Exhibit
10.12





CORPORATE
RESOLUTION TO BORROW / GRANT COLLATERAL


	
  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.


 


	
  Corporation:

  	
  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

  



 


I,
THE UNDERSIGNED, DO HEREBY CERTIFY THAT:


THE
CORPORATION’S EXISTENCE. The complete and correct name of the
Corporation is AWI GAMING, INC. (“Corporation”). The Corporation is a
corporation for profit which is, and at all times shall be, duly organized,
validly existing, and in good standing under and by virtue of the laws of the
State of Nevada. The Corporation is duly authorized to transact business in all
other states in which the Corporation is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
the Corporation is doing business. Specifically, the Corporation is, and at all
times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business
or financial condition. The Corporation has the full power and authority to own
its properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains its principal office at
675 GRIER DRIVE, LAS VEGAS, NV 89119-3738. Unless the Corporation has
designated otherwise in writing, this is the principal office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of The Corporation’s state of organization
or any change in The Corporation’s name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence,
rights and privileges, and shall comply with all regulations, rules,
ordinances, statutes, orders and decrees of any governmental or
quasi-governmental authority or court applicable to the Corporation and The
Corporation’s business activities.


RESOLUTIONS
ADOPTED. At a meeting of the Directors of the Corporation, or
if the Corporation is a close corporation having no Board of Directors then at
a meeting of the Corporation’s shareholders, duly called and held on February 21, 2006, at which a quorum was
present and voting, or by other duly authorized action in lieu of a meeting,
the resolutions set forth in this Resolution were adopted.


OFFICER.
The following named person is an officer of AWI GAMING, INC.:


	
  NAMES

  	
   

  	
  TITLES

  	
   

  	
  AUTHORIZED

  	
   

  	
  ACTUAL SIGNATURES

  	
   

  
	
  TIMOTHY F LOCKINGER

  	
   

  	
  Director

  	
   

  	
  Y

  	
  X 

  	
  /s/ Timothy F Lockinger

  	
   

  



 


ACTIONS
AUTHORIZED. The authorized person listed above may enter into
any agreements of any nature with Lender, and those agreements will bind the
Corporation. Specifically, but without limitation, the authorized person is
authorized, empowered, and directed to do the following for and on behalf of
the Corporation:


Borrow Money. To
borrow, as a cosigner or otherwise, from time to time from Lender, on such
terms as may be agreed upon between the Corporation and Lender, such sum or
sums of money as in his or her judgment should be borrowed, without limitation.


Execute Notes. To
execute and deliver to Lender the promissory note or notes, or other evidence
of the Corporation’s credit accommodations, on Lender’s forms, at such rates of
interest and on such terms as may be agreed upon, evidencing the sums of money
so borrowed or any of the Corporation’s indebtedness to Lender, and also to
execute and deliver to Lender one or more renewals, extensions, modifications,
refinancings, consolidations, or substitutions for one or more of the notes,
any portion of the notes, or any other evidence of credit accommodations.


Grant Security. To
mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and
deliver to Lender any property now or hereafter belonging to the Corporation or
in which the Corporation now or hereafter may have an interest, including
without limitation all of the Corporation’s real property and all of the
Corporation’s personal property (tangible or intangible), as security for the
payment of any loans or credit accommodations so obtained, any promissory notes
so executed (including any amendments to or modifications, renewals, and
extensions of such promissory notes), or any other or further indebtedness of
the Corporation to Lender at any time owing, however the same may be evidenced.
Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or
encumbered at the time such loans are obtained or such indebtedness is
incurred, or at any other time or times, and may be either in addition to or in
lieu of any property theretofore mortgaged, pledged, transferred, endorsed,
hypothecated or encumbered.


Execute Security Documents. To
execute and deliver to Lender the forms of mortgage, deed of trust, pledge
agreement, hypothecation agreement, and other security agreements and financing
statements which Lender may require and which shall evidence the terms and
conditions under and pursuant to which such liens and encumbrances, or any of
them, are given; and also to execute and deliver to Lender any other written
instruments, any chattel paper, or any other collateral, of any kind or nature,
which Lender may deem necessary or proper in connection with or pertaining to
the giving of the liens and encumbrances.


Negotiate Items. To
draw, endorse, and discount with Lender all drafts, trade acceptances,
promissory notes, or other evidences of indebtedness payable to or belonging to
the Corporation or in which the Corporation may have an interest, and either to
receive cash for the same or to cause such proceeds to be credited to the Corporation’s
account with Lender, or to cause such other disposition of the proceeds derived
therefrom as he or she may deem advisable.


Further Acts. In
the case of lines of credit, to designate additional or alternate individuals
as being authorized to request advances under such lines, and in all cases, to
do and perform such other acts and things, to pay any and all fees and costs,
and to execute and deliver such other documents and agreements as the officer
may in his or her discretion deem reasonably necessary or proper in order to
carry into effect the provisions of this Resolution.


ASSUMED
BUSINESS NAMES. The Corporation has filed or recorded all
documents or filings required by law relating to all assumed business names
used by the Corporation. Excluding the name of the Corporation, the following
is a complete list of all assumed business names under which the Corporation
does business:  None.


NOTICES
TO LENDER. The Corporation will promptly notify Lender in
writing at Lender’s address shown above (or such other addresses as Lender may
designate from time to time) prior to any (A) change in the Corporation’s name;
(B) change in the Corporation’s assumed business name(s); (C) change in the
management of the Corporation; (D) change in the authorized signer(s); (E)
change in the Corporation’s principal office address; (F) change in the
Corporation’s state of organization; (G) conversion of the Corporation to a new
or different type of business entity; or (H) change in any other aspect of the
Corporation that directly or indirectly relates to any agreements between the
Corporation and Lender. No change in the Corporation’s name or state of
organization will take effect until after Lender has received notice.


CERTIFICATION
CONCERNING OFFICERS AND RESOLUTIONS. The officer named above
is duly elected, appointed, or employed by or for the Corporation, as the case
may be, and occupies the position set opposite his or her respective name. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner
whatsoever.


NO
CORPORATE SEAL. The Corporation has no corporate seal, and
therefore, no seal is affixed to this Resolution.


CONTINUING
VALIDITY. Any and all acts authorized pursuant to this
Resolution and performed prior to the passage of this Resolution are hereby
ratified and approved. This Resolution shall be continuing, shall remain in
full force and effect and Lender may rely on it until written notice of its
revocation shall have been delivered to and received by Lender at Lender’s
address shown above (or such addresses as Lender may designate from time to
time). Any such notice shall not affect any of the Corporation’s agreements or
commitments in effect at the time notice is given.


IN
TESTIMONY WHEREOF, I have hereunto set my hand.


