lost profits or consequential damages
in any case where Tenant terminates this Lease and the provisions of Section
13.2 above regarding limitation of Landlord's liability hereunder). In the case
of any breach or default by Landlord, Tenant shall use reasonable efforts to
mitigate 

                                                                 Initial _______

                                       24

<PAGE>   31
its damages. If Landlord' interest in the Premises or any part thereof are at
any time subject to a mortgage or a deed of trust and this Lease or the rentals
due from Tenant hereunder are assigned as security for such mortgagee, trustee
or beneficiary (called "Assignee" for purposes of this Article 13 only) and
Tenant is given written notice thereof, including the address of such Assignee,
then there shall be no default on the part of Landlord without Tenant first
giving written notice thereof to such Assignee, specifying the default in
reasonable detail, and affording such Assignee a reasonable opportunity to make
performance for and on behalf of Landlord. If and when said Assignee has made
performance on behalf of Landlord, such default shall be deemed cured, provided
that such performance has occurred within a reasonable period of time after
receipt by Assignee of notice of default from Tenant.

         14.      Estoppel Certificates. Each party (the "responding party") 
covenants and agrees to execute, acknowledge, and deliver to the other party,
upon such party's written request (the " requesting party"), a written statement
certifying that this Lease is unmodified (or, if modified, stating the
modifications) and in full force and effect; stating the date to which Rent has
been paid; stating whether or not the responding party or, to the best of the
responding party's knowledge, the requesting party is in default under this
Lease (and, if so, specifying the nature of the default); and setting forth the
status of such other matters as the requesting party may reasonably designate in
writing. Landlord and Tenant agree that a failure by either party to deliver
such a statement within fifteen (15) days after written request from the other
party shall be conclusive that this Lease is in full force and effect without
modification except as may be represented by the party requesting the
certificate; that there are no uncured defaults by either party except as may be
represented by the requesting party; that any representations by the requesting
party with respect to Rent are true; and that any other matters designated for
disclosure are in such status as may be represented by the requesting party.

         15.      Surrender.   Upon the expiration or earlier termination of 
this Lease, or on the date specified in any demand for possession by Landlord
after a default by Tenant, Tenant covenants and agrees to surrender possession
of the Premises to Landlord, with the Improvements as may then exist thereon.

         16.      Option to Purchase and Right of First Refusal.

                  16.1     Right to Purchase.  Effective during the third, 
fourth and fifth Lease Years of the Initial Term, Tenant shall have the
exclusive and irrevocable right, if timely exercised by Tenant, and provided
that Tenant is not in default hereunder at said time, to purchase the Premises,
Landlord's 50% ownership interest in the Backus Property and Parking Lot,
consisting of the Casino's existing parking lot and the Backus Property,
respectively described as Lots 6-8, Block 39 ("Parking Lot"), and the east half
of Lot 11, Block 48 and Lot 1, Block 49 ("Backus Property"), City of Black Hawk,
County of Gilpin, State of Colorado, together with all Landlord's rights in any
easements, rights of way, and appurtenances, including any right of Landlord in
any adjoining streets or alleys (collectively, "Option to Purchase"), on and
subject to the terms and conditions set forth as follows:

                           A.       If Tenant desires to exercise the Option to 
Purchase contained herein, it shall notify Landlord not less than one hundred
eighty (180) days prior to the date Tenant desires to close the Option to
Purchase, but in no event less than 180 days prior to the expiration of the
Initial Term ("Exercise Notice"). If the Exercise Notice is received timely, and
the closing occurs during the third Lease Year, the exercise price ("Exercise
Price") shall be $5,800,000.00; or if the closing occurs during the fourth Lease
Year, the Exercise Price shall be $5,974,000.00; or if the closing occurs during
the fifth Lease Year, the Exercise Price shall be $6,153,220.00. If there are
any Additional Costs, or any costs or expenses and/or in kind consideration paid
by Landlord for improvements (not to exceed an agreed upon value, or if no
agreement is reached between Landlord and Tenant then the amount of the
appraised value thereof as accepted by the City), repairs, or replacements to
either the Parking Lot or Backus Property pursuant to the separate lease(s) for
said properties or the co-ownership agreement relating thereto, or incurred with
respect to or in connection with the acquisition of Backus Street 

