Prepared by MERRILL CORPORATION




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EXHIBIT 10.19    
  


"RCT" means the material omitted has been filed separately with the Securities and Exchange Commission with an application requesting confidential treatment.  


LICENSE AGREEMENT  


    THIS AGREEMENT is entered into as of the 24th day of April 1997, between American Drug Stores, Inc., an Illinois corporation ("Licensor"), and
Cardivan Company, a Nevada corporation ("Licensee"). Licensee and Licensor are collectively referred to as "the Parties". 


    1.  Purpose.  This Agreement sets forth the terms and conditions under which the Licensee shall have the
exclusive right to operate certain gaming devices (the "Devices") (i) within each of the stores operated by Licensor in the State of Nevada which are designated on Exhibit "A" attached hereto
and incorporated herein by reference (the "Existing Locations"), and (ii) in any additional stores opened or acquired by Licensor or an affiliate of Licensor for business to the public in the
state of Nevada during the term of this Agreement which become subject to this Agreement pursuant to Section 4(d) hereof (the "New Locations", together with the Existing Locations, the
"Licensed Locations"). Notwithstanding the foregoing, an off-site replacement of a Licensed Location which constitutes a "replacement store" in accordance with Licensor's internal
policies, which opens concurrently with the closing of the Licensed Location it is replacing, and which is located not more than one mile from the Licensed Location it is replacing, shall not
constitute a New Location for purposes of this Agreement. 


    2.  License.  Licensor hereby grants to Licensee the use of such amount of space (the "Gaming Space") as
is reasonably required to set up the number of Devices currently permitted at such Licensed Location. For purposes of illustration, the Gaming Space at a Licensed Location in which 15 bill validator-
equipped Devices are located would not be required to contain more than 450 square feet of space. The Gaming Space shall be located as close to the entrance and checkstand of the Licensed Location as
is reasonably practicable with the exact location and square footage of the Gaming Space to be determined by mutual agreement of the parties. Licensee is also hereby granted an exclusive right to
operate up to the maximum number of Devices currently allowed by the State of Nevada in each of the Licensed Locations. Notwithstanding the foregoing, the size of the Gaming Space and the location of
the Devices in each of the Existing Locations shall be continued in the same manner as at the time of the execution of this Agreement except as changes thereto are made from time to time by mutual
agreement between Licensor and Licensee. Licensor agrees to use its best efforts to expand the size of
the Gaming Space at the Existing Locations where such expansion is required in order to replace the Devices currently located in such Existing Locations with an equal number of Devices containing bill
validators and shall use its best efforts to complete any such required expansions by April 30, 1998. In the event that Licensor is not able to complete any such required expansions by
April 30, 1998, the parties shall negotiate in good faith to arrive at an appropriate adjustment to the monthly fees payable hereunder; provided, that in no event shall the fee for any Licensed
Location be reduced to an amount less than RCT per month. 




    3.  Term.  The term of the license for each Licensed Location shall begin on July 1, 1997 and
shall expire at midnight on June 30, 2003. In addition, Licensee may, at its sole option, extend the term of this Agreement for an additional period of five years commencing on July 1,
2003 and expiring at midnight on June 30, 2008 (the "Option Period") by giving written notice to Licensor of its intention to do so no earlier than RCT and no later than RCT; provided, that
such option may only be exercised if (i) Licensee concurrently exercises its option to extend the term of that certain License Agreement between Licensee and Lucky Stores, Inc. dated of
even date herewith, and (ii) Corral United, Inc. concurrently exercises its option to extend the term of that certain License Agreement between Corral United, Inc. and Licensor
dated of even date herewith. Licensee shall have no option to renew or extend this License Agreement beyond June 30, 2008.