I
have read all the provisions of this Resolution, and I personally and on behalf
of the Corporation certify that all statements and representations made in this
Resolution are true and correct. This Corporate Resolution to Borrow / Grant
Collateral is dated February 21, 2006.













 


	
  

  	
  CERTIFIED TO AND ATTESTED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  X

  	
   

  	
  /s/ Timothy F. Lockinger

  
	
   

  	
   

  	
   

  	
  TIMOTHY F
  LOCKINGER, Director of AWI GAMING, INC

  



 


 


NOTE: If the officer
signing this Resolution is designated by the foregoing document as one of the
officers authorized to act on the Corporation’s behalf, it is advisable to have
this Resolution signed by at least one non-authorized officer of the
Corporation.



 2


















CORPORATE
RESOLUTION TO GRANT COLLATERAL / GUARANTEE


	
  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:

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
  Corporation:

  	
  AMERICAN WAGERING, INC. 

  675 GRIER DRIVE 

  LAS VEGAS, NV 89119-3738

  	
   

  	
   

  



 


I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:


THE
CORPORATION’S EXISTENCE. The complete and correct name of the
Corporation is AMERICAN WAGERING, INC. (“Corporation”). The Corporation is a
corporation for profit which is, and at all times shall be, duly organized,
validly existing, and in good standing under and by virtue of the laws of the
State of Nevada. The Corporation is duly authorized to transact business in all
other states in which the Corporation is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
the Corporation is doing business. Specifically, the Corporation is, and at all
times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business
or financial condition. The Corporation has the full power and authority to own
its properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains its principal office at
675 GRIER DRIVE, LAS VEGAS, NV 89119-3738. Unless the Corporation has
designated otherwise in writing, this is the principal office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of The Corporation’s state of organization
or any change in The Corporation’s name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence,
rights and privileges, and shall comply with all regulations, rules,
ordinances, statutes, orders and decrees of any governmental or
quasi-governmental authority or court applicable to the Corporation and The
Corporation’s business activities.


RESOLUTIONS
ADOPTED. At a meeting of the Directors of the Corporation, or
if the Corporation is a close corporation having no Board of Directors then at
a  meeting of the Corporation’s
shareholders, duly called and held on
February 21, 2006, at which a quorum was present and voting, or by
other duly authorized action in lieu of a meeting, the resolutions set forth in
this Resolution were adopted.


OFFICER. The following named person is an officer of AMERICAN WAGERING, INC.:


	
  NAMES

  	
   

  	
  TITLES

  	
   

  	
  AUTHORIZED

  	
   

  	
  ACTUAL SIGNATURES

  	
   

  
	
  VICTOR J SALERNO

  	
   

  	
  President

  	
   

  	
  Y

  	
  X 

  	
  /s/ Victor J. Salerno

  	
   

  



ACTIONS
AUTHORIZED. The authorized person listed above may enter into
any agreements of any nature with Lender, and those agreements will bind the
Corporation. Specifically, but without limitation, the authorized person is
authorized, empowered, and directed to do the following for and on behalf of
the Corporation:


Guaranty. To
guarantee or act as surety for loans or other financial accommodations to
Borrower from Lender on such guarantee or surety terms as may be agreed upon
between the officer of the Corporation and Lender and in such sum or sums of
money as in his or her judgment should be guaranteed or assured, (the “Guaranty”).


Grant Security. To
mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and
deliver to Lender any property now or hereafter belonging to the Corporation or
in which the Corporation now or hereafter may have an interest, including
without limitation all of the Corporation’s real property and all of the
Corporation’s personal property (tangible or intangible), as security for the
Guaranty, and as a security for the payment of any loans, any promissory notes,
or any other or further indebtedness of AWI GAMING, INC. to Lender at any time
owing, however the same may be evidenced. Such property may be mortgaged,
pledged, transferred, endorsed, hypothecated or encumbered at the time such
loans are obtained or such indebtedness is incurred, or at any other time or
times, and may be either in addition to or in lieu of any property theretofore
mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. The
provisions of this Resolution authorizing or relating to the pledge, mortgage,
transfer, endorsement, hypothecation, granting of a security interest in, or in
any way encumbering, the assets of the Corporation shall include, without
limitation, doing so in order to lend collateral security for the indebtedness,
now or hereafter existing, and of any nature whatsoever, of AWI GAMING, INC. to
Lender. The Corporation has considered the value to itself of lending
collateral in support of such indebtedness, and the Corporation represents to
Lender that the Corporation is benefited by doing so.


Execute Security Documents. To
execute and deliver to Lender the forms of mortgage, deed of trust, pledge
agreement, hypothecation agreement, and other security agreements and financing
statements which Lender may require and which shall evidence the terms and
conditions under and pursuant to which such liens and encumbrances, or any of
them, are given; and also to execute and deliver to Lender any other written
instruments, any chattel paper, or any other collateral, of any kind or nature,
which Lender may deem necessary or proper in connection with or pertaining to
the giving of the liens and encumbrances.


Further Acts. To do
and perform such other acts and things and to execute and deliver such other
documents and agreements as the officer may in his or her discretion deem
reasonably necessary or proper in order to carry into effect the provisions of
this Resolution.


ASSUMED
BUSINESS NAMES. The Corporation has filed or recorded all
documents or filings required by law relating to all assumed business names
used by the Corporation. Excluding the name of the Corporation, the following
is a complete list of all assumed business names under which the Corporation
does business:  None.


NOTICES
TO LENDER. The Corporation will promptly notify Lender in
writing at Lender’s address shown above (or such other addresses as Lender may
designate from time to time) prior to any (A) change in the Corporation’s name;
(B) change in the Corporation’s assumed business name(s); (C) change in the
management of the Corporation; (D) change in the authorized signer(s); (E)
change in the Corporation’s principal office address; (F) change in the
Corporation’s state of organization; (G) conversion of the Corporation to a new
or different type of business entity; or (H) change in any other aspect of the
Corporation that directly or indirectly relates to any agreements between the
Corporation and Lender. No change in the Corporation’s name or state of
organization will take effect until after Lender has received notice.


CERTIFICATION
CONCERNING OFFICERS AND RESOLUTIONS. The officer named above
is duly elected, appointed, or employed by or for the Corporation, as the case
may be, and occupies the position set opposite his or her respective name. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner
whatsoever.


NO
CORPORATE SEAL. The Corporation has no corporate seal, and
therefore, no seal is affixed to this Resolution.


CONTINUING
VALIDITY. Any and all acts authorized pursuant to this
Resolution and performed prior to the passage of this Resolution are hereby
ratified and approved. This Resolution shall be continuing, shall remain in
full force and effect and Lender may rely on it until written notice of its
revocation shall have been delivered to and received by Lender at Lender’s address
shown above (or such addresses as Lender may designate from time to time). Any
such notice shall not affect any of the Corporation’s agreements or commitments
in effect at the time notice is given.


