EXECUTION
        VERSION

       

      


       

      


       

      CREDIT
        AGREEMENT

       

      


       

      Dated
        as
        of November 10, 2005

       

      


       

      between

       

      CASH
        SYSTEMS, INC.

       

      as
        Borrower,

       

      and

       

      BANK
        OF AMERICA, N.A.,

       

      


       

      as
        Lender

      


       

      



      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      


      TABLE
        OF CONTENTS

      

        
          	
                  Section

                	 	
                  Page

                
	 	 	 	 
	
                  1.

                	
                  LINE
                    OF CREDIT AMOUNT AND TERMS

                	
                  1

                	
                   

                
	
                  1

                	
                  .1

                	
                  Line
                    of Credit Amount.

                	
                   

                	
                  1

                	
                   

                
	
                  1

                	
                  .2

                	
                  Availability
                    Period.

                	
                   

                	
                  1

                	
                   

                
	
                  1

                	
                  .3

                	
                  Repayment
                    Terms.

                	
                   

                	
                  1

                	
                   

                
	
                  1

                	
                  .4

                	
                  Interest
                    Rate.

                	
                   

                	
                  1

                	
                   

                
	
                  1

                	
                  .5

                	
                  Optional
                    Interest Rates.

                	
                   

                	
                  2

                	
                   

                
	
                  1

                	
                  .6

                	
                  Applicable
                    Margin.

                	
                   

                	
                  2

                	
                   

                
	
                  1

                	
                  .7

                	
                  Letters
                    of Credit.

                	
                   

                	
                  3

                	
                   

                
	
                  1

                	
                  .8

                	
                  Increase
                    Options.

                	
                   

                	
                  3

                	
                   

                
	 	 	 	 	 
	
                  2.

                	
                  OPTIONAL
                    INTEREST RATES

                	
                   

                	
                  4

                	
                   

                
	
                  2

                	
                  .1

                	
                  Optional
                    Rates.

                	
                   

                	
                  4

                	
                   

                
	
                  2

                	
                  .2

                	
                  LIBOR
                    Rate.

                	
                   

                	
                  4

                	
                   

                
	 	 	 	 	 
	
                  3.

                	
                  
                    FEES
                      AND EXPENSES

                  

                	
                   

                	
                  5

                	
                   

                
	
                  3

                	
                  .1

                	
                  Fees.

                	
                   

                	
                  5

                	
                   

                
	
                  3

                	
                  .2

                	
                  Expenses.

                	
                   

                	
                  6

                	
                   

                
	
                  3

                	
                  .3

                	
                  Reimbursement
                    Costs.

                	
                   

                	
                  6

                	
                   

                
	 	 	 	 	 
	
                  4.

                	
                  COLLATERAL

                	
                   

                	
                  7

                	
                   

                
	
                  4

                	
                  .1

                	
                  Personal
                    Property.

                	
                   

                	
                  7

                	
                   

                
	 	 	 	 	 
	
                  5.

                	
                  DISBURSEMENTS,
                    PAYMENTS AND COSTS

                	
                   

                	
                  7

                	
                   

                
	
                  5

                	
                  .1

                	
                  Disbursements
                    and Payments.

                	
                   

                	
                  7

                	
                   

                
	
                  5

                	
                  .2

                	
                  Telephone
                    and Telefax Authorization.

                	
                   

                	
                  7

                	
                   

                
	
                  5

                	
                  .3

                	
                  Direct
                    Debit (Pre-Billing).

                	
                   

                	
                  8

                	
                   

                
	
                  5

                	
                  .4

                	
                  Banking
                    Days.

                	
                   

                	
                  8

                	
                   

                
	
                  5

                	
                  .5

                	
                  Interest
                    Calculation.

                	
                   

                	
                  8

                	
                   

                
	
                  5

                	
                  .6

                	
                  Default
                    Rate.

                	
                   

                	
                  9

                	
                   

                
	 	 	 	 	 
	
                  6.

                	
                  CONDITIONS

                	
                   

                	
                  9

                	
                   

                
	
                  6

                	
                  .1

                	
                  Initial
                    Advance.

                	
                   

                	
                  9

                	
                   

                
	
                  6

                	
                  .2

                	
                  Subsequent
                    Advances.

                	
                   

                	
                  10

                	
                   

                
	 	 	 	 	 
	
                  7.

                	
                  REPRESENTATIONS
                    AND WARRANTIES

                	
                   

                	
                  10

                	
                   

                
	
                  7

                	
                  .1

                	
                  Formation.

                	
                   

                	
                  10

                	
                   

                
	
                  7

                	
                  .2

                	
                  Authorization.

                	
                   

                	
                  10

                	
                   

                
	
                  7

                	
                  .3

                	
                  Enforceable
                    Agreement.

                	
                   

                	
                  10

                	
                   

                
	
                  7

                	
                  .4

                	
                  Good
                    Standing.

                	
                   

                	
                  10

                	
                   

                
	
                  7

                	
                  .5

                	
                  No
                    Conflicts.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .6

                	
                  Financial
                    Information.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .7

                	
                  Lawsuits.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .8

                	
                  Collateral.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .9

                	
                  Governmental
                    Authorization.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .10
                    

                	
                  Permits,
                    Franchises.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .11
                    

                	
                  Other
                    Obligations.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .12
                    

                	
                  Tax
                    Matters.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .13
                    

                	
                  No
                    Event of Default.

                	
                   

                	
                  11

                	
                   

                
	
                  7

                	
                  .14
                    

                	
                  Insurance.

                	
                   

                	
                  12

                	
                   

                
	
                  7

                	
                  .15
                    

                	
                  Location
                    of Borrower.

                	
                   

                	
                  12

                	
                   

                


           

          
            
               

            

            
              i

              
                

              

            

            
               

            

          

           

          
            	
                    8.

                  	
                    COVENANTS

                  	
                     

                  	
                    12

                  	
                     

                  
	
                    8

                  	
                    .1

                  	
                    Use
                      of Proceeds.

                  	
                     

                  	
                    12

                  	
                     

                  
	
                    8

                  	
                    .2

                  	
                    Financial
                      Information.

                  	
                     

                  	
                    12

                  	
                     

                  
	
                    8

                  	
                    .3

                  	
                    Funded
                      Debt to EBITDA Ratio.

                  	
                     

                  	
                    13

                  	
                     

                  
	
                    8

                  	
                    .4

                  	
                    Minimum
                      EBITDA.

                  	
                     

                  	
                    13

                  	
                     

                  
	
                    8

                  	
                    .5

                  	
                    Liquidity.

                  	
                     

                  	
                    14

                  	
                     

                  
	
                    8

                  	
                    .6

                  	
                    Fixed
                      Charge Coverage Ratio.

                  	
                     

                  	
                    14

                  	
                     

                  
	
                    8

                  	
                    .7

                  	
                    Maintenance
                      Capital Expenditures.

                  	
                     

                  	
                    14

                  	
                     

                  
	
                    8

                  	
                    .8

                  	
                    Bank
                      as Principal Depository.

                  	
                     

                  	
                    14

                  	
                     

                  
	
                    8

                  	
                    .9

                  	
                    Other
                      Debts.

                  	
                     

                  	
                    14

                  	
                     

                  
	
                    8

                  	
                    .10
                      

                  	
                    Other
                      Liens.

                  	
                     

                  	
                    15

                  	
                     

                  
	
                    8

                  	
                    .11
                      

                  	
                    Maintenance
                      of Assets.

                  	
                     

                  	
                    15

                  	
                     

                  
	
                    8

                  	
                    .12
                      

                  	
                    Investments.

                  	
                     

                  	
                    15

                  	
                     

                  
	
                    8

                  	
                    .13
                      

                  	
                    Loans.

                  	
                     

                  	
                    15

                  	
                     

                  
	
                    8

                  	
                    .14
                      

                  	
                    Change
                      of Management.

                  	
                     

                  	
                    16

                  	
                     

                  
	
                    8

                  	
                    .15
                      

                  	
                    Additional
                      Negative Covenants.

                  	
                     

                  	
                    16

                  	
                     

                  
	
                    8

                  	
                    .16
                      

                  	
                    Notices
                      to Bank.

                  	
                     

                  	
                    17

                  	
                     

                  
	
                    8

                  	
                    .17
                      

                  	
                    Insurance.

                  	
                     

                  	
                    17

                  	
                     

                  
	
                    8

                  	
                    .18
                      

                  	
                    Compliance
                      with Laws.

                  	
                     

                  	
                    17

                  	
                     

                  
	
                    8

                  	
                    .19
                      

                  	
                    ERISA
                      Plans.

                  	
                     

                  	
                    18

                  	
                     

                  
	
                    8

                  	
                    .20
                      

                  	
                    Books
                      and Records.

                  	
                     

                  	
                    18

                  	
                     

                  
	
                    8

                  	
                    .21.

                  	
                    Audits.

                  	
                     

                  	
                    18

                  	
                     

                  
	
                    8

                  	
                    .22

                  	
                    Perfection
                      of Liens.

                  	
                     

                  	
                    18

                  	
                     

                  
	
                    8

                  	
                    .23

                  	
                    Cooperation.

                  	
                     

                  	
                    18

                  	
                     

                  
	 	 	 	 	 
	
                    9.

                  	
                    DEFAULT
                      AND REMEDIES

                  	
                     

                  	
                    18

                  	
                     

                  
	
                    9

                  	
                    .1

                  	
                    Failure
                      to Pay.

                  	
                     

                  	
                    18

                  	
                     

                  
	
                    9

                  	
                    .2

                  	
                    Other
                      Loan Documents or Bank Agreements.

                  	
                     

                  	
                    18

                  	
                     

                  
	
                    9

                  	
                    .3

                  	
                    Cross-default.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .4

                  	
                    False
                      Information.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .5

                  	
                    Bankruptcy.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .6

                  	
                    Receivers.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .7

                  	
                    Lien
                      Priority.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .8

                  	
                    Lawsuits.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .9

                  	
                    Judgments.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .10

                  	
                    Material
                      Adverse Change.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .11

                  	
                    Government
                      Action.

                  	
                     

                  	
                    19

                  	
                     

                  
	
                    9

                  	
                    .12

                  	
                    Default
                      under Related Documents.

                  	
                     

                  	
                    20

                  	
                     

                  
	
                    9

                  	
                    .13

                  	
                    ERISA
                      Plans.

                  	
                     

                  	
                    20

                  	
                     

                  
	
                    9

                  	
                    .14

                  	
                    Other
                      Breach Under Agreement.

                  	
                     

                  	
                    20

                  	
                     

                  
	 	 	 	 	 
	
                    10.

                  	
                    ENFORCING
                      THIS AGREEMENT; MISCELLANEOUS

                  	
                     

                  	
                    20

                  	
                     

                  
	
                    10

                  	
                    .1

                  	
                    GAAP.

