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Exhibit 10.40    
  


"RCT" means the material omitted has been filed separately with the Securities and

Exchange Commission with an application requesting confidential treatment.


 
 

LEASE AND SUBLEASE AGREEMENT    
  


        This Lease and Sublease Agreement, made and entered into this 28th day of July 1993, by and between Smith's Food & Drug Centers, Inc., a
Delaware corporation qualified to do business in Nevada (hereinafter called "Smith's"), and Anchor Coin, a licensed slot route operator in the State of Nevada (hereinafter called ("Anchor"). 


W I T N E S S E T H:  


        WHEREAS, Smith's is the Lessee of those certain properties identified on Exhibit "A," attached hereto and
incorporated herein, as "Leased Properties." Smith's is the owner, in fee of those certain properties identified ors Exhibit "A", as "Owned Properties;" and 


        WHEREAS, Smith's and Anchor desire to enter into either a Sublease for the Leased Properties or a Lease for the Owned Properties of space
in Smith's supermarkets located in the State of Nevada, for the operation of certain gaming devices, upon the terms and conditions herein contained. 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Term.    The term of this Agreement shall commence effective August 1, 1993, and
shall end on December 31, 2004. 


        2.    Demised Premises.    Smith's hereby subleases or leases, as the case may be, to Anchor,
and Anchor hereby hires from Smith's approximately two hundred (200) square feet of space in the front portion of each of those certain supermarkets commonly known as Smith's Food & Drug
Centers located in the greater metropolitan area of Clark County and Washoe County, Nevada, more specifically described in the exhibit attached hereto and made a part hereof and marked Exhibit "A" for
the purposes of the operation of gaming devises. In the future, Smith's may open additional supermarkets in other Nevada counties. (All of the supermarkets listed in Exhibit "A" and any supermarkets
opened in the future (see Paragraph 14) are herein collectively called "Supermarkets" and the premises so subleased or leased to Anchor are collectively called the "Demised Premises.") The
effective lease term as to each Supermarket and the Demised Premises located therein shall, subject to completion of construction of new stores, commence on the Commencement Date shown on Exhibit "A,"
unless Smith's is able to deliver the Demised Premises to Anchor on an earlier date, in which case the Lease Term Commencement Date shall be such earlier date. In the event that Smith's moves the
location of the entrance to any of the Supermarkets or, the checkstands, or in the event Smith's shall undertake maintenance, repair, or remodeling of any store listed in Exhibit "A," which would in
any manner affect, impair, or impede access to or ingress or egress from the Demised Premises, Smith's agrees to allow Anchor to relocate temporarily its 200 square feet of Demised Premises to a
mutually agreeable location in the affected store until such time as repair, maintenance, or remodeling is complete. With respect thereto, Smith's hereby represents and warrants to Anchor, and this
Agreement and the payment of rent and other sums required by Paragraph 4(a) hereof by Anchor to Smith's, as hereinafter provided, is expressly made upon, the condition that Smith's is presently
occupying or shall, prior to the effective date of the term hereof, occupy each of the Supermarkets, pursuant to fee ownership, a lease or sublease agreement, each of which is, as of the date hereof,
or will be on the commencement of the term hereof, in full force and effect without default thereunder. The Demised Premises shall be used by Anchor for the installation and operation 


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by Anchor of gaming devices. (All such machines and devices are herein collectively called Gaming Devices.) 


        3.    Rent.    



        (a)  Anchor
agrees to pay Smiths, as a monthly rental for the use and occupancy of each of the Supermarkets and the exclusive right to operate Gaming Devices in each of the
Supermarkets listed on Exhibit "A" for each of the Lease Months ("Lease Months") the rental specified in Paragraph 4 hereof. In addition, Anchor shall pay to Smith's the sum of RCT per month
during the term hereof as an advertising allowance (in lieu of the rentals previously paid for Store #362 which was closed.) The rental for each Supermarket and advertising allowance is payable
monthly, in advance, on the first day of each month (or Commencement Date if other than the first day of any given month). The monthly
rental may be prorated or reduced as provided in Subparagraph (b) herein or Paragraph 13 hereof. All rental payments shall be made to Smith's at 1550 South Redwood Road, Salt Lake City,
Utah 84104. 