IN
TESTIMONY WHEREOF, I have hereunto set my hand.


I
have read all the provisions of this Resolution, and I personally and on behalf
of the Corporation certify that all statements and representations made in this
Resolution are true and correct. This Corporate Resolution to Grant Collateral
/ Guarantee is dated February 21, 2006.













 


	
  

  	
  CERTIFIED TO AND ATTESTED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  X

  	
   

  	
  /s/ Victor J. Salerno

  
	
   

  	
   

  	
   

  	
  VICTOR J
  SALERNO, President of AMERICAN WAGERING, INC.

  



 


 


NOTE: If the officer
signing this Resolution is designated by the foregoing document as one of the
officers authorized to act on the Corporation’s behalf, it is advisable to have
this Resolution signed by at least one non-authorized officer of the
Corporation.



 2


















LIMITED
LIABILITY COMPANY RESOLUTION TO GRANT COLLATERAL / GUARANTEE


	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
  STURGEONS, LLC 

  675 GRIER DRIVE 

  LAS VEGAS, NV 89119

  	
   

  	
   

  



 


I, THE
UNDERSIGNED, DO HEREBY CERTIFY THAT:


THE COMPANY’S EXISTENCE. The complete and correct name of the Company
is STURGEONS, LLC (“Company”). The Company is a limited liability company which
is, and at all times shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of Nevada. The Company is
duly authorized to transact business in all other states in which the Company
is doing business, having obtained all necessary filings, governmental licenses
and approvals for each state in which the Company is doing business.
Specifically, the Company is, and at all times shall be, duly qualified as a
foreign limited liability company in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition. The Company has the full power and authority to own its properties
and to transact the business in which it is presently engaged or presently
proposes to engage. The Company maintains an office at 1420 CORNELL AVENUE,
LOVELOCK, NV 89419. Unless the Company has designated otherwise in writing, the
principal office is the office at which the Company keeps its books and
records. The Company will notify Lender prior to any change in the location of
The Company’s state of organization or any change in The Company’s name. The
Company shall do all things necessary to preserve and to keep in full force and
effect its existence, rights and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any
governmental or quasi-governmental authority or court applicable to the Company
and The Company’s business activities.


RESOLUTIONS ADOPTED. At a meeting of the members of the Company,
duly called and held on February 21, 2006,
at which a quorum was present and voting, or by other duly authorized action in
lieu of a meeting, the resolutions set forth in this Resolution were adopted.


MANAGER. The following named entity is a manager of STURGEONS, LLC:


	
  NAMES

  	
   

  	
  TITLES

  	
   

  	
  AUTHORIZED

  	
   

  	
  ACTUAL SIGNATURES

  	
   

  
	
  AWI GAMING, INC.

  	
   

  	
   

  	
   

  	
  Y

  	
   

  	
   

  	
   

  



ACTIONS AUTHORIZED. The authorized entity listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Company. Specifically, but without limitation, the authorized entity is
authorized, empowered, and directed to do the following for and on behalf of
the Company:


Guaranty. To
guarantee or act as surety for loans or other financial accommodations to
Borrower from Lender on such guarantee or surety terms as may be agreed upon
between the manager of the Company and Lender and in such sum or sums of money
as in its judgment should be guaranteed or assured, (the “Guaranty”).


Grant Security. To mortgage, pledge, transfer, endorse,
hypothecate, or otherwise encumber and deliver to Lender any property now or
hereafter belonging to the Company or in which the Company now or hereafter may
have an interest, including without limitation all of the Company’s real
property and all of the Company’s personal property (tangible or intangible),
as security for the Guaranty, and as a security for the payment of any loans,
any promissory notes, or any other or further indebtedness of AWI GAMING, INC.
to Lender at any time owing, however the same may be evidenced. Such property
may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at
the time such loans are obtained or such indebtedness is incurred, or at any
other time or times, and may be either in addition to or in lieu of any
property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or
encumbered. The provisions of this Resolution authorizing or relating to the
pledge, mortgage, transfer, endorsement, hypothecation, granting of a security
interest in, or in any way encumbering, the assets of the Company shall
include, without limitation, doing so in order to lend collateral security for
the indebtedness, now or hereafter existing, and of any nature whatsoever, of
AWI GAMING, INC. to Lender. The Company has considered the value to itself of
lending collateral in support of such indebtedness, and the Company represents
to Lender that the Company is benefited by doing so.


Execute
Security Documents. To
execute and deliver to Lender the forms of mortgage, deed of trust, pledge
agreement, hypothecation agreement, and other security agreements and financing
statements which Lender may require and which shall evidence the terms and
conditions under and pursuant to which such liens and encumbrances, or any of
them, are given; and also to execute and deliver to Lender any other written
instruments, any chattel paper, or any other collateral, of any kind or nature,
which Lender may deem necessary or proper in connection with or pertaining to
the giving of the liens and encumbrances.


Further
Acts. To do and perform such other acts and things and
to execute and deliver such other documents and agreements as the manager may
in its discretion deem reasonably necessary or proper in order to carry into
effect the provisions of this Resolution.


ASSUMED BUSINESS NAMES. The Company has filed or recorded all
documents or filings required by law relating to all assumed business names
used by the Company. Excluding the name of the Company, the following is a
complete list of all assumed business names under which the Company does
business:


	
  Assumed Business Name

  	
   

  	
  Filing Location

  	
   

  	
  Date

  	
   

  
	
  STURGEONS INN AND CASINO

  	
   

  	
   

  	
   

  	
   

  	
   

  



NOTICES TO LENDER. The Company will promptly notify Lender in
writing at Lender’s address shown above (or such other addresses as Lender may
designate from time to time) prior to any (A) change in the Company’s name; (B)
change in the Company’s assumed business name(s); (C) change in the management
or in the Managers of the Company; (D) change in the authorized signer(s); (E)
change in the Company’s principal office address; (F) change in the Company’s
state of organization; (G) conversion of the Company to a new or different type
of business entity; or (H) change in any other aspect of the Company that
directly or indirectly relates to any agreements between the Company and
Lender. No change in the Company’s name or state of organization will take
effect until after Lender has received notice.


CERTIFICATION CONCERNING MANAGERS AND RESOLUTIONS. The manager named above is duly elected,
appointed, or employed by or for the Company, as the case may be, and occupies
the position set opposite its respective name. This Resolution now stands of
record on the books of the Company, is in full force and effect, and has not
been modified or revoked in any manner whatsoever.


CONTINUING VALIDITY. Any and all acts authorized pursuant to this
Resolution and performed prior to the passage of this Resolution are hereby
ratified and approved. This Resolution shall be continuing, shall remain in
full force and effect and Lender may rely on it until written notice of its
revocation shall have been delivered to and received by Lender at Lender’s
address shown above (or such addresses as Lender may designate from time to
time). Any such notice shall not affect any of the Company’s agreements or
commitments in effect at the time notice is given.