                  	
                     

                  	
                    20

                  	
                     

                  
	
                    10

                  	
                    .2

                  	
                    Nevada
                      Law.

                  	
                     

                  	
                    20

                  	
                     

                  
	
                    10

                  	
                    .3

                  	
                    Successors
                      and Assigns.

                  	
                     

                  	
                    20

                  	
                     

                  
	
                    10

                  	
                    .4

                  	
                    Arbitration
                      and Waiver of Jury Trial.

                  	
                     

                  	
                    20

                  	
                     

                  
	
                    10

                  	
                    .5

                  	
                    Severability;
                      Waivers.

                  	
                     

                  	
                    22

                  	
                     

                  
	
                    10

                  	
                    .6

                  	
                    Attorneys’
                      Fees.

                  	
                     

                  	
                    22

                  	
                     

                  
	
                    10

                  	
                    .7

                  	
                    One
                      Agreement.

                  	
                     

                  	
                    22

                  	
                     

                  
	
                    10

                  	
                    .8

                  	
                    Indemnification.

                  	
                     

                  	
                    22

                  	
                     

                  
	
                    10

                  	
                    .9

                  	
                    Notices.

                  	
                     

                  	
                    23

                  	
                     

                  
	
                    10

                  	
                    .10.

                  	
                    Headings.

                  	
                     

                  	
                    23

                  	
                     

                  
	
                    10

                  	
                    .11
                      

                  	
                    Waiver
                      of Immunity.

                  	
                     

                  	
                    23

                  	
                     

                  
	
                    10

                  	
                    .12.

                  	
                    Counterparts.

                  	
                     

                  	
                    23

                  	
                     

                  
	
                    10

                  	
                    .13
                      

                  	
                    Affiliate
                      Sharing Notice.

                  	
                     

                  	
                    23

                  	
                     

                  
	
                    10

                  	
                    .14
                      

                  	
                    USA
                      PATRIOT Act Notice.

                  	
                     

                  	
                    24

                  	
                     

                  


          

        

        


        
          
             

          

          
            ii

            
              

            

          

          
             

          

        

      

       

      LOAN
        AGREEMENT

       

      This
        Agreement dated as of November 10, 2005 , is between Bank of America, N.A.
        (the
        "Bank") and Cash Systems, Inc., a Delaware corporation (the
        "Borrower").

       

      
        	
                1.

              	
                LINE
                  OF CREDIT AMOUNT AND TERMS

              


        	 	 


        	1.1	Line of Credit Amount.


      

       

      
        	
                (a)

              	
                During
                  the Availability Period (defined below), the Bank will provide
                  a line of
                  credit (the "Line") to the Borrower. The amount of the line of
                  credit (the
                  "Commitment") is Five Million Five Hundred Thousand Dollars ($5,500,000),
                  subject to increase pursuant to .

              


      

       

      
        	
                (b)

              	
                This
                  is a revolving line of credit. During the Availability Period,
                  the
                  Borrower may repay principal amounts and reborrow them. Each advance
                  from
                  the Line shall be for at least One Million Dollars ($1,000,000),
                  or for
                  the amount of the remaining Commitment, if
                  less.

              


      

       

      
        	
                (c)

              	
                The
                  Borrower agrees not to permit the principal balance outstanding
                  to exceed
                  the Commitment. If the Borrower exceeds this limit, the Borrower
                  will
                  immediately pay the excess to the Bank upon the Bank's
                  demand.

              


        	 	 


        	1.2	Availability Period.


      

       

      The
        Line
        is available between the date of this Agreement and November 9, 2007, or
        such
        earlier date as the availability may terminate as provided in this Agreement
        (the "Expiration Date") (the "Availability Period").

       

       

       

      
        	1.3	Repayment Terms. 


        	 	 


        	
                (a)

              	
                The
                  Borrower will pay interest on December 1, 2005, and then on the
                  same day
                  of each month thereafter until payment in full of any principal
                  outstanding under this facility.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower will repay in full any principal, interest or other charges
                  outstanding under this facility no later than the Expiration Date.
                  Any
                  interest period for an optional interest rate (as described below)
                  shall
                  expire no later than the Expiration Date.


              


      

       

       

       

      
        	1.4	Interest Rate. 


        	 	 


        	
                (a)

              	
                The
                  interest rate is a rate per year equal to the Bank's Prime Rate
                  plus the
                  Applicable Margin as defined below.

              


      

       

      
        	
                (b)

              	
                The
                  Prime Rate is the rate of interest publicly announced from time
                  to time by
                  the Bank as its Prime Rate. The Prime Rate is set by the Bank based
                  on
                  various factors, including the Bank’s costs and desired return, general
                  economic conditions and other factors, and is used as a reference
                  point
                  for pricing some loans. The Bank may price loans to its customers
                  at,
                  above, or below the Prime Rate. Any change in the Prime Rate shall
                  take
                  effect at the opening of business on the day specified in the public
                  announcement of a change in the Bank's Prime
                  Rate.

              


      

       

      
        	
                (c)

              	
                The
                  Borrower may make prepayments in whole or in part at any time on
                  any
                  principal bearing interest based on the Bank's Prime Rate plus
                  the
                  Applicable Margin. All prepayments of principal shall be applied
                  as the
                  Bank shall determine in its sole
                  discretion.

              


      

       


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
        	1.5	Optional
                Interest Rates. 


Instead
        of the interest rate based on the rate stated in the paragraph entitled
“Interest Rate” above, the Borrower may elect the LIBOR Rate as the optional
        interest rate for this facility during interest periods agreed to by the
        Bank
        and the Borrower. The optional interest rate shall be subject to the terms
        and
        conditions described later in this Agreement. Any principal amount bearing
        interest at an optional rate under this Agreement is referred to as a "Portion."
        

      
         

        
          	1.6	Applicable Margin. 


        

      

       

      The
        Applicable Margin shall be the following amounts per annum, based upon the
        Funded Debt to EBITDA (as defined in the “Covenants” section of this Agreement),
        as set forth in the most recent Compliance Certificate (as defined in the
        “Covenants” section of this Agreement) (or, if no Compliance Certificate is
        required, the Borrower’s most recent financial statements) received by the Bank
        as required in the Covenants section; provided, however, that, until the
        Bank
        receives the first Compliance Certificate or financial statement, such amounts
        shall be those indicated for pricing level I set forth below:

       

      
        	
                Applicable
                  Margin

                (in
                  percentage points per annum)

              
	 
	
                Pricing
                  Level

              	
                Funded
                  Debt to EBITDA

              	
                LIBOR
                  Margin

              	
                Base
                  Rate Margin

              
	
                I

              	
                Less
                  than or equal to 0.75:1.00

              	
                1.25%

              	
                0.00%

              
	
                II

              	
                Greater
                  than 0.75:1.00, 

                but
                  less than or equal to 1.25:1.00

              	
                1.50%

              	
                0.25%

                 

              
	
                III

              	
                Greater
                  than 1.25:1.00 but less than or equal to 1.75:1.00

              	
                1.75%

              	
                0.50%

              
	
                IV

              	
                Greater
                  than 

                1.75:1.00

              	
                2.25%

              	
                1.00%

              


      

      


      The
        Applicable Margin shall be in effect from the date the most recent Compliance
        Certificate or financial statement is received by the Bank until the date
        the
        next Compliance Certificate or financial statement is received; provided,
        however, that if the Borrower fails to timely deliver the next Compliance
        Certificate or financial statement, the Applicable Margin from the date such
        Compliance Certificate or financial statement was due until the date such
        Compliance Certificate or financial statement is received by the Bank shall
        be
        the highest pricing level set forth above.


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	1.7	Letters of Credit. 


        	 	 


        	
                (a)

              	
                During
                  the Availability Period, at the request of the Borrower, the Bank
                  will
                  issue:

              


      

       

      
        	 	
                (i)

              	
                Commercial
                  letters of credit with a maximum maturity of three hundred sixty-five
                  (365) days but not to extend beyond the Expiration Date. Each commercial
                  letter of credit will require drafts payable at
                  sight.

              


      

       

      
        	 	
                (ii)

              	
                Standby
                  letters of credit with a maximum maturity of three hundred sixty-five
                  (365) days but not to extend beyond the Expiration Date. The standby
                  letters of credit may include a provision providing that the maturity
                  date
                  will be automatically extended each year for an additional year
                  unless the
                  Bank gives written notice to the contrary; provided, however, that
                  each
                  letter of credit must include a final maturity date which will
                  not be
                  subject to automatic extension.

              


      

       

      
        	
                (b)

              	
                The
                  amount of the letters of credit outstanding at any one time (including
                  the
                  drawn and unreimbursed amounts of the letters of credit) may not
                  exceed
                  Two Million Five Hundred Thousand Dollars ($2,500,000).
                  

              


      

       

      
        	
                (c)

              	
                In
                  calculating the principal amount outstanding under the Line, the
                  calculation shall include the amount of any
                  letters of credit outstanding, including amounts drawn on any letters
                  of
                  credit and not yet reimbursed.

              


      

       

      
        	
                (d)

              	
                The
                  Borrower agrees:

              


      

       

      
        	 	
                (i)

              	
                Any
                  sum drawn under a letter of credit may, at the option of the Bank,
                  be
                  added to the principal amount outstanding under this Agreement.
                  The amount
                  will bear interest and be due as described elsewhere in this
                  Agreement.

              


      

       

      
        	 	
                (ii)

              	
                If
                  there is a default under this Agreement, to immediately prepay
                  and make
                  the Bank whole for any outstanding letters of
                  credit.

              


      

       

      
        	 	
                (iii)

              	
                The
                  issuance of any letter of credit and any amendment to a letter
                  of credit
                  is subject to the Bank's written approval and must be in form and
                  content
                  satisfactory to the Bank and in favor of a beneficiary acceptable
                  to the
                  Bank.

              


      

       

      
        	 	
                (iv)

              	
                To
                  sign the Bank's form Application and Agreement for Commercial Letter
                  of
                  Credit or Application and Agreement for Standby Letter of Credit,
                  as
                  applicable.

              


      

       

      
        	 	
                (v)

              	
                To
                  pay any issuance and/or other fees that the Bank notifies the Borrower
                  will be charged for issuing and processing letters of credit for
                  the
                  Borrower.

              


      

       

      
        	 	
                (vi)

              	
                To
                  allow the Bank to automatically charge its checking account for
                  applicable
                  fees, discounts, and other charges.

              


      

       

      
        	
                1.8

              	
                Increase
                  Options.

              


      

       

      
        	
                (a)

              	
                The
                  Borrower may request an increase to the Commitment of an aggregate
                  amount
                  of not more than Seven Million Five Hundred Thousand Dollars ($7,500,000)
                  to fund the cash acquisition price of the IGS Assets (defined below)
                  (the
                  "IGS Acquisition Increase"), provided
                  that:

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

         

      

      (i) no
        event
        of default or default shall have occurred or be continuing or shall occur
        as a
        result of the increase in the Commitment, tested on a pro forma basis as
        a
        condition to the increase.

