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                           LOAN PURCHASE AGREEMENT

    This Loan Purchase Agreement ("Agreement") dated as of February 1, 1998, 
is entered into by and among FOOTHILL CAPITAL CORPORATION, a California 
corporation ("Foothill"), LADSTOCK HOLDING CORPORATION, a Delaware 
corporation ("Buyer"), and BWBH, INC., a Delaware corporation ("BWBH"), BWCC, 
INC., a Delaware corporation ("BWCC"), MILLSITE 27, INC., a Delaware 
corporation ("M27"), and SILVER HAWK CASINO, INC., a Delaware corporation, 
("SHCI"): collectively and individually, "Borrowers").

    1.  RECITALS.

        1.1  On or about June 7, 1996, Foothill, on the one hand, and 
Borrowers, on the other hand, entered into that certain Amended and Restated 
Loan and Security Agreement whereby Foothill agreed to loan, on a revolving 
basis, up to a maximum amount of Twelve Million Five Hundred Thousand Dollars 
($12,500,000); and

        1.2  On or about June 7, 1996, Foothill and Borrowers entered into 
that certain letter agreement which served as a first amendment to the 
Amended and Restated Loan and Security Agreement ("First Amendment"); and

        1.3  On or about February 9, 1998, Foothill and Borrowers entered 
into that certain Second Amendment to Amended and Restated Loan and Security 
Agreement ("Second Amendment": the Amended and Restated Loan Agreement, as 
amended by the First Amendment and the Second Amendment is hereinafter 
referred to as the "Loan Agreement"); and

        1.4  The Obligations (as defined in the Loan Agreement: Capitalized 
terms not otherwise defined herein have the meaning in the Loan Agreement) 
were secured by the Collateral;

        1.5  Pursuant to the Second Amendment, the definition of Collateral 
was expanded to include all of the assets of the Bullpen casino; and

        1.6  On or about August 21, 1998, all of the issued and outstanding 
stock of Borrowers was acquired by Ladbrook Gaming Corporation, an affiliate 
of Buyer, and Buyer has elected to finance the obligations of Borrowers from 
its own funds; and

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        1.7  Borrowers and Buyer approached Foothill and inquired as to 
whether Foothill was willing to sell the Obligations, and all evidences of 
same and Collateral securing same, to Buyer, to which, on the terms and 
conditions set forth herein, it has agreed.

    2.  ASSIGNMENT OF LOAN AGREEMENT AND DEEDS OF TRUST. Upon and subject to 
the satisfaction of all of the terms and conditions set forth in this 
Agreement, Foothill hereby agrees to grant, assign and transfer to Buyer, 
without recourse, and without representation or warranty, express or implied, 
all of Foothill's right, title, interest, obligations and privileges under 
the Loan Agreement and the money to become lendable thereunder and due 
thereon with interest, and all of Foothill's right, title and interest under 
the Collateral and the Loan Documents, and all rights accrued or to accrue 
thereunder.

    3.  PURCHASE PRICE. The purchase price for the assignment of the Loan 
Agreement and the Collateral (the "Purchase Price") shall be computed as 
follows:

        3.1  The outstanding Obligations owing to Foothill from Borrowers at 
the time the Purchase Price is received by Foothill; PLUS

        3.2  An amount equal to the Early Termination Premium, computed at 
the time the Purchase Price is received by Foothill; PLUS

        3.3  The sum of $25,000 representing an estimation of the attorney's 
fees and other associated transactional costs incurred by Foothill in 
assigning the Loan to Buyer.

    4.  METHOD OF PAYMENT OF PURCHASE PRICE. Buyer shall wire transfer the 
Purchase Price to Foothill on or before February 19, 1999 (the "Closing") in 
accordance with the following wire instructions:

        The Chase Manhattan Bank
        New York, New York
        ABA:      #021000021
        Credit:   Foothill Capital Corporation
        Account:  323-266193
        Re:       Colorado Gaming & Entertainment, Co.

    5.  DELIVERY OF FOOTHILL DOCUMENTS. Within two (2) business days of the 
Closing, Foothill shall deliver to Buyer, at the address set forth in 
Section 11.1 hereof,

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fully-executed and, where applicable, acknowledged originals of the documents 
set forth on Exhibit "A" attached hereto and incorporated by reference 
hereby, and assignments of same to Buyer.