IN TESTIMONY WHEREOF, I have hereunto set my hand.


I have read all the provisions of this Resolution, and
I personally and on behalf of the Company certify that all statements and
representations made in this Resolution are true and correct. This Limited
Liability Company Resolution to Grant Collateral / Guarantee is dated February
21, 2006.













 


	
  

  	
  CERTIFIED TO AND ATTESTED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AWI GAMING, INC., Member of
  STURGEONS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Timothy F. Lockinger

  
	
   

  	
   

  	
   

  	
  TIMOTHY F LOCKINGER, Director of
  AWI GAMING, INC.

  



 


 


NOTE:  If the manager signing this Resolution is
designated by the foregoing document as one of the managers authorized to act
on the Company’s behalf, it is advisable to have this Resolution signed by at
least one non-authorized manager of the Company.



 2


















RESOLUTION OF CORPORATE
LLC MEMBER


	
  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.


 


	
  Corporation:

  	
  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

  



 


I, THE
UNDERSIGNED, DO HEREBY CERTIFY THAT:


ORGANIZATION. The Corporation is a corporation for
profit which is, and at all times shall be, duly organized, validly existing,
and in good standing under and by virtue of the laws of the State of Nevada.
The Corporation is duly authorized to transact business in all other states in
which the Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which the Corporation is
doing business. Specifically, the Corporation is, and at all times shall be,
duly qualified as a foreign corporation in all states in which the failure to
so qualify would have a material adverse effect on its business or financial
condition. The Corporation has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains its principal office at
675 GRIER DRIVE, LAS VEGAS, NV 89119-3738. Unless the Corporation has
designated otherwise in writing, this is the principal office at which the
Corporation keeps its books and records including its records concerning the
Collateral. The Corporation will notify Lender prior to any change in the
location of The Corporation’s state of organization or any change in The
Corporation’s name. The Corporation shall do all things necessary to preserve
and to keep in full force and effect its existence, rights and privileges, and
shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable
to the Corporation and The Corporation’s business activities.


RELATIONSHIP
TO GRANTOR AND GUARANTOR. The Corporation is a Member in STURGEONS,
LLC , STURGEONS, LLC has
agreed to guaranty, and has agreed to grant collateral for a loan or loans and
other financial accommodations from Lender, including those which may be
described on any exhibit or schedule attached to this Resolution. The
Corporation has considered the value to itself of STURGEONS,
LLC guarantying such
loans or financial accommodations and granting the collateral.


AUTHORIZATION
TO BE A MEMBER. The
Corporation is authorized to be and become a Member in the Limited Liability
Company named STURGEONS, LLC, whose office is at
1420 CORNELL AVENUE, LOVELOCK , NV 89419.


RESOLUTIONS
ADOPTED. At a
meeting of the Directors of the Corporation, or if the Corporation is a close
corporation having no Board of Directors then at a meeting of the Corporation’s
shareholders, duly called and held on February 21, 2006,
at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.


OFFICER. The following named person is an
officer of AWI GAMING, INC.:


 


	
  NAMES

  	
   

  	
  TITLES

  	
   

  	
  AUTHORIZED

  	
   

  	
  ACTUAL SIGNATURES

  
	
  TIMOTHY F LOCKINGER

  	
   

  	
  Director

  	
   

  	
  Y

  	
  X

  	
  /s/ Timothy F. Lockinger

  



ACTIONS
AUTHORIZED. The
authorized person listed above may enter into any agreements of any nature with
Lender, and those agreements will bind the Corporation. Specifically, but
without limitation, the authorized person is authorized, empowered, and directed
to do the following for and on behalf of the Corporation:


Execute Documents. To execute and deliver to Lender the
form of Limited Liability Company Resolution and other loan documents submitted
by Lender, confirming the nature and existence of STURGEONS, LLC , including
the Corporation’s participation in STURGEONS, LLC as a Member, and evidencing
the terms of the loan from Lender to STURGEONS, LLC .


Authorize Officers.
To authorize other officers or employees of the Corporation, from time to time,
to act in his or her stead or as his or her successors on behalf of the
Corporation as Member in STURGEONS, LLC .


Further Acts. To do and perform such other acts and
things and to execute and deliver such other documents and agreements as the
officer may in his or her discretion deem reasonably necessary or proper in
order to carry into effect the provisions of this Resolution.


NOTICES
TO LENDER. The
Corporation will promptly notify Lender in writing at Lender’s address shown
above (or such other addresses as Lender may designate from time to time) prior
to any (A) change in the Corporation’s name; (B) change in the Corporation’s
assumed business name(s); (C) change in the management of the Corporation; (D)
change in the authorized signer(s); (E) change in the Corporation’s principal
office address; (F) change in the Corporation’s state of organization; (G)
conversion of the Corporation to a new or different type of business entity; or
(H) change in any other aspect of the Corporation that directly or indirectly relates
to any agreements between the Corporation and Lender. No change in the
Corporation’s name or state of organization will take effect until after Lender
has received notice.


PARTICIPATION
AUTHORIZED. The
Corporation’s participation in STURGEONS, LLC as a Member and the execution,
delivery, and performance of the documents described herein have been duly
authorized by all necessary action by the Corporation and do not conflict with,
result in a violation of, or constitute a default under (A) any provision of
its articles of incorporation, bylaws, or any agreement or other instrument
binding upon the Corporation or (B) any law, governmental regulation, court
decree, or order applicable to the Corporation.


CERTIFICATION
CONCERNING OFFICERS AND RESOLUTIONS. The officer named above is duly elected, appointed, or employed
by or for the Corporation, as the case may be, and occupies the position set
opposite his or her respective name. This Resolution now stands of record on
the books of the Corporation, is in full force and effect, and has not been
modified or revoked in any manner whatsoever.


NO
CORPORATE SEAL. The
Corporation has no corporate seal, and therefore, no seal is affixed to this
Resolution.


CONTINUING
VALIDITY. Any
and all acts authorized pursuant to this Resolution and performed prior to the
passage of this Resolution are hereby ratified and approved. This Resolution
shall be continuing, shall remain in full force and effect and Lender may rely
on it until written













 


notice of its revocation
shall have been delivered to and received by Lender at Lender’s address shown
above (or such addresses as Lender may designate from time to time). Any such
notice shall not affect any of the Corporation’s agreements or commitments in
effect at the time notice is given.


IN
TESTIMONY WHEREOF, I have hereunto set my hand.


I
have read all the provisions of this Resolution, and I personally and on behalf
of the Corporation certify that all statements and representations made in this
Resolution are true and correct. This Resolution of Corporate LLC Member is
dated February 21, 2006.