                                                                 Initial _______

                                       25

<PAGE>   32
adjacent to the Backus Property or Parking Lot (subject to the market value
limitations set forth above), (all such amounts together with the Additional
Costs are referred to herein collectively as "Improvement Costs"), the
respective Exercise Prices shall be increased according to the following
formula: Exercise Price + Landlord's share of Improvement Costs + ((Landlord's
share of Improvement Costs x 0.25% per month) x number of months from date of
payment for Landlord's share of Improvement Costs). For example, if Landlord
paid 50% of $200,000 in Improvement Costs on the first day of the 6th month of
the Lease, and Tenant closed its Option at the end of the 30th month, Tenant's
adjusted Exercise Price would be calculated at follows: $ 5,800,000 + $100,000 +
(($100,000 x 0.25% per month) x 24 months) = adjusted Option exercise price.
Upon exercising the Option, Tenant shall pay a non-refundable downpayment of
$200,000.00 to Landlord to be applied against the Exercise Price and close the
purchase no earlier than six (6) months after the exercise. Upon exercising the
Option, Tenant shall continue to pay rent, which shall not be applied towards
the Exercise Price. Tenant will use its best reasonable efforts to accommodate a
1031 exchange.

                  16.2  Right of First Refusal.  If Landlord or Tenant desires
to transfer, assign or otherwise convey all, or any portion of its respective
interest herein, other than in the manner provided in Sections 11.3 or 11.4, the
following provisions shall apply: the party desiring to sell its interest
("Selling Party") shall notify the other party ("Receiving Party") in writing
(the "Notice") specifying the terms and conditions, and the price at which the
Selling Party intends to offer its interest herein for sale (the "Terms"). The
Receiving Party shall have thirty (30) days after receipt of the Notice within
which to notify Sending Party that the Receiving Party desires to purchase the
interest being offered on the Terms. If the Receiving Party fails to timely
notify the Sending Party, the Sending Party shall be free to consummate a
transaction with any third party or parties on the Terms (provided that the
sales price is at least equal to ninety-six percent (96%) of the amount set
forth in the Terms) at any time within the next six (6) months without
reoffering the same to the Receiving Party. If no sale occurs within said six
(6) month period, then prior to consummating any transaction, the provisions of
this Section shall be complied with again. If the Receiving Party timely
notifies the Sending Party that it desires to exercise the right to purchase,
the closing shall occur on the Terms within sixty (60) days of the date of
giving of the Notice The First Right of Refusal shall exist during the Initial
Term and all Extension Terms.

                  16.3  Terms of Sale.  In the event of either the exercise by
Tenant of its rights under Sections 16.1 or 16.2 above, the sale by Landlord to
Tenant shall be subject to the following agreements: 

                           A.       Title to the Premises, Backus Property and 
Parking Lot ("Acquired Parcels") shall be conveyed by special warranty deed
subject only to the Permitted Exceptions (as to the Premises) with standard
printed exceptions deleted and as to the Backus Property and Parking Lot, all
matters existing of record on the date the lease(s) of said parcels commenced
and such other exceptions and matters arising by, through, under, or with the
consent of Tenant. Landlord will pay for a title insurance policy (or reimburse
Tenant for an equivalent amount) insuring title to the Acquired Parcels in an
amount equal to the purchase price therefor, subject to all standard printed
exceptions, the Permitted Exceptions, and the title exceptions delineated above;
provided, however, if Landlord has contributed to the cost of Tenant's leasehold
policy as provided above, then Landlord will only be responsible for the cost of
the insurance required to be provided herein less any amounts previously
contributed by Landlord toward Tenant's leasehold policy.

