Exhibit
10.17


	
  Assessor Parcel No(s):

  	
   

  	
   

  
	
  01-142-01,

  	
   

  	
   

  
	
  01-143-03

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RECORDATION

  	
   

  	
   

  
	
  REQUESTED
  BY:

  	
   

  	
   

  
	
  GREAT
  BASIN BANK

  	
   

  	
   

  
	
  OF
  NEVADA

  	
   

  	
   

  
	
  ELKO
  OFFICE

  	
   

  	
   

  
	
  487
  RAILROAD

  	
   

  	
   

  
	
  STREET

  	
   

  	
   

  
	
  P.O.
  BOX 2808

  	
   

  	
   

  
	
  ELKO,
  NV 89801

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WHEN RECORDED MAIL

  	
   

  	
   

  
	
  TO:

  	
   

  	
   

  
	
  GREAT
  BASIN BANK

  	
   

  	
   

  
	
  OF
  NEVADA

  	
   

  	
   

  
	
  ELKO
  OFFICE

  	
   

  	
   

  
	
  487
  RAILROAD

  	
   

  	
   

  
	
  STREET

  	
   

  	
   

  
	
  P.O.
  BOX 2808

  	
   

  	
   

  
	
  ELKO,
  NV 89801

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEND TAX NOTICES TO:

  	
   

  	
   

  
	
  AWI
  GAMING, INC.

  	
   

  	
   

  
	
  675
  GRIER DRIVE

  	
   

  	
   

  
	
  LAS
  VEGAS, NV

  	
   

  	
   

  
	
  89119-3738

  	
   

  	
  FOR RECORDER’S USE ONLY

  






DEED
OF TRUST


THIS
DEED OF TRUST is dated February 21, 2006, among AWI GAMING, INC., a Nevada
Corporation (“Grantor”); GREAT BASIN BANK OF NEVADA, whose address is ELKO
OFFICE, 487 RAILROAD STREET, P.O. BOX 2808, ELKO, NV 89801 (referred to below
sometimes as “Lender” and sometimes as “Beneficiary”); and WESTERN TITLE
COMPANY INC, whose address is 401 SOUTH BRIDGE STREET, WINNEMUCCA, NV 89445
(referred to below as “Trustee”).


CONVEYANCE AND GRANT. For
valuable consideration, Grantor irrevocably grants, bargains, sells and conveys
to Trustee with power of sale for the benefit of Lender as Beneficiary all of
Grantor’s right, title, and interest in and to the following described real
property, together with all existing or subsequently erected or affixed
buildings, improvements and fixtures; all 













 


easements, rights of way,
and appurtenances; all water, water rights and ditch rights (including stock in
utilities with ditch or irrigation rights); and all other rights, royalties,
and profits relating to the real property, including without limitation all
minerals, oil, gas, geothermal and similar matters, (the “Real Property”) located in PERSHING County, State of Nevada:


See Exhibit A, which is attached to
this Deed of Trust and made a part of this Deed of Trust as if fully set forth
herein.


The Real
Property or its address is commonly known as 1420 CORNELL AVENUE, LOVELOCK, NV
89419. The Real Property tax identification number is 01-142-01, 01-143-03.


Grantor presently,
absolutely, and irrevocably assigns to Lender (also known as Beneficiary in
this Deed of Trust) all of Grantor’s right, title, and interest in and to all
present and future leases of the Property and all Rents from the Property. In
addition, Grantor grants to Lender a Uniform Commercial Code security interest in
the Personal Property.


THIS
DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN
THE PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS
INCLUDING FUTURE ADVANCES AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER
THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS
GOVERNED IN PART BY NRS 106.300 TO 106.400 AND THEREFORE SECURES FUTURE
ADVANCES MADE BY LENDER WHICH ARE EITHER OPTIONAL OR OBLIGATORY. THE MAXIMUM
AMOUNT OF ADVANCES SECURED BY THIS DEED OF TRUST IS STATED BELOW UNDER THE
DEFINITION OF NOTE, WHICH MAXIMUM MAY INCREASE OR DECREASE FROM TIME TO TIME BY
AMENDMENT OF THE NOTE. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:


PAYMENT
AND PERFORMANCE. Except as otherwise provided in this Deed of
Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as
they become due, and shall strictly and in a timely manner perform all of
Grantor’s obligations under the Note, this Deed of Trust, and the Related
Documents.


STATUTORY
COVENANTS. The following Statutory Covenants are hereby
adopted and made a part of this Deed of Trust: Covenants Nos. 1, 3, 4, 5, 6, 7,
8 and 9 of N.R.S. 107.030. The rate of interest after default for Covenant No.
4 shall be 4.000 percentage points over the variable rate index defined in the
Note. The percent of counsel fees under Covenant No. 7 shall be ten
percent(10%). Except for Covenants Nos. 6, 7, and 8, to the extent any terms of
this Deed of Trust are inconsistent with the Statutory Covenants the terms of
this Deed of Trust shall control. Covenants 6, 7, and 8 shall control over the
express terms of any inconsistent terms of this Deed of Trust.


POSSESSION
AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor’s
possession and use of the Property shall be governed by the following
provisions:


Possession and Use. Until
the occurrence of an Event of Default, Grantor may (1) remain in possession and
control of the Property; (2) use, operate or manage the Property; and (3)
collect the Rents from the Property.


Duty to Maintain. Grantor
shall maintain the Property in tenantable condition and promptly perform all
repairs, replacements, and maintenance necessary to preserve its value.


Compliance With Environmental Laws. Grantor
represents and warrants to Lender that: (1)



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During the period of Grantor’s
ownership of the Property, there has been no use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from the Property; (2) Grantor has
no knowledge of, or reason to believe that there has been, except as previously
disclosed to and acknowledged by Lender in writing, (a) any breach or violation
of any Environmental Laws, (b) any use, generation, manufacture, storage,
treatment, disposal, release or threatened release of any Hazardous Substance
on, under, about or from the Property by any prior owners or occupants of the
Property, or (c) any actual or threatened litigation or claims of any kind by
any person relating to such matters; and (3) Except as previously disclosed to
and acknowledged by Lender in writing, (a) neither Grantor nor any tenant,
contractor, agent or other authorized user of the Property shall use, generate,
manufacture, store, treat, dispose of or release any Hazardous Substance on,
under, about or from the Property; and (b) any such activity shall be conducted
in compliance with all applicable federal, state, and local laws, regulations
and ordinances, including without limitation all Environmental Laws. Grantor
authorizes Lender and its agents to enter upon the Property to make such
inspections and tests, at Grantor’s expense, as Lender may deem appropriate to
determine compliance of the Property with this section of the Deed of Trust.
Any inspections or tests made by Lender shall be for Lender’s purposes only and
shall not be construed to create any responsibility or liability on the part of
Lender to Grantor or to any other person. The representations and warranties contained
herein are based on Grantor’s due diligence in investigating the Property for
Hazardous Substances. Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes
liable for cleanup or other costs under any such laws; and (2) agrees to
indemnify and hold harmless Lender against any and all claims, losses,
liabilities, damages, penalties, and expenses which Lender may directly or
indirectly sustain or suffer resulting from a breach of this section of the
Deed of Trust or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release occurring prior to Grantor’s ownership
or interest in the Property, whether or not the same was or should have been
known to Grantor. The provisions of this section of the Deed of Trust,
including the obligation to indemnify, shall survive the payment of the
indebtedness and the satisfaction and reconveyance of the lien of this Deed of
Trust and shall not be affected by Lender’s acquisition of any interest in the
Property, whether by foreclosure or otherwise.