    6.  CLOSING COSTS. The costs incidental to the Closing shall be paid as 
follows:

        (a)  Buyer shall pay the cost of obtaining any Indorsements or new 
    Title Insurance Policies, should it elect to obtain them.

        (b)  Buyer shall pay both its and Foothill's legal fees and other 
    incidental expenses incurred in connection with the transaction 
    contemplated by this Agreement.

             A portion of the Purchase Price includes an estimated $25,000 in 
attorney's fees for Foothill's counsel and other closing transactional costs. 
Should Foothill's attorney's fees and other closing transactional costs be 
less than that amount, Foothill shall refund within ninety (90) days any 
amounts in excess of the actual fees. Should Foothill's counsel's fees and 
other closing transactional costs exceed the sum of $25,000, Buyer shall 
promptly pay the same upon invoicing by Foothill.

    7.  CONDITIONS TO FOOTHILL'S OBLIGATIONS. Foothill's obligations under 
this Agreement shall be conditioned upon Foothill receiving the Purchase 
Price on or before the Closing Date.

    8.  RELEASE.

        8.1  Effective as of date of execution hereof and also as of the 
Closing, Borrower each for itself and their shareholders, affiliates, agents, 
principals, officers, directors and employees hereby release, discharge, and 
acquit Foothill and its shareholders, subsidiaries, parent companies, 
affiliates, agents, principals, officers, counsel, employees, consultants and 
their respective successors and assigns, from any and all causes of action, 
actions, judgments, liens, obligations, indebtedness, damages, losses, 
claims, liabilities, and demands of any kind, nature and character 
whatsoever, whether known or unknown, and whether anticipated or 
unanticipated, directly or indirectly arising out of the lending 
relationship and the Loan. This is intended as a full release, and no causes 
of action, actions, judgements, liens, obligations, indebtedness, damages, 
losses, claims, liabilities, and demands of any kind, nature and character

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whatsoever, whether known or unknown, and whether anticipated or 
unanticipated, directly or indirectly, is reserved or retained by any of the 
signatories hereto.

        8.2  Borrowers each for itself and their shareholders, affiliates, 
agents, principals, officers, directors and employees, hereby waive and 
relinquish all rights and benefits under Section 1542 of the Civil Code of 
California, which reads as follows:

        "A general release does not extend to claims which the creditor does 
        not know or suspect to exist in his favor at the time of executing 
        the release, which if known by him must have materially affected his 
        settlement with the debtor."

    9.  INDEMNITY.

        9.1  INDEMNITY PROVISIONS. Borrowers and Buyer (individually and 
collectively, jointly and severally, "Indemnitor") will defend, indemnify and 
hold harmless Foothill, and each and all of its respective predecessors, 
successors, servants, agents, employees, attorneys, directors, officers, 
shareholders, partners, owners, representatives, assigns and companies, 
(hereinafter collectively called "Indemnitees") and each of them against any 
and all claims against Indemnitees (including all demands, actions, suits, 
causes of action, obligations, controversies, debts, costs, expenses, 
accounts, damages, judgments, and all out of pocket losses and/or liabilities 
of any character whatsoever) brought by Borrowers, affiliates of Borrowers, 
shareholders of Borrowers, or creditors of Borrowers arising out of or in any 
way related to the Loan and the lending relationship. Said indemnification 
shall include, but shall not be limited to, sums paid or liabilities incurred 
in defense or settlement of, and expenses paid or incurred in connection 
with, any and all claims, demands, agreements, contracts, actions, suits, 
causes of action, arbitrations, obligations, controversies, debts, costs, 
expenses, accounts, damages, judgments, losses and liabilities of any 
character whatsoever paid or incurred by Indemnitees or asserted against 
Indemnitees, including without limitation any and all costs or expenses 
incurred by Indemnitees in enforcing the terms hereof, in procuring or 
attempting to procure any release from liability, or in recovering or 
attempting to recover any losses or any expenses paid or incurred as 
aforesaid.

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        9.2  NOTICE OF INDEMNITOR. The indemnification of Indemnitees by 
Indemnitor shall be contingent upon notice to Indemnitor by or on behalf of 
Indemnitees of any claim or action which may result in liability to 
Indemnitor through such indemnification and an opportunity accorded Indemnitor 
to defend against such claim or action.