	
  

  	
   

  	
  CERTIFIED TO AND ATTESTED BY:

  
	
   

  	
   

  	
  X

  	
  

  /s/ Timothy F. Lockinger

  
	
   

  	
   

  	
   

  	
  TIMOTHY
  F. LOCKINGER, Director of AWI GAMING, INC.

  



 



 2


















BUSINESS
LOAN AGREEMENT


	
  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

  



 


THIS
BUSINESS LOAN AGREEMENT dated February 21, 2006, is made and executed between
AWI GAMING, INC. (“Borrower”) and GREAT BASIN BANK OF NEVADA (“Lender”) on the
following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans or other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement (“Loan”). Borrower understands and
agrees that: (A) in granting, renewing, or extending any Loan, Lender is
relying upon Borrower’s representations, warranties, and agreements as set
forth in this Agreement; (B) the granting, renewing, or extending of any Loan
by Lender at all times shall be subject to Lender’s sole judgment and
discretion; and (C) all such Loans shall be and remain subject to the terms and
conditions of this Agreement.


TERM.
This Agreement shall be effective as of February 21, 2006, and shall continue
in full force and effect until such time as all of Borrower’s Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys’ fees, and other fees and charges, or until such time as the parties
may agree in writing to terminate this Agreement.


CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the
initial Advance and each subsequent Advance under this Agreement shall be
subject to the fulfillment to Lender’s satisfaction of all of the conditions
set forth in this Agreement and in the Related Documents.


Loan Documents.
Borrower shall provide to Lender the following documents for the Loan: (1) the
Note; (2) Security Agreements granting to Lender security interests in the
Collateral; (3) financing statements and all other documents perfecting Lender’s
Security Interests; (4) evidence of insurance as required below; (5)
guaranties; (6) together with all such Related Documents as Lender may require
for the Loan; all in form and substance satisfactory to Lender and Lender’s
counsel.


Borrower’s Authorization.
Borrower shall have provided in form and substance satisfactory to Lender
properly certified resolutions, duly authorizing the execution and delivery of
this Agreement, the Note and the Related Documents. In addition, Borrower shall
have provided such other resolutions, authorizations, documents and instruments
as Lender or its counsel, may require.


Payment of Fees and Expenses.
Borrower shall have paid to Lender all fees, charges, and other expenses which
are then due and payable as specified in this Agreement or any Related
Document.


Representations and Warranties.
The representations and warranties set forth in this Agreement, in the Related
Documents, and in any document or certificate delivered to Lender under this
Agreement are true and correct.


No Event of Default.
There shall not exist at the time of any Advance a condition which would
constitute an Event of Default under this Agreement or under any Related
Document.


REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender,
as of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:


Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly
organized, validly existing, and in good standing under and by virtue of the
laws of the State of Nevada. Borrower is duly authorized to transact business
in all other states in which Borrower is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
Borrower is doing business. Specifically, Borrower is, and at all times shall
be, duly qualified as a foreign corporation in all states in which the failure
to so qualify would have a material adverse effect on its business or financial
condition. Borrower has the full power and authority to own its properties and
to transact the business in which it is presently engaged or presently proposes
to engage. Borrower maintains its principal office at 675 GRIER DRIVE, LAS
VEGAS, NV 89119-3738. Unless Borrower has designated otherwise in writing, this
is the principal office at which Borrower keeps its books and records including
its records concerning the Collateral. Borrower will notify Lender prior to any
change in the location of Borrower’s state of organization or any change in
Borrower’s name. Borrower shall do all things necessary to preserve and to keep
in full force and effect its existence, rights and privileges, and shall comply
with all regulations, rules, ordinances, statutes, orders and decrees of any
governmental or quasi-governmental authority or court applicable to Borrower
and Borrower’s business activities.


Assumed Business Names.
Borrower has filed or recorded all documents or filings required by law
relating to all assumed business names used by Borrower. Excluding the name of
Borrower, the following is a complete list of all assumed business names under
which Borrower does business:  None.


Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the
Related Documents have been duly authorized by all necessary action by Borrower
and do not conflict with, result in a violation of, or constitute a default
under (1) any provision of (a) Borrower’s articles of incorporation or
organization, or bylaws, or (b) any agreement or other instrument binding upon
Borrower or (2)  any law,
governmental regulation, court decree, or order applicable to Borrower or to
Borrower’s properties.


Financial Information. Each
of Borrower’s financial statements supplied to Lender truly and completely
disclosed Borrower’s financial condition as of the date of the statement, and
there has been no material adverse change in Borrower’s financial condition
subsequent to the date of the most recent financial statement supplied to
Lender. Borrower has no material contingent obligations except as disclosed in
such financial statements.


Legal Effect. This
Agreement constitutes, and any instrument or agreement Borrower is required to
give under this Agreement when delivered will constitute legal, valid, and
binding obligations of Borrower enforceable against Borrower in accordance with
their respective terms.


Properties. Except
as contemplated by this Agreement or as previously disclosed in Borrower’s
financial statements or in writing to Lender and as accepted by Lender, and
except for property tax liens for taxes not presently due and payable, Borrower
owns and has good title to all of Borrower’s properties free and clear of all
Security Interests, and has not executed any security documents or financing
statements relating to such properties. All of Borrower’s properties are titled
in Borrower’s legal name, and Borrower has not used or filed a financing
statement under any other name for at least the last five (5) years.


Hazardous Substances.
Except as disclosed to and acknowledged by Lender in writing, Borrower represents
and warrants that: (1) During the period of Borrower’s ownership of the
Collateral, 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 any of the Collateral. (2) Borrower has no
knowledge of, or reason to believe that there has been (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 Collateral by any prior owners or
occupants of any of the Collateral; or (c) any actual or threatened litigation
or claims of any kind by any person relating to such matters. (3) Neither Borrower
nor any tenant, contractor, agent or other authorized user of any of the
Collateral shall use, generate, manufacture, store, treat, dispose of or
release any Hazardous Substance on, under, about or from any of the Collateral;
and 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. Borrower authorizes Lender and its agents to
enter upon the Collateral to make such inspections and tests as Lender may deem
appropriate to determine compliance of the Collateral with this section of the
Agreement. Any inspections or tests made by Lender shall be at Borrower’s
expense and for Lender’s purposes only and shall not be construed to create any
responsibility or liability on the part of Lender to Borrower or to any other
person. The representations and warranties contained herein are based on
Borrower’s due diligence in investigating the Collateral for hazardous waste
and Hazardous Substances. Borrower hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Borrower
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 Agreement or as a consequence of any use, generation, manufacture,
storage, disposal, release or threatened release of a hazardous waste or
substance on the Collateral. The provisions of this section of the Agreement,
including the obligation to indemnify, shall survive the payment of the
Indebtedness and the termination, expiration or satisfaction of this Agreement
and shall not be affected by Lender’s acquisition of any interest in any of the
Collateral, whether by foreclosure or otherwise.