Nuisance,
Waste. Grantor shall
not cause, conduct or permit any nuisance nor commit, permit, or suffer any
stripping of or waste on or to the Property or any portion of the Property.
Without limiting the generality of the foregoing, Grantor will not remove, or
grant to any other party the right to remove, any timber, minerals (including
oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender’s
prior written consent.


Removal of
Improvements. Grantor
shall not demolish or remove any improvements from the Real Property without
Lender’s prior written consent. As a condition to the removal of any
improvements, Lender may require Grantor to make arrangements satisfactory to
Lender to replace such improvements with improvements of at least equal value.


Lender’s
Right to Enter. Lender
and Lender’s agents and representatives may enter upon the Real Property at all
reasonable times to attend to Lender’s interests and to inspect the Real
Property for purposes of Grantor’s compliance with the terms and conditions of
this



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Deed of Trust.


Compliance
with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and
regulations, now or hereafter in effect, of all governmental authorities
applicable to the use or occupancy of the Property, including without
limitation, the Americans With Disabilities Act. Grantor may contest in good
faith any such law, ordinance, or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Grantor has notified
Lender in writing prior to doing so and so long as, in Lender’s sole opinion,
Lender’s interests in the Property are not jeopardized. Lender may require Grantor
to post adequate security or a surety bond, reasonably satisfactory to Lender,
to protect Lender’s interest.


Duty to
Protect. Grantor
agrees neither to abandon or leave unattended the Property. Grantor shall do
all other acts, in addition to those acts set forth above in this section,
which from the character and use of the Property are reasonably necessary to
protect and preserve the Property.


DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender’s option, declare
immediately due and payable all sums secured by this Deed of Trust upon the
sale or transfer, without Lender’s prior written consent, of all or any part of
the Real Property, or any interest in the Real Property or any mobile home or
manufactured home located on the property whether or not it is legally a part
of the real property. A “sale or transfer” means the conveyance of Real
Property or any right, title or interest in the Real Property; whether legal,
beneficial or equitable; whether voluntary or involuntary; whether by outright
sale, deed, installment sale contract, land contract, contract for deed,
leasehold interest with a term greater than three (3) years, lease-option
contract, or by sale, assignment, or transfer of any beneficial interest in or
to any land trust holding title to the Real Property, or by any other method of
conveyance of an interest in the Real Property. If any Grantor is a  corporation, partnership or limited
liability company, transfer also includes any change in ownership of more than
twenty-five percent (25%) of the voting stock, partnership interests or limited
liability company interests, as the case may be, of such Grantor. However, this
option shall not be exercised by Lender if such exercise is prohibited by
federal law or by Nevada law.


TAXES AND LIENS. The following provisions relating to the taxes
and liens on the Property are part of this Deed of Trust:


Payment. Grantor shall pay when due (and in all events
prior to delinquency) all taxes, special taxes, assessments, charges (including
water and sewer), fines and impositions levied against or on account of the
Property, and shall pay when due all claims for work done on or for services
rendered or material furnished to the Property. Grantor shall maintain the
Property free of all liens having priority over or equal to the interest of
Lender under this Deed of Trust, except for the lien of taxes and assessments
not due and except as otherwise provided in this Deed of Trust.


Right to
Contest. Grantor may
withhold payment of any tax, assessment, or claim in connection with a good
faith dispute over the obligation to pay, so long as Lender’s interest in the
Property is not jeopardized. If a lien arises or is filed as a result of
nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if
a lien is filed, within fifteen (15) days after Grantor has notice of the
filing, secure the discharge of the lien, or if requested by Lender, deposit
with Lender cash or a sufficient corporate surety bond or


 



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other security satisfactory to Lender in an amount
sufficient to discharge the lien plus any costs and attorneys’  fees, or other charges that
could accrue as a result of a foreclosure or sale under the lien. In any
contest, Grantor shall defend itself and Lender and shall satisfy any adverse
judgment before enforcement against the Property. Grantor shall name Lender as
an additional obligee under any surety bond furnished in the contest
proceedings.


Evidence of Payment.
Grantor shall upon demand furnish to Lender satisfactory evidence of payment of
the taxes or assessments and shall authorize the appropriate governmental
official to deliver to Lender at any time a written statement of the taxes and
assessments against the Property.


Notice of Construction.
Grantor shall notify Lender at least fifteen (15) days before any work is
commenced, any services are furnished, or any materials are supplied to the
Property, if any mechanic’s lien, materialmen’s lien, or other lien could be
asserted on account of the work, services, or materials and the cost exceeds
$10,000.00. Grantor will upon request of Lender furnish to Lender advance
assurances satisfactory to Lender that Grantor can and will pay the cost of
such improvements.


PROPERTY
DAMAGE INSURANCE. The following provisions relating to
insuring the Property are a part of this Deed of Trust.


Maintenance of Insurance.
Grantor shall procure and maintain policies of fire insurance with standard
extended coverage endorsements on a replacement basis for the full insurable
value covering all Improvements on the Real Property in an amount sufficient to
avoid application of any coinsurance clause, and with a standard mortgagee
clause in favor of Lender. Grantor shall also procure and maintain
comprehensive general liability insurance in such coverage amounts as Lender
may request with Trustee and Lender being named as additional insureds in such
liability insurance policies. Additionally, Grantor shall maintain such other
insurance, including but not limited to hazard, business interruption, and
boiler insurance, as Lender may reasonably require. Policies shall be written
in form, amounts, coverages and basis reasonably acceptable to Lender and
issued by a company or companies reasonably acceptable to Lender. Grantor, upon
request of Lender, will deliver to Lender from time to time the policies or
certificates of insurance in form satisfactory to Lender, including
stipulations that coverages will not be cancelled or diminished without at
least ten (10) days prior written notice to Lender. Each insurance policy also
shall include an endorsement providing that coverage in favor of Lender will
not be impaired in any way by any act, omission or default of Grantor or any
other person. Should the Real Property be located in an area designated by the
Director of the Federal Emergency Management Agency as a special flood hazard
area, Grantor agrees to obtain and maintain Federal Flood Insurance, if
available, within 46 days after notice is given by Lender that the Property is
located in a special flood hazard area, for the full unpaid principal balance
of the loan and any prior liens on the property securing the loan, up to the
maximum policy limits set under the National Flood Insurance Program, or as
otherwise required by Lender, and to maintain such insurance for the term of
the loan.


Application of Proceeds.
Grantor shall promptly notify Lender of any loss or damage to the Property if
the estimated cost of repair or replacement exceeds $5,000.00. Lender may make
proof of loss if Grantor fails to do so within fifteen (15) days of the
casualty. Whether or not Lender’s security is impaired, Lender may, at Lender’s
election, receive and



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retain the proceeds of any insurance and apply the
proceeds to the reduction of the Indebtedness, payment of any lien affecting
the Property, or the restoration and repair of the Property. If Lender elects
to apply the proceeds to restoration and repair, Grantor shall repair or
replace the damaged or destroyed Improvements in a manner satisfactory to Lender.
Lender shall, upon satisfactory proof of such expenditure, pay or reimburse
Grantor from the proceeds for the reasonable cost of repair or restoration if
Grantor is not in default under this Deed of Trust. Any proceeds which have not
been disbursed within 180 days after their receipt and which Lender has not
committed to the repair or restoration of the Property shall be used first to
pay any amount owing to Lender under this Deed of Trust, then to pay accrued
interest, and the remainder, if any, shall be applied to the principal balance
of the Indebtedness. If Lender holds any proceeds after payment in full of the
Indebtedness, such proceeds shall be paid to Grantor as Grantor’s interests may
appear.


