Unassociated Document


    Exhibit
10.1 

     

    ASSET
PURCHASE AGREEMENT

     

    dated as
of March 12, 2009

     

    by and
among

     

    CRAZY
MOOSE CASINO, INC.,

     

    CRAZY
MOOSE CASINO II, INC.,

     

    COYOTE
BOB’S, INC.

     

    AND

     

    GULLWING
III, LLC,

     

    collectively
as Seller,

     

    and

     

    NG
WASHINGTON, LLC,

     

    as
Purchaser

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    PAGE

    
      
        	
                ARTICLE
      I. SALE OF ASSETS; CLOSING

              	
                1

              
	
                1.01

              	
                Assets.

              	
                1

              
	
                1.02

              	
                Assumption of Certain
      Liabilities.

              	
                4

              
	
                1.03

              	
                Deposit; Purchase Price; Closing Payment;
      Promissory Note and Security Agreement.

              	
                4

              
	
                1.04

              	
                Closing; Deliveries.

              	
                5

              
	
                1.05

              	
                Further Assurances; Post Closing
      Cooperation.

              	
                7

              
	
                1.06

              	
                Third Party Consents.

              	
                7

              
	
                1.07

              	
                Governmental and Regulatory Authority
      Consents.

              	
                8

              
	
                1.08

              	
                Transfer Taxes

              	
                8

              
	
                1.09

              	
                Prorations

              	
                9

              
	 	 	 
	
                ARTICLE
      II. REPRESENTATIONS AND WARRANTIES OF SELLER

              	
                9

              
	
                2.01

              	
                Organization of Seller

              	
                9

              
	
                2.02

              	
                Authority

              	
                10

              
	
                2.03

              	
                No Conflicts

              	
                10

              
	
                2.04

              	
                Governmental Approvals and
      Filings

              	
                10

              
	
                2.05

              	
                Books and Records

              	
                10

              
	
                2.06

              	
                Financial Statements.

              	
                11

              
	
                2.07

              	
                Absence of Changes

              	
                12

              
	
                2.08

              	
                No Undisclosed Liabilities

              	
                13

              
	
                2.09

              	
                Legal Proceedings.

              	
                13

              
	
                2.10

              	
                Compliance With Laws and
    Orders

              	
                13

              
	
                2.11

              	
                Benefit Plans; ERISA.

              	
                14

              
	
                2.12

              	
                Real Property

              	
                15

              
	
                2.13

              	
                Tangible Personal Property

              	
                17

              
	
                2.14

              	
                Intellectual Property.

              	
                18

              
	
                2.15

              	
                Title to Assets

              	
                18

              
	
                2.16

              	
                Taxes.

              	
                18

              
	
                2.17

              	
                Contracts.

              	
                19

              
	
                2.18

              	
                Licenses

              	
                21

              
	
                2.19

              	
                Insurance

              	
                21

              
	
                2.20

              	
                Affiliate Transactions

              	
                22

              
	
                2.21

              	
                Employees; Labor Relations.

              	
                22

              
	
                2.22

              	
                Environmental Matters

              	
                23

              
	
                2.23

              	
                Suppliers

              	
                23

              
	
                2.24

              	
                Inventory

              	
                23

              
	
                2.25

              	
                Vehicles

              	
                24

              
	
                2.26

              	
                Entire Business

              	
                24

              
	
                2.27

              	
                Brokers

              	
                24

              
	
                2.28

              	
                Authority

              	
                24

              
	
                2.29

              	
                Disclosure

              	
                24

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ARTICLE
      III. REPRESENTATIONS AND WARRANTIES OF PURCHASER

              	
                25

              
	
                3.01

              	
                Organization

              	
                25

              
	
                3.02

              	
                Authority

              	
                25

              
	
                3.03

              	
                No Conflicts

              	
                25

              
	
                3.04

              	
                Governmental Approvals and
      Filings

              	
                25

              
	
                3.05

              	
                Legal Proceedings

              	
                25

              
	