        (b)  In
the event that the Commencement Date for Gaming Device operations at any Supermarket subject to this Agreement falls on a day other than the first day of the month,
then the monthly payment due to Smith's for such location shall be prorated to reflect the actual portion of the month during which Gaming Device operations are conducted at such locations by Anchor.
Smith's and Anchor further agree that in the event the term of any Master Lease under which Smith's occupies any of the Supermarkets terminates in accordance with its terms, or Smith's vacates or
ceases to operate any of the Supermarkets, then, in any such events, this Agreement, as it applies to that Supermarket, shall terminate and the rental shall be prorated to such termination. 




        4.    Rent Adjustment.    



        (a)  Beginning
on August 1, 1993, or such earlier date as Anchor may take the Demised Premises, and throughout the term of this Agreement, the rental paid pursuant to
Paragraph 3, shall be paid in advance on or before the first day of each month (or in situations where the Commencement Date specified on Exhibit "A" is other than the first day of the month,
the prorated rental owing for the remainder of the then current month shall be paid on said Commencement Date) as follows: 


        Based
upon fifteen (15) gaming machines per Supermarket being allowed by Nevada law, the monthly rent shall be a minimum of RCT (plus amount of interest paid, if applicable) per
Supermarket. Each Gaming Machine over fifteen (15) in any one Supermarket shall increase the minimum annual rental by RCT per month. 


        (b)  Anchor,
may, at its option, increase the number of Gaming Machines in each Supermarket, as space permits and as allowed by the Nevada Gaming Commission, but in no case
shall the number of Gaming Machines exceed twenty-five (25) in any one given location. 




        5.    Security Deposit.    As Security Deposit, Anchor has deposited the sum of RCT to insure
the prompt payment by Anchor to Smith's of all rents due to Smith's and to be applied to any damages caused to the Demised Premises by Anchor's operations in conjunction with Anchor's operation of
Gaming Devices at the Supermarkets subject to this Agreement. Anchor and Smith's agree that the Security Deposits are interest free, but should Nevada Gaming Authorities require interest be paid,
interest will accrue and be payable at the rate of eight percent (8%) per annum and the monthly rental shall increase to totally offset such interest charge. The Security Deposit or any portion
thereof may, at the option of Anchor, be applied against rental and advertising allowance owing during the last monthly periods of this Agreement (as necessary). 


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        6.    Installation and Taxes.    



        (a)  Anchor
agrees that it shall pay, when due and prior to delinquency, any and all taxes which may be assessed or charged for the Gaming Devices by any municipal, county,
state or federal agency or governmental body having jurisdiction thereof. 


        (b)  Smith's
agrees that it shall provide appropriate connections for the Gaming Devices. 




        7.    Repair and Maintenance.    Anchor agrees that it shall, at its sole cost and expense,
maintain and make any and all repairs to the Gaming Devices which may be required during the term hereof so that each of said Gaming Devices shall be in operation at all times. Anchor further agrees
to maintain the Demised Premises in such a manner as to keep it free from all litter, debris, and in a clean and sanitary condition. 



        8.    Compliance with Laws.    Anchor hereby represents and warrants to Smith's that it has
been or will have been duly licensed by the appropriate agencies of the Cities of Las Vegas, Reno, Sparks, and Carson City, and the Counties of Clark and Washoe, and any other cities and counties in
which Smith's has opened Supermarkets in the State of Nevada for the conduct of gaming, and Anchor further warrants and agrees that it shall, throughout the term hereof, fulfill all requirements and
comply with all statutes, rules, regulations, and ordinances promulgated by any cities or counties in which it does business herein, and those promulgated in the State of Nevada, and the Nevada Gaming
Commission relating, in any way, to the conduct of gaming within the Demised Premises. 



        9.    Default.    If Anchor shall default in the payment of the rent or if Anchor shall
default in the performance of the terms or provisions of this Agreement, Smith's shall give written notice of such default to Anchor in accordance with Paragraph 10 hereof, and failure of
Anchor to cure such default within ten (10) days after the date of such notice, shall, at the option of Smith's, work as a forfeiture of this Agreement. 


        10.    Notices.    All notices or demands required or permitted to be given or served pursuant
to this Agreement shall be deemed to have been given or served only if in writing forwarded by registered or certified mail, postage prepaid, and addressed as follows: 



	To Smith's:	 	Smith's Food & Drug Centers, Inc.

1550 South Redwood Road

Salt Lake City, Utah 84104

Attention: Legal Department
	

To Anchor:	
 	

Anchor Coin

4305 East Sahara Avenue

Suite 12

Las Vegas, Nevada' 89109
	

Copy to:	
 	

Lionel Sawyer & Collins

1700 Valley Bank Plaza

300 South Fourth Street

Las Vegas, Nevada 89101






Either
party hereto may change such address by giving written notice of such change to the other party. 