Litigation
and Claims. No
litigation, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Borrower is pending or threatened,
and no other event has occurred which may materially adversely affect Borrower’s
financial condition or properties, other than litigation, claims, or other
events, if any, that have been disclosed to and acknowledged by Lender in
writing.


Taxes. To the best of Borrower’s knowledge, all of
Borrower’s tax returns and reports that are or were required to be filed, have
been filed, and all taxes, assessments and other governmental charges have been
paid in full, except those presently being or to be contested by Borrower in
good faith in the ordinary course of business and for which adequate reserves
have been provided.


Lien
Priority. Unless
otherwise previously disclosed to Lender in writing, Borrower has not entered
into or granted any Security Agreements, or permitted the filing or attachment
of any Security Interests on or affecting any of the Collateral directly or
indirectly securing repayment of Borrower’s Loan and Note, that would be prior
or that may in any way be superior to Lender’s Security Interests and rights in
and to such Collateral.


Binding
Effect. This
Agreement, the Note, all Security Agreements (if any), and all Related
Documents are binding upon the signers thereof, as well as upon their
successors, representatives and assigns, and are legally enforceable in
accordance with their respective terms.


AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender
that, so long as this Agreement remains in effect, Borrower will:


Notices of
Claims and Litigation. Promptly
inform Lender in writing of (1) all material adverse changes in Borrower’s
financial condition, and (2)  all
existing and all threatened litigation, claims, investigations, administrative
proceedings or similar actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or the financial
condition of any Guarantor.


Financial
Records. Maintain its
books and records in accordance with GAAP, applied on a consistent basis, and
permit Lender to examine and audit Borrower’s books and records at all
reasonable times.


Financial
Statements. Furnish
Lender with the following:


Annual
Statements. As soon as
available, but in no event later than sixty (60) days after the end of each
fiscal year, Borrower’s balance sheet and income statement for the year ended,
prepared by Borrower.


Tax Returns. As soon as available, but in no event later
than thirty (30) days after the applicable filing date for the tax reporting
period ended, Federal and other governmental tax returns, prepared by a tax
professional satisfactory to Lender.


All financial reports
required to be provided under this Agreement shall be prepared in accordance
with GAAP, applied on a consistent basis, and certified by Borrower as being
true and correct.


Additional
Information. Furnish
such additional information and statements, as Lender may request from time to
time.


Insurance. Maintain fire and other risk insurance, public
liability insurance, and such other insurance as Lender may require with
respect to Borrower’s properties and operations, in form, amounts, coverages
and with insurance companies acceptable to Lender. Borrower, 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 Borrower or any other person. In
connection with all policies covering assets in which Lender holds or is
offered a security interest for the Loans, Borrower will provide Lender with
such lender’s loss payable or other endorsements as Lender may require.


Insurance
Reports. Furnish to
Lender, upon request of Lender, reports on each existing insurance policy
showing such information as Lender may reasonably request, including without
limitation the following: (1) the name of the insurer; (2) the risks insured;
(3) the amount of the policy; (4) the properties insured; (5) the then current
property values on the basis of which insurance has been obtained, and the
manner of determining those values; and (6) the expiration date of the policy.
In addition, upon request of Lender (however not more often than annually),
Borrower will have an independent appraiser satisfactory to Lender determine,
as applicable, the actual cash value or replacement cost of any Collateral. The
cost of such appraisal shall be paid by Borrower.


Guaranties. Prior to disbursement of any Loan proceeds,
furnish executed guaranties of the Loans in favor of Lender, executed by the guarantors
named below, on Lender’s forms, and in the amounts and under the conditions set
forth in those guaranties.


	
  Names of Guarantors

  	
   

  	
  Amounts

  	
   

  
	
  AMERICAN WAGERING, INC.

  	
   

  	
  Unlimited

  	
   

  
	
  STURGEONS, LLC

  	
   

  	
  Unlimited

  	
   

  



Other
Agreements. Comply
with all terms and conditions of all other agreements, whether now or hereafter
existing, between Borrower and any other party and notify Lender immediately in
writing of any default in connection with any other such agreements.


Loan
Proceeds. Use all Loan
proceeds solely for Borrower’s business operations, unless specifically
consented to the contrary by Lender in writing.


Taxes,
Charges and Liens. Pay
and discharge when due all of its indebtedness and obligations, including without
limitation all assessments, taxes, governmental charges, levies and liens, of
every kind and nature, imposed upon Borrower or its properties, income, or
profits, prior to the date on which penalties would attach, and all lawful
claims that, if unpaid, might become a lien or charge upon any of Borrower’s
properties, income, or profits.


Performance.
Perform and comply, in
a timely manner, with all terms, conditions, and provisions set forth in this
Agreement, in the Related Documents, and in all other instruments and
agreements between Borrower and Lender. Borrower shall notify Lender
immediately in writing of any default in connection with any agreement.


Operations. Maintain executive and management personnel
with substantially the same qualifications and experience as the present
executive and management personnel; provide written notice to Lender of any
change in executive and management personnel; conduct its business affairs in a
reasonable and prudent manner.


Environmental
Studies. Promptly
conduct and complete, at Borrower’s expense, all such investigations, studies,
samplings and testings as may be requested by Lender or any governmental
authority relative to any substance, or any waste or by-product of any
substance defined as toxic or a hazardous substance under applicable federal,
state, or local law, rule, regulation, order or directive, at or affecting any
property or any facility owned, leased or used by Borrower.


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


Inspection. Permit employees or agents of Lender at any
reasonable time to inspect any and all Collateral for the Loan or Loans and
Borrower’s other properties and to examine or audit Borrower’s books, accounts,
and records and to make copies and memoranda of Borrower’s books, accounts, and
records. If Borrower now or at any time hereafter maintains any records
(including without limitation computer generated records and computer software
programs for the generation of such records) in the possession of a third
party, Borrower, upon request of Lender, shall notify such party to permit
Lender free access to such records at all reasonable times and to provide
Lender with copies of any records it may request, all at Borrower’s expense.


Compliance
Certificates. Unless
waived in writing by Lender, provide Lender at least annually, with a
certificate executed by Borrower’s chief financial officer, or other officer or
person acceptable to Lender, certifying that the representations and warranties
set forth in this Agreement are true and correct as of the date of the
certificate and further certifying that, as of the date of the certificate, no
Event of Default exists under this Agreement.