                           B.       All closing costs and recording costs shall 
be allocated as customary in Colorado at the time of such sale and Buyer will be
responsible for all transfer taxes, if any.

                           C.       Closing will occur through the title company
pursuant to closing instructions which will require that the title insurance
company agree to insure title to the Acquired Parcels in the manner required
herein prior to releasing any funds to Landlord.


                                                                Initial _______


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<PAGE>   33

         17. Miscellaneous.

                  17.1     No Implied Waiver.  No failure by Landlord or Tenant
to insist upon the strict performance of any term, covenant, or agreement
contained in this Lease or to exercise any right or remedy in connection
therewith, and no acceptance of full or partial payment during the continuance
of any default by Tenant or default by Landlord, shall constitute a waiver of
any such term, covenant, or agreement or any such right or remedy or any such
default by Tenant or default by Landlord, it being understood and agreed by the
parties hereto that any such waiver shall be effective only to the extent
expressly and specifically set forth in a written instrument executed by the
party against whom such waiver is sought. Any waiver of a default by Tenant or
default by Landlord or any right or remedy applied thereto shall not serve to
waive any other default by Tenant or default by Landlord or the same default by
Tenant or default by Landlord arising in the future or other rights or remedies
or the same rights or remedies as applied to any future default by Tenant or
default by Landlord.

                  17.2     Survival of Provisions.  Notwithstanding any 
termination of this Lease, the same shall continue in force and effect as to any
provisions hereof which require observance or performance by Landlord or Tenant
subsequent to termination.

                  17.3     Binding Effect.  This Lease shall extend to and be 
binding upon the heirs, executors, legal representatives, successors, and
permitted assigns of the respective parties hereto. The terms, covenants,
agreements, and conditions in this Lease shall be construed as covenants running
with the Premises.

                  17.4     Recordation.  This Lease shall not be recorded but at
Landlord's or Tenant's request both Landlord and Tenant shall execute one or
more memoranda leases to evidence and represent the provisions of this Lease,
including the Option and Right of First Refusal. Landlord agrees to execute and
deliver such memoranda in recordable form, in a form mutually acceptable to both
Landlord and Tenant, approval shall not be unreasonably withheld

                  17.5     Notice and Demands.  All notices required or 
permitted under this Lease shall be given by registered or certified mail,
return receipt requested, postage prepaid, or by hand or commercial carrier
delivery, or by telecopier directed as follows:

         If intended for Landlord, to:

                  c/o J. Scott Bradley
                  78436 U.S. Highway 40
                  P.O. Box 163
                  Winter Park, Colorado  80482
                  Telecopier number:  (970) 726-9522
                  Telephone number:   (970) 726-8000

         with a copy in each case to:

                  Sandy Gail Nyholm, Esq.
                  Isaacson, Rosenbaum, Woods & Levy, P.C.
                  633 17th Street, Suite 2200
                  Denver, Colorado  80202
                  Telecopier number:  (303) 292-3152
                  Telephone number:   (303) 292-5656


                                                                Initial _______

                                       27
<PAGE>   34
         If intended for Tenant, to:

                  c/o George J. Nelson
                  Concorde Cripple Creek, Inc.
                  3290 Lien Street
                  Rapid City, South Dakota  57702
                  Telecopier number:  (605) 342-0247
                  Telephone number:   (605) 341-7738

         and with a copy in each case to:

                  c/o Warren L. Troupe, Esq.
                  Morrison & Foerster L.L.P.
                  5200 Republic Plaza
                  370 Seventeenth Street
                  Denver, Colorado  80202-5638
                  Telecopier number:  (303) 592-1500
                  Telephone number:   (303) 592-1510

Any notice delivered by mail in accordance with this Section shall be deemed to
have been duly given on the date such notice is actually received. Any notice
delivered by telecopier in accordance with this Section shall be deemed to have
been duly given upon receipt if concurrently with sending by telecopier receipt
is confirmed orally by telephone and a copy of said notice is sent by certified
mail, return receipt requested, on the same day to that intended recipient. Any
notice delivered by hand or commercial carrier shall be deemed to have been duly
given upon actual receipt. Either party, by notice given as above, may change
the address to which future notices may be sent.