Grantor’s Report on Insurance. Upon
request of Lender, however not more than once a year, Grantor shall furnish to
Lender a report on each existing policy of insurance showing: (1) the name of
the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
property insured, the then current replacement value of such property, and the
manner of determining that value; and (5) the expiration date of the policy.
Grantor shall, upon request of Lender, have an independent appraiser
satisfactory to Lender determine the cash value replacement cost of the Property.


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that
would materially affect Lender’s interest in the Property or if Grantor fails
to comply with any provision of this Deed of Trust or any Related Documents,
including but not limited to Grantor’s failure to discharge or pay when due any
amounts Grantor is required to discharge or pay under this Deed of Trust or any
Related Documents, Lender on Grantor’s behalf may (but shall not be obligated
to) take any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Property and paying all costs
for insuring, maintaining and preserving the Property. All such expenditures
incurred or paid by Lender for such purposes will then bear interest at the
rate charged under the Note from the date incurred or paid by Lender to the
date of repayment by Grantor. All such expenses will become a part of the
Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be
added to the balance of the Note and be apportioned among and be payable with
any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note’s
maturity. The Deed of Trust also will secure payment of these amounts. Such
right shall be in addition to all other rights and remedies to which Lender may
be entitled upon Default.


WARRANTY;
DEFENSE OF TITLE. The following  provisions relating to ownership  of the Property are a part of this Deed of
Trust:


Title. Grantor
warrants that: (a) Grantor holds good and marketable title of record to the
Property in fee simple, free and clear of all liens and encumbrances other than
those set forth in the Real Property description or in any title insurance
policy, title report, or final title opinion issued in favor of, and accepted
by, Lender in connection with this Deed of Trust, and (b) Grantor has the full
right, power, and authority to execute and deliver this Deed of Trust to
Lender.



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Defense of Title.
Subject to the exception in the paragraph above, Grantor warrants and will
forever defend the title to the Property against the lawful claims of all
persons. In the event any action or proceeding is commenced that questions
Grantor’s title or the interest of Trustee or Lender under this Deed of Trust,
Grantor shall defend the action at Grantor’s expense. Grantor may be the
nominal party in such proceeding, but Lender shall be entitled to participate
in the proceeding and to be represented in the proceeding by counsel of Lender’s
own choice, and Grantor will deliver, or cause to be delivered, to Lender such
instruments as Lender may request from time to time to permit such
participation.


Compliance With Laws.
Grantor warrants that the Property and Grantor’s use of the Property complies
with all existing applicable laws, ordinances, and regulations of governmental
authorities.


Survival of Representations and
Warranties. All representations, warranties, and agreements
made by Grantor in this Deed of Trust shall survive the execution and delivery
of this Deed of Trust, shall be continuing in nature, and shall remain in full
force and effect until such time as Grantor’s Indebtedness shall be paid in
full.


CONDEMNATION.
The following provisions relating to condemnation proceedings are a part of
this Deed of Trust:


Proceedings. If any
proceeding in condemnation is filed. Grantor shall promptly notify Lender in
writing, and Grantor shall promptly take such steps as may be necessary to
defend the action and obtain the award. Grantor may be the nominal party in
such proceeding, but Lender shall be entitled to participate in the proceeding
and to be represented in the proceeding by counsel of its own choice, and
Grantor will deliver or cause to be delivered to Lender such instruments and
documentation as may be requested by Lender from time to time to permit such
participation.


Application of Net Proceeds.
If all or any part of the Property is condemned by eminent domain proceedings
or by any proceeding or purchase in lieu of condemnation, Lender may at its
election require that all or any portion of the net proceeds of the award be
applied to the Indebtedness or the repair or restoration of the Property. The
net proceeds of the award shall mean the award after payment of all reasonable
costs, expenses, and attorneys’ fees incurred by Trustee or Lender in
connection with the condemnation. Grantor waives any legal or equitable
interest in the net proceeds and any right to require any apportionment of the
net proceeds of the award. Grantor agrees that Lender is entitled to apply the
award in accordance with this paragraph without demonstrating that its security
has been impaired.


IMPOSITION
OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The
following provisions relating to governmental taxes, fees and charges are a
part of this Deed of Trust:


Current Taxes, Fees and Charges.
Upon request by Lender, Grantor shall execute such documents in addition to
this Deed of Trust and take whatever other action is requested by Lender to
perfect and continue Lender’s lien on the Real Property. Grantor shall
reimburse Lender for all taxes, as described below, together with all expenses
incurred in recording, perfecting or continuing this Deed of Trust, including
without limitation all taxes, fees, documentary stamps, and other charges for
recording or registering this Deed of Trust.


 



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Taxes. The
following shall constitute taxes to which this section applies: (1) a specific
tax upon this type of Deed of Trust or upon all or any part of the Indebtedness
secured by this Deed of Trust; (2) a specific tax on Grantor which Grantor is
authorized or required to deduct from payments on the Indebtedness secured by
this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable
against the Lender or the holder of the Note; and (4) a specific tax on all or
any portion of the Indebtedness or on payments of principal and interest made
by Grantor.


Subsequent Taxes.
If any tax to which this section applies is enacted subsequent to the date of
this Deed of Trust, this event shall have the same effect as an Event of
Default, and Lender may exercise any or all of its available remedies for an
Event of Default as provided below unless Grantor either (1) pays the tax
before it becomes delinquent, or (2) contests the tax as provided above in the
Taxes and Liens section and deposits with Lender cash or a sufficient corporate
surety bond or other security satisfactory to Lender.


SECURITY
AGREEMENT; FINANCING STATEMENTS. The following provisions
relating to this Deed of Trust as a security agreement are a part of this Deed
of Trust:


Security Agreement.
This instrument shall constitute a Security Agreement to the extent any of the
Property constitutes fixtures, and Lender shall have all of the rights of a
secured party under the Uniform Commercial Code as amended from time to time.


Security Interest. Upon
request by Lender, Grantor shall take whatever action is requested by Lender to
perfect and continue Lender’s security interest in the Rents and Personal
Property. In addition to recording this Deed of Trust in the real property
records. Lender may, at any time and without further authorization from
Grantor, file executed counterparts, copies or reproductions of this Deed of
Trust as a financing statement. Grantor shall reimburse Lender for all expenses
incurred in perfecting or continuing this security interest. Upon default,
Grantor shall not remove, sever or detach the Personal Property from the
Property. Upon default, Grantor shall assemble any Personal Property not
affixed to the Property in a manner and at a place reasonably convenient to
Grantor and Lender and make it available to Lender within three (3) days after
receipt of written demand from Lender to the extent permitted by applicable
law.


Addresses. The
mailing addresses of Grantor (debtor) and Lender (secured party) from which
information concerning the security interest granted by this Deed of Trust may
be obtained (each as required by the Uniform Commercial Code) are as stated on
the first page of this Deed of Trust.