        9.3  INDEMNITOR'S DUTY TO DEFEND. Indemnitor agrees to defend 
Indemnitees against any claims brought, or actions filed, against Indemnitees 
with respect to the subject of the indemnity contained herein, whether such 
claims or actions are rightfully or wrongfully brought or filed. In the event 
that claims should be brought or actions filed with respect to the subject of 
indemnity herein, Indemnitor agrees that Indemnitees may employ attorneys of 
their own selection, but to be paid for by Indemnitor, to appear and defend 
the claim or action on behalf of Indemnitees.

        9.4  ENFORCEMENT RIGHTS OF INDEMNITEES. Upon failure of Indemnitor 
within ten (10) days of entry of Final Judgement or Award against 
Indemnitees, or the settlement by Indemnitees of any matter indemnified 
against herein, to pay said Judgement, Award or Settlement, Indemnitees may, 
but need not, pay such Judgment, Award or Settlement and make demand upon 
Indemnitor for payment of same plus interest at the rate of Ten Percent (10%) 
per annum, or the maximum interest rate allowed by law, whichever is less, on 
the amount from the date paid, plus their actual attorneys' fees and costs. 
Any such failure to satisfy in full any Final Judgment or Award against 
Indemnitees, or to pay any settlement of a claim indemnified hereunder, shall 
be an event of default.

    10.  REPRESENTATIONS AND WARRANTIES.

        10.1 Foothill makes no warranty or representation, express or implied, 
concerning any facts material or immaterial, concerning the status and 
enforceability of the Loan Agreement or rights to the Collateral, and that the 
assignment is an "as is, where is".

        10.2 Foothill represents and warrants to Buyer that it owns the Loan 
Documents and has not sold, assigned, or encumbered them to or in favor of 
any third party, and the execution of this Agreement has been duly authorized 
and is within its corporate powers.

        10.3 Buyer represents and warrants that it is solely relying on its 
own investigations with respect to all matters and facts concerning or 
surrounding the Loan Agreement and

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rights with respect to the Collateral and its own discussions and 
investigations with Borrowers.

The above representations and warranties shall be true as of the Closing and 
shall survive the Closing.

    11. MISCELLANEOUS.

        11.1 NOTICES. All notices, approvals, disapprovals or elections 
required or permitted to be given under this Agreement shall be in writing 
and shall be delivered personally or mailed, certified or registered mail, 
return receipt requested, or telefaxed, to the parties at the following 
addresses and/or fax numbers:

    If to Foothill:  Foothill Capital Corporation
                     11111 Santa Monica Boulevard
                     Suite 1500
                     Los Angeles, California 90017
                     Attention: Ms. Teresa Bolick
                     (310) 996-7162

    If to Buyer:     Ladstock Holding Corporation
                     3260 Blume Drive
                     Plaza II, Suite 500
                     Richmond, California 94806
                     Attn: John J. Ford, Esq.
                     (510) 243-9734

Personally delivered notices shall be deemed given upon actual personal 
delivery to the intended recipient. Mailed notices shall be deemed given upon 
the earlier of three (3) business days after deposit into the United States 
mail, registered or certified, with postage fully prepaid, or the date of 
actual receipt as evidenced by the return receipt. Telefaxed notices shall be 
deemed given upon telecommunication to the recipient at the number set forth 
above.

        11.2 NON-ASSIGNABILITY. Buyer shall not assign its rights or 
obligations under this Agreement.

        11.3 GOVERNING LAW. This Agreement shall be deemed to have been made 
in the State of California and the validity, enforceability, construction, 
interpretation and enforcement of this Letter Agreement and the rights of the 
parties hereto shall be determined under, governed by and construed in 
accordance with the laws of the State of California, without regard to the 
principles of conflicts of law.

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        11.4 VENUE. Buyer and Foothill agree that all actions or proceedings 
arising in connection with this Letter Agreement shall be tried and litigated 
only in the state and federal court located in the County of Los Angeles, 
State of California or, at the sole election of Foothill, in any other court 
in which Foothill shall initiate legal or equitable proceedings and which has 
subject matter jurisdiction over the matter in controversy.

        11.5 WAIVER OF TRIAL BY JURY. BUYER AND FOOTHILL HEREBY EXPRESSLY 
WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF 
ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO OR IN ANY WAY RELATED 
TO THIS LETTER AGREEMENT. BUYER OR FOOTHILL MAY FILE AN ORIGINAL COUNTERPART 
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT 
OF THE OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

        11.6 ATTORNEYS' FEES. In the event of any action between Foothill and 
Buyer for enforcement of any of the terms or conditions of this Agreement, 
the prevailing party in such action shall be entitled to recover its 
reasonable costs and expenses, including without limitation court costs and 
attorneys' fees (including, without limitation, costs and fees pursuant to 
11 U.S.C.), as awarded by a court of competent jurisdiction.