                  17.6     Time of the Essence.  Time is of the essence under 
this Lease for the performance and observance of all obligations of the Landlord
and Tenant hereunder, and all provisions of this Lease shall be strictly
construed.

                  17.7     Captions for Convenience.  The headings and captions 
hereof are for convenience only and shall not be considered in interpreting the
provisions hereof.

                  17.8     Severability.  If any provision of this Lease shall 
be held invalid or unenforceable, the remainder of this Lease shall not be
affected thereby, it being the intent of the parties hereto that the provisions
of this Lease shall be enforceable to the fullest extent permitted by law. There
shall be deemed substituted for any invalid or unenforceable provision a valid
and enforceable provision as similar as possible to the invalid provision.

                  17.9     Governing Law.  This Lease shall be interpreted and 
enforced according to the laws of the State of Colorado.

                  17.10    No Oral Amendment or Modifications.  No provision of 
this Lease may be amended or modified except to the extent any such amendment or
modification is expressly and specifically set forth in a written instrument
executed by the party against whom the amendment or modification is sought.

                  17.11    Landlord's Activities.  Tenant acknowledges that 
Landlord, or affiliates of Landlord now or may hereafter own or acquire other
properties in the Black Hawk-Central City area. Landlord shall have the right to
operate such other properties, directly or indirectly for purposes and in such
manner as it may, from time to time, desire, and Tenant shall have no rights or
interests whatsoever in said other properties.

                  17.12    Interest/Late Charges. In any case where (i) any 
installment of Rent is not paid within fifteen (15) days after the same is due,
or (ii) any other sum or charge which is owing from Tenant to Landlord
hereunder, or from Landlord to Tenant hereunder, is not paid within fifteen (15)
days after the same is due and payable or within any cure period applicable
thereto, whichever is later, then the delinquent Rent or other sum or charge
shall thereafter bear 

                                                                Initial _______


                                       28

<PAGE>   35
interest at the lessor of: an annual rate which is equal to ten percent (10%)
over the prime commercial lending rate which is publicly announced or quoted
from time to time by Key Bank, a national banking association (which rate will
not necessarily be the most preferential rate granted by Key Bank to any of its
customers), with changes in said annual rate to take effect automatically,
without any notice between the parties hereto, upon the public announcement or
quotation of changes to said prime rate; or the highest rate allowed by
applicable Colorado usury limitations then in effect. If the prime rate of Key
Bank ceases to be made available for any reason, then in lieu thereof Tenant may
select the prime commercial lending rate of another national banking association
or a federally chartered savings and loan association doing business in the
Denver metropolitan area (including Boulder), which selection shall be made by
Landlord giving Tenant notice thereof. In addition, any Rent not paid within 15
days of the due date thereof shall bear a late charge equal to 5% of the
delinquent amount, and the entire amount due, together with such late charge
must be paid in order to remedy any such late payment.

                  17.13    Integration.  This Lease, the Exhibit hereto and the 
other documents expressly referenced herein constitute the entire agreement
between the parties hereto with regard to the subject matter hereof, and any
extrinsic covenants, agreements, representations, warranties, conditions or
terms are superseded hereby and shall be of no force or effect.