FURTHER
ASSURANCES; ATTORNEY-IN-FACT. The following provisions
relating to further assurances and attorney-in-fact are a part of this Deed of
Trust:


Further Assurances. At
any time, and from time to time, upon request of Lender, Grantor will make,
execute and deliver, or will cause to be made, executed or delivered, to Lender
or to Lender’s designee, and when requested by Lender, cause to be filed,
recorded, refiled, or rerecorded, as the case may be, at such times and in such
offices and places as Lender may deem appropriate, any and all such mortgages,
deeds of trust, security deeds, security agreements, financing statements,
continuation statements, instruments of further assurance, certificates, and
other documents as may, in the sole opinion of Lender, be necessary or
desirable in order to effectuate, complete, perfect, continue, or preserve (1)



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Grantor’s obligations under
the Note, this Deed of Trust, and the Related Documents, and (2) the liens and
security interests created by this Deed of Trust as first and prior liens on
the Property, whether now owned or hereafter acquired by Grantor. Unless
prohibited by law or Lender agrees to the contrary in writing. Grantor shall
reimburse Lender for all costs and expenses incurred in connection with the
matters referred to in this paragraph.


Attorney-in-Fact. If Grantor fails to do any of the things
referred to in the preceding paragraph. Lender may do so for and in the name of
Grantor and at Grantor’s expense. For such purposes, Grantor hereby irrevocably
appoints Lender as Grantor’s attorney-in-fact for the purpose of making, executing,
delivering, filing, recording, and doing all other things as may be necessary
or desirable, in Lender’s sole opinion, to accomplish the matters referred to
in the preceding paragraph.


EVENTS OF DEFAULT. Each of the following, at Lender’s option, shall
constitute an Event of Default under this Deed of Trust:


Payment
Default. Grantor fails
to make any payment when due under the Indebtedness.


Other
Defaults. Grantor
fails to comply with or to perform any other term, obligation, covenant or
condition contained in this Deed of Trust or in any of the Related Documents or
to comply with or to perform any term, obligation, covenant or condition
contained in any other agreement between Lender and Grantor.


Compliance
Default. Failure to
comply with any other term, obligation, covenant or condition contained in this
Deed of Trust, the Note or in any of the Related Documents.


Default on
Other Payments.
Failure of Grantor within the time required by this Deed of Trust to make any
payment for taxes or insurance, or any other payment necessary to prevent
filing of or to effect discharge of any lien.


Default on
Subordinate Indebtedness. Default by Grantor under any subordinate obligation or instrument
securing any subordinate obligation or commencement of any suit or other action
to foreclose any subordinate lien on the Property.


False
Statements. Any
warranty, representation or statement made or furnished to Lender by Grantor or
on Grantor’s behalf under this Deed of Trust or the Related Documents is false
or misleading in any material respect, either now or at the time made or
furnished or becomes false or misleading at any time thereafter.


Defective
Collateralization. This
Deed of Trust or any of the Related Documents ceases to be in full force and
effect (including failure of any collateral document to create a valid and
perfected security interest or lien) at any time and for any reason.


Insolvency. The dissolution or termination of Grantor’s
existence as a going business, the insolvency of Grantor, the appointment of a
receiver for any part of Grantor’s property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Grantor.


Creditor or
Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by any creditor of
Grantor or by any governmental agency against any property securing the
indebtedness. This includes a garnishment of any of Grantor’s accounts,
including deposit accounts, with



 9
 









 


Lender. However, this Event
of Default shall not apply if there is a good faith dispute by Grantor as to
the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Grantor gives Lender written notice of the
creditor or  forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


Events
Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the
Indebtedness or any Guarantor dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any Guaranty of the Indebtedness.
In the event of a death, Lender, at its option, may, but shall not be required
to, permit the Guarantor’s estate to assume unconditionally the obligations
arising under the guaranty in a manner satisfactory to Lender, and, in doing
so, cure any Event of Default.


Adverse
Change. A material
adverse change occurs in Grantor’s financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is impaired.


Right to
Cure. If any default,
other than a default in payment is curable and if Grantor has not been given a
notice of a breach of the same provision of this Deed of Trust within the
preceding twelve (12) months, it may be cured if Grantor, after receiving written
notice from Lender demanding cure of such default: (1) cures the default within
fifteen (15) days; or (2) if the cure requires more than fifteen (15) days,
immediately initiates steps which Lender deems in Lender’s sole discretion to
be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.


RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed
of Trust, at any time thereafter, Trustee or Lender may exercise any one or
more of the following rights and remedies:


Election of
Remedies. Election by
Lender to pursue any remedy shall not exclude pursuit of any other remedy, and
an election to make expenditures or to take action to perform an obligation of
Grantor under this Deed of Trust, after Grantor’s failure to perform, shall not
affect Lender’s right to declare a default and exercise its remedies.


Accelerate
Indebtedness. Lender
shall have the right at its option without notice to Grantor to declare the
entire Indebtedness immediately due and payable, including any prepayment
penalty which Grantor would be required to pay.


Foreclosure. With respect to all or any part of the Real
Property, the Trustee shall have the right to foreclose by notice and sale, and
Lender shall have the right to foreclose by judicial foreclosure, in either
case in accordance with and to the full extent provided by applicable law.


UCC
Remedies. With respect
to all or any part of the Personal Property, Lender shall have all the rights
and remedies of a secured party under the Uniform Commercial Code.


Collect
Rents. Lender shall
have the right, without notice to Grantor to take possession of and manage the
Property, and, whether or not Lender takes possession, collect the Rents,
including amounts past due and unpaid, and apply the net proceeds, over and
above Lender’s costs, against the Indebtedness. In furtherance of this right,
Lender may require


 



 10















any tenant or other user of
the Property to make payments of rent or use fees directly to Lender. If the
Rents are collected by Lender, then Grantor irrevocably designates Lender as
Grantor’s attorney-in-fact to endorse instruments received in payment thereof
in the name of Grantor and to negotiate the same and collect the proceeds.
Payments by tenants or other users to Lender in response to Lender’s demand
shall satisfy the obligations for which the payments are made, whether or not
any proper grounds for the demand existed. Lender may exercise its rights under
this subparagraph either in person, by agent, or through a receiver.


Appoint
Receiver. Lender shall
have the right to have a receiver appointed to take possession of all or any
part of the Property, with the power to protect and preserve the Property, to
operate the Property preceding foreclosure or sale, and to collect the Rents
from the Property and apply the proceeds, over and above the cost of the
receivership, against the Indebtedness. The receiver may serve without bond if
permitted by law. Lender’s right to the appointment of a receiver shall exist
whether or not the apparent value of the Property exceeds the Indebtedness by a
substantial amount. Employment by Lender shall not disqualify a person from
serving as a receiver.


Tenancy at
Sufferance. If Grantor
remains in possession of the Property after the Property is sold as provided
above or Lender otherwise becomes entitled to possession of the Property upon
default of Grantor, Grantor shall become a tenant at sufferance of Lender or
the purchaser of the Property and shall, at Lender’s option, either (1) pay a
reasonable rental for the use of the Property, or (2) vacate the Property
immediately upon the demand of Lender.


Other
Remedies. Trustee or
Lender shall have any other right or remedy provided in this Deed of Trust or
the Note or by law.


Notice of
Sale. Lender shall
give Grantor reasonable notice of the time and place of any public sale of the
Personal Property or of the time after which any private sale or other intended
disposition of the Personal Property is to be made. Reasonable notice shall
mean notice given at least ten (10) days before the time of the sale or
disposition. Notices given by Lender or Trustee under the real property foreclosure
proceedings shall be deemed reasonable. Any sale of the Personal Property may
be made in conjunction with any sale of the Real Property.


Sale of the
Property. To the
extent permitted by applicable law, Grantor hereby waives any and all rights to
have the Property marshalled. In exercising its rights and remedies, the
Trustee or Lender shall be free to sell all or any part of the Property
together or separately, in one sale or by separate sales. Lender shall be
entitled to bid at any public sale on all or any portion of the Property. The
power of sale under this Deed of Trust shall not be exhausted by any one or
more sales (or attempts to sell) as to all or any portion of the Real Property
remaining unsold, but shall continue unimpaired until all of the Real Property
has been sold by exercise of the power of sale and all Indebtedness has been
paid in full.