                3.06

              	
                Brokers

              	
                26

              
	
                3.07

              	
                OFAC Compliance

              	
                26

              
	
                3.08

              	
                Purchaser's Reliance Upon Representation or
      Warranty of Seller

              	
                26

              
	
                3.09

              	
                Authority

              	
                26

              
	
                3.10

              	
                Financial Ability

              	
                26

              
	 	 	 
	
                ARTICLE
      IV. COVENANTS OF SELLER

              	
                26

              
	
                4.01

              	
                Regulatory and Other
    Approvals

              	
                26

              
	
                4.02

              	
                Investigation by Purchaser

              	
                27

              
	
                4.03

              	
                No Solicitations or Business
      Dispositions

              	
                27

              
	
                4.04

              	
                Conduct of Business

              	
                28

              
	
                4.05

              	
                Delivery of Financial Statements and Reports;
      Filings.

              	
                28

              
	
                4.06

              	
                Employee Matters

              	
                29

              
	
                4.07

              	
                Certain Restrictions

              	
                30

              
	
                4.08

              	
                Delivery of Books and
    Records

              	
                30

              
	
                4.09

              	
                Noncompetition and
      Confidentiality

              	
                30

              
	
                4.10

              	
                Notice and Cure

              	
                31

              
	
                4.11

              	
                Fulfillment of Conditions

              	
                32

              
	
                4.12

              	
                Use of Name

              	
                32

              
	
                4.13

              	
                Kennewick, Washington,
    Property

              	
                32

              
	 	 	 
	
                ARTICLE
      V. COVENANTS OF PURCHASER

              	
                
                  32

                

              
	
                5.01

              	
                Regulatory and Other
    Approval

              	
                32

              
	
                5.02

              	
                Notice and Cure

              	
                33

              
	
                5.03

              	
                Fulfillment of Conditions

              	
                33

              
	
                5.04

              	
                Employee Information

              	
                33

              
	
                5.05

              	
                OFAC Compliance

              	
                33

              
	
                5.06

              	
                Disclosure of Financial
      Information

              	
                34

              
	 	 	 
	
                ARTICLE
      VI. CONDITIONS TO OBLIGATIONS OF PURCHASER

              	
                
                  34

                

              
	
                6.01

              	
                Representations and
    Warranties

              	
                34

              
	
                6.02

              	
                Performance

              	
                34

              
	
                6.03

              	
                Certificates

              	
                34

              
	
                6.04

              	
                Orders and Laws

              	
                34

              
	
                6.05

              	
                Regulatory Consents and
      Approvals

              	
                35

              
	
                6.06

              	
                Audited Most Recent Financial
      Statements

              	
                35

              
	
                6.07

              	
                Third Party Consents

              	
                35

              
	
                6.08

              	
                Deliveries

              	
                35

              
	
                6.09

              	
                Proceedings

              	
                35

              
	
                6.10

              	
                Privity Letters

              	
                35

              
	
                6.11

              	
                No Material Adverse Change

              	
                35

              
	
                6.12

              	
                Release and Discharge of Monetary
      Liens

              	
                36

              


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    

      
        	
                ARTICLE
      VII. CONDITIONS TO OBLIGATIONS OF SELLER

              	
                36

              
	
                7.01

              	
                Representations and
    Warranties

              	
                36

              
	
                7.02

              	
                Performance

              	
                36

              
	
                7.03

              	
                Officers’ Certificates

              	
                36

              
	
                7.04

              	
                Orders and Laws

              	
                36

              
	
                7.05

              	
                Deliveries

              	
                37

              
	
                7.06

              	
                Regulatory Consents and
      Approvals

              	
                37

              
	
                7.07

              	
                Proceedings

              	
                37

              
	 	 	
                 

              
	
                ARTICLE
      VIII. EMPLOYEE MATTERS

              	
                37

              
	
                8.01

              	
                Employees

              	
                37

              
	
                8.02

              	
                Termination of Benefits by
      Seller

              	
                37

              
	
                8.03

              	
                No Third Party
Beneficiaries

              	
                38

              
	
                8.04

              	
                WARN Act.