                  17.14    Brokerage Commissions.  Landlord and Tenant mutually 
warrant and represent to one another that neither of them has incurred any
liability which arises by, through or under that party for the payment of any
brokerage fee or commission in connection with the transaction contemplated
herein. If either of the parties shall breach the foregoing warranty and
representation, it shall be liable to the other party for any damage, liability,
loss, claim or expense, including attorneys' fees, suffered by the other party
as a result of such breach. The liable party shall pay to the other party hereto
such sums as are due and owing pursuant to the foregoing within thirty (30) days
after demand by the other party.

                  17.15    Authority.  The signatories on this Lease for 
Landlord represent and warrant to Tenant that Landlord has all inherent legal
power and authority requisite to entering into this Lease, has taken all action
necessary to authorize the execution of this Lease and to perform and satisfy
the transactions and obligations contained herein, and has duly authorized the
signatories to execute and deliver this Lease on behalf of Landlord. The
signatories on this Lease for Tenant represent and warrant to Landlord that the
Tenant has all inherent legal power and authority requisite to entering into
this Lease, has taken all actions necessary to authorize the execution and
delivery of this Lease and to perform and satisfy the transactions and
obligations contained herein, and has duly authorized the signatories to execute
and deliver this Lease on behalf of Tenant.

                  17.16    Hazardous Materials.

                           A.       Warranty.  Except as expressly provided 
above in Section 1.5, Landlord makes no representation or warranty to Tenant
regarding any chemical, material, substance or waste (i) exposure to which is
prohibited, limited or regulated by any federal, state, county, regional or
local authority, or other governmental authority of any nature, that has
competent jurisdiction over the Premises or (ii) which, even if not so
regulated, may or could pose a hazard to the health or safety of the occupants
of the Premises (herein collectively "Hazardous Materials"). As herein used
Hazardous Materials shall include, but not be limited to petroleum, crude oil
(any fraction thereof), natural gas, natural gas liquids, and those substances
defined as "hazardous substances," "hazardous materials," "hazardous wastes," or
other similar designations in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.
and any other governmental statutes, laws, ordinances, rules, regulations, and
precautions. Landlord represents and warrants that Landlord has not received any
notice of an outstanding breach or violation of any federal, state or local law,
rule, regulation, code, ordinance or order related to Hazardous Materials which
arises in connection with the Premises.

                           B.       Tenant's Warranty and Covenants.  Tenant 
shall strictly comply with all statutes, laws, ordinances, rules, regulations,
and precautions now or hereafter mandated 

                                                                Initial _______


                                       29

<PAGE>   36
or advised by any federal, state, local or other governmental agency with
respect to the use, generation, storage, or disposal of Hazardous Materials.
Tenant shall not cause, or allow any one else to cause, any Hazardous Materials
(except Hazardous Materials used and disposed of in accordance with applicable
laws for normal and customary office and cleaning purposes) to be used,
generated, stored, or disposed of on or about the Premises without the prior
written consent of Landlord, which consent may be withheld in the sole
discretion of Landlord, and which consent may be revoked at any time. Tenant's
indemnification of Landlord pursuant to this Lease shall extend to all
liability, including all foreseeable and unforeseeable consequential damages,
directly or indirectly arising out of the use, generation, storage, or disposal
of Hazardous Materials by Tenant or any person claiming under Tenant, including,
without limitation, the cost of any required or necessary repair, cleanup, or
detoxification and the preparation of any closure or other required plans,
whether such action is required or necessary prior to or following the
termination of this Lease, to the full extent that such action is attributable,
directly or indirectly, to the use, generation, storage, or disposal of
Hazardous Materials by Tenant or any person claiming under Tenant. Neither the
written consent by Landlord to the use, generation, storage, or disposal of
Hazardous Materials nor the strict compliance by Tenant with all statutes, laws,
ordinances, rules, regulations, and precautions pertaining to Hazardous
Materials shall excuse Tenant from Tenant's obligation of indemnification. In
the event Tenant is in breach of the covenants herein, after notice to Tenant
and the expiration of the earlier of (i) the cure period provided in Article 13
or (ii) the cure period permitted under applicable law, regulation, or order,
Landlord may, in its sole discretion, declare an Event of Default and/or cause
the Premises to be freed from the Hazardous Material and the cost thereof shall
be deemed Rent hereunder and shall immediately be due and payable from Tenant.
The representations and warranties of Tenant under this Section shall survive,
not withstanding the termination of this Lease, for one year.