Attorneys’
Fees; Expenses. If
Lender institutes any suit or action to enforce any of the terms of this Deed
of Trust, Lender shall be entitled to recover such sum as the court may adjudge
reasonable as attorneys’ fees at trial and upon any appeal. Whether or not any
court action is involved, and to the extent not prohibited by law, all
reasonable expenses Lender incurs that in Lender’s opinion are necessary at any
time for the protection of its



 11
 









interest or the enforcement of its rights shall become
a part of the Indebtedness payable on demand and shall bear interest at the
Note rate from the date of the expenditure until repaid. Expenses covered by this
paragraph include, without limitation, however subject to any limits under
applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether
or not there is a lawsuit, including attorneys’ fees and expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services, the cost of searching records, obtaining title reports (including
foreclosure reports), surveyors’ reports, and appraisal fees, title insurance,
and fees for the Trustee, to the extent permitted by applicable law. Grantor
also will pay any court costs, in addition to all other sums provided by law.
Fees and expenses shall include attorneys’ fees that Lender, Trustee, or both
incur, if either or both are made parties to any action to enjoin foreclosure
or to any legal proceeding that Grantor institutes. The fees and expenses are
secured by this Deed of Trust and are recoverable from the Property.


Rights of Trustee.
Trustee shall have all of the rights and duties of Lender as set forth in this
section.


POWERS
AND OBLIGATIONS OF TRUSTEE. The following provisions relating
to the powers and obligations of Trustee are part of this Deed of Trust:


Powers of Trustee. In
addition to all powers of Trustee arising as a matter of law, Trustee shall
have the power to take the following actions with respect to the Property upon
the written request of Lender and Grantor: (a) join in preparing and filing a
map or plat of the Real Property, including the dedication of streets or other
rights to the public; (b) join in granting any easement or creating any
restriction on the Real Property; and (c) join in any subordination or other
agreement affecting this Deed of Trust or the interest of Lender under this
Deed of Trust.


Obligations to Notify. Trustee
shall not be obligated to notify any other party of a pending sale under any
other trust deed or lien, or of any action or proceeding in which Grantor,
Lender, or Trustee shall be a party, unless the action or proceeding is brought
by Trustee.


Trustee. Trustee
shall meet all qualifications required for Trustee under applicable law. In
addition to the rights and remedies set forth above, with respect to all or any
part of the Property, the Trustee shall have the right to foreclose by notice
and sale, and Lender shall have the right to foreclose by judicial foreclosure,
in either case in accordance with and to the full extent provided by applicable
law.


Successor Trustee.
Lender, at Lender’s option, may from time to time appoint a successor Trustee
to any Trustee appointed under this Deed of Trust by an instrument executed and
acknowledged by Lender and recorded in the office of the recorder of PERSHING
County, State of Nevada. The successor trustee, without conveyance of the
Property, shall succeed to all the title, power, and duties conferred upon the
Trustee in this Deed of Trust and by applicable law. This procedure for
substitution of Trustee shall govern to the exclusion of all other provisions
for substitution.


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part
of this Deed of Trust:


Amendments. This
Deed of Trust, together with any Related Documents, constitutes the



 12
 









entire understanding and agreement of the parties as
to the matters set forth in this Deed of Trust. No alteration of or amendment
to this Deed of Trust shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or
amendment.


Annual Reports. If
the Property is used for purposes other than Grantor’s residence, Grantor shall
furnish to Lender, upon request, a certified statement of net operating income
received from the Property during Grantor’s previous fiscal year in such form
and detail as Lender shall require. “Net operating income” shall mean all cash
receipts from the Property less all cash expenditures made in connection with
the operation of the Property.


Caption Headings. Caption
headings in this Deed of Trust are for convenience purposes only and are not to
be used to interpret or define the provisions of this Deed of Trust.


Merger. There shall
be no merger of the interest or estate created by this Deed of Trust with any
other interest or estate in the Property at any time held by or for the benefit
of Lender in any capacity, without the written consent of Lender.


Governing Law. This Deed of Trust
will be governed by federal law applicable to Lender and, to the extent not
preempted by federal law, the laws of the State of Nevada without regard to its
conflicts of law provisions. This Deed of Trust has been accepted by Lender in
the State of Nevada.


Choice of Venue. If
there is a lawsuit, Grantor agrees upon Lender’s request to submit to the
jurisdiction of the courts of ELKO County, State of Nevada. (Initial Here [Illegible] )


No Waiver by Lender.
Lender shall not be deemed to have waived any rights under this Deed of Trust
unless such waiver is given in writing and signed by Lender. No delay or
omission on the part of Lender in exercising any right shall operate as a
waiver of such right or any other right. A waiver by Lender of a provision of
this Deed of Trust shall not prejudice or constitute a  waiver of Lender’s right otherwise to
demand strict compliance with that provision or any other provision of this
Deed of Trust. No prior waiver by Lender, nor any course of dealing between
Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of
any of Grantor’s obligations as to any future transactions. Whenever the
consent of Lender is required under this Deed of Trust, the granting of such
consent by Lender in any instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.


Severability. If a
court of competent jurisdiction finds any provision of this Deed of Trust to be
illegal, invalid, or unenforceable as to any circumstance, that finding shall
not make the offending provision illegal, invalid, or unenforceable as to any
other circumstance. If feasible, the offending provision shall be considered
modified so that it becomes legal, valid and enforceable. If the offending
provision cannot be so modified, it shall be considered deleted from this Deed
of Trust. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Deed of Trust shall not affect the
legality, validity or enforceability of any other provision of this Deed of
Trust.


Successors and Assigns.
Subject to any limitations stated in this Deed of Trust on transfer of Grantor’s
interest, this Deed of Trust shall be binding upon and inure to the benefit of
the parties, their successors and assigns. If ownership of the Property becomes
vested in a



 13















person other than Grantor, Lender, without notice to
Grantor, may deal with Grantor’s successors with reference to this Deed of
Trust and the Indebtedness by way of forbearance or extension without releasing
Grantor from the obligations of this Deed of Trust or liability under the
Indebtedness.


Time is of the Essence.
Time is of the essence in the performance of this Deed of Trust.


Waiver of Homestead Exemption.
Grantor hereby releases and waives all rights and benefits of the homestead
exemption laws of the State of Nevada as to all Indebtedness secured by this
Deed of Trust.


DEFINITIONS. The
following capitalized words and terms shall have the following meanings when
used in this Deed of Trust. Unless specifically stated to the contrary, all
references to dollar amounts shall mean amounts in lawful money of the United
States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Deed of Trust shall have the
meanings attributed to such terms in the Uniform Commercial Code:


Beneficiary. The
word “Beneficiary” means GREAT BASIN BANK OF NEVADA, and its successors and
assigns.


Borrower. The word “Borrower”
means AWI GAMING, INC. and includes all co-signers and co-makers signing the
Note and all their successors and assigns.


Deed of Trust. The
words “Deed of Trust” mean this Deed of Trust among Grantor, Lender, and
Trustee.


Default. The word “Default”
means the Default set forth in this Deed of Trust in the section titled “Default”.


Environmental Laws.
The words “Environmental Laws” mean any and all state, federal and local
statutes, regulations and ordinances relating to the protection of human health
or the environment, including without limitation the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other
applicable state or federal laws, rules, or regulations adopted pursuant
thereto.