              	
                38

              
	
                8.05

              	
                COBRA.

              	
                38

              
	 	 	
                 

              
	
                ARTICLE
      IX. SURVIVAL OF REPRESENTATIONS, WARRANTIES,  COVENANTS AND
      AGREEMENTS

              	
                39

              
	
                9.01

              	
                Survival of Representations, Warranties, Covenants
      and Agreements

              	
                39

              
	
                9.02

              	
                Limits on Purchaser's Claims Alleging Breach of
      Representations and Warranties

              	
                40

              
	
                9.03

              	
                Limits on Seller's Claims Alleging Breach of
      Representations and Warranties

              	
                40

              
	 	 	
                 

              
	
                ARTICLE
      X. INDEMNIFICATION

              	
                41

              
	
                10.01

              	
                Indemnification.

              	
                41

              
	
                10.02

              	
                Method of Asserting Claims

              	
                42

              
	 	 	
                 

              
	
                ARTICLE
      XI. TERMINATION

              	
                44

              
	
                11.01

              	
                Termination

              	
                44

              
	
                11.02

              	
                Survival

              	
                45

              
	
                11.03

              	
                Deposit

              	
                45

              
	
                11.04

              	
                No Consequential or Incidental
      Damages

              	
                45

              
	
                11.05

              	
                Purchaser’s Right to Specific
      Performance

              	
                45

              
	 	 	
                 

              
	
                ARTICLE
      XII. MISCELLANEOUS

              	
                45

              
	
                12.01

              	
                Notices

              	
                45

              
	
                12.02

              	
                Construction

              	
                46

              
	
                12.03

              	
                Entire Agreement

              	
                46

              
	
                12.04

              	
                Expenses

              	
                46

              
	
                12.05

              	
                Public Announcements

              	
                46

              
	
                12.06

              	
                Confidentiality

              	
                47

              
	
                12.07

              	
                Waiver

              	
                47

              
	
                12.08

              	
                Amendment

              	
                47

              
	
                12.09

              	
                No Third Party Beneficiary

              	
                47

              
	
                12.10

              	
                No Assignment; Binding
    Effect

              	
                47

              
	
                12.11

              	
                Headings

              	
                48

              
	
                12.12

              	
                Consent to Jurisdiction and Service of
      Process

              	
                48

              
	
                12.13

              	
                Invalid Provisions

              	
                48

              
	
                12.14

              	
                Exhibits and Schedules

              	
                48

              
	
                12.15

              	
                Governing Law

              	
                48

              
	
                12.16

              	
                Joint and Several
    Obligations

              	
                48

              
	
                12.17

              	
                Counterparts

              	
                48

              


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    This
ASSET PURCHASE AGREEMENT dated as of March 12, 2009 is made and entered into by
and among CRAZY MOOSE CASINO, INC., a Washington corporation having an office at
510 South 20th Street,
Pasco, Washington 99301 (“Crazy Moose”), CRAZY
MOOSE CASINO II, INC., a Washington corporation having an office at 22003
66th
Ave. W, Ste. A, Mountlake Terrace, Washington 98043 (“Crazy Moose II”),
COYOTE BOB’S, INC., a Washington corporation having an office at 3014 W.
Kennewick Ave., Kennewick, Washington 99336 (“Coyote Bob’s”), and
GULLWING III, LLC, a Washington limited liability company having an office at
402 16th St. NE,
Ste. A-106,  Auburn, Washington 98002 (“Gullwing”), and NG
WASHINGTON, LLC, a Washington limited liability company having an office at 50
Briar Hollow Lane, Suite 500W, Houston, Texas 77027 ("Purchaser").  Capitalized
terms not otherwise defined herein have the meanings set forth in Exhibit
A.  For purposes of this Agreement, Crazy Moose, Crazy Moose
II, Coyote Bob’s and Gullwing shall be referred to as “Seller” and all
references to Seller shall mean each Seller individually and/or collectively, as
the context may require.