                  17.17    Force Majeure Events. Except to the extent otherwise 
expressly provided by this Lease, in the event that either Landlord or Tenant
shall be delayed in the performance of any acts required under this Lease by
reason of labor strikes, lockouts, failure of power, inclement weather of such
severity as to preclude continued work under prevailing industry standards,
riots, insurrection, war, inability to procure materials, default of the other
party hereto, or any other reason of a like nature which is beyond the
reasonable control of the party so delayed, then the period for the performance
of any such act shall be extended for a period equivalent to the period of such
delay. The circumstances for which a delay in performance is excused under this
Section 17.18 are sometimes referred to collectively in this Lease as "Force
Majeure Events." Notwithstanding any indications to the contrary contained in
the foregoing, Force Majeure Events shall not include any financial
incapabilities or burdens suffered by either party, or a mere failure of timely
performance of any agent or contractor of either party. The application of Force
Majeure Events is subject to the express limitations thereon contained in the
other provisions of this Lease.

                  17.18    Litigation Costs and Participation.   Several
provisions of this Lease require that Landlord, at Tenant's expense, join and
participate in certain types of litigation or legal proceedings undertaken by
Tenant or implead or commence actions against third parties. Notwithstanding
those express provisions to the contrary, Landlord shall not be required to join
or participate in any such litigation hearings or legal proceedings commenced by
Tenant or to join in, contest, execute or file pleadings, or gather evidence if,
as reasonably determined by Landlord, the same constitutes (i) a frivolous
action within the meaning of Rule 11 of the Colorado Rules of Civil Procedure or
the Federal Rules of Civil Procedure, or (ii) an abuse of process, or (iii) a
violation of the Code of Professional Responsibility as adopted by the Colorado
Supreme Court. Once Landlord agrees under the foregoing provisions to
participate in any such litigation, the Tenant and Landlord will make reasonable
and good faith efforts to adopt a mutually agreeable remedial strategy. However,
either party is not constrained from pursuing the course of action of its
choice, so long as each party satisfies the foregoing obligation to exercise
reasonable and good faith efforts for adopting a mutual strategy. Furthermore,
Landlord and Tenant acknowledge that, under the Colorado Procurement Code, all
disputes between Landlord and contractors/vendors are subject to administrative
proceedings before either Landlord or any contractor/vendor can initiate
litigation.

                  17.19    Days.  All references in this Lease to any given 
number of days shall refer 


                                                                Initial _______

                                       30

<PAGE>   37
to actual calendar days unless business days are specified.

                  17.20    Terminations by Right.   Whenever this Lease is 
terminated by the exercise of any right, election or option hereunder in favor
of either party, any corresponding release of the parties from "all further
obligations" hereunder shall apply only to such obligations which have not then
accrued and shall not relieve either party of liability for any pre-existing
breach or default by that party of its respective obligations hereunder.
Furthermore, each party hereto expressly acknowledges and agrees that, in
connection with any such termination by right, each party shall have rights of
reimbursement or repayment against the other only to the extent expressly
provided herein.

         IN WITNESS WHEREOF the parties hereto have caused this Lease to be
executed the day and year first above written.