Event of Default.
The words “Event of Default” mean any of the events of default set forth in
this Deed of Trust in the events of default section of this Deed of Trust.


Grantor. The word “Grantor”
means AWI GAMING, INC..


Guarantor. The word
“Guarantor” means any guarantor, surety, or accommodation party of any or all
of the Indebtedness.


Guaranty. The word “Guaranty”
means the guaranty from Guarantor to Lender, including without limitation a
guaranty of all or part of the Note.


Hazardous Substances.
The words “Hazardous Substances” mean materials that, because of their
quantity, concentration or physical, chemical or infectious characteristics,
may cause or pose a present or potential hazard to human health or the
environment when



 14
 









improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and
all hazardous or toxic substances, materials or waste as defined by or listed
under the Environmental Laws. The term “Hazardous Substances” also includes,
without limitation, petroleum and petroleum by-products or any fraction thereof
and asbestos.


Improvements. The
word “Improvements” means all existing and future improvements, buildings, structures,
mobile homes affixed on the Real Property, facilities, additions, replacements
and other construction on the Real Property.


Indebtedness. The
word “Indebtedness” means all principal, interest, and other amounts, costs and
expenses payable under the Note or Related Documents, together with all
renewals of, extensions of, modifications of, consolidations of and
substitutions for the Note or Related Documents and any amounts expended or
advanced by Lender to discharge Grantor’s obligations or expenses incurred by
Trustee or Lender to enforce Grantor’s obligations under this Deed of Trust,
together with interest on such amounts as provided in this Deed of Trust.


Lender. The word “Lender”
means GREAT BASIN BANK OF NEVADA, its successors and assigns.


Note. The word “Note”
means the promissory note dated February 21, 2006, in the original principal amount of $1,500,000.00 from Grantor
to Lender, together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of, and substitutions for the promissory note
or agreement. NOTICE TO GRANTOR: THE NOTE
CONTAINS A VARIABLE INTEREST RATE.


Personal Property.
The words “Personal Property” mean all equipment, fixtures, mobile homes,
manufactured homes or modular homes which have not been legally acceded to the
real property in accordance with Nevada law, and other articles of personal
property now or hereafter owned by Grantor, and now or hereafter attached or
affixed to or used in the operation of the Real Property; together with all accessions,
parts, and additions to, all replacements of, and all substitutions for, any of
such property; and together with all proceeds (including without limitation all
insurance proceeds and refunds of premiums) from any sale or other disposition
of the Property.


Property. The word “Property”
means collectively the Real Property and the Personal Property.


Real Property. The
words “Real Property” mean the real property, interests and rights, as further
described in this Deed of Trust.


Related Documents.
The words “Related Documents” mean all promissory notes, credit agreements,
loan agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Indebtedness.


Rents. The word “Rents”
means all present and future rents, revenues, income, issues, royalties,
profits, and other benefits derived from the Property.



 15
 









Trustee. The word “Trustee”
means WESTERN TITLE COMPANY INC, whose address is 401 SOUTH BRIDGE STREET,
WINNEMUCCA, NV 89445 and any substitute or successor trustees.


GRANTOR ACKNOWLEDGES HAVING READ ALL
THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS.


GRANTOR:


 


	
  AWI GAMING, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Timothy F. Lockinger

  	
   

  
	
   

  	
   

  	
  TIMOTHY F LOCKINGER, Director of AWI GAMING,
  INC.

  	
   

  



 


CORPORATE ACKNOWLEDGMENT


	
  STATE OF 

  	
  NEVADA

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ) SS

  	
   

  	
   

  
	
  COUNTY OF 

  	
  CLARK

  	
   

  	
  )

  	
   

  	
   

  



 


 


This instrument was acknowledged before me on FEBRUARY 20, 2006 by TIMOTHY F LOCKINGER, Director of AWI GAMING, INC.,
as designated agent of AWI GAMING, INC..




	
  [SEAL]

  	
   

  	
  /s/ C. T. Lewis

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  of notarial officer)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Seal,
  if any)

  	
   

  	
  Notary
  Public in and for State of

  	
   

  	
  Nevada

  	
   

  






 



 16
 









REQUEST FOR FULL
RECONVEYANCE

(To
be used only when obligations have been paid in full)


	
  To:

  	
   

  	
  , Trustee

  	
   

  



 


The undersigned is the legal owner and holder of all
Indebtedness secured by this Deed of Trust. All sums secured by this Deed of
Trust have been fully paid and satisfied. You are hereby directed, upon payment
to you of any sums owing to you under the terms of this Deed of Trust or
pursuant to any applicable statute, to cancel the Note secured by this Deed of
Trust (which is delivered to you together with this Deed of Trust), and to
reconvey, without warranty, to the parties designated by the terms of this Deed
of Trust, the estate now held by you under this Deed of Trust. Please mail the
reconveyance and Related Documents to:


	
  

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
  Beneficiary: 

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Its: 

  	
   

  
							



 



 17














Exhibit “A”


All that real property situate in the County of
Pershing, State of Nevada, described as follows:


PARCEL 1


All that certain piece or parcel of land situate in
Pershing County, Nevada, and lying and being in the Northeast 1¤4
of the Northwest 1¤4
of Section 26, Township 27 North, Range 31 East, M.D.B.&M., and more
particularly described as follows:


BEGINNING at a point on the Easterly right-of-way line
of U.S. Highway 40 which point is sixty (60) feet of and at right angles to
Highway Engineer’s Station “X” 7+54.16 B.C.; said point of beginning further
described as bearing South 60° 37’ 20” East a distance of 1,543.93 feet from
the Northwest corner of the above described Section 26; thence along said
right-of-way line South 10° 25’ 30” West a distance of 282.73 feet; thence
leaving said right-of-way line North 59° 13’ 00” East a distance of 298.53
feet; thence North 30° 47°
00” West a distance of 114.39 feet; thence North 79° 34’ 30” West a distance of
149.22 feet more or less to the point of beginning.


PARCEL 2


All that certain piece or parcel of land situate in
Pershing County, Nevada, and lying and being in the Northeast 1¤4
of the Northwest 1¤4  of Section 26, Township 27 North, Range
31 East, M.D.B.&M., and more particularly described as follows:


BEGINNING at a point on the Easterly right-of-way line
of U.S. Highway 40 which point is sixty (60) feet right of and at right angles
to Highway Engineer’s Station “X” 7+54.16 B.C.; said point of beginning further
described as bearing South 60° 27’ 20” East a distance of 1,543.93 feet from
the Northwest corner of the above described Section 26; thence from a tangent
which bears North 10° 25’ 30” East; curving to the right along said
right-of-way line with a radius of 1,740.00 feet through an angle of 11° 27’ 46”
an arc distance of 348.11 feet to a point; thence leaving said right-of-way
line South 63° 19’ 43” East a distance of 81.16 feet; thence South 63° 24’ 00”
East a distance of 320.30 feet to a point on the Westerly side of the 200 foot
right-of-way of the Central Pacific Railway; thence South 29° 08’ 00” West a
distance of 223 feet along said right-of-way to a point; thence leaving said
right-of-way line South 59°
13’ 00” West a distance of 165.00 feet to a point; thence North 30° 47’ 00”
West a distance of 114.39 feet; thence North 79° 34’ 30” West a distance of
149.22 feet more or less to the point of beginning


PARCEL 3


All that certain piece or parcel of land situate in
Pershing County, Nevada, and lying and being in the Northeast 1¤4  of the Northwest 1¤4 of Section
26, Township 27 North, Range 31 East, M.D.B.&M., and more particularly
described as follows:











 


BEGINNING at a point on the Northerly boundary of
Fourteenth Street, in the Dotta Addition to the City of Lovelock, County of
Pershing, State of Nevada, where the Northwest corner of Block 57 in said
addition bears South 59° 13’ West 127 feet; thence North 59° 15’ East 358.1
feet to a point on the Westerly 200 foot right-of-way of the Central Pacific
Railway; thence South 29° 08’ West a distance of 209.6 feet along said Westerly
right-of-way to a point where is the intersection of said Westerly right-of-way
with the North Boundary of said Fourteenth Street; thence West 205.7 feet to
the point of beginning.


