Exhibit
10.13








GREAT BASIN BANK OF
NEVADA

PROMISSORY NOTE


	
  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

  



 




	
  Principal Amount: $1,500,000.00

  	
   

  	
  Initial
  Rate: 9.500%

  	
   

  	
  Date of
  Note: February 21, 2006

  






PROMISE
TO PAY. AWI GAMING, INC. (“Borrower”) promises to pay to GREAT BASIN BANK OF
NEVADA (“Lender”), or order, in lawful money of the United States of America,
the principal amount of One Million Five Hundred Thousand & 00/100 Dollars
($1,500,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each advance.


PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus
all accrued unpaid interest on March 1, 2008. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning April 1, 2006, with all subsequent interest payments to be due
on the same day of each month after that. Unless otherwise agreed or required
by applicable law, payments will be applied first to any unpaid collection
costs; then to any late charges; then to any accrued unpaid interest; and then
to principal. The annual interest rate for this Note is computed on a 365/360
basis; that is, by applying the ratio of the annual interest rate over a year
of 360 days, multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding. Borrower will pay
Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to
change from time to time based on changes in an independent index which is the
Prime Rate as published in the Wall Street Journal. When a range of rates is
published, the higher of the rates will be used (the “Index”). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the Index
becomes unavailable during the term of this loan, Lender may designate a
substitute index after notice to Borrower. Lender will tell Borrower the
current Index rate upon Borrower’s request. The interest rate change will not
occur more often than each month on the first day of the month. Borrower
understands that Lender may make loans based on other rates as well. The Index currently is 7.500% per annum. The interest
rate to be applied to the unpaid principal balance of this Note will be at a
rate of 2.000 percentage points over the Index, resulting in an initial rate of
9.500% per annum. NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable law.


PREPAYMENT;
MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees
and other prepaid finance charges are earned fully as of the date of the loan
and will not be subject to refund upon early payment (whether voluntary or as a
result of default), except as otherwise required by law. In any event, even
upon full prepayment of this Note, Borrower understands that Lender is entitled
to a minimum interest charge of $15.00.
Other than Borrower’s obligation to pay any minimum interest charge, Borrower
may pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower’s obligation to continue to make payments of accrued
unpaid interest. Rather, early payments will reduce the principal balance due.
Borrower agrees not to send Lender payments marked “paid in full”, “without
recourse”, or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lender’s rights under this Note, and Borrower
will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes “payment in full”
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to: GREAT
BASIN BANK OF NEVADA, P.O. BOX 2808 ELKO, NV 89803.


LATE
CHARGE. If a payment is 15 days or more late, Borrower will
be charged 5.000% of the unpaid portion of
the regularly scheduled payment or $15.00, whichever is greater.


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon
final maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 4.000 percentage points
over the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.


DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”)
under this Note:


Payment Default.
Borrower fails to make any payment when due under this Note.


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


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
evidenced by this Note. 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 this Note is impaired.


Cure Provisions. If
any default, other than a default in payment is curable and if Borrower has not
been given a notice of a breach of the same provision of this Note within the
preceding twelve (12) months, it may be cured if Borrower, 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.


LENDER’S
RIGHTS.  Upon default,
Lender may declare the entire unpaid principal balance on this Note and all
accrued unpaid interest immediately due, and then Borrower will pay that
amount.













ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower will pay Lender that
amount. This includes, 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, expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. If
not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.


GOVERNING
LAW. This Note 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 Note 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)


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $20.00 if
Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.


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.


COLLATERAL.
Borrower acknowledges this Note is secured by the following
collateral described in the security instruments listed herein:


(A)      a Deed of Trust dated
February 21, 2006, to a trustee in favor of Lender on real property located in
PERSHING County, State of Nevada.


(B)      collateral
described in a Commercial Security Agreement dated February 21, 2006.


LINE
OF CREDIT. This Note evidences a straight line of credit.
Once the total amount of principal has been advanced, Borrower is not entitled
to further loan advances. Advances under this Note, as well as directions for
payment from Borrower’s accounts, may be requested orally or in writing by
Borrower or by an authorized person. Lender may, but need not, require that all
oral requests be confirmed in writing. Borrower agrees to be liable for all
sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower’s accounts with Lender. The unpaid
principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender’s internal records, including daily
computer print-outs. Lender will have no obligation to advance funds under this
Note if: (A) Borrower or any guarantor is in default under the terms of this
Note or any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (B) Borrower or
any guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor’s
guarantee of this Note or any other loan with Lender; or  (D) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender.


ANNUAL
SUBMISSION OF FINANCIAL INFORMATION. Borrower to furnish
Lender, 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 satisfactory to the Lender. All Financial Reports required to be
provided under this agreement shall be prepared in accordance with generally
accepted accounting principles, applied on a consistent basis, and certified by
Borrower as being true and correct. Within thirty (30) days of completion,
Borrower to furnish Lender with copies of Borrower’s and Guarantor’s Tax
Returns. Within thirty (30) days of Borrower’s fiscal year-end, each Guarantor
shall furnish Lender with a current Personal Financial Statement in a form
satisfactory to the Lender.


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon
Borrower, and upon Borrower’s heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and assigns.


GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note. Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly
stated in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender’s security interest in the collateral;
and take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
TERMS OF THE NOTE.


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER:


 


	
  AWI GAMING, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Timothy F. Lockinger

  	
   

  
	
   

  	
   

  	
  TIMOTHY F LOCKINGER, Director of AWI GAMING,
  INC.

  	
   

  



 



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