    4.  Fees.  



    a.  During
the initial term of this License Agreement, Licensee agrees to pay Licensor the following amount per Licensed Location per month: 



	Period
 
	 	Per Licensed Location Per Month
 

	RCT	 	RCT






    b.  During
the Option Period the Licensee agrees to pay Licensor the following amount per Licensed Location per month: 



	Option Period
 
	 	Per Licensed Location Per Month
 

	RCT	 	RCT






    c.  The
monthly amounts set forth above shall be subject to increase from time to time during the term of this Agreement and any extension hereof as follows. During the
one-month period prior to RCT, Licensee shall determine the average monthly fee per Device being paid by Licensee to other customers pursuant to written contracts having a remaining
duration of one year or more, or which may be paid pursuant to contracts under negotiation, for comparable store locations (the "Comparable Rent"). If the Comparable Rent is greater than the fee
provided for above by more than 5%, the monthly fee shall be increased to the Comparable Rent for the duration of the applicable period. 



    d.  During
the term of this Agreement, if Licensor opens or acquires any New Location and Licensor determines to include Devices at such New Location, Exhibit A
hereto shall be amended to include such New Location and the monthly fees payable hereunder shall be adjusted accordingly. In the case of a New Location opened or acquired on or after RCT, the fees
due pursuant to this Section 4 with respect to such New Location shall be RCT fee during the RCT period following the date such New Location is opened for business by Licensor; provided, that
if Licensor has not taken all steps required to be taken by it to permit Licensee to commence operations at such New Location, the RCT period shall not commence until all such actions have been taken.
In addition, in the event an Existing Location is closed for renovation for a period of RCT or more, the Fees with respect to such renovated Existing Location shall be RCT fee due pursuant to this
Section 4 during the RCT period following the date such renovated Existing Location is reopened for business by Licensor; provided, that if Licensor has not taken all steps required to be taken
by it to permit Licensee to recommence operations at such Existing Location, the RCT period shall not commence until all such actions have been taken. 


    e.  The
above fee shall be due and payable on the first day of every month. If any of the above fees are not paid when due or within fifteen (15) days
thereafter, Licensee shall pay Licensor interest on all amounts delinquent from the date of delinquency until paid at a rate equal to 150 percent of the prime rate charged preferred customers
by Bank of America Nevada, determined as of the first day of the month preceding such delinquency and adjusted as of the first day of each month during the period of such delinquency, but not to
exceed the greater of 24 percent per annum or the highest rate permitted by applicable law. 


    f.   In
the event that (i) Licensor should effect a material reduction in the hours of operation of the Licensed Locations, considered as a whole, from the hours
of operation in effect on the date of this Agreement, or (ii) there should be a change in the laws or regulations applicable to the operation of gaming devices in retail food and drug
facilities which has the effect of materially reducing the revenues received by Licensee from its operation of the Devices hereunder, the parties shall negotiate in good faith to arrive at an
equitable adjustment to the terms of the Agreement. 




    5.  Taxes.  Licensee agrees to pay all taxes (other than real estate taxes) payable in connection with
the conduct of its business in the Licensed Locations, including personal property taxes levied against the Devices, fixtures, and other personal property of the Licensee in the Licensed Locations.
Licensee will pay all social security, unemployment, and old age benefit taxes, state, federal, and local, 







or other similar taxes due with respect to employees or wages paid to employees of the Licensee in the Licensed Locations. Licensee will maintain and pay all license fees, federal, state, county, or
city, necessary for its operations in the Licensed Locations. 


    6.  Use and Operation.  Licensee agrees to use the Gaming Space within the Licensed Locations as a
department for the sole purpose of operating the Devices in such space and will at all times conduct said department and all branches of its business in a first-class business like and attractive
high-grade and proper manner, including, without limitation, (1) maintaining the Devices in good condition and repair at its own expense and at no expense to Licensor;
(2) replacing any out of date Devices at its own expense with modern, up-to-date Devices from time to time; (3) employing a change cashier or installing money
changing devices so that the store cashiers in the Licensed Location will not be required to make change for the operation of the Devices; and (4) not employing any person or persons within the
Licensed Locations deemed objectionable by Licensor, Licensee agreeing upon request of Licensor to remove any such objectionable employee as quickly as reasonably possible under existing federal,
state, and local laws. Signs of such type and size as may be mutually agreed upon by Licensor and Licensee shall be placed by Licensee in a conspicuous place at each of the Licensed Locations stating
that Licensee is the owner and operator of the Devices. Licensor shall not change the smoking policies in the Gaming Spaces from those currently in effect without the prior written consent of
Licensee, unless and to the extent such change is required by law or regulation. 