NOTE (NRS 111.312): The
above metes and bounds descriptions appeared previously in that certain Deed of
Trust, recorded in the office of the County Recorder of Pershing County, Nevada
on October 17, 1984, as Document No. 139797, of Official Records.
















AGREEMENT TO PROVIDE INSURANCE


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No

  	
   

  	
  Call / Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  
	
  $1,500,000.00

  	
   

  	
  02-21-2006

  	
   

  	
  03-01-2008

  	
   

  	
  7015103

  	
   

  	
  1E / 45

  	
   

  	
   

  	
   

  	
  BFM

  	
   

  	
   

  



 


References in the shaded
area are for Lender’s use only and do not limit the applicability of this
document to any particular loan or item. Any item above containing “***” has
been omitted due to text length limitations.


 


	
  Grantor:

  	
  AWl GAMING, INC.

  675 GRIER DRIVE

  LAS VEGAS, NV 89119-3738

  	
  Lender:

  	
  GREAT BASIN BANK OF
  NEVADA

  ELKO OFFICE

  487 RAILROAD STREET

  P.O. BOX 2808

  ELKO, NV 89801

  (775) 753-3800

  



INSURANCE
REQUIREMENTS. Grantor, AWI GAMING, INC. (“Grantor”),
understands that insurance coverage is required in connection with the
extending of a loan or the providing of other financial accommodations to
Grantor by Lender. These requirements are set forth in the security documents
for the loan. The following minimum insurance coverages must be provided on the
following described collateral (the “Collateral”):


	
  Collateral:

  	
  1420
  CORNELL AVENUE, LOVELOCK, NV 89419.

  
	
   

  	
  Type:  Fire and extended
  coverage. 

  
	
   

  	
  Amount:
  Full Insurable Value.

  
	
   

  	
  Basis:  Replacement value.

  
	
   

  	
  Endorsements: Standard
  mortgagee’s clause with stipulation that coverage will not be cancelled or
  diminished without a minimum of 10 days prior written notice to Lender, and
  without disclaimer of the insurer’s liability for failure to give such
  notice.

  
	
   

  	
  Comments: GREAT
  BASIN BANK OF NEVADA TO BE SHOWN AS MORTGAGEE/LOSS PAYEE.

  
	
   

  	
  Deductibles:
  $10,000 /s/ [ILLEGIBLE] TL

  
	
   

  	
  Latest
  Delivery Date:  By
  the loan closing date.

  
	
   

  	
   

  
	
  Collateral:

  	
  All
  Furniture, Fixtures, Equipment, and Gaming Equipment.

  
	
   

  	
  Type:  All risks, including
  fire, theft and liability. 

  
	
   

  	
  Amount:  Full Insurable Value.

  
	
   

  	
  Basis:  Replacement value.

  
	
   

  	
  Endorsements: Lender loss
  payable clause with stipulation that coverage will not be cancelled or
  diminished without a minimum of 10 days prior written notice to Lender.

  
	
   

  	
  Comments:
  GREAT BASIN BANK OF NEVADA TO BE SHOWN AS LIEN HOLDER/LOSS
  PAYEE.

  
	
   

  	
  Deductibles:
  $10,000 /s/ [ILLEGIBLE] TL

  
	
   

  	
  Latest
  Delivery Date:  By
  the loan closing date.

  



INSURANCE
COMPANY. Grantor may obtain insurance from any insurance
company Grantor may choose that is reasonably acceptable to Lender. Grantor
understands that credit may not be denied solely because insurance was not
purchased through Lender.


FLOOD
INSURANCE.  Flood
Insurance for the Collateral securing this loan is described as follows:


Real
Estate at 1420 CORNELL AVENUE, LOVELOCK, NV 
89419.


The Collateral securing this loan is not currently located
in an area identified as having special flood hazards. Therefore, no special
flood hazard insurance is necessary at this time. Should the Collateral at any
time be deemed to be located in an area designated by the Director of the
Federal Emergency Management Agency as a special flood hazard area, Grantor
agrees to obtain and maintain Federal Flood Insurance, if available, within 45
days after notice is given by Lender that the Collateral is located in a
special flood hazard area, for the full unpaid principal balance of the loan
and any prior liens on the property securing the loan, up to the maximum policy
limits set under the National Flood Insurance Program, or as otherwise required
by Lender, and to maintain such insurance for the term of the loan. Flood
insurance may be purchased under the National Flood Insurance Program or from
private insurers.


INSURANCE
MAILING ADDRESS. All documents and other materials relating
to insurance for this loan should be mailed, delivered or directed to the
following address:


GREAT BASIN BANK INSURANCE CENTER 

KESLER ASSOCIATES 

P O BOX 4260

NAPA, CA 94558


FAILURE
TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on
the latest delivery date stated above, proof of the required insurance as
provided above, with an effective date of February 21, 2006, or earlier.
Grantor acknowledges and agrees that if Grantor fails to provide any required
insurance or fails to continue such insurance in force, Lender may do so at
Grantor’s expense as provided in the applicable security document. The cost of
any such insurance, at the option of Lender, shall be added to the indebtedness
as provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO
PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION
AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER
OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES,
OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL
MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC
LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS
OF ANY FINANCIAL RESPONSIBILITY LAWS.


AUTHORIZATION. For purposes of insurance coverage on the
Collateral, Grantor authorizes Lender to provide to any person (including any
insurance agent or company) all information Lender deems appropriate, whether
regarding the Collateral, the loan or other financial accommodations, or both.


GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF
THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS
DATED FEBRUARY 21, 2006.


GRANTOR:


 


	
  AWI GAMING, INC.

  	
   

  	
   

  
	
  By: 

  	
  

  /s/ Timothy F. Lockinger

  	
   

  	
   

  	
   

  
	
   

  	
  TIMOTHY
  F LOCKINGER, Director of AWI GAMING, INC.

  	
   

  	
   

  
					



 













FOR LENDER USE ONLY

INSURANCE VERIFICATION


	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
  PHONE

  	
   

  
	
   

  	
   

  	
   

  
	
  AGENT’S NAME: TO
  BE OBTAINED

  	
   

  	
   

  
	
  AGENCY:  

  	
  Marsh USA

  	
   

  	
   

  
	
  ADDRESS: 

  	
   

  
	
  INSURANCE COMPANY: 

  	
  Lexington Ins. Co.