                             LANDLORD:

                             ELEVATION 8000+, a Colorado limited liability
                             company


                             ----------------------------------------------
                             J. SCOTT BRADLEY, MANAGER


                             TENANT:

                             CONCORDE CRIPPLE CREEK, INC., a Colorado company


                             By:
                                -------------------------------------------
                               JERRY L. BAUM, PRESIDENT AND CHIEF
                               EXECUTIVE OFFICER




                                       31
<PAGE>   38



                                    GUARANTY

         The undersigned Guarantor in order to induce Landlord to enter into
this Lease with Tenant, hereby guarantees to Landlord all of Tenant's financial
obligations owed to Landlord and created by this Lease (or any other obligations
that can be reduced to a financial obligation) until all such obligations have
been paid in full and such guarantee shall continue until payment is made of
every financial obligation of Guarantor and Tenant now due or hereafter to
become due (together with any and all other obligations of Tenant under this
Lease which have been reduced to a financial obligation), and until payment is
made of any loss or damage incurred by Landlord with respect to any matter
covered by this Guaranty. This guaranty is one of payment and not of collection
and Landlord shall have the right to pursue any and all rights against Guarantor
alone, prior to pursuing any rights against Tenant or simultaneous with such
pursuit of rights. Prior to the commencement of any New Improvements, Tenant
agrees to provide Landlord with the Guarantor's most current, public financial
statement evidencing Tenant's ability to perform the same, the payment of the
costs for which, in all events will be guaranteed by Guarantor.


                                                 CONCORDE GAMING CORPORATION, A 
                                                 COLORADO, CORPORATION


                                                 By:
                                                    ---------------------------
                                                 Title:
                                                       ------------------------


<PAGE>   39






                                    EXHIBIT A


Section One:

     1.   Taxes and Assessments, not certified to the Treasurer's Office.

     2.   Any facts, rights, interests or claims which are not shown by the
          public records, but which could be ascertained by an inspection of the
          land or by making inquiry of persons in possession thereof.

     3.   Easements, or claims of easements, not shown by the public records.

     4.   Discrepancies, conflicts in boundary lines, shortage in area,
          encroachments, and any facts which a correct survey and inspection of
          the land would disclose, and which are not shown by the public
          records.

     5.   Any lien, or right to a lien, for services, labor or material
          heretofore or hereafter furnished, imposed by law and not shown by the
          public records.

     6.   Any and all unpaid taxes, assessments and unredeemed tax sales.

     7.   Any water rights or claims or title to water, in, or under the land.

     8.   Unpatented mining claims; reservations or exceptions in patents or in
          Acts authorizing the issuance thereof.


Section Two:

     1.   TAXES AND ASSESSMENTS FOR TAX YEAR 1997, A LIEN NOT YET DUE AND
          PAYABLE.

     2.   UNPATENTED MINING CLAIMS; RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN
          ACTS AUTHORIZING THE ISSUANCE THEREOF, INCLUDING, BUT NOT LIMITED TO
          RESERVATIONS CONTAINED IN THE PATENTS TO THE CITY OF BLACK HAWK,
          RECORDED MAY 13, 1874, IN BOOK 56 AT PAGE 555 AND JULY 21, 1877, IN
          BOOK 62 AT PAGE 456, AS FOLLOWS: "PROVIDING THAT NO TITLE SHALL BE
          HEREBY ACQUIRED TO ANY MINE OF GOLD, SILVER, CINNABAR OR COPPER OR TO
          ANY VALID MINING CLAIM OR POSSESSION HELD UNDER EXISTING LAWS."

     3.   EASEMENT AND RIGHT OF WAY FOR STREETS, ALLEYS, ROAD AND FOR WATER PIPE
          PURPOSES AS RESERVED BY INSTRUMENT RECORDED IN BOOK 210 AT PAGE 203
          AND IN BOOK 227 AT PAGE 16.

     4.   EASEMENT FOR BACKUS STREET, WHETHER FEE OR EASEMENT, OVER THE
          PORTION(S) OF SAID PROPERTY AS SHOWN ON ALTA/ASCM LAND TITLE SURVEY OF
          JOSEPH F. ASMUS DATED MARCH 10, 1994, DRAWING NUMBER 9309-04.