        11.    Change Girls and Jackpot Pay-outs.    Anchor agrees that it shall, at its
own cost and expense, supply change girls in the Demised Premises for the purpose of providing change and making Jackpot Pay-Outs twenty-four (24) hours per day, or as
Nevada law allows, or whenever the respective Supermarkets are open to the public during the life of this Agreement or an extension thereof. The hours which Change Girls will be on duty may be changed
by mutual agreement between Smith's and Anchor, such agreement to be entered into in writing. 


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        12.    Insurance and Indemnification.    



        (a)  Anchor
shall, at its own cost and expense, during the term of this Agreement, procure and maintain comprehensive public liability insurance covering the Demised Premises
with limits of not less than One Million Dollars ($1,000,000.00). Anchor agrees that such insurance shall (i) provide primary and not excess coverage and shall be non-contributing
with any insurance which may be carried by Smith's; (ii) name Smith's as an additional insured thereunder; and (iii) require that Smith's be given at least thirty (30) days'
written notice before any insurance can be cancelled or changed with respect to parties, coverage or limits of liability. Anchor agrees to deliver to Smith's prior to the commencement of the term of
this Agreement, such policies or duplicates thereof and not less than thirty (30) days prior to the expiration of any such insurance coverage during the lease term. Anchor shall deliver to
Smith's satisfactory evidence that such insurance has been renewed and that the required premium or premiums therefor have been paid. 



        (b)  This
Agreement is made upon the express condition that Smith's is to be free from all liability and claims for damages by reason of injury to any person or persons, or
property of any kind from any cause or causes whatsoever, upon the Demised Premises during the term of this Agreement. Anchor hereby covenants and agrees to defend and indemnify and save Smith's and
its subsidiary, successors and assigns, harmless from all liability, loss, cost or obligations arising out of such injuries or losses occurring upon the Demised Premises. 




        13.    Destruction or Condemnation.    If, during the term hereof, the Supermarkets shall be
damaged or destroyed by fire or other casualty or acquired or condemned by right of eminent domain for any public or quasi-public use or purpose, this Agreement shall remain in full force and effect
except that in the event of casualty, the rent provided for herein for each Demised Premises shall abate from the date of destruction until the restoration and opening for business of the Supermarket;
and in the event of condemnation, the rent shall abate equitably and proportionately from the date of the physical taking according to the nature and. extent of the injury to the Supermarket premises
in question. 


        14.    New Supermarkets.    



        (a)  It
is contemplated between the parties that during the term of this Agreement, Smith's may open or acquire additional supermarkets within the State of Nevada. The
parties also recognize that in some instances the owner of the new Supermarket Premises, under other business arrangements, may retain or reserve the right to operate gaming devices on the premises of
such new Supermarket locations. The parties agree that where Smith's or any affiliate thereof has the right to operate or sublease space for the operation of gaming devices, that such Supermarket
Premises shall become part of this Agreement and that Anchor shall be permitted to install gaming devices to coincide with the opening of Smith's business at such locations, paying the rental set
forth in Paragraph (b) herein. The parties further agree that the Security Deposit paid by Anchor to Smith's pursuant to Paragraph 5 shall, where permitted by all applicable laws or
ordinances, be applied to such new Supermarket locations and that no further or additional Security Deposit shall be required from Anchor. 


        (b)  The
monthly rental for new Supermarket locations shall be payable, in advance, on the first day of each Lease month (or Commencement Date if other than the first day of
a month) and shall be prorated or reduced in the same circumstances as permitted for rentals paid pursuant to Paragraph 3(a) or 3(b) herein. The monthly rentals for each new Supermarket
location shall be the same as specified for existing locations pursuant to Paragraph 4 above. 




        15.    Successors and Assigns.    It is mutually covenanted and agreed by the parties hereto
that each of the terms, conditions, and promises of Smith's and Anchor hereunder shall extend to and be binding upon and inure to the benefit of Smith's and Anchor, and each of their respective heirs,
executors, administrators, successors and assigns. Anchor shall not assign this Agreement or sublease or sub-sublease the Demised Premises to a third party without the approval of Smith's,
first obtained in 


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writing. The said approval shall not be unreasonably withheld by Smith's. Any such assignment, sublease, or sub-sublease without Smith's prior written consent shall be void and of no
force or effect. 