       

      (ii) Borrower
        provides the Bank evidence that Borrower has entered into a transaction for
        acquisition of the IGS Assets, and financial information in a form satisfactory
        to the Bank confirming the amount of acquired cash flow on a trailing
        twelve-month basis from the acquisition by the Borrower of the assets of
        the
        Indian Gaming Services Division from Borrego Springs Bank (the "IGS Cash
        Flow"),
        which acquisition is to include the acquisition of a sixty (60) machine ATM
        network (the "IGS Assets").

       

      (iii) As
        a
        condition to disbursement of the IGS Acquisition Increase, the Bank must
        receive
        evidence of Borrower's closing of the transaction for acquisition of the
        IGS
        Assets.

       

      
        	
                (b)

              	
                The
                  Borrower may request an additional increase to the Commitment of
                  an
                  aggregate amount of not more than Five Million Dollars ($5,000,000),
                  in
                  increments of not less than One Million Dollars ($1,000,000) provided
                  that
                  no event of default or default shall have occurred or be continuing
                  or
                  shall occur as a result of the increase in the Commitment, tested
                  on a pro
                  forma basis as a condition to the
                  increase.

              


      

       

      
        	
                2.

              	
                OPTIONAL
                  INTEREST RATES

              


        	 	 


        	2.1	Optional Rates. 


      

       

      Each
        optional interest rate is a rate per year. No Portion will be converted to
        a
        different interest rate during the applicable interest period. Upon the
        occurrence of an event of default under this Agreement, the Bank may terminate
        the availability of optional interest rates for interest periods commencing
        after the default occurs. At the end of any interest period, the interest
        rate
        will revert to the rate stated in the paragraph(s) entitled "Interest Rate"
        above, unless the Borrower has designated another optional interest rate
        for the
        Portion.

       

      
        	2.2	
                LIBOR
                  Rate. 

              


      

       

      The
        election of LIBOR Rates shall be subject to the following terms and
        requirements:

       

      
        	
                (a)

              	
                The
                  interest period during which the LIBOR Rate will be in effect will
                  be one,
                  two, three, or six months. The first day of the interest period
                  must be a
                  day other than a Saturday or a Sunday on which banks are open for
                  business
                  in New York and London and dealing in offshore dollars (a "LIBOR
                  Banking
                  Day"). The last day of the interest period and the actual number
                  of days
                  during the interest period will be determined by the Bank using
                  the
                  practices of the London inter-bank
                  market.

              


      

       

      
        	
                (b)

              	
                Each
                  LIBOR Rate Portion will be for an amount not less than One Hundred
                  Thousand Dollars ($100,000).

              


      

       

      
        	
                (d)

              	
                The
                  "LIBOR Rate" means the interest rate determined by the following
                  formula.
                  (All amounts in the calculation will be determined by the Bank
                  as of the
                  first day of the interest period.)

              


      

       

      LIBOR
        Rate = London
        Inter-Bank Offered Rate

      (1.00
        -
        Reserve Percentage)

       

      Where,

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	 	
                (i)

              	
                "London
                  Inter-Bank Offered Rate" means the interest rate at which the Bank
                  of
                  America's London Banking Center, London, Great Britain, would offer
                  U.S.
                  dollar deposits for the applicable interest period to other major
                  banks in
                  the London inter-bank market at approximately 11:00 a.m. London
                  time two
                  (2) London Banking Days before the commencement of the interest
                  period. A
                  "London Banking Day" is a day on which banks in London are open
                  for
                  business and dealing in offshore
                  dollars.

              


      

       

      
        	 	
                (ii)

              	
                "Reserve
                  Percentage" means the total of the maximum reserve percentages
                  for
                  determining the reserves to be maintained by member banks of the
                  Federal
                  Reserve System for Eurocurrency Liabilities, as defined in Federal
                  Reserve
                  Board Regulation D, rounded upward to the nearest 1/100 of one
                  percent.
                  The percentage will be expressed as a decimal, and will include,
                  but not
                  be limited to, marginal, emergency, supplemental, special, and
                  other
                  reserve percentages.

              


      

       

      
        	
                (e)

              	
                The
                  Borrower shall irrevocably request a LIBOR Rate Portion no later
                  than
                  12:00 noon Pacific time on the LIBOR Banking Day preceding the
                  day on
                  which the London Inter-Bank Offered Rate will be set, as specified
                  above.
                  For example, if there are no intervening holidays or weekend days
                  in any
                  of the relevant locations, the request must be made at least three
                  days
                  before the LIBOR Rate takes effect.

              


      

       

      
        	
                (f)

              	
                The
                  Bank will have no obligation to accept an election for a LIBOR
                  Rate
                  Portion if any of the following described events has occurred and
                  is
                  continuing:

              


      

       

      
        	 	
                (i)

              	
                Dollar
                  deposits in the principal amount, and for periods equal to the
                  interest
                  period, of a LIBOR Rate Portion are not available in the London
                  inter-bank
                  market; or

              


      

       

      
        	 	
                (ii)

              	
                the
                  LIBOR Rate does not accurately reflect the cost of a LIBOR Rate
                  Portion.

              


      

       

      
        	
                (g)

              	
                Each
                  prepayment of a LIBOR Rate Portion, whether voluntary, by reason
                  of
                  acceleration or otherwise, will be accompanied by the amount of
                  accrued
                  interest on the amount prepaid and a prepayment fee as described
                  below. A
                  "prepayment" is a payment of an amount on a date earlier than the
                  scheduled payment date for such amount as required by this Agreement.
                  The
                  Borrower shall provide the Bank with notice not less than three
                  (3)
                  business days prior to any voluntary
                  prepayment.

              


      

       

      
        	
                (h)

              	
                The
                  prepayment fee shall be in an amount sufficient to compensate the
                  Bank for
                  any loss, cost or expense incurred by it as a result of the prepayment,
                  including any loss of anticipated profits
                  and any loss or expense arising from the liquidation or reemployment
                  of
                  funds obtained by it to maintain such Portion or from fees payable
                  to
                  terminate the deposits from which such funds were obtained.
                  The Borrower shall also pay any customary administrative fees charged
                  by
                  the Bank in connection with the foregoing. For
                  purposes of this paragraph, the
                  Bank
                  shall be deemed to have funded each Portion by a matching deposit
                  or other
                  borrowing in the applicable interbank market, whether or not such
                  Portion
                  was in fact so funded.

              


      

       

      
        	
                3.

              	
                FEES
                  AND EXPENSES

              


      

       

      
        	3.1	
                Fees. 

              


      

       

      
        	
                (a)

              	
                Upfront
                  Fee.
                  The Borrower agrees to pay a loan fee in the amount of Thirty-Nine
                  Thousand Dollars ($39,000). This fee is due on the date of this
                  Agreement.

              


      

       

      
        	
                (b)

              	
                Unused
                  Commitment Fee.
                  The Borrower agrees to pay a fee on any difference between the
                  Commitment
                  and the amount of credit it actually uses, determined by the average
                  of
                  the daily amount of credit outstanding during the specified period.
                  The
                  fee will be calculated as set forth below, based on the Borrower's
                  Funded
                  Debt to EBITDA, (as defined in the “Covenants” section of this Agreement),
                  as set forth in the most recent Compliance Certificate (or, if
                  no
                  Compliance Certificate is required, the Borrower’s most recent financial
                  statements) received by the Bank as required in the Covenants section,
                  The
                  calculation of credit outstanding shall include the undrawn amount
                  of
                  letters of credit. This fee is due quarterly in arrears on the
                  last day of
                  each calendar quarter during the Availability
                  Period.

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                Funded
                  Debt to EBITDA

              	
                Commitment
                  Fee

              
	
                Less
                  than or equal to 0.75:1.00

              	
                0.20%

              
	
                Greater
                  than 0.75:1.00, but less than or
                  equal to 1.25:1.00

              	
                0.20%

              
	
                Greater
                  than 1.25:1.00 but less than or equal to 1.75:1.00

              	
                0.25%

              
	
                Greater
                  than 1.75:1.00

              	
                0.35%

              


      

       

      
        	
                (b)

              	
                Waiver
                  Fee.
                  If the Bank, at its discretion, agrees to waive or amend any terms
                  of this
                  Agreement, the Borrower will, at the Bank's option, pay the Bank
                  a fee for
                  each waiver or amendment in an amount advised by the Bank at the
                  time the
                  Borrower requests the waiver or amendment. Nothing in this paragraph
                  shall
                  imply that the Bank is obligated to agree to any waiver or amendment
                  requested by the Borrower. The Bank may impose additional requirements
                  as
                  a condition to any waiver or
                  amendment.

              


      

       

      
        	
                (c)

              	
                Letter
                  of Credit Fee.
                  Fees for letters of credit shall be an annual amount equal to the
                  applicable LIBOR Margin set forth in Section 1.6 hereof multiplied
                  by the
                  amount of the outstanding letter(s) of credit. This fee is due
                  quarterly
                  in arrears on the last day of each calendar quarter during the
                  period any
                  letter of credit is outstanding.

              


      

       

      
        	
                (d)

              	
                Late
                  Fee.
                  To the extent permitted by law, the Borrower agrees to pay a late
                  fee in
                  an amount not to exceed four percent (4%) of any payment that is
                  more than
                  fifteen (15) days late. The imposition and payment of a late fee
                  shall not
                  constitute a waiver of the Bank’s rights with respect to the
                  default.

              


      

       

      
        	3.2	
                Expenses. 

              


      

       

      The
        Borrower agrees to immediately repay the Bank for expenses that include,
        but are
        not limited to, filing, recording and search fees, appraisal fees, title
        report
        fees, and documentation fees.

       

      
        	3.3	
                Reimbursement
                  Costs. 

              


      

       

      
        	
                (a)

              	
                The
                  Borrower agrees to reimburse the Bank for any expenses it incurs
                  in the
                  preparation of this Agreement and any agreement or instrument required
                  by
                  this Agreement. Expenses include, but are not limited to, reasonable
                  attorneys' fees, including any allocated costs of the Bank's in-house
                  counsel to the extent permitted by applicable
                  law.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower agrees to reimburse the Bank for the cost of periodic
                  field
                  examinations of the Borrower’s books, records and collateral, and
                  appraisals of the collateral, at such intervals as the Bank may
                  reasonably
                  require. The actions described in this paragraph may be performed
                  by
                  employees of the Bank or by independent
                  appraisers.

              


      

       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	
                4.