    7.  Title to Property.  All personal property (including, without limitation, the Devices) placed on the
Licensed Locations by Licensee shall be and remain the personal property of Licensee (except as provided in Section 12 with respect to default) and, upon the expiration or earlier termination
of this Agreement, Licensee shall within ten (10) days thereafter and at its sole expense, remove from the Licensed Locations all such personal property and restore such Licensed Locations to
their original conditions, ordinary wear and tear excepted. 


    8.  General Covenants.  Licensee agrees to comply with all applicable laws, ordinances, and governmental
regulations now in force or hereafter enacted relating to the business operations of the Licensee in the Licensed Locations; to make any and all alterations, repairs, and changes, at its expense,
required by any such laws, ordinances, or governmental regulations; to maintain the Gaming Space occupied by Licensee within each of the Licensed Locations in a clean state and in good condition and
repair; not to make any alterations in such space without the prior written consent of Licensor; and at the expiration or termination of this Agreement, to surrender peaceable possession thereof to
Licensor in as good condition as it received the same, loss or damage by fire (except if caused by the act or neglect of Licensee or its employees) and wear and tear resulting from reasonable use
excepted. 


    9.  Indemnification and Insurance.  Licensee agrees to indemnify and hold Licensor harmless from all
claims, demands, causes of action, losses, damages, and liability, including costs and expenses and reasonable attorneys' fees incurred by Licensor in connection with any claim by third parties,
including employees of Licensee, for injury to or death or damage to property occurring in or on or about the portions of the Licensed Locations licensed to Licensee or arising out of operations
conducted by Licensee. Licensee, at its own cost and expense, shall maintain commercial general liability and automobile liability insurance with a limit of not less than $1,000,000 applicable to any
one occurrence. Such insurance shall name Licensor as an additional insured with respect to operations conducted in connection with this Agreement. Licensee shall maintain Workers' Compensation
insurance for its employees in the form required by the State of Nevada or provide Workers' Compensation on a self-insured basis in compliance with applicable Nevada regulations. Licensee
shall, upon request, provide Licensor with certificate(s) evidencing the foregoing insurance coverages. Whether or not it elects to insure its personal property at locations covered by this Agreement,
Licensee hereby waives any right of recovery from Licensor for any loss or damage to such property resulting from any of the perils insured against in the standard form fire insurance policy with
Extended Coverages and Vandalism and Malicious Mischief Endorsements. To the extent that any insurance maintained by Licensee includes coverage against additional perils, this waiver shall apply with
respect to loss damage resulting from such other perils. 







    10.  Termination of License.  If Licensor ceases to do business in any of the Licensed Locations for any
reason whatsoever, this License Agreement shall terminate as to the Licensed Locations where such business is discontinued, effective at the time of such discontinuance, and thereafter the license
fees payable under this Agreement will be reduced pro rata for the affected Licensed Locations. This License Agreement will continue to apply to all remaining Licensed Locations. 


    11.  Interruption of Business.  If the business of any Licensed Locations subject to this Agreement is
substantially interrupted by reason of a major remodeling, fire, other casualty, or any other cause not the fault of Licensee, and such interruption substantially and adversely affects the business of
Licensee in such Licensed Location, then, from and after such interruption and until the cause thereof has been corrected or eliminated, the fees due Licensor hereunder for such Licensed Locations
shall be equitably reduced or abated to the extent agreed between the parties. 