        16.    Relation of Parties.    Nothing contained in this Agreement shall be deemed or
construed by the parties or by any third person to create the relationship of principal and agent, partnership, or of joint venture or of any association between Smith's and Anchor except that of
landlord arid tenant, and no act of the parties hereto shall be deemed to create any relationship between them other than the relationship of landlord and tenant. 



        17.    Entire Agreement.    This Agreement contains all covenants and agreements between
Smith's and Anchor relating in any manner to the rental, use, and occupancy of the Demised Premises and the other matters set forth in this Agreement. No prior agreement or understanding pertaining to
the use and occupancy of the Demised Premises shall be valid or of any force or effect, and the covenants and agreements of the Agreement cannot be altered, changed, modified, or added to, except in
writing signed by Smith's and Anchor. 


        18.    Litigation.    If litigation arises from the default in performance of any of the
provisions of this Agreement by either Anchor or Smith's, the prevailing party in such litigation shall be entitled to recover from the breaching party reasonable attorneys' fees and costs of
litigation. 


        19.    Prior Agreements; Effective Date.    This Agreement is effective as of August 1,
1993, and supersedes and replaces in full all prior agreements between the parties as of said date. 


        IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/ [Illegible]

	 	 	Its	Chairman
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/ [Illegible]

	 	 	Its	President




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	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	 	 	LEASED STORES	 	 
	

351	
 	

Tropicana and Jones

Las Vegas, Nevada	
 	

August 1, 1993
	

354	
 	

Flamingo and Sandhill

Las Vegas, Nevada	
 	

August 1, 1993
	

359	
 	

232 North Jones Blvd.

Las Vegas, Nevada	
 	

August 1, 1993
	

369	
 	

1941 North Decatur

Las Vegas, Nevada	
 	

August 1, 1993
	

377	
 	

850 South Rancho Drive

Las Vegas, Nevada	
 	

August 1, 1993
	

381	
 	

890 S. Boulder Highway

Henderson, Nevada	
 	

August 1, 1993
	

 	
 	
OWNED STORES	
 	

 
	

350	
 	

Sunset & Mountain Vista

Las Vegas, Nevada	
 	

August 1, 1993
	

352	
 	

Virginia and Moana

Reno, Nevada	
 	

August 1, 1993
	

355	
 	

Stewart and Nellis

Las Vegas, Nevada	
 	

August 1, 1993
	

356	
 	

Carson City, Nevada	
 	

August 1, 1993
	

357	
 	

Sparks, Nevada	
 	

August 1, 1993
	

358	
 	

Maryland Pkwy & Sahara

Las Vegas, Nevada	
 	

August 1, 1993
	

383	
 	

4440 N. Rancho Drive

Las Vegas, Nevada	
 	

August 1, 1993
	

384	
 	

2255 N. Las Vegas Blvd.

Las Vegas, Nevada	
 	

August 1, 1993
	

385	
 	

2211 N. Rampart Blvd.

Las Vegas, Nevada	
 	

August 1, 1993




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FIRST AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS FIRST AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 30th day of
June, 1994, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in Nevada (hereinafter called "Smith's"), and Anchor Coin, a licensed slot
route operator in the State of Nevada (hereinafter called ("Anchor"). 


W I T N E S S E T H:  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993 (the
"Agreement"), whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned
Properties," for the operation of certain gaming devices; and 


        WHEREAS, Smith's and Anchor now desire to amend the Agreement in certain respects by adding additional locations to the Agreement; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 



        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	 	 	LEASED STORES	 	 
	

379	
 	

4910 East Tropicana

Las Vegas, Nevada	
 	

July 1, 1994*
	

 	
 	
OWNED STORES	
 	

 
	

341	
 	

NEC Highway 372 & Highway 160

Pahrump, Nevada	
 	

November 4, 1994
	

389	
 	

NWC Main & Waterloo

Gardnerville, Nevada	
 	

December 30, 1994
	

388	
 	

SEC I-80 & Highway 225

Elko, Nevada	
 	

April 1995







	*
	Subject
to separate special terms and conditions as contained in that certain letter from Michael C. Frei to Michael Stone dated June 22, 1994. 