              	
                COLLATERAL

              


      

       

      
        	4.1	
                Personal
                  Property. 

              


      

       

      All
        personal property now owned or owned in the future by the Borrower will secure
        the Borrower’s obligations to the Bank under this Agreement. The collateral is
        further defined in a security agreement and an assignment of contracts executed
        by the Borrower, and includes but is not limited to:

       

      (a) Machinery,
        equipment, furniture and fixtures;

       

      (b) Inventory;

       

      (c) Receivables;

       

      (d) stock,
        membership interests and other securities of Borrower representing interests
        in
        Borrower's subsidiaries.

       

      (e) Patents,
        trademarks, software and other general intangibles;

       

      (f) Contract
        rights, goods, investment property, instruments, chattel paper, documents,
        letter of credit rights, accounts, deposit accounts and commercial tort
        claims.

       

      In
        addition, all personal property collateral owned by the Borrower securing
        this
        Agreement shall also secure all other present and future obligations of the
        Borrower to the Bank. All personal property collateral securing any other
        present or future obligations of the Borrower to the Bank shall also secure
        this
        Agreement.

       

      
        	
                5.

              	
                DISBURSEMENTS,
                  PAYMENTS AND COSTS

              


      

       

      
        	5.1	
                Disbursements
                  and Payments. 

              


      

       

      
        	
                (a)

              	
                Each
                  payment by the Borrower will be made in U.S. Dollars and immediately
                  available funds by direct debit to a deposit account as specified
                  below
                  or, for payments not required to be made by direct debit, by mail
                  to the
                  address shown on the Borrower’s statement or at one of the Bank’s banking
                  centers in the United States.

              


      

       

      
        	
                (b)

              	
                Each
                  disbursement by the Bank and each payment by the Borrower will
                  be
                  evidenced by records kept by the Bank. In addition, the Bank may,
                  at its
                  discretion, require the Borrower to sign one or more promissory
                  notes.

              


      

       

      
        	5.2	
                Telephone
                  and Telefax Authorization. 

              


      

       

      
        	
                (a)

              	
                The
                  Bank may honor telephone or telefax instructions for advances or
                  repayments or for the designation of optional interest rates and
                  telefax
                  requests for the issuance of letters of credit given, or purported
                  to be
                  given, by any one of the individuals authorized to sign loan agreements
                  on
                  behalf of the Borrower, or any other individual designated by any
                  one of
                  such authorized signers.

              


      

       

      
        	
                (b)

              	
                Advances
                  will be deposited in and repayments will be withdrawn from Account
                  Number
                  005011455636 owned by the Borrower, or such other of the Borrower’s
                  accounts with the Bank as designated in writing by the
                  Borrower.

              


      

       


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	5.3	
                Direct
                  Debit (Pre-Billing). 

              


      

       

      
        	
                (a)

              	
                The
                  Borrower agrees that the Bank will debit deposit Account Number
                  005011455652 owned by the Borrower, or such other of the Borrower’s
                  accounts with the Bank as designated in writing by the Borrower
                  (the
                  "Designated Account") on the date each payment of principal and
                  interest
                  and any fees from the Borrower becomes due (the "Due
                  Date").

              


      

       

      
        	
                (b)

              	
                Prior
                  to each Due Date, the Bank will mail to the Borrower a statement
                  of the
                  amounts that will be due on that Due Date (the "Billed Amount").
                  The bill
                  will be mailed ten
                  (10) days prior to the Due Date. The
                  calculations in the bill will be made on the assumption that no
                  new
                  extensions of credit or payments will be made between the date
                  of the
                  billing statement and the Due Date, and that there will be no changes
                  in
                  the applicable interest rate.

              


      

       

      
        	
                (c)

              	
                The
                  Bank will debit the Designated Account for the Billed Amount, regardless
                  of the actual amount due on that date (the "Accrued Amount"). If
                  the
                  Billed Amount debited to the Designated Account differs from the
                  Accrued
                  Amount, the discrepancy will be treated as
                  follows:

              


      

       

      
        	 	
                (i)

              	
                If
                  the Billed Amount is less than the Accrued Amount, the Billed Amount
                  for
                  the following Due Date will be increased by the amount of the discrepancy.
                  The Borrower will not be in default by reason of any such
                  discrepancy.

              


      

       

      
        	 	
                (ii)

              	
                If
                  the Billed Amount is more than the Accrued Amount, the Billed Amount
                  for
                  the following Due Date will be decreased by the amount of the
                  discrepancy.

              


      

       

      
        	 	
                Regardless
                  of any such discrepancy, interest will continue to accrue based
                  on the
                  actual amount of principal outstanding without compounding. The
                  Bank will
                  not pay the Borrower interest on any
                  overpayment.

              


      

       

      
        	
                (d)

              	
                The
                  Borrower will maintain sufficient funds in the Designated Account
                  to cover
                  each debit. If there are insufficient funds in the Designated Account
                  on
                  the date the Bank enters any debit authorized by this Agreement,
                  the Bank
                  may reverse the debit or create advances under the Line. The Bank
                  will
                  create advances on the dates payments become due. If a due date
                  does not
                  fall on a banking day, the Bank will create the advance on the
                  first
                  banking day following the due date. If the creation of an advance
                  under
                  the Line causes the total amount of credit outstanding to exceed
                  the
                  Commitment, the Borrower will immediately pay the excess to the
                  Bank upon
                  demand.

              


      

       

      
        	5.4	
                Banking
                  Days. 

              


      

       

      Unless
        otherwise provided in this Agreement, a banking day is a day other than a
        Saturday, Sunday or other day on which commercial banks are authorized to
        close,
        or are in fact closed, in the state where the Bank's lending office is located,
        and, if such day relates to amounts bearing interest at an offshore rate
        (if
        any), means any such day on which dealings in dollar deposits are conducted
        among banks in the offshore dollar interbank market. All payments and
        disbursements which would be due on a day which is not a banking day will
        be due
        on the next banking day. All payments received on a day which is not a banking
        day will be applied to the credit on the next banking day.

       

      
        	5.5	
                Interest
                  Calculation. 

              


      

       

      Except
        as
        otherwise stated in this Agreement, all interest and fees, if any, will be
        computed on the basis of a three hundred sixty (360) day year and the actual
        number of days elapsed. This results in more interest or a higher fee than
        if a
        three hundred sixty-five (365) day year is used. Installments of principal
        which
        are not paid when due under this Agreement shall continue to bear interest
        until
        paid.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

         

      

      
        	5.6	
                Default
                  Rate. 

              


      

       

      Upon
        the
        occurrence of any default or after the Expiration Date or after judgment
        has
        been rendered on any obligation under this Agreement, all amounts outstanding
        under this Agreement, including any interest, fees, or costs which are not
        paid
        when due, will at the option of the Bank bear interest at a rate which is
        three
        (3.0) percentage points higher than the rate of interest otherwise provided
        under this Agreement. This may result in compounding of interest. This will
        not
        constitute a waiver of any default.

       

      
        	
                6.

              	
                CONDITIONS

              


      

       

      
        	
                6.1

              	
                Initial
                  Advance.

              


      

       

      Before
        the Bank is required to extend the initial advance to the Borrower under
        this
        Agreement, it must receive any documents and other items it may reasonably
        require, in form and content acceptable to the Bank, including any items
        specifically listed below.

       

      (a) Authorization.
        

       

      If
        the
        Borrower or any guarantor is anything other than a natural person, evidence
        that
        the execution, delivery and performance by the Borrower and/or such guarantor
        of
        this Agreement and any instrument or agreement required under this Agreement
        have been duly authorized.

       

      (b) Governing
        Documents; Licenses and Approvals.
        

       

      A
        copy of
        the Borrower's organizational documents, and copies of all licenses (including
        gaming licenses), regulatory approvals, and permits necessary to the ongoing
        business operations of the Borrower.

       

      (c) Security
        Agreements, Assignment of Contracts. 

       

      Signed
        original security agreements and an assignment of contracts covering the
        personal property collateral which the Bank requires.

       

      (d) Perfection
        and Evidence of Priority. 

       

      Evidence
        that the security interests and liens in favor of the Bank are valid,
        enforceable, properly perfected in a manner acceptable to the Bank and prior
        to
        all others' rights and interests, except those the Bank consents to in writing.
        All title documents for motor vehicles which are part of the collateral must
        show the Bank's interest.

       

      (e) Payment
        of Fees. 

       

      Payment
        of all fees and other amounts due and owing to the Bank, including without
        limitation payment of all accrued and unpaid expenses incurred by the Bank
        as
        required by the paragraph entitled "Reimbursement Costs."

       

      (f) Good
        Standing.
        

       

      Certificates
        of good standing for the Borrower from its state of formation and from any
        other
        state in which the Borrower is required to qualify to conduct its
        business.

       

      (g) Legal
        Opinion.
        

       

      A
        written
        opinion from the Borrower's legal counsel, covering such matters as the Bank
        may
        require. The legal counsel and the terms of the opinion must be acceptable
        to
        the Bank.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

         

      

      (h) Insurance.
        

       

      Evidence
        of insurance coverage, as required in the "Covenants" section of this
        Agreement.

       

      (i) Officer's
        Certificate.

       

      A
        certificate signed by the chief executive officer of the Borrower regarding
        such
        matters as the Bank may require, including but not limited to matters relating
        to the representations, warranties, and covenants contained in this
        Agreement.

       

      (j) Other
        Required Documentation.
        

       

      
        	
                6.2

              	
                Subsequent
                  Advances.

              


      

       

      Before
        the Bank is required to extend each subsequent advance under this Agreement,
        it
        must receive any documents and other items it may reasonably require, in
        form
        and content acceptable to the Bank, and:

       

      (a) there
        shall be no default hereunder and no event which, with notice or the passage
        of
        time, would constitute an event of default hereunder;

       

      (b) the
        representations and warranties of the Borrower contained herein shall be
        true
        and correct as of the date of such subsequent advance. 

       

      Each
        request for a subsequent advance shall be deemed a representation and warranty
        by the Borrower that there is no default or event which could mature into
        a
        default hereunder and that the representations and warranties contained herein
        are true and correct as of the date thereof. 

       

      
        	
                7.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              


      

       

      When
        the
        Borrower signs this Agreement, and until the Bank is repaid in full, the
        Borrower makes the following representations and warranties. Each request
        for an
        extension of credit constitutes a renewal of these representations and
        warranties as of the date of the request:

       

      
        	7.1	
                Formation. 

              


      

       

      If
        the
        Borrower is anything other than a natural person, it is duly formed and existing
        under the laws of the state or other jurisdiction where organized.

       

      
        	7.2	
                Authorization. 

              


      

       

      This
        Agreement, and any instrument or agreement required hereunder, are within
        the
        Borrower's powers, have been duly authorized, and do not conflict with any
        of
        its organizational papers.

       

      
        	7.3	
                Enforceable
                  Agreement. 

              


      

       

      This
        Agreement is a legal, valid and binding agreement of the Borrower, enforceable
        against the Borrower in accordance with its terms, and any instrument or
        agreement required hereunder, when executed and delivered, will be similarly
        legal, valid, binding and enforceable.