    12.  Default.  If Licensee (i) defaults in the payment of the fees payable by it hereunder or
fails to perform any other of its obligations under this Agreement, and Licensee fails to cure such default within a period of fifteen (15) days after written notice from Licensor, or
(ii) Licensee defaults in the payment of fees or performance of its other obligations under that certain License Agreement between Licensee and Lucky Stores, Inc. dated of even date
herewith, and such default is not cured within the grace period provided therein, or (iii) Corral United, Inc., an affiliate of Licensee, defaults in the payment of fees or performance
of its obligations under that certain License Agreement between Corral United, Inc. and Licensor dated of even date herewith and such default is not cured within the
applicable grace period provided therein, then, in any of such events, Licensor shall have all rights and remedies now or hereafter provided by law and, in addition, may do any one or more of the
following: 



    (a) Terminate
this Agreement by giving written notice to Licensee; resume possession of the space occupied by Licensee in the Licensed Locations; retain all Devices,
fixtures, and other personal property of Licensee remaining on such space and full right and authority to sell, lease, or otherwise dispose of the same or to store the same, all at the expense of
Licensee; and to recover from Licensee all fees due under this Agreement had it not been terminated, less the net amount realized by Licensor from any such sale, lease, or other disposition. 


    (b) Without
terminating this Agreement, reenter and assume possession of the space so licensed and of all Devices, fixtures, and other personal property of Licensee
located therein and relet the space and sell, lease, or otherwise dispose of the Devices, fixtures, and other personal property, all on such terms and conditions as Licensor deems advisable, and in
any such event, Licensee shall pay promptly upon demand the difference between the fees due under this Agreement for the period of such reletting (but not beyond the term of this Agreement) and the
net amount received by Licensor from such reletting and from such sale, lease, or other disposition. 


    (c) To
treat all amounts due and not paid by Licensee to the date of such default, together with all amounts payable under this Agreement during the remaining term of
this Agreement following such default, as an indebtedness of Licensee immediately due and payable to Licensor and recover the same, together with interest thereof at the rate of 150 percent of
the prime rate charged preferred customers by Bank of America Nevada, determined as of the first day of the month preceding such default and adjusted as of the first day of each month during the
period of such default, both before and after judgment from the date of such default until paid, but not to exceed the greater of 24 percent per annum or the highest amount permitted by
applicable law. 


    In
the event of any such default, Licensee shall have no right to remove any Devices, fixtures, or other personal property of Licensee from the space licensed, and Licensor shall have
a lien thereon as security for the payment of all amounts due Licensor under the Agreement. 




    13.  Assignment and Subletting, Successors and Assigns.  Licensee may not assign this Agreement or sublet
any of the space within any of the Licensed Locations covered by this Agreement, whether by operation of law or otherwise without prior written approval of Licensor, except that Licensee may assign
this Agreement to a wholly-owned subsidiary of Jackpot Enterprises, Inc. without such prior 







written approval; provided, that such assignee agrees to be bound by all of the terms and conditions of this Agreement and Licensee guarantees the payment and performance by such assignee of its
obligations hereunder during the remaining term hereof. Subject to such provision, this Agreement shall bind and its benefits shall inure to the parties hereto, their successors, and assigns. 


    14.  Notices and Demands.  All notices and demands made pursuant to this Agreement shall be sufficient if
made in writing and delivered personally or by registered or certified mail to American Drug Stores, Inc., C/O American Stores Properties, Inc., 6565 Knott Avenue, Buena Park, California
90260-1158, Attention: Dennis N. Palmer, Senior Vice President—Markets West, or to Licensee at 1110 Palms Airport Drive, Las Vegas, Nevada 89119. All notices mailed shall be
deemed given when mailed. 


    15.  Relationship Between the Parties.  The relationship of Licensor and Licensee shall be solely that of
licensor and licensee and nothing herein contained shall be construed to constitute Licensor and Licensee as landlord and tenant, sublandlord and subtenant, partners, joint venturers or any other
relationship whatsoever. 


    16.  Confidentiality.  This Agreement and the information contained herein, including but not limited to
the fees payable to Licensor by Licensee, is confidential and shall not be disclosed to any person except the gaming licensing authorities of the State of Nevada upon proper request, unless and to the
extent required by laws or regulations applicable to the parties. 


    17.  Prior Agreement.  This Agreement shall supersede and replaces the License Agreement dated
October 31, 1991, as amended, between Licensor and Licensee at the time the initial term of this Agreement commences on July 1, 1997. 


    IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written. 