        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/ [Illegible]

	 	 	 	Its:	Senior Vice President

	    	 	 	 	 
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its:	[Illegible]





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SECOND AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS SECOND AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 25th day of
January, 1995, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in the State of Nevada (hereinafter called "Smith's"), and Anchor Coin, a
licensed slot route operator in the State of Nevada (hereinafter called ("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to said Agreement, and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devices, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994 (collectively, the "Agreement"); and 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 



        1.    Termination of Store No. 379.    Effective January 14, 1995, Smith's has
closed Smith's Store No. 379. Effective upon the closing, such location shall be deleted from Exhibit "A" to the Agreement and the Agreement and all of Anchor's obligations thereunder shall
terminate with respect to such location only. In consideration for such termination, Anchor shall pay to Smith's RCT due on or before January 26, 1995. 


        2.    Extension of Agreement.    In consideration of the sum of an additional RCT to be paid
by Anchor to Smith's on or before January 26, 1995, Smith's agrees to extend the term of the Agreement for one additional year. The Agreement shall expire on December 31, 2005. 


        3.    Expansion of Premises.    Smith's agrees to reasonably cooperate with Anchor in Anchor's
desire to upgrade the type and/or quality of its existing gaming machines, which upgraded machines will likely require minor amounts of additional space (4" to 6" per machine). Such upgrading or
replacing of existing machines and any remodeling associated therewith shall be borne by Anchor. Should Smith's agree to allow the removal of any existing vending machine, devise or other equipment
that constitutes an asset to Smith's, Anchor shall reimburse the fair and reasonable value of same to Smith's. For example, should Anchor request the removal of a toy or water vending machine to
facilitate its upgrading effort, Anchor shall (i) pay the cost of relocating such vending machine if a suitable alternative location can be secured or (ii) pay the revenue generating
value of such machine to Smith's if a suitable alternative location is not available but Smith's is willing to continue its operations without such vending machine. 


        4.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/ [Illegible]

	 	 	 	Its	Senior Vice President

	    	 	 	 	 
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/ [Illegible]

	 	 	 	Its	[Illegible]





2







 
 

THIRD AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS THIRD AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 28th day of
March, 1995, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in Nevada (hereinafter called "Smith's"), and Anchor Coin, a licensed slot
route operator in the State of Nevada (hereinafter called ("Anchor"). 


W I T N E S S E T H:  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994 and that certain Second Amendment to Lease
and Sublease Agreement dated January 25, 1995 (collectively, the "Agreement"); and 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	 	 	LEASED STORES	 	 
	

369	
 	

1941 N. Decatur

Las Vegas, Nevada	
 	

June 9, 1995
	

 	
 	
OWNED STORES	
 	

 
	

367	
 	

Pecos & Bonanza

Las Vegas, Nevada	
 	

July 12, 1995
	

371	
 	

SEC Sahara & Durango

Las Vegas, Nevada	
 	

January 1, 1996






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	
 	

/s/ [Illegible]

	 	 	 	 	Its	Senior Vice President

	    	 	 	 	 	 
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	
 	

/s/  JOSEPH MURPHY      

	 	 	 	 	Its	[Illegible] Gaming Operations





2







 
 

FOURTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS FOURTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 27th day of
February, 1996, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in the state of Nevada (hereinafter called "Smiths"), and Anchor Coin, a
licensed slot route operator in the State of Nevada (hereinafter called ("Anchor"). 


W I T N E S S E T H:  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devices, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease
dated January 25, 1995 and that certain Third Amendment to Lease dated March 28, 1995 (collectively, the "Agreement"); and, 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by extending the term of the Agreement; 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Extension of Agreement.    In consideration of the sum of an additional RCT to be paid
by Anchor to Smith's on or before February 28, 1996, Smith's agrees to extend the term of the Agreement for five (5) additional years. The Agreement shall expire on December 31,
2010. 


        2.    Miscellaneous.    This Amendment shall be binding upon the parties hereto and their
administrators, trustees, successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective
party. The Agreement remains in full force and effect and remains unmodified except to the extent specifically amended herein. 


        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/ [Illegible]

	 	 	Its	Chairman
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/ [Illegible]

	 	 	Its	Chairman









 
 

FIFTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS FIFTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 26th day of
April, 1996, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in Nevada (hereinafter called "Smith's"), and Anchor Coin, a licensed slot
route operator in the State of Nevada (hereinafter called ("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; and that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996 (collectively, the "Agreement"); and 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	342	 	Pioneer Boulevard & Hillside

Mesquite, Nevada	 	September 25, 1996






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 

        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

[Illegible]

	 	 	 	Its	Senior Vice President

	    	 	 	 	 
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

[Illegible]

	 	 	 	Its	President





2







 
 

SIXTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS SIXTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 13th day of
November, 1996, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in Nevada (hereinafter called "Smith's"), and Anchor Coin, a licensed
slot route operator in the State of Nevada (hereinafter called ("Anchor"). 