       

      
        	7.4	
                Good
                  Standing. 

              


      

       

      In
        each
        state in which the Borrower does business, it is properly licensed, in good
        standing, and, where required, in compliance with fictitious name
        statutes.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

         

      

      
        	7.5	
                No
                  Conflicts. 

              


      

       

      This
        Agreement does not conflict with any law, agreement, or obligation by which
        the
        Borrower is bound.

       

      
        	7.6	
                Financial
                  Information. 

              


      

       

      All
        financial and other information that has been or will be supplied to the
        Bank is
        sufficiently complete to give the Bank accurate knowledge of the Borrower's
        (and
        any guarantor's) financial condition, including all material contingent
        liabilities. Since the date of the most recent financial statement provided
        to
        the Bank, there has been no material adverse change in the business condition
        (financial or otherwise), operations, properties or prospects of the Borrower
        (or any guarantor). If the Borrower is comprised of the trustees of a trust,
        the
        foregoing representations shall also pertain to the trustor(s) of the
        trust.

       

      
        	7.7	
                Lawsuits. 

              


      

       

      There
        is
        no lawsuit, tax claim or other dispute pending or threatened against the
        Borrower which, if lost, would impair the Borrower's financial condition
        or
        ability to repay the loan, except as have been disclosed in writing to the
        Bank.

       

      
        	7.8	
                Collateral. 

              


      

       

      All
        collateral required in this Agreement is owned by the grantor of the security
        interest free of any title defects or any liens or interests of others, except
        those which have been approved by the Bank in writing.

       

      
        	
                7.9

              	
                Governmental
                  Authorization.

              


      

       

      No
        approval, consent, exemption, authorization, or other action by, or notice
        to,
        or filing with, any governmental authority (including, without limitation,
        any
        nation, state or other political subdivision thereof, any central bank, and
        any
        entity exercising executive, legislative, judicial, regulatory or administrative
        functions, and any corporation or other entity owned or controlled by any
        of the
        foregoing) is necessary or required in connection with the execution, delivery
        or performance by, or enforcement against, the Borrower of this Agreement
        or any
        other instrument or agreement required hereunder.

       

      
        	7.10	
                Permits,
                  Franchises. 

              


      

       

      The
        Borrower possesses all permits, memberships, franchises, contracts and licenses
        required and all trademark rights, trade name rights, patent rights, copyrights,
        and fictitious name rights necessary to enable it to conduct the business
        in
        which it is now engaged.

       

      
        	7.11	
                Other
                  Obligations. 

              


      

       

      The
        Borrower is not in default on any obligation for borrowed money, any purchase
        money obligation or any other material lease, commitment, contract, instrument
        or obligation, except as have been disclosed in writing to the
        Bank.

       

      
        	7.12	
                Tax
                  Matters. 

              


      

       

      The
        Borrower has no knowledge of any pending assessments or adjustments of its
        income tax for any year and all taxes due have been paid, except as have
        been
        disclosed in writing to the Bank.

       

      
        	7.13	
                No
                  Event of Default. 

              


      

       

      There
        is
        no event which is, or with notice or lapse of time or both would be, a default
        under this Agreement.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
        	7.14	
                Insurance.

              


      

       

      The
        Borrower has obtained, and maintained in effect, the insurance coverage required
        in the "Covenants" section of this Agreement.

       

      
        	7.15	
                Location
                  of Borrower.

              


      

       

      The
        place
        of business of the Borrower (or, if the Borrower has more than one place
        of
        business, its chief executive office) is located at 7350 Dean Martin Drive,
        Suite 309, Las Vegas, Nevada, 89139.

       

      
        	
                8.

              	
                COVENANTS

              


      

       

      The
        Borrower agrees, so long as credit is available under this Agreement and
        until
        the Bank is repaid in full:

       

      
        	8.1	
                Use
                  of Proceeds. 

              


      

       

      To
        use
        the proceeds of the line of credit on the Closing Date to repay that certain
        bridge loan made by the Bank to the Borrower in the principal amount of
        $3,000,000, together with accrued interest, and for proper working capital
        and
        general corporate purposes of Borrower and its Subsidiaries not in contravention
        of any Law or of any Loan Document; and, if the IGS Acquisition Increase
        is
        made, to finance up to Seven Million Five Hundred Thousand Dollars ($7,500,000)
        of the purchase price of the IGS Assets. 

       

      
        	8.2	
                Financial
                  Information. 

              


      

       

      To
        provide the following financial information and statements in form and content
        acceptable to the Bank, and such additional information as requested by the
        Bank
        from time to time:

       

      
        	
                (a)

              	
                Within
                  ninety (90) days of the fiscal year end, the annual financial statements
                  of the Borrower. These financial statements must be audited (with
                  an
                  opinion satisfactory to the Bank) by a Certified Public Accountant
                  acceptable to the Bank. 

              


      

       

      
        	
                (b)

              	
                Within
                  forty-five (45) days of the period's end (including the last period
                  in
                  each fiscal year), quarterly financial statements of the Borrower,
                  certified and dated by an authorized financial officer, and reflecting
                  the
                  current quarter results and year-to-date results, and comparisons
                  of prior
                  quarter and prior year-to-date
                  results.

              


      

       

      
        	
                (c)

              	
                Copies
                  of the Form 10-K Annual Report, Form 10-Q Quarterly Report and
                  Form 8-K
                  Current Report for the Borrower within five (5) days after the
                  date of
                  filing with the Securities and Exchange
                  Commission.

              


      

       

      
        	
                (d)

              	
                Financial
                  projections covering a time period acceptable to the Bank and specifying
                  the assumptions used in creating the projections. The projections
                  shall be
                  provided to the Bank no less often than 60 days after the end of
                  each
                  fiscal year.

              


      

       

      
        	
                (e)

              	
                Within
                  forty-five (45) days of the end of each fiscal year and within
                  forty-five
                  (45) days of the end of each quarter, a
                  certificate of the Borrower substantially in the form attached
                  hereto as
                  Exhbit "A" (each, a "Compliance Certificate"), signed by an authorized
                  financial officer and setting forth (i) the information and computations
                  (in sufficient detail) to establish that the Borrower is in compliance
                  with all financial covenants at the end of the period covered by
                  the
                  financial statements then being furnished and (ii) whether there
                  existed
                  as of the date of such financial statements and whether there exists
                  as of
                  the date of the certificate, any default under this Agreement and,
                  if any
                  such default exists, specifying the nature thereof and the action
                  the
                  Borrower is taking and proposes to take with respect thereto. The
                  first
                  Compliance Certificate hereunder shall be due on or before the
                  forty-fifth
                  (45th)
                  day following December 31, 2005 (the "Initial Compliance
                  Certificate").

              


      

       

      
        	
                (f)

              	
                Such
                  other financial information as the Bank may reasonably
                  require.

              


      

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

         

        
          	8.3	
                  Funded
                    Debt to EBITDA Ratio.

                


        

      

       

      To
        maintain on a consolidated basis a ratio of Funded Debt to EBITDA not exceeding
        the ratios indicated for each period specified below, with the first calculation
        of Funded Debt to EBITDA reflected in the Initial Compliance Certificate,
        and in
        each subsequent Compliance Certificate:

       

      
        	 	Period	Ratio	 
	 	 	 	 
	 	From Closing through 3/31/06 	2.25:1.00	 
	 	 	 	 
	 	From 6/30/06 through 9/30/06 	2.00:1.00	 
	 	 	 	 
	 	From 12/31/06 and thereafter 	1.75:1.00	 


      

       

      “Funded
        Debt” means all outstanding liabilities for borrowed money and other
        interest-bearing liabilities, including current and long term debt.

       

      “EBITDA"
        means net income, less income or plus loss from discontinued operations and
        extraordinary items, plus income taxes, plus interest expense, plus depreciation
        and amortization. This ratio will be calculated at the end of each reporting
        period for which the Bank requires financial statements, using the results
        of
        the trailing twelve-month period ending with that reporting period. For purposes
        of computation of EBITDA, for the fiscal year ending December 31, 2005, an
        adjustment acceptable to the Bank in the Bank's reasonable discretion shall
        be
        made for non-recurring expenses, and which adjustment shall not exceed Four
        Million Five Hundred Thousand Dollars ($4,500,000). For purposes of computation
        of EBITDA , for the first four quarters following the IGS Acquisition Increase,
        the trailing twelve-month EBITDA will include the IGS Cash Flow for the
        applicable periods. 

       

      "Funded
        Debt to EBITDA" means, for the reporting period, the ratio of (a) Funded
        Debt,
        plus any letters of credit outstanding, plus capital leases outstanding on
        the
        last day of each calendar month in the most recent quarter, divided by three
        (3), to (b) EBITDA.

       

      
        	8.4	
                Minimum
                  EBITDA. 

              


      

       

      To
        maintain EBITDA for the trailing four quarter period ending on the determination
        date in an amount not less than that indicated for each period specified
        below,
        with the first calculation of Minimum EBITDA reflected in the Initial Compliance
        Certificate, and in each subsequent Compliance Certificate:

      
         

        
          	 	Period	Minimum EBITDA	 
	 	 	 	 
	 	From Closing until the earlier of
                  the	 	 
	 	Expiration Date or the IGS	 	 
	 	
                  Acquisition
                  Increase	$3,000,000	 
	 	 	 	 
	 	From and after the IGS	 	 
	 	
                  Acquisition
                  Increase	$6,000,000	 


        

         

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      
        	8.5	
                Liquidity.

              


      

       

      To
        maintain on a consolidated basis minimum Unrestricted, Unencumbered Liquid
        Assets of not less than Five Million Dollars ($5,000,000), measured at the
        end
        of each reporting period for which the Bank requires financial statements
        from
        the Borrower, with the first calculation of Unrestricted, Unencumbered Liquid
        Assets reflected in the Initial Compliance Certificate, and in each subsequent
        Compliance Certificate.

       

      “Unrestricted,
        Unencumbered Liquid Assets” are defined as unrestricted, unencumbered marketable
        securities, cash and cash equivalents.

       

      
        	8.6	
                Fixed
                  Charge Coverage Ratio. 

              


      

       

      To
        maintain a Fixed Charge Coverage Ratio of 1.25:1.00 or greater, measured
        at the
        end of each reporting period for which the Bank requires financial statements
        from the Borrower, using the results of the trailing twelve-month period
        ending
        with that reporting period, with the first calculation reflected in the Initial
        Compliance Certificate, and in each subsequent Compliance
        Certificate.

       

      “Fixed
        Charge Coverage Ratio” means EBITDA minus unfinanced Maintenance Capital
        Expenditures minus cash taxes minus shareholder distributions divided by
        the sum
        of: (a) cash interest expense (including capitalized interest), plus (b)
        actual
        principal reductions made on the line of credit, plus (c) the current portion
        of
        long term debt on any other long term obligations. 