	

 	
 	

AMERICAN DRUG STORES, INC.
	

 	
 	

By	
 	

/s/ Mark N. Schneider
 Mark N. Schneider
 Vice President
	

 	
 	

CARDIVAN COMPANY
	

 	
 	

By	
 	

/s/ George Congdon
 George Congdon
 President







EXHIBIT A TO LICENSE AGREEMENT BETWEEN

AMERICAN DRUG STORES, INC. AND CARDIVAN COMPANY

DATED APRIL 24, 1997  



	Location
 
	 	No. of Machines
 
	 	Store Hours
 

	1.	 	Savon Store No. 19-2022

1812 E. Charleston

Las Vegas, NV	 	16	 	7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

2.	
 	

Savon Store No. 19-2049

2011 E. Lake Mead

Las Vegas, NV	
 	

15	
 	

24 hours
	

3.	
 	

Savon Store No. 19-2215

268 N. Jones Blvd.

Las Vegas, NV	
 	

16	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

4.	
 	

Savon Store No. 19-2224

3550 W. Sahara

Las Vegas, NV	
 	

16	
 	

24 hours
	

5.	
 	

Savon Store No. 19-2054

9100 W. Sahara

Las Vegas, NV	
 	

16	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

6.	
 	

Savon Store No. 19-2121

4730 E. Flamingo

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

7.	
 	

Savon Store No. 19-2081

154 N. Boulder Highway

Henderson, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

8.	
 	

Savon Store No. 19-3042

2855 S. Nellis

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

9.	
 	

Savon Store No. 19-2418

2560 E. Desert Inn

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

10.	
 	

Savon Store No. 19-2416

3421 S. Jones

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

11.	
 	

Savon Store No. 2415

3250 Las Vegas Blvd. No.

Las Vegas, NV	
 	

12	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

12.	
 	

Savon Store No. 19-2417

160 S. Rainbow

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

13.	
 	

Savon Store No. 19-2087

4410 E. Bonanza

Las Vegas, NV	
 	

15	
 	

24 hours
	

14.	
 	

Savon Store No. 19-3082

6150 W. Lake Mead

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)







	

15.	
 	

Savon Store No. 19-3032

7251 S. Eastern

Las Vegas, NV	
 	

15	
 	

24 hours
	

16.	
 	

Savon Store No. 19-2176

8320 W. Cheyenne

Las Vegas, NV	
 	

15	
 	

24 hours
	

17.	
 	

Savon Store No. 19-3234

5985 W. Tropicana

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

18.	
 	

Savon Store No. 1408

Craig Road

Las Vegas, NV	
 	

15	
 	

7 a.m. to 10 p.m. (M-Sat.)

8 a.m. to 7 p.m. (Sun.)
	

19.	
 	

Savon Store No. 19-2003

680 N. McCarran

Sparks, NV	
 	

20	
 	

24 hours
	

20.	
 	

Savon Store No. 19-2006

285 E. Plumb Lane

Reno, NV	
 	

20	
 	

7 a.m. to 9 p.m. (M-Sat.)

9 a.m. to 6 p.m. (Sun.)
	

21.	
 	

Savon Store No. 19-2046

10550 N. McCarran

Reno, NV	
 	

10	
 	

7 a.m. to 9 p.m. (M-Sat.)

9 a.m. to 6 p.m. (Sun.)
	

22.	
 	

Savon Store No. 19-2041

1250 W. Seventh

Reno, NV	
 	

17	
 	

8 a.m. to 9 p.m. (M-Sat.)

9 a.m. to 6 p.m. (Sun.)
	

23.	
 	

Savon Store No. 19-2207

250 Fairview Carson

City, NV	
 	

15	
 	

8 a.m. to 9 p.m. (M-Sat.)

9 a.m. to 6 p.m. (Sun.)
	

24.	
 	

Savon Store No. 19-2605

48 West Idaho Street

Elko, NV	
 	

5	
 	

8 a.m. to 9 p.m. (M-Sat.)

9:30 a.m. to 6 p.m. (Sun.)











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EXHIBIT 10.19