W I T N E S S E T H:  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996 and that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996 (collectively, the "Agreement"); and 



        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	348	 	SEC Greenvalley Parkway & Pebble

Las Vegas, Nevada	 	April, 1997






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 

        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/ [Illegible]

	 	 	 	Its	Senior Vice President

	    	 	 	 	 
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/ [Illegible]

	 	 	 	Its	[Illegible]





2







 
 

SEVENTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS SEVENTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 21st day of
February, 1997, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in Nevada (hereinafter called "Smith's"), and Anchor Coin, a licensed
slot route operator in the State of Nevada (hereinafter called ("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; and that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996, (collectively, the "Agreement"); and 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	390	 	SWC Pueblo & Wendover Blvd.

Wendover, Nevada	 	April 1, 1997
	

391	
 	

NEC Grass Valley & Sunrise Dr.

Winnemucca, Nevada	
 	

April 1, 1997






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/ [Illegible]

	 	 	 	Its:	Senior Vice President

	    	 	 	 	 
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/ [Illegible]

	 	 	 	Its:	President





2







 
 

EIGHTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS EIGHTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 19th day of
December, 1997, by and between Smith's Food & Drug Centers, Inc., a Delaware corporation qualified to do business in Nevada (hereinafter called "Smith's"), and Anchor Coin, a licensed
slot route operator in the State of Nevada (hereinafter called ("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996 and that certain Seventh Amendment to Lease and Sublease dated February 21st, 1997 (collectively, the "Agreement"); and 



        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	376	 	Eastern & Windmill

Las Vegas, Nevada	 	June 1, 1998






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 

        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	"SMITH'S"
	

 	
 	
SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/  WADE S. WILLIAMS      

	 	 	 	Its:	Senior Vice President

	    	 	 	 	 
	

 	
 	

"ANCHOR"
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its:	Vice President





2







 
 

NINTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS NINTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 4th day of
August, 1998, by and between SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation qualified to do business in Nevada (hereinafter called
"Smith's"), and ANCHOR COIN, a licensed slot route operator in the State of Nevada (hereinafter called
("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either
"Leased Properties" or "Owned Properties," for the operation of certain gaming devises, which Agreement
was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and Sublease Agreement dated January 25, 1995;
that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease Agreement dated February 27, 1996; that certain
Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease Agreement dated November 13, 1996; that certain Seventh Amendment
to Lease and Sublease Agreement dated February 21, 1997; and that certain Eighth Amendment to Lease and Sublease Agreement dated December 19, 1997 (collectively, the
"Agreement"); and 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	#347	 	Charleston & Hualapai

Las Vegas, Nevada	 	1/27/99
	

#392	
 	

Highway 50 and River Road

Dayton, Nevada	
 	

1/27/99






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. 



	 	 	SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/  WADE S. WILLIAMS      

	 	 	 	Its:	Senior Vice President

	    	 	 	 	 
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its	Vice President





2







 
 

TENTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS TENTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 29th day of
September, 1998, by and between SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation qualified to do business in Nevada (hereinafter called
"Smith's"), and ANCHOR COIN, a licensed slot route operator in the State of Nevada (hereinafter called
("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996; that certain Seventh Amendment to Lease and Sublease dated February 21, 1997; an Eighth Amendment to Lease and Sublease Agreement dated December 19, 1997; and
that Ninth Amendment to Lease and Sublease dated August 4, 1998 (collectively, the "Agreement"). 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	346	 	SEC Horizon Drive & Eastern Avenue

Henderson, Nevada	 	May      , 1999






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 

        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/  WADE S. WILLIAMS      

	 	 	 	Its:	Senior Vice President

	    	 	 	 	 
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its:	Vice President





2







 
 

ELEVENTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS ELEVENTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 3rd day of
May, 1999 by and between SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation qualified to do business in Nevada (hereinafter called
"Smith's"), and ANCHOR COIN, a licensed slot route operator in the State of Nevada (hereinafter called
"Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996; that certain Seventh Amendment to Lease and Sublease dated February 21, 1997; an Eighth Amendment to Lease and Sublease Agreement dated December 19, 1997; Ninth
Amendment to Lease and Sublease dated August 4, 1998 (collectively, the "Agreement"); and that Tenth Amendment to Lease and Sublease Agreement dated September 28, 1998. 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	345	 	Ann & Camino Al Norte North