       

      
        	8.7	
                Maintenance
                  Capital Expenditures. 

              


      

       

      Not
        to
        spend or incur obligations for Maintenance Capital Expenditures of more than
        five percent (5%) of annual revenues in any single fiscal year. 

       

      "Maintenance
        Capital Expenditures" are defined as any expenditure for the maintenance,
        repair, restoration, or refurbishment of any fixed assets. 

       

      
        	8.8	
                Bank
                  as Principal Depository. 

              


      

       

      To
        maintain the Bank as its principal depository bank, including for the
        maintenance of business, cash management, operating and administrative deposit
        accounts.

       

      
        	8.9	
                Other
                  Debts. 

              


      

       

      Not
        to
        have outstanding or incur any direct or contingent liabilities or lease
        obligations (other than those to the Bank), or become liable for the liabilities
        of others, without the Bank's written consent. This does not
        prohibit:

       

      
        	
                (a)

              	
                Acquiring
                  goods, supplies, or merchandise on normal trade
                  credit.

              


      

       

      
        	
                (b)

              	
                Endorsing
                  negotiable instruments received in the usual course of
                  business.

              


      

       

      
        	
                (c)

              	
                Obtaining
                  surety bonds in the usual course of
                  business.

              


      

       

      
        	
                (d)

              	
                Liabilities,
                  lines of credit and leases in existence on the date of this Agreement
                  disclosed in writing to the Bank in the Borrower's most recent
                  financial
                  statement.

              


      

       

      
        	
                (e)

              	
                Purchase
                  money indebtedness which does not exceed Five Hundred Thousand
                  Dollars
                  ($500,000.00) annually.

              


      

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      
        	8.10	
                Other
                  Liens. 

              


      

       

      Not
        to
        create, assume, or allow any security interest or lien (including judicial
        liens) on property the Borrower now or later owns, except:

       

      
        	
                (a)

              	
                Liens
                  and security interests in favor of the
                  Bank.

              


      

       

      
        	
                (b)

              	
                Liens
                  for taxes not yet due.

              


      

       

      
        	
                (c)

              	
                Liens
                  outstanding on the date of this Agreement disclosed in writing
                  and
                  acceptable to the Bank.

              


      

       

      
        	
                (d)

              	
                Liens
                  resulting from purchase money indebtedness referenced in Section
                  8.9(e)
                  above.

              


      

       

      
        	8.11	
                Maintenance
                  of Assets. 

              


      

       

      
        	
                (a)

              	
                Not
                  to sell, assign, lease, transfer or otherwise dispose of any part
                  of the
                  Borrower's business or the Borrower's assets except in the ordinary
                  course
                  of the Borrower's business.

              


      

       

      
        	
                (b)

              	
                Not
                  to sell, assign, lease, transfer or otherwise dispose of any assets
                  for
                  less than fair market value, or enter into any agreement to do
                  so.

              


      

       

      
        	
                (c)

              	
                Not
                  to enter into any sale and leaseback agreement covering any of
                  its fixed
                  assets.

              


      

       

      
        	
                (d)

              	
                To
                  maintain and preserve all rights, privileges, and franchises the
                  Borrower
                  now has.

              


      

       

      
        	
                (e)

              	
                To
                  make any repairs, renewals, or replacements to keep the Borrower's
                  assets
                  in good working condition.

              


      

       

      
        	8.12	
                Investments. 

              


      

       

      Not
        to
        have any existing, or make any new, investments in any individual or entity,
        or
        make any capital contributions or other transfers of assets to any individual
        or
        entity, except for:

       

      
        	
                (a)

              	
                Existing
                  investments disclosed to the Bank in
                  writing.

              


      

       

      
        	
                (b)

              	
                Investments
                  in the Borrower’s current
                  subsidiaries.

              


      

       

      
        	
                (c)

              	
                Investments
                  in any of the following:

              


      

       

      
        	 	
                (i)

              	
                certificates
                  of deposit;

              


      

       

      
        	 	
                (ii)

              	
                U.S.
                  treasury bills and other obligations of the federal
                  government;

              


      

       

      
        	 	
                (iii)

              	
                readily
                  marketable securities (including commercial paper, but excluding
                  restricted stock and stock subject to the provisions of Rule 144
                  of the
                  Securities and Exchange
                  Commission).

              


      

       

      
        	8.13	
                Loans. 

              


      

       

      Not
        to
        make any loans, advances or other extensions of credit to any individual
        or
        entity, except for:

       

      
        	
                (a)

              	
                Existing
                  extensions of credit disclosed to the Bank in
                  writing.

              


      

       

      
        	
                (b)

              	
                Extensions
                  of credit to the Borrower’s current
                  subsidiaries.

              


      

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      
        	
                (c)

              	
                Extensions
                  of credit in the nature of accounts receivable or notes receivable
                  arising
                  from the sale or lease of goods or services in the ordinary course
                  of
                  business to non-affiliated
                  entities.

              


      

       

      
        	
                (d)

              	
                Extensions
                  of credit that do not exceed an aggregate amount of Five Hundred
                  Thousand
                  Dollars ($500,000) outstanding at any one
                  time.

              


      

       

      
        	8.14	
                Change
                  of Management. 

              


      

       

      Not
        to
        make any substantial change in the present executive or management personnel
        of
        the Borrower.

       

      
        	8.15	
                Additional
                  Negative Covenants. 

              


      

       

      Not
        to,
        without the Bank's written consent:

       

      
        	
                (a)

              	
                Enter
                  into any consolidation, merger, or other combination, or become
                  a partner
                  in a partnership, a member of a joint venture, or a member of a
                  limited
                  liability company.

              


      

       

      
        	
                (b)

              	
                Acquire
                  or purchase a business or its assets, except that the Borrower
                  may make
                  such an acquisition or purchase if:

              


      

       

      
        	 	
                (i)

              	
                the
                  subject of the proposed acquisition or purchase (the "Target Business")
                  is
                  generally in the same line of business as the Borrower, and the
                  acquisition of the Target Business will not require the Borrower
                  to
                  materially alter its business purpose;


              


      

       

      
        	 	
                (ii)

              	
                the
                  aggregate amount expended for such acquisitions or purchases during
                  the
                  Availability Period does not exceed Four Million Dollars ($4,000,000)
                  (which limit shall increase to Seven Million Five Hundred Thousand
                  Dollars
                  ($7,500,000) if and when the IGS Acquisition Increase is
                  made);

              


        	 	 	 


        	 	(iii)	the Borrower provides to the
                Bank:


      

       

      
        	 	(A)	at least thirty (30) days' advance written notice
                of such
                acquisition;


        	 	 	 


        	 	
                (B)

              	
                copies
                  of the most recent audited quarterly and annual financial statements
                  of
                  the Target Business, audited (with an opinion satisfactory to the
                  Bank) by
                  a Certified Public Accountant acceptable to the
                  Bank;

              


      

       

      
        	 	
                (C)

              	
                copies
                  of the documents evidencing the acquisition of the Target Business,
                  certified by an officer of the Borrower to be true and correct
                  copies of
                  such documents; and

              


      

       

      
        	 	
                (D)

              	
                such
                  other assurances, certificates, documents, consents or opinions
                  as the
                  Bank reasonably may require, including but not limited to documents
                  necessary to pledge such acquired assets to the Bank as additional
                  collateral for the Line.

              


      

       

      (c) Engage
        in
        any business activities substantially different from the Borrower's present
        business.

       

      
        	
                (d)

              	
                Liquidate
                  or dissolve the Borrower's
                  business.

              


      

       

      
        	
                (e)

              	
                Create
                  any subsidiary without the Bank's consent and without entering
                  into a
                  pledge agreement pledging the Borrower's interest in such subsidiary
                  to
                  the Bank as additional collateral for the
                  Line.

              


      

       


      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      
        	8.16	
                Notices
                  to Bank. 

              


      

       

      To
        promptly notify the Bank in writing of:

       

      
        	
                (a)

              	
                Any
                  lawsuit threatened or filed involving claims of over Five Hundred
                  Thousand
                  Dollars ($500,000) against the Borrower (or any guarantor or, if
                  the
                  Borrower is comprised of the trustees of a trust, any
                  trustor).

              


      

       

      
        	
                (b)

              	
                Any
                  substantial dispute between any governmental authority and the
                  Borrower
                  (or any guarantor or, if the Borrower is comprised of the trustees
                  of a
                  trust, any trustor).

              


      

       

      
        	
                (c)

              	
                Any
                  event of default under this Agreement, or any event which, with
                  notice or
                  lapse of time or both, would constitute an event of
                  default.

              


      

       

      
        	
                (d)

              	
                Any
                  material adverse change in the Borrower's (or any guarantor’s, or, if the
                  Borrower is comprised of the trustees of a trust, any trustor’s) business
                  condition (financial or otherwise), operations, properties or prospects,
                  or ability to repay the credit.

              


      

       

      
        	
                (e)

              	
                Any
                  change in the Borrower's name, legal structure, place of business,
                  or
                  chief executive office if the Borrower has more than one place
                  of
                  business.

              


      

       

      
        	
                (f)

              	
                Any
                  actual contingent liabilities of the Borrower (or any guarantor
                  or, if the
                  Borrower is comprised of the trustees of a trust, any trustor),
                  and any
                  such contingent liabilities which are reasonably
                  foreseeable.

              


      

       

      
        	8.17	
                Insurance. 

              


      

       

      
        	
                (a)

              	
                General
                  Business Insurance.
                  To maintain insurance satisfactory to the Bank as to amount, nature
                  and
                  carrier covering property damage (including loss of use and occupancy)
                  to
                  any of the Borrower's properties, insurance, public liability insurance
                  including coverage for contractual liability, product liability
                  and
                  workers' compensation, and any other insurance which is usual for
                  the
                  Borrower's business. Each policy shall provide for at least thirty
                  (30)
                  days prior notice to the Bank of any cancellation
                  thereof.

              


      

       

      
        	
                (b)

              	
                Insurance
                  Covering Collateral.
                  To maintain all risk property damage insurance policies covering
                  the
                  tangible property comprising the collateral. Each insurance policy
                  must be
                  for the full replacement cost of the collateral and include a replacement
                  cost endorsement. The insurance must be issued by an insurance
                  company
                  acceptable to the Bank and must include a lender's loss payable
                  endorsement in favor of the Bank in a form acceptable to the
                  Bank.

              


      

       

      
        	
                (c)

              	
                Evidence
                  of Insurance.
                  Upon the request of the Bank, to deliver to the Bank a copy of
                  each
                  insurance policy, or, if permitted by the Bank, a certificate of
                  insurance
                  listing all insurance in force.