     5.   ENCROACHMENT OF THE ELEC. AS NOW LOCATED ON THE SUBJECT PROPERTY ONTO
          BACKUS STREET RIGHT OF WAY AS SHOWN BY THE ALTA/ASCM LAND TITLE SURVEY
          OF JOSEPH F. ASMUS, DRAWING NUMBER 9309-04, DATED MARCH 10, 1994.

     6.   ENCROACHMENT OF THE PATIO AND ROCK WALL AS NOW LOCATED ON THE SUBJECT
          PROPERTY ONTO BACKUS STREET RIGHT OF WAY AS SHOWN BY THE ALTA/ASCM
          LAND TITLE SURVEY OF JOSEPH F. ASMUS, DRAWING NUMBER 9309-04, DATED
          MARCH 10, 1994.



                                      A-1
<PAGE>   40

     7.   ENCROACHMENT OF THE AIR COND. AS NOW LOCATED ON THE SUBJECT PROPERTY
          ONTO BACKUS STREET RIGHT OF WAY AS SHOWN BY THE ALTA/ASCM LAND TITLE
          SURVEY OF JOSEPH F. ASMUS, DRAWING NUMBER 9309-04, DATED MARCH 10,
          1994.

     8.   ENCROACHMENT OF THE ELEC. AS NOW LOCATED ON THE SUBJECT PROPERTY ONTO
          BACKUS STREET RIGHT OF WAY AND THE PROPERTY ADJOINING TO THE WEST AS
          SHOWN BY THE ALTA/ASCM LAND TITLE SURVEY OF JOSEPH F. ASMUS, DRAWING
          NUMBER 9309-04, DATED MARCH 10, 1994.

     9.   EASEMENT FOR MAIN STREET RIGHT OF WAY, WHETHER FEE OR EASEMENT OVER
          THE PORTION OF SAID PROPERTY AS SHOWN ON ALTA/ASCM LAND TITLE SURVEY
          OF JOSEPH F. ASMUS DATED MARCH 10, 1994, DRAWING NUMBER 9309-04.

     10.  TERMS, AGREEMENTS, PROVISIONS, CONDITIONS AND OBLIGATIONS AS CONTAINED
          IN BOUNDARY AGREEMENT RECORDED JULY 21, 1994, IN BOOK 567 AT PAGE 95.

     11.  TERMS, AGREEMENTS, PROVISIONS, CONDITIONS AND OBLIGATIONS AS CONTAINED
          IN BOUNDARY AGREEMENT RECORDED NOVEMBER 14, 1994, IN BOOK 572 AT PAGE
          246 AND RE-RECORDED NOVEMBER 14, 1994, IN BOOK 573 AT PAGE 217.
          CONSENT TO BOUNDARY AGREEMENT RECORDED NOVEMBER 14, 1994, IN BOOK 572
          AT PAGE 250.

     12.  ENCROACHMENT OF THE ASPHALT AS NOW LOCATED ON THE SUBJECT PROPERTY
          ONTO SUBJECT PROPERTY AS SHOWN BY THE ALTA/ASCM LAND TITLE SURVEY OF
          JOSEPH F. ASMUS, DRAWING NUMBER 9309-04, DATED MARCH 10, 1994.

     13.  ALL OTHER MATTERS REFLECTED OR DISCLOSED ON THE SURVEY OF THE PROPERTY
          AND ANY ENCROACHMENTS EXISTING AS A RESULT OF THE UNCERTAIN OR
          DISPUTED LOCATION OF STREETS ABUTTING THE PREMISES




                                      A-2
<PAGE>   41


                                    EXHIBIT B

                       DESCRIPTION OF CERTAIN PROPERTY TO
                      BE SURRENDERED AT EXPIRATION OF LEASE




                                      B-1
<PAGE>   42


                                    EXHIBIT C

          DEPICTION OF THE PREMISES, BACKUS STREET AND PARKING PROPERTY




                                      C-1