Las Vegas, NV	 	December 15, 1999






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN
WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/  WADE S. WILLIAMS      

	 	 	 	Its	Senior Vice President

	    	 	 	 	 
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its	Vice President





2







 
 

TWELFTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS TWELFTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 29th day of
March, 2000 by and between SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation qualified to do business in Nevada (hereinafter called
"Smith's"), and ANCHOR COIN, a licensed slot route operator in the State of Nevada (hereinafter called
("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996; that certain Seventh Amendment to Lease and Sublease dated February 21, 1997; an Eighth Amendment to Lease and Sublease Agreement dated December 19, 1997; a
Ninth Amendment to Lease and Sublease dated August 4, 1998; that Tenth Amendment to Lease and Sublease dated September 28, 1998; and an Eleventh Amendment to Lease and Sublease dated
May 3, 1999 (collectively, the "Agreement"); and 


        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 



        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	#349	 	Silverado Ranch Blvd. & Maryland Parkway, Las Vegas	 	September 13, 2000
	

#395	
 	

Horizon & Stephanie, Henderson	
 	

April 25, 2001
	

#378	
 	

South Meadows Pkwy & Double R Blvd, Reno	
 	

May 30, 2001






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN
WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/  WADE S. WILLIAMS      

	 	 	 	Its:	Wade S. Williams

	    	 	 	 	 
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its:	Joseph Murphy, Vice President





2







 
 

THIRTEENTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS THIRTEENTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 12th day
of January, 2001 by and between SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation qualified to do business in Nevada (hereinafter called
"Smith's"), and ANCHOR COIN, a licensed slot route operator in the State of Nevada (hereinafter called
("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devices, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996; that certain Seventh Amendment to Lease and Sublease dated February 21, 1997; an Eighth Amendment to Lease and Sublease Agreement dated December 19, 1997; a
Ninth Amendment to Lease and Sublease dated August 4, 1998; that Tenth Amendment to Lease and Sublease dated September 28, 1998; that certain Eleventh Amendment to Lease and Sublease
dated May 3, 1999; and that Twelfth Amendment to lease and Sublease dated March 29, 2000 (collectively, the "Agreement"); and, 



        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	#396	 	Flamingo & Fort Apache, Las Vegas, Nevada	 	September 12, 2001
	

#399	
 	

Desert Inn & Decatur, Las Vegas, Nevada	
 	

November 7, 2001






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN
WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/  WADE S. WILLIAMS      

	 	 	 	Its:	Sr. Vice President

	    	 	 	 	 
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its:	6/04/01 Vice President





2







 
 

FIRST AFFILIATE AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS FIRST AFFILIATE AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this
23rd day of August, 2002 by and between RALPH'S GROCERY COMPANY, a Delaware corporation qualified to do business in Nevada (hereinafter called "Ralphs")
and an affiliate of SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation qualified to do business in Nevada (hereinafter called
"Smith's"), and ANCHOR COIN, a licensed slot route operator in the State of Nevada (hereinafter called
("Anchor"). 


 
 

WITNESSETH:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devices, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996; that certain Seventh Amendment to Lease and Sublease dated February 21, 1997; that certain Eighth Amendment to Lease and Sublease Agreement dated December 19,
1997; that certain Ninth Amendment to Lease and Sublease dated August 4, 1998; that certain Tenth Amendment to Lease and Sublease dated September 28, 1998; that certain Eleventh
Amendment to Lease and Sublease dated May 3, 1999; that certain Twelfth Amendment to Lease and Sublease dated March 29, 2000; and that certain Thirteenth Amendment to Lease and Sublease
dated January 12, 2001 (collectively, the "Agreement"); and, 


        WHEREAS, on or about February 27, 2001, Smiths and Ralphs entered into that certain Partial Assignment and Assumption of Lease and
Sublease Agreement (Anchor Coin) pursuant to which Smith's assigned all of its right, title and interest under the Agreement as to three former "Price Rite" stores to Ralphs. 



        WHEREAS, the Agreement provides that "where Smith's or any affiliate thereof has the right to operate or sublease space for the operation
of gaming devices, that such Supermarket Premises shall become part of this Agreement." 