  	
   

  
	
  POLICY NUMBER:

  	
   

  	
   

  
	
  EFFECTIVE DATES:

  	
   

  
	
   

  
	
  COMMENTS:

  	
   

  
	
   

  
											



FOR
LENDER USE ONLY

INSURANCE VERIFICATION


	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
  PHONE

  	
   

  
	
   

  	
   

  	
   

  
	
  AGENT’S NAME: TO
  BE OBTAINED

  	
   

  	
   

  
	
  AGENCY:

  	
   

  	
   

  	
   

  
	
  ADDRESS: 

  	
   

  
	
  INSURANCE COMPANY:

  	
   

  
	
  POLICY NUMBER:

  	
   

  	
   

  
	
  EFFECTIVE DATES:

  	
   

  
	
   

  
	
  COMMENTS:

  	
   

  
	
   

  
												



 


 



 2

















NOTICE OF INSURANCE
REQUIREMENTS


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No

  	
   

  	
  Call / Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  
	
   

  	
   

  	
  02-21-2006

  	
   

  	
   

  	
   

  	
  7015103

  	
   

  	
  1E / 45

  	
   

  	
   

  	
   

  	
  BFM

  	
   

  	
   

  



 


References in the shaded
area are for Lender’s use only and do not limit the applicability of this
document to any particular loan or item. Any item above containing “***” has
been omitted due to text length limitations.


 


	
  Grantor:

  	
   

  	
  AWl GAMING, INC.

  675 GRIER DRIVE

  LAS VEGAS, NV 89119-3738

  	
   

  	
  Lender:

  	
   

  	
  GREAT BASIN BANK OF NEVADA

  ELKO OFFICE

  487 RAILROAD STREET

  P.O. BOX 2808

  ELKO, NV 89801

  (775) 753-3800

  



 


	
  TO: ATTN: TO BE OBTAINED Marsh USA

  	
   

  	
  DATE: February 21, 2006

  
	
   

  	
   

  	
   

  



 


RE:                              Policy
Number(s):

Insurance Companies/Company:


Dear Insurance Agent:


Grantor, AWI GAMING, INC.
(“Grantor”) is obtaining a loan from GREAT BASIN BANK OF NEVADA. Please send
appropriate evidence of insurance to GREAT BASIN BANK OF NEVADA, together with
the requested endorsements, on the following property, which Grantor is giving
as security for the loan.


	
  Collateral:

  	
   

  	
  1420 CORNELL AVENUE, LOVELOCK, NV 89419.

  
	
   

  	
   

  	
  Type:  Fire and extended coverage.

  
	
   

  	
   

  	
  Amount:  Full Insurable Value.

  
	
   

  	
   

  	
  Basis:  Replacement value.

  
	
   

  	
   

  	
  Endorsements:  Standard mortgagee’s clause with stipulation that
  coverage will not be cancelled or diminished without a minimum of 10 days
  prior written notice to Lender, and without disclaimer of the insurer’s
  liability for failure to give such notice.

  
	
   

  	
   

  	
  Comments: GREAT
  BASIN BANK OF NEVADA TO BE SHOWN AS MORTGAGEE/LOSS PAYEE.

  
	
   

  	
   

  	
  Deductibles: $10,000 /s/ [Illegible] TL

  
	
   

  	
   

  	
  Latest Delivery Date: By the
  loan closing date.

  
	
  Collateral:

  	
   

  	
  All Furniture, Fixtures, Equipment, and Gaming
  Equipment.

  
	
   

  	
   

  	
  Type:  All risks, including fire, theft and liability.

  
	
   

  	
   

  	
  Amount:  Full Insurable Value.

  
	
   

  	
   

  	
  Basis: Replacement value.

  
	
   

  	
   

  	
  Endorsements: Lender loss
  payable clause with stipulation that coverage will not be cancelled or
  diminished without a minimum of 10 days prior written notice to Lender.

  
	
   

  	
   

  	
  Comments:  GREAT BASIN BANK OF NEVADA TO BE SHOWN AS LIEN HOLDER/LOSS
  PAYEE.

  
	
   

  	
   

  	
  Deductibles: $10.000
  /s/ TL

  
	
   

  	
   

  	
  Latest Delivery Date: By the
  loan closing date.

  



GRANTOR:


AWI
GAMING, INC.


By :  /s/ Timothy F. Lockinger                                                        


TIMOTHY F LOCKlNGER, Director of AWI GAMING,

INC.


RETURN
TO:


            GREAT BASIN BANK INSURANCE CENTER
             KESLER ASSOCIATES
             P O BOX 4260
             NAPA, CA 94558


Illegible


 


















DISBURSEMENT REQUEST AND
AUTHORIZATION


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No

  	
   

  	
  Call / Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  
	
  $1,500,000.00

  	
   

  	
  02-21-2006

  	
   

  	
  03-01-2008

  	
   

  	
  7015103

  	
   

  	
  1E / 45

  	
   

  	
   

  	
   

  	
  BFM

  	
   

  	
   

  



 


References in the shaded
area are for Lender’s use only and do not limit the applicability of this
document to any particular loan or item. Any item above containing “***” has
been omitted due to text length limitations.


 


	
  Borrower:

  	
   

  	
  AWI GAMING, INC.

  675 GRIER DRIVE

  LAS VEGAS, NV 89119-3738

  	
   

  	
  Lender:

  	
   

  	
  GREAT BASIN BANK OF NEVADA

  ELKO OFFICE

  487 RAILROAD STREET

  P.O. BOX 2808

  ELKO, NV 89801

  (775) 753-3800

  



LOAN
TYPE. This is a Variable Rate Nondisclosable Draw Down Line
of Credit Loan to a Corporation for $1,500,000.00 due on March 1, 2008. The
reference rate (Prime Rate as published in the Wall Street Journal. When a
range of rates is published, the higher of the rates will be used, currently
7.500%) is added to the margin of 2.000%, resulting in an initial rate of
9.500.


PRIMARY
PURPOSE OF LOAN. The primary purpose of this loan is for
(please initial):


o
______ Personal, Family, or Household
Purposes or Personal Investment.


x
______ Business (Including Real Estate
Investment).


SPECIFIC
PURPOSE. The specific purpose of this loan is: PURCHASE
STURGEONS INN & CASINO, LOVELOCK, NV.


FLOOD
INSURANCE. As reflected on Flood Map No. NOT ON MAP dated
____________, for the community of Lovelock City, some of the property that
will secure the loan is not located in an area that has been identified by the
Director of the Federal Emergency Management Agency as an area having special
flood hazards. Therefore, although flood insurance may be available for the
property, no special flood hazard insurance protecting property not located in
an area having special flood hazards is required by law for this loan at this
time.


DISBURSEMENT
INSTRUCTIONS. Borrower understands that no loan proceeds will
be disbursed until all of Lender’s conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $1,500,000.00 as follows:




	
  Undisbursed Funds:

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  
	
  Note Principal:

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  






CHARGES
PAID IN CASH. Borrower has paid or will pay in cash as agreed
the following charges:




	
  Prepaid Finance Charges Paid in Cash:

  	
   

  	
  $32,064.00

  	
   

  
	
  $30,000.00 LOAN FEE

  $16.00 FLOOD CERTIFICATION FEE

  $1,125.00 ESCROW FEE

  $923.00 DOCUMENTATION FEE

  	
   

  	
   

  	
   

  






 




	
  Other Charges Paid in Cash:

  	
   

  	
  $

  	
  378.50

  	
   

  
	
  $50.00 ALTA EXTENDED
  LENDERS POLICY

  $20.00 STATE UCC FILING

  $40.00 COUNTY UCC FILING

  $18.50 UCC Search

  $250.00 RECORDING FEE

  	
   

  	
   

  	
   

  
	
  Total Charges Paid in Cash:

  	
   

  	
  $

  	
  32,442.50

  	
   

  






FINANCIAL
CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO
LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS
DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED FEBRUARY 21, 2006.


BORROWER:


 


	
  AWI GAMING, INC.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Timothy F. Lockinger

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TIMOTHY F LOCKINGER, Director of AWI GAMING,
  INC.