Environmental
Compliance and Reports. Borrower
shall comply in all respects with any and all Environmental Laws; not cause or
permit to exist, as a result of an intentional or unintentional action or
omission on Borrower’s part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where damage may
result to the environment, unless such environmental activity is pursuant to
and in compliance with the conditions of a permit issued by the appropriate
federal, state or local governmental authorities; shall furnish to Lender
promptly and in any event within thirty (30) days after receipt thereof a copy
of any notice, summons,



 2















lien, citation, directive, letter or other
communication from any governmental agency or instrumentality concerning any
intentional or unintentional action or omission on Borrower’s part in
connection with any environmental activity whether or not there is damage to
the environment and/or other natural resources.


Additional Assurances. Make,
execute and deliver to Lender such promissory notes, mortgages, deeds of trust,
security agreements, assignments, financing statements, instruments, documents
and other agreements as Lender or its attorneys may reasonably request to
evidence and secure the Loans and to perfect all Security Interests.


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that
would materially affect Lender’s interest in the Collateral or if Borrower
fails to comply with any provision of this Agreement or any Related Documents,
including but not limited to Borrower’s failure to discharge or pay when due
any amounts Borrower is required to discharge or pay under this Agreement or any
Related Documents, Lender on Borrower’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 any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. 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 Borrower. 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.


NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that
while this Agreement is in effect, Borrower shall not, without the prior
written consent of Lender:


Indebtedness and Liens. (1)
Except for trade debt incurred in the normal course of business and indebtedness
to Lender contemplated by this Agreement, create, incur or assume indebtedness
for borrowed money, including capital leases, (2) sell, transfer, mortgage,
assign, pledge, lease, grant a security interest in, or encumber any of
Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with
recourse any of Borrower’s accounts, except to Lender.


Continuity of Operations. (1)
Engage in any business activities substantially different than those in which
Borrower is presently engaged, (2) cease operations, liquidate, merge,
transfer, acquire or consolidate with any other entity, change its name,
dissolve or transfer or sell Collateral out of the ordinary course of business,
or (3) pay any dividends on Borrower’s stock (other than dividends payable in
its stock), provided, however that notwithstanding the foregoing, but only so
long as no Event of Default has occurred and is continuing or would result from
the payment of dividends, if Borrower is a “Subchapter S Corporation” (as
defined in the Internal Revenue Code of 1986, as amended), Borrower may pay
cash dividends on its stock to its shareholders from time to time in amounts
necessary to enable the shareholders to pay income taxes and make estimated
income tax payments to satisfy their liabilities under federal and state law
which arise solely from their status as Shareholders of a Subchapter S
Corporation because of their ownership of shares of Borrower’s stock, or
purchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’s
capital structure.


Loans, Acquisitions and Guaranties. (1)
Loan, invest in or advance money or assets to any other person, enterprise or
entity, (2) purchase, create or acquire any interest in any other enterprise or
entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business.


Agreements.
Borrower will not enter into any agreement containing any provisions which
would be violated or breached by the performance of Borrower’s obligations
under this Agreement or in connection herewith.


CESSATION
OF ADVANCES. If Lender has made any commitment to make any
Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds
if: (A) Borrower or any Guarantor is in default under the terms of this
Agreement or any of the Related Documents or any other agreement that Borrower
or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower’s financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor’s guaranty of the Loan or any other loan with Lender.


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender
reserves a right of setoff in all Borrower’s accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower
holds jointly with someone else and all accounts Borrower may open in the
future. However, this does not include any IRA or Keogh accounts, any trust
accounts for which setoff would be prohibited by law, or monies in any accounts
that were received pursuant to the federal Social Security Act, including,
without limitation, retirement and survivors’ benefits, supplemental security
income benefits and disability insurance benefits. Borrower authorizes Lender,
to the extent permitted by applicable law, to charge or setoff all sums owing
on the Indebtedness against any and all such accounts.


DEFAULT.
Each of the following shall constitute an Event of Default
under this Agreement:


Payment Default. Borrower
fails to make any payment when due under the Loan.


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or
condition contained in this Agreement 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 Borrower.


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower
or on Borrower’s behalf under this Agreement 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.


Insolvency. The
dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’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 Borrower.


Defective Collateralization. This
Agreement 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.


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 Borrower or by
any governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with
Lender. However, this Event of Default shall not apply if there is a good faith
dispute by Borrower as to the validity or reasonableness of the claim which is
the basis of the creditor or forfeiture proceeding and if Borrower 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.


Change in Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of
Borrower.


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


Right to Cure. If
any default, other than a default on Indebtedness, is curable and if Borrower
or Grantor, as the case may be, has not been given a notice of a similar
default within the preceding twelve (12) months, it may be cured if Borrower or
Grantor, as the case may be, after receiving written notice from Lender
demanding cure of such default: (1) cure the default within fifteen (15) days;
or (2) if the cure requires more than fifteen (15) days, immediately initiate
steps which Lender deems in Lender’s sole discretion to be sufficient to cure
the default and thereafter continue and complete all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.


EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur,
except where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make further Loan Advances or disbursements), and, at Lender’s
option, all Indebtedness immediately will become due and payable, all without
notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the “Insolvency” subsection above, such acceleration
shall be automatic and not optional. In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise. Except as may be prohibited by applicable law, all of
Lender’s rights and remedies shall be cumulative and may be exercised
singularly or concurrently. 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 Borrower or of any Grantor shall not
affect Lender’s right to declare a default and to exercise its rights and
remedies.



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


Amendments. This
Agreement, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this
Agreement. No alteration of or amendment to this Agreement 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.


Attorneys’ Fees; Expenses. Borrower
agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s
attorneys’ fees and Lender’s legal expenses, incurred in connection with the
enforcement of this Agreement. Lender may hire or pay someone else to help
enforce this Agreement, and Borrower shall pay the costs and expenses of such
enforcement. Costs and expenses include Lender’s attorneys’ fees and legal
expenses whether or not there is a lawsuit, including attorneys’ fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. Borrower also shall pay all court costs and such
additional fees as may be directed by the court.


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


Consent to Loan Participation. Borrower
agrees and consents to Lender’s sale or transfer, whether now or later, of one
or more participation interests in the Loan to one or more purchasers, whether
related or unrelated to Lender. Lender may provide, without any limitation
whatsoever, to any one or more purchasers, or potential purchasers, any
information or knowledge Lender may have about Borrower or about any other
matter relating to the Loan, and Borrower hereby waives any rights to privacy
Borrower may have with respect to such matters. Borrower additionally waives
any and all notices of sale of participation interests, as well as all notices
of any repurchase of such participation interests. Borrower also agrees that
the purchasers of any such participation interests will be considered as the
absolute owners of such interests in the Loan and will have all the rights
granted under the participation agreement or agreements governing the sale of
such participation interests. Borrower further waives all rights of offset or
counterclaim that it may have now or later against Lender or against any
purchaser of such a participation interest and unconditionally agrees that
either Lender or such purchaser may enforce Borrower’s obligation under the
Loan irrespective of the failure or insolvency of any holder of any interest in
the Loan. Borrower further agrees that the purchaser of any such participation
interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.