        WHEREAS, Ralphs, as an affiliate of Smith's, and Anchor now desire to further amend the Agreement in certain respects by adding additional
locations to the Agreement which will be operated by Ralphs under the name "Food 4 Less"; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Ralph's and Anchor hereby agree as follows: 



        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Ralphs, as an affiliate of Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	#798	 	Sahara & Nellis, Las Vegas, Nevada	 	November 15, 2002
	

#503	
 	

Simmons & Craig Road, North Las Vegas, Nevada	
 	

November 15, 2002








 

        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 


        IN
WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	RALPHS GROCERY COMPANY,

a Delaware corporation

(Affiliate of Smith's Food & Drug Centers, Inc.)
	

 	
 	

By:	

/s/ [Illegible] BARBER

	 	 	 	Its	Sr. Vice President

	    	 	 	 	 
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its	Vice President





2







 
 

FOURTEENTH AMENDMENT TO
  LEASE AND SUBLEASE AGREEMENT    
  



        THIS FOURTEENTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT (the "Amendment") is made and entered into this 9th day
of October, 2002 by and between SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation qualified to do business in Nevada (hereinafter called
"Smith's"), and ANCHOR COIN, a licensed slot route operator in the State of Nevada (hereinafter called
("Anchor"). 


 
 

W I T N E S S E T H:    
  


        WHEREAS, Smith's and Anchor entered into that certain Lease and Sublease Agreement dated July 28, 1993,
whereby Smith's leases or subleases space to Anchor within those certain properties listed on Exhibit "A" to the Agreement and identified as either "Leased Properties" or "Owned Properties," for the
operation of certain gaming devises, which Agreement was amended by that certain First Amendment to Lease and Sublease Agreement dated June 30, 1994; that certain Second Amendment to Lease and
Sublease Agreement dated January 25, 1995; that certain Third Amendment to Lease and Sublease Agreement dated March 28, 1995; that certain Fourth Amendment to Lease and Sublease
Agreement dated February 27, 1996; that certain Fifth Amendment to Lease and Sublease Agreement dated April 26, 1996; that certain Sixth Amendment to Lease and Sublease dated
November 13, 1996; that certain Seventh Amendment to Lease and Sublease dated February 21, 1997; an Eighth Amendment to Lease and Sublease Agreement dated December 19, 1997; a
Ninth Amendment to Lease and Sublease dated August 4, 1998; that Tenth Amendment to Lease and Sublease dated September 28, 1998; that certain Eleventh Amendment to Lease and Sublease
dated May 3, 1999; and that Twelfth Amendment to Lease and Sublease dated March 29, 2000; a Thirteenth Amendment to Lease and Sublease dated January 12, 2001; and a First
Affiliate Amendment to Lease and Sublease Agreement dated August 23, 2002 (collectively, the "Agreement"); and 



        WHEREAS, Smith's and Anchor now desire to further amend the Agreement in certain respects by adding additional locations to the Agreement; 


        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Smith's and Anchor hereby agree as follows: 


        1.    Demised Premises.    The following locations are hereby added to Exhibit "A" to the
Agreement, as premises in which Smith's leases or subleases, as the case may be, space to Anchor: 



	Store Number
 
	 	Address
	 	Estimated

Commencement Date

of Term for Respective

Supermarket Locations

	#344	 	#175 Lemon Drive, Reno, NV 89506	 	1st Quarter 2003






        2.    Miscellaneous.    This Amendment shall be binding on the parties hereto and their
respective successors and assigns. The individuals executing this Amendment represent and warrant that they are duly empowered so to do and have authority to bind their respective party. The Agreement
remains in full force and effect and remains unmodified except to the extent specifically amended herein. 





 



        IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above written. 



	 	 	SMITH'S FOOD & DRUG CENTERS, INC.
	

 	
 	

By:	

/s/  WADE S. WILLIAMS      

	 	 	 	Its	Sr. Vice President

	    	 	 	 	 
	

 	
 	
ANCHOR COIN
	

 	
 	

By:	

/s/  JOSEPH MURPHY      

	 	 	 	Its	Joseph Murphy, Vice President





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Exhibit 10.40

LEASE AND SUBLEASE AGREEMENT



FIRST AMENDMENT TO LEASE AND SUBLEASE AGREEMENT


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THIRTEENTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT

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FIRST AFFILIATE AMENDMENT TO LEASE AND SUBLEASE AGREEMENT

WITNESSETH


FOURTEENTH AMENDMENT TO LEASE AND SUBLEASE AGREEMENT

W I T N E S S E T H