        11.7 COUNTERPART EXECUTION. Delivery of any executed counterpart of 
this Letter Agreement by telefacsimile shall be equally as effective as 
delivery of a manually executed counterpart of this Letter Agreement. Any 
party delivering an executed counterpart of this Letter Agreement by 
telefacsimile also shall deliver a manually executed counterpart of this 
Letter Agreement but the failure to deliver a manually executed counterpart 
shall not affect the validity, enforceability, and binding effect of the 
Letter Agreement.

        11.8 ENTIRE AGREEMENT. This Agreement, together with the documents 
described and referred to herein, contains all of the agreements of Foothill 
and Buyer with regard to the transactions contemplated hereby, and supersedes 
all prior agreements, understandings and negotiations, whether written or 
oral.

        11.9 AMENDMENT. This Agreement shall not be modified or amended 
except by an instrument in writing duly executed by both Foothill and Buyer.

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        11.10 HEADINGS. The paragraph headings and captions in this Agreement 
are for convenience only and shall not limit or define the contents of this 
Agreement.

        11.11 TIME. Time is of the essence of this Agreement, it being 
understood that the time for performance of each obligation, including 
without limitation the Closing Deadline, has been the subject of negotiation 
by the parties.

        11.12 ADVICE OF COUNSEL. BUYER AND FOOTHILL HEREBY ACKNOWLEDGE AND 
REPRESENT THAT THEY HAVE ENTERED INTO THIS LETTER AGREEMENT AFTER SEEKING AND 
OBTAINING THE ADVICE OF THEIR COUNSEL, AFTER REPRESENTATION BY SUCH COUNSEL 
REGARDING THIS LETTER AGREEMENT, INCLUDING THE IMPLICATIONS OF THE 
REQUIREMENTS FOR THE WAIVERS AND RELEASES CALLED FOR HEREIN, THAT SUCH 
COUNSEL HAS FULLY EXPLAINED TO BUYER AND FOOTHILL THE LEGAL EFFECTS OF THIS 
LETTER AGREEMENT, INCLUDING THE LEGAL EFFECT OF SUCH REQUIRED WAIVERS AND 
RELEASES, AND THAT BUYER AND FOOTHILL ARE FULLY AWARE OF ITS CONTENT AND 
EFFECT.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be duly executed as of the date first above written.


                                       "Foothill"

                                       FOOTHILL CAPITAL CORPORATION,
                                       a California corporation


                                       By
                                         ----------------------------
                                                Teresa Bolick,
                                                Vice President



                                       "Buyer"

                                       ----------------------------,
                                       a __________ corporation


                                       By
                                         ----------------------------
                                         Print Name:
                                                    -----------------


                                       By
                                         ----------------------------
                                         Print Name:
                                                    -----------------

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                                       "Borrowers"

                                       BWBH, INC.,
                                       a Delaware corporation


                                       By /s/ Robert Stephens
                                         ------------------------------------
                                         Print Name: Robert Stephens, VP
                                                    -------------------------


                                       By /s/ Alan Mayer
                                         ------------------------------------
                                         Print Name: Alan Mayer, VP
                                                    -------------------------



                                       BWCC, INC.,
                                       a Delaware corporation


                                       By /s/ Robert Stephens
                                         ------------------------------------
                                         Print Name: Robert Stephens, VP
                                                    -------------------------


                                       By /s/ Alan Mayer
                                         ------------------------------------
                                         Print Name: Alan Mayer, VP
                                                    -------------------------



                                       MILLSITE 27, INC.,
                                       a Delaware corporation


                                       By /s/ Robert Stephens
                                         ------------------------------------
                                         Print Name: Robert Stephens, VP
                                                    -------------------------


                                       By /s/ Alan Mayer
                                         ------------------------------------
                                         Print Name: Alan Mayer, VP
                                                    -------------------------

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                                       SILVER HAWK CASINO, INC.,
                                       a Delaware corporation


                                       By /s/ Robert Stephens
                                         ------------------------------------
                                         Print Name: Robert Stephens, VP
                                                    -------------------------


                                       By /s/ Alan Mayer
                                         ------------------------------------
                                         Print Name: Alan Mayer, VP
                                                    -------------------------


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                                   EXHIBIT "A"

                        List of Loan Documents Assigned

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