Governing Law. This Agreement 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 Agreement has been accepted by Lender in the State of
Nevada.


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


No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Agreement 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 Agreement 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 Agreement.
No prior waiver by Lender, nor any course of dealing between Lender and
Borrower, or between Lender and any Grantor, shall constitute a waiver of any
of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to
any future transactions. Whenever the consent of Lender is required under this
Agreement, 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.


Notices. Any notice
required to be given under this Agreement shall be given in writing, and shall
be effective when actually delivered, when actually received by telefacsimile
(unless otherwise required by law), when deposited with a nationally recognized
overnight courier, or, if mailed, when deposited in the United States mail, as
first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Agreement. Any party may change its
address for notices under this Agreement by giving formal written notice to the
other parties, specifying that the purpose of the notice is to change the party’s
address. For notice purposes, Borrower agrees to keep Lender informed at all
times of Borrower’s current address. Unless otherwise provided or required by
law, if there is more than one Borrower, any notice given by Lender to any
Borrower is deemed to be notice given to all Borrowers.


Severability. If a
court of competent jurisdiction finds any provision of this Agreement 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
Agreement. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the
legality, validity or enforceability of any other provision of this Agreement.


Subsidiaries and Affiliates of
Borrower. To the extent the context of any provisions of this
Agreement makes it appropriate, including without limitation any
representation, warranty or covenant, the word “Borrower” as used in this
Agreement shall include all of Borrower’s subsidiaries and affiliates.
Notwithstanding the foregoing however, under no circumstances shall this
Agreement be construed to require Lender to make any Loan or other financial
accommodation to any of Borrower’s subsidiaries or affiliates.


Successors and Assigns.
All covenants and agreements by or on behalf of Borrower contained in this
Agreement or any Related Documents shall bind Borrower’s successors and assigns
and shall inure to the benefit of Lender and its successors and assigns.
Borrower shall not, however, have the right to assign Borrower’s rights under
this Agreement or any interest therein, without the prior written consent of
Lender.


Survival of Representations and
Warranties. Borrower understands and agrees that in extending
Loan Advances, Lender is relying on all representations, warranties, and
covenants made by Borrower in this Agreement or in any certificate or other
instrument delivered by Borrower to Lender under this Agreement or the Related
Documents. Borrower further agrees that regardless of any investigation made by
Lender, all such representations, warranties and covenants will survive the
extension of Loan Advances and delivery to Lender of the Related Documents,
shall be continuing in nature, shall be deemed made and redated by Borrower at
the time each Loan Advance is made, and shall remain in full force and effect
until such time as Borrower’s Indebtedness shall be paid in full, or until this
Agreement shall be terminated in the manner provided above, whichever is the
last to occur.


Time is of the Essence.
Time is of the essence in the performance of this Agreement.


DEFINITIONS.
The following capitalized words and terms shall have the
following meanings when used in this Agreement. 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 Agreement
shall have the meanings attributed to such terms in the Uniform Commercial
Code. Accounting words and terms not otherwise defined in this Agreement shall
have the meanings assigned to them in accordance with generally accepted
accounting principles as in effect on the date of this Agreement:


Advance. The word “Advance”
means a disbursement of Loan funds made, or to be made, to Borrower or on
Borrower’s behalf on a line of credit or multiple advance basis under the terms
and conditions of this Agreement.


Agreement. The word
“Agreement” means this Business Loan Agreement, as this Business Loan Agreement
may be amended or modified from time to time, together with all exhibits and
schedules attached to this Business Loan Agreement from time to time.


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.


Collateral. The
word “Collateral” means all property and assets granted as collateral security
for a Loan, whether real or personal property, whether granted directly or
indirectly, whether granted now or in the future, and whether granted in the
form of a security interest, mortgage, collateral mortgage, deed of trust,
assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt,
lien, charge, lien or title retention contract, lease or consignment intended
as a security device, or any other security or lien interest whatsoever,
whether created by law, contract, or otherwise.


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
Agreement in the default section of this Agreement.


GAAP. The word “GAAP”
means generally accepted accounting principles.



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Grantor. The word “Grantor”
means each and all of the persons or entities granting a Security Interest in
any Collateral for the Loan, including without limitation all Borrowers
granting such a Security Interest.


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


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
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.


Indebtedness. The
word “Indebtedness” means the indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other
indebtedness and costs and expenses for which Borrower is responsible under
this Agreement or under any of the Related Documents.


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


Loan. The word “Loan”
means any and all loans and financial accommodations from Lender to Borrower
whether now or hereafter existing, and however evidenced, including without
limitation those loans and financial accommodations described herein or
described on any exhibit or schedule attached to this Agreement from time to
time.


Note. The word “Note”
means the Note executed by AWI GAMING, INC. in the principal amount of
$1,500,000.00 dated February 21, 2006, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.


Permitted Liens. The
words “Permitted Liens” mean (1) liens and security interests securing
Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or
similar charges either not yet due or being contested in good faith; (3) liens
of materialmen, mechanics, warehousemen, or carriers, or other like liens
arising in the ordinary course of business and securing obligations which are
not yet delinquent; (4) purchase money liens or purchase money security
interests upon or in any property acquired or held by Borrower in the ordinary
course of business to secure indebtedness outstanding on the date of this
Agreement or permitted to be incurred under the paragraph of this Agreement
titled “Indebtedness and Liens”; (5) liens and security interests which, as of
the date of this Agreement, have been disclosed to and approved by the Lender
in writing; and (6) those liens and security interests which in the
aggregate constitute an immaterial and insignificant monetary amount with
respect to the net value of Borrower’s assets.


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 Loan.


Security Agreement. The
words “Security Agreement” mean and include without limitation any agreements,
promises, covenants, arrangements, understandings or other agreements, whether
created by law, contract, or otherwise, evidencing, governing, representing, or
creating a Security Interest.


Security Interest. The
words “Security Interest” mean, without limitation, any and all types of
collateral security, present and future, whether in the form of a lien, charge,
encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop
pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s
lien, equipment trust, conditional sale, trust receipt, lien or title retention
contract, lease or consignment intended as a security device, or any other
security or lien interest whatsoever whether created by law, contract, or
otherwise.


BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND
BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED FEBRUARY
21, 2006.


	
  BORROWER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AWI
  GAMING, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Timothy F Lockinger

  	
   

  
	
   

  	
   

  	
  TIMOTHY F LOCKINGER, Director
  of AWI GAMING, INC.

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GREAT
  BASIN BANK OF NEVADA

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ [Illegible]

  	
   

  
	
   

  	
   

  	
  Authorized Signer

  	
   

  



 



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