              


      

       

      
        	8.18	
                Compliance
                  with Laws. 

              


      

       

      To
        comply
        with the laws (including but not limited to any fictitious or trade name),
        regulations, and orders of any government body with authority over the
        Borrower's business, including but not limited to laws, regulations and orders
        pertaining to environmental protection and gaming. The Bank shall have no
        obligation to make any advance to the Borrower except in compliance with
        all
        applicable laws and regulations and the Borrower shall fully cooperate with
        the
        Bank in complying with all such applicable laws and regulations.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

         

      

      
        	8.19	
                ERISA
                  Plans. 

              


      

       

      Promptly
        during each year, to pay and cause any subsidiaries to pay contributions
        adequate to meet at least the minimum funding standards under ERISA with
        respect
        to each and every Plan; file each annual report required to be filed pursuant
        to
        ERISA in connection with each Plan for each year; and notify the Bank within
        ten
        (10) days of the occurrence of any Reportable Event that might constitute
        grounds for termination of any capital Plan by the Pension Benefit Guaranty
        Corporation or for the appointment by the appropriate United States District
        Court of a trustee to administer any Plan. "ERISA" means the Employee Retirement
        Income Security Act of 1974, as amended from time to time. Capitalized terms
        in
        this paragraph shall have the meanings defined within ERISA.

       

      
        	8.20	
                Books
                  and Records. 

              


      

       

      To
        maintain adequate books and records.

       

      
        	8.21	
                Audits. 

              


      

       

      To
        allow
        the Bank and its agents to inspect the Borrower's properties and examine,
        audit,
        and make copies of books and records at any reasonable time. If any of the
        Borrower's properties, books or records are in the possession of a third
        party,
        the Borrower authorizes that third party to permit the Bank or its agents
        to
        have access to perform inspections or audits and to respond to the Bank's
        requests for information concerning such properties, books and
        records.

       

      
        	8.22	
                Perfection
                  of Liens. 

              


      

       

      To
        help
        the Bank perfect and protect its security interests and liens, and reimburse
        it
        for related costs it incurs to protect its security interests and
        liens.

       

      
        	8.23	
                Cooperation. 

              


      

       

      To
        take
        any action reasonably requested by the Bank to carry out the intent of this
        Agreement.

       

      
        	
                9.

              	
                DEFAULT
                  AND REMEDIES

              


      

       

      If
        any of
        the following events of default occurs, the Bank may do one or more of the
        following: declare the Borrower in default, stop making any additional credit
        available to the Borrower, and require the Borrower to repay its entire debt
        immediately and without prior notice. If an event which, with notice or the
        passage of time, will constitute an event of default has occurred and is
        continuing, the Bank has no obligation to make advances or extend additional
        credit under this Agreement. In addition, if any event of default occurs,
        the
        Bank shall have all rights, powers and remedies available under any instruments
        and agreements required by or executed in connection with this Agreement,
        as
        well as all rights and remedies available at law or in equity. If an event
        of
        default occurs under the paragraph entitled "Bankruptcy," below, with respect
        to
        the Borrower, then the entire debt outstanding under this Agreement will
        automatically be due immediately.

       

      
        	9.1	
                Failure
                  to Pay. 

              


      

       

      The
        Borrower fails to make a payment under this Agreement when due.

       

      
        	9.2	
                Other
                  Loan Documents or Bank Agreements. 

              


      

       

      Any
        default occurs under any other agreement between the Borrower and the Bank
        executed in connection with the Line (each, a "Loan Document" and collectively,
        the "Loan Documents"), or any other agreement the Borrower (or any Obligor)
        or
        any of the Borrower's related entities or affiliates has with the Bank or
        any
        affiliate of the Bank. For purposes of this Agreement, “Obligor” shall mean any
        guarantor, any party pledging collateral to the Bank, or, if the Borrower
        is
        comprised of the trustees of a trust, any trustor.

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

         

      

      
        	9.3	
                Cross-default. 

              


      

       

      Any
        default occurs under any agreement in connection with any credit the Borrower
        (or any Obligor) or any of the Borrower's related entities or affiliates
        has
        obtained from anyone else or which the Borrower (or any Obligor) or any of
        the
        Borrower's related entities or affiliates has guaranteed.

       

      
        	9.4	
                False
                  Information. 

              


      

       

      The
        Borrower or any Obligor has given the Bank false or misleading information
        or
        representations.

       

      
        	9.5	
                Bankruptcy. 

              


      

       

      The
        Borrower, any Obligor, or any general partner of the Borrower or of any Obligor
        files a bankruptcy petition, a bankruptcy petition is filed against any of
        the
        foregoing parties, or the Borrower, any Obligor, or any general partner of
        the
        Borrower or of any Obligor makes a general assignment for the benefit of
        creditors. 

       

      
        	9.6	
                Receivers. 

              


      

       

      A
        receiver or similar official is appointed for a substantial portion of the
        Borrower's or any Obligor's business, or the business is terminated, or,
        if any
        Obligor is anything other than a natural person, such Obligor is liquidated
        or
        dissolved.

       

      
        	9.7	
                Lien
                  Priority. 

              


      

       

      The
        Bank
        fails to have an enforceable first lien (except for any prior liens to which
        the
        Bank has consented in writing) on or security interest in any property given
        as
        security for this Agreement (or any guaranty).

       

      
        	9.8	
                Lawsuits. 

              


      

       

      Any
        lawsuit or lawsuits are filed against the Borrower or any Obligor in an
        aggregate amount of Five Hundred Thousand Dollars ($500,000) or more in excess
        of any insurance coverage.

       

      
        	9.9	
                Judgments. 

              


      

       

      Any
        judgments or arbitration awards are entered against the Borrower or any Obligor,
        or the Borrower or any Obligor enters into any settlement agreements with
        respect to any litigation or arbitration, in an aggregate amount of Five
        Hundred
        Thousand Dollars ($500,000) or more in excess of any insurance
        coverage.

       

      
        	9.10	
                Material
                  Adverse Change. 

              


      

       

      A
        material adverse change occurs, or is reasonably likely to occur, in the
        Borrower's (or any Obligor's) business condition (financial or otherwise),
        operations, properties or prospects, or ability to repay the credit; or the
        Bank
        determines that it is insecure for any other reason.

       

      
        	9.11	
                Government
                  Action. 

              


      

       

      Any
        government authority takes action that the Bank believes materially adversely
        affects the Borrower's or any Obligor's financial condition or ability to
        repay.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

         

      

      
        	9.12	
                Default
                  under Related Documents. 

              


      

       

      Any
        default occurs under any guaranty, subordination agreement, security agreement,
        deed of trust, mortgage, or other document required by or delivered in
        connection with this Agreement or any such document is no longer in effect,
        or
        any guarantor purports to revoke or disavow the guaranty.

       

      
        	9.13	
                ERISA
                  Plans.

              


      

       

      Any
        one
        or more of the following events occurs with respect to a Plan of the Borrower
        subject to Title IV of ERISA, provided such event or events could reasonably
        be
        expected, in the judgment of the Bank, to subject the Borrower to any tax,
        penalty or liability (or any combination of the foregoing) which, in the
        aggregate, could have a material adverse effect on the financial condition
        of
        the Borrower:

       

      
        	
                (a)

              	
                A
                  reportable event shall occur under Section 4043(c) of ERISA with
                  respect
                  to a Plan.

              


      

       

      
        	
                (b)

              	
                Any
                  Plan termination (or commencement of proceedings to terminate a
                  Plan) or
                  the full or partial withdrawal from a Plan by the Borrower or any
                  ERISA
                  Affiliate.

              


      

       

      
        	9.14	
                Other
                  Breach Under Agreement.

              


      

       

      A
        default
        occurs under any other term or condition of this Agreement not specifically
        referred to in this Article. This includes any failure or anticipated failure
        by
        the Borrower (or any other party named in the Covenants section) to comply
        with
        any financial covenants set forth in this Agreement, whether such failure
        is
        evidenced by financial statements delivered to the Bank or is otherwise known
        to
        the Borrower or the Bank. 

       

      
        	
                10.

              	
                ENFORCING
                  THIS AGREEMENT; MISCELLANEOUS

              


      

       

      
        	10.1	
                GAAP. 

              


      

       

      Except
        as
        otherwise stated in this Agreement, all financial information provided to
        the
        Bank and all financial covenants will be made under generally accepted
        accounting principles, consistently applied.

       

      
        	10.2	
                Nevada
                  Law. 

              


      

       

      This
        Agreement is governed by Nevada law.

       

      
        	10.3	
                Successors
                  and Assigns. 

              


      

       

      This
        Agreement is binding on the Borrower's and the Bank's successors and assignees.
        The Borrower agrees that it may not assign this Agreement without the Bank's
        prior consent. The Bank may sell participations in or assign this loan, and
        may
        exchange information about the Borrower (including, without limitation, any
        information regarding any hazardous substances) with actual or potential
        participants or assignees. The Bank will provide written notice to the Borrower
        of any sale or assignment of an interest in this loan. If a participation
        is
        sold or the loan is assigned, the purchaser will have the right of set-off
        against the Borrower.

       

      
        	10.4	
                Arbitration
                  and Waiver of Jury Trial. 

              


      

       

      
        	
                (a)

              	
                This
                  paragraph concerns the resolution of any controversies or claims
                  between
                  the parties, whether arising in contract, tort or by statute, including
                  but not limited to controversies or claims that arise out of or
                  relate to:
                  (i) this agreement (including any renewals, extensions or modifications);
                  or (ii) any document related to this agreement (collectively a
                  "Claim").
                  For the purposes of this arbitration provision only, the term “parties”
                  shall include any parent corporation, subsidiary or affiliate of
                  the Bank
                  involved in the servicing, management or administration of any
                  obligation
                  described or evidenced by this
                  agreement.

              


      

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

         

      

      
        	
                (b)

              	
                At
                  the request of any party to this agreement, any Claim shall be
                  resolved by
                  binding arbitration in accordance with the Federal Arbitration
                  Act (Title
                  9, U.S. Code) (the "Act"). The Act will apply even though this
                  agreement
                  provides that it is governed by the law of a specified state. The
                  arbitration will take place on an individual basis without resort
                  to any
                  form of class action.

              


      

       

      
        	
                (c)

              	
                Arbitration
                  proceedings will be determined in accordance with the Act, the
                  then-current rules and procedures for the arbitration of financial
                  services disputes of the American Arbitration Association or any
                  successor
                  thereof ("AAA"), and the terms of this paragraph. In the event
                  of any
                  inconsistency, the terms of this paragraph shall control. If AAA
                  is
                  unwilling or unable to (i) serve as the provider of arbitration
                  or (ii)
                  enforce any provision of this arbitration clause, the Bank may
                  designate
                  another arbitration organization with similar procedures to serve
                  as the
                  provider of arbitration.

              


      

       

      
        	
                (d)

              	
                The
                  arbitration shall be administered by AAA and conducted, unless
                  otherwise
                  required by law, in any U.S. state where real or tangible personal
                  property collateral for this credit is located or if there is no
                  such
                  collateral, in the state specified in the governing law section
                  of this
                  agreement. All Claims shall be determined by one arbitrator; however,
                  if
                  Claims exceed Five Million Dollars ($5,000,000), upon the request
                  of any
                  party, the Claims shall be decided by three arbitrators. All arbitration
                  hearings shall commence within ninety (90) days of the demand for
                  arbitration and close within ninety (90) days of commencement and
                  the
                  award of the arbitrator(s) shall be issued within thirty (30) days
                  of the
                  close of the hearing. However, the arbitrator(s), upon a showing
                  of good
                  cause, may extend the commencement of the hearing for up to an
                  additional
                  sixty (60) days. The arbitrator(s) shall provide a concise written
                  statement of reasons for the award. The arbitration award may be
                  submitted
                  to any court having jurisdiction to be confirmed, judgment entered
                  and
                  enforced.

              


      

       

      
        	
                (e)

              	
                The
                  arbitrator(s) will give effect to statutes of limitation in determining
                  any Claim and may dismiss the arbitration on the basis that the
                  Claim is
                  barred. For purposes of the application of the statute of limitations,
                  the
                  service on AAA under applicable AAA rules of a notice of Claim
                  is the
                  equivalent of the filing of a lawsuit. Any dispute concerning this
                  arbitration provision or whether a Claim is arbitrable shall be
                  determined
                  by the arbitrator(s). The arbitrator(s) shall have the power to
                  award
                  legal fees pursuant to the terms of this
                  agreement.

              


      

       

      
        	
                (f)

              	
                This
                  paragraph does not limit the right of any party to: (i) exercise
                  self-help
                  remedies, such as but not limited to, setoff; (ii) initiate judicial
                  or
                  non-judicial foreclosure against any real or personal property
                  collateral;
                  (iii) exercise any judicial or power of sale rights, or (iv) act
                  in a
                  court of law to obtain an interim remedy, such as but not limited
                  to,
                  injunctive relief, writ of possession or appointment of a receiver,
                  or
                  additional or supplementary
                  remedies.

              


      

       

      
        	
                (g)

              	
                The
                  filing of a court action is not intended to constitute a waiver
                  of the
                  right of any party, including the suing party, thereafter to require
                  submittal of the Claim to
                  arbitration.

              


      

       

      
        	
                (h)

              	
                By
                  agreeing to binding arbitration, the parties irrevocably and voluntarily
                  waive any right they may have to a trial by jury in respect of
                  any Claim.
                  Furthermore, without intending in any way to limit this agreement
                  to
                  arbitrate, to the extent any Claim is not arbitrated, the parties
                  irrevocably and voluntarily waive any right they may have to a
                  trial by
                  jury in respect of such Claim. This provision is a material inducement
                  for
                  the parties entering into this
                  agreement.

              


      

       

      
        	 	
                ____________

              


      

      
        	 	
                INITIAL
                  HERE

              


      

       


      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      
        	10.5	
                Severability;
                  Waivers. 

              


      

       

      If
        any
        part of this Agreement is not enforceable, the rest of the Agreement may
        be
        enforced. The Bank retains all rights, even if it makes a loan after default.
        If
        the Bank waives a default, it may enforce a later default. Any consent or
        waiver
        under this Agreement must be in writing.

       

      
        	10.6	
                Attorneys’
                  Fees. 

              


      

       

      The
        Borrower shall reimburse the Bank for any reasonable costs and attorneys'
        fees
        incurred by the Bank in connection with the enforcement or preservation of
        any
        rights or remedies under this Agreement and any other documents executed
        in
        connection with this Agreement, and in connection with any amendment, waiver,
        "workout" or restructuring under this Agreement. In the event of a lawsuit
        or
        arbitration proceeding, the prevailing party is entitled to recover costs
        and
        reasonable attorneys' fees incurred in connection with the lawsuit or
        arbitration proceeding, as determined by the court or arbitrator. In the
        event
        that any case is commenced by or against the Borrower under the Bankruptcy
        Code
        (Title 11, United States Code) or any similar or successor statute, the Bank
        is
        entitled to recover costs and reasonable attorneys' fees incurred by the
        Bank
        related to the preservation, protection, or enforcement of any rights of
        the
        Bank in such a case. As used in this paragraph, "attorneys' fees" includes
        the
        allocated costs of the Bank's in-house counsel.

       

      
        	10.7	
                One
                  Agreement. 

              


      

       

      This
        Agreement and any related security or other agreements required by this
        Agreement, collectively:

       

      
        	
                (a)

              	
                represent
                  the sum of the understandings and agreements between the Bank and
                  the
                  Borrower concerning this credit;

              


      

       

      
        	
                (b)

              	
                replace
                  any prior oral or written agreements between the Bank and the Borrower
                  concerning this credit; and

              


      

       

      
        	
                (c)

              	
                are
                  intended by the Bank and the Borrower as the final, complete and
                  exclusive
                  statement of the terms agreed to by
                  them.

              


      

       

      In
        the
        event of any conflict between this Agreement and any other agreements required
        by this Agreement, this Agreement will prevail. Any reference in any related
        document to a “promissory note” or a “note” executed by the Borrower and dated
        as of the date of this Agreement shall be deemed to refer to this Agreement,
        as
        now in effect or as hereafter amended, renewed, or restated.

       

      
        	10.8	
                Indemnification. 

              


      

       

      The
        Borrower will indemnify and hold the Bank harmless from any loss, liability,
        damages, judgments, and costs of any kind relating to or arising directly
        or
        indirectly out of (a) this Agreement or any document required hereunder,
        (b) any
        credit extended or committed by the Bank to the Borrower hereunder, and (c)
        any
        litigation or proceeding related to or arising out of this Agreement, any
        such
        document, or any such credit. This indemnity includes but is not limited
        to
        attorneys' fees (including the allocated cost of in-house counsel). This
        indemnity extends to the Bank, its parent, subsidiaries and all of their
        directors, officers, employees, agents, successors, attorneys, and assigns.
        This
        indemnity will survive repayment of the Borrower's obligations to the Bank.
        All
        sums due to the Bank hereunder shall be obligations of the Borrower, due
        and
        payable immediately without demand.

       


      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      
        	10.9	
                Notices. 

              


      

       

      Unless
        otherwise provided in this Agreement or in another agreement between the
        Bank
        and the Borrower, all notices required under this Agreement shall be personally
        delivered or sent by first class mail, postage prepaid, or by overnight courier,
        to the addresses on the signature page of this Agreement, or sent by facsimile
        to the fax numbers listed on the signature page, or to such other addresses
        as
        the Bank and the Borrower may specify from time to time in writing. Notices
        and
        other communications shall
        be
        effective (i) if mailed, upon the earlier of receipt or five (5) days after
        deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied,
        when
        transmitted, or (iii) if hand-delivered, by courier or otherwise (including
        telegram, lettergram or mailgram), when delivered.

       

      
        	10.10	
                Headings. 

              


      

       

      Article
        and paragraph headings are for reference only and shall not affect the
        interpretation or meaning of any provisions of this Agreement.

       

      
        	 	
                10.11

              	
                Waiver
                  of Immunity.

              


      

       

      To
        the
        extent that the Borrower has acquired or hereafter may acquire any immunity
        (sovereign or otherwise) from any legal action, suit, arbitration or other
        proceeding, from jurisdiction of any court or arbitration panel or from set-off
        or any legal process (whether through service or notice, attachment prior
        to
        judgment, attachment in aid of execution of judgment, execution of judgment
        or
        otherwise) with respect to itself or any of its property, the Borrower hereby
        irrevocably and unconditionally waives and agrees not to plead or claim such
        immunity in respect of its obligations under this Agreement or any document
        or
        agreement required hereunder.

       

      
        	10.12	
                Counterparts.

              


      

       

      This
        Agreement may be executed in as many counterparts as necessary or convenient,
        and by the different parties on separate counterparts each of which, when
        so
        executed, shall be deemed an original but all such counterparts shall constitute
        but one and the same agreement.

       

      
        	10.13	
                Affiliate
                  Sharing Notice.

              


      

       

      Notice
        to
        Individual Borrowers, Guarantors and Pledgors (“Obligors”): From time to time
        Bank of America, N.A. (the “Bank”) may share information about the Obligor’s
        experience with Bank of America Corporation (or any successor company) and
        its
        subsidiaries and affiliated companies (the “Affiliates”). The Bank may also
        share with the Affiliates credit-related information contained in any
        applications, from credit reports and information it may obtain about the
        Obligor from outside sources. If the Obligor is an individual, the Obligor
        may
        instruct the Bank not to share this information with the Affiliates. The
        Obligor
        can make this election by (1) calling the Bank at 1.888.341.5000, (2) visiting
        the Bank online at www.bankofamerica.com,
        selecting “Privacy & Security,” and then selecting “Set Your Privacy
        Preferences," or (3) contacting the Obligor’s client manager or local banking
        center. To help the Bank complete the Obligor’s request, the Obligor should
        include the Obligor’s name, address, phone number, account number(s) and social
        security number. If the Obligor makes this election, certain products or
        services may not be made available to the Obligor. This request will apply
        to
        information from applications, consumer reports and other outside sources
        only,
        and may take six to eight weeks to be fully effective. Through the normal
        course
        of doing business, including servicing the Obligor’s accounts and better serving
        the Obligor’s financial needs, the Bank will continue to share transaction and
        account experience information, as well as other general information among
        the
        Affiliates.

       


      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      
        	
                10.14

              	
                USA
                  PATRIOT Act Notice. 

              


      

       

      Federal
        law requires all financial institutions to obtain, verify and record information
        that identifies each person who opens an account or obtains a loan. The Bank
        will ask for the Borrower’s legal name, address, tax ID number or social
        security number and other identifying information. The Bank may also ask
        for
        additional information or documentation or take other actions reasonably
        necessary to verify the identity of the Borrower, guarantors or other related
        persons.

       

      This
        Agreement is executed as of the date stated at the top of the first
        page.

      


      
        	Bank of America, N.A. 	Cash Systems, Inc.
	 	 
	 	 
	By:_____________________________ 	By:____________________________________
	Name: Peter J. Vitale	Name: David
                S. Clifford
	Title: Senior Vice-President 	Title: Chief
                Financial Officer
	 	 
	 	 
	Address where notices to	Address where notices to
	the Bank are to be sent:	the Borrower are to be sent:
	 	 
	300 South Fourth Street, Second
                Floor  	7350 Dean Martin Drive, Suite
                309
	Las Vegas, NV 89101	Las Vegas, NV 89139
	Telephone: (702) 654-3062 	Telephone: (702) 987-7181
	Facsimile: (702) 654-7158 	Facsimile: (702) 987-7168
	 	 


      

      


       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      


      EXHIBIT
        "A" 

      FORM
        OF
        COMPLIANCE CERTIFICATE

       

      


      


       

      


      
        
           

        

        
          25