     

    W I T N E S S E T
H

    WHEREAS,
Crazy Moose, Crazy Moose II and Coyote Bob’s operate “mini-casinos” providing
gaming services, including open play, tournament play and house-banked card
rooms, and conduct restaurant and bar operations in the cities of Pasco,
Washington, Kennewick, Washington, and Mountlake Terrace, Washington,
respectively (the "Business");
and

     

    WHEREAS
Gullwing owns the Real Property (as defined in Exhibit A) located in
the cities of Pasco, Washington and Kennewick, Washington, as more particularly
described in Exhibit
B; and

     

    WHEREAS,
Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires
to purchase and acquire from Seller, substantially all of the assets of Seller
utilized in the Business, including the Real Property, all on the terms set
forth herein;

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    ARTICLE
I.

     

    SALE
OF ASSETS; CLOSING

     

    1.01
Assets.

     

    (a) Assets Transferred.
On the terms and subject to the conditions set forth in this Agreement, on the
Closing Date Seller will sell, transfer, convey, assign and deliver to
Purchaser, all right, title and interest in, to and under all of the assets,
properties, rights, claims and operations of Seller of every kind and
description (other than the Excluded Assets (defined in Subsection 1.01(b)
below)) used in the operation of the Business, wherever located, whether
tangible or intangible, real, personal or mixed, whether or not appearing on the
books and records of Seller (collectively, the “Assets”).  The
Assets shall be transferred to Purchaser free and clear of all Liens other than
the Permitted Liens.  The Assets include but are not limited to the
following:

     

    (i) all
inventories of Seller, including, without limitation, all liquor, wine, beer,
food, supplies, packaging materials, spare parts and similar items (the “Inventory”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (ii) all
other tangible personal property and interests of Seller utilized in or in any
way relating to the Business or located on the Real Property including, without
limitation, computers and integrated computer systems, other electronic data
processing hardware, display terminals, printers, and related computer equipment
and accessories; all software designed for use on the computers and electronic
data processing hardware described above including all operating system
software, utilities and application programs in any form (source code and object
code in magnetic tape, disk or hard copy format or any other listings
whatsoever) to the extent assignable (collectively “Software”); office,
casino, restaurant and bar equipment; gaming tables, gaming chips and gaming
paraphernalia, player-tracking systems, counting equipment and gauge systems;
video cameras, recording devices and security surveillance equipment; machinery,
equipment, tools and tooling (including expendable tooling), furniture,
fixtures, leasehold improvements and motor vehicles (including passenger motor
coaches and passenger shuttles), point of sale equipment, signs and signage,
uniforms, laundry and linens, silverware, glassware, chinaware, pots, pans and
utensils and merchandise (collectively, the "Tangible Personal
Property");

     

    (iii) all
right, title and interest of Seller in all of the real property owned, leased or
otherwise used in any manner by Seller relating to the Business, including,
without limitation, the Real Property;

     

    (iv) all
Contracts described in Section 2.17(a) of the Disclosure Schedule, with the
exception of the Terminated Contracts (defined in Section 4.07(b) below) and
except as otherwise specified in Section 2.17(a) of the Disclosure Schedule (the
“Assumed
Contracts”);

     

    (v) all
intangible personal property (other than the Intellectual Property) of Seller or
rights thereto used in connection with the Business, including without
limitation, customer and supplier lists, phone numbers, facsimile numbers,
e-mail addresses, domain names and other documentation with respect thereto, all
goodwill relating to the Business (“Intangible Personal
Property”);

     

    (vi) all
Intellectual Property;

     

    (vii) to
the extent their transfer is permitted under applicable Laws, all Licenses
(including applications therefor) utilized in the conduct of the Business;
and

     

    (viii)
originals or copies of all material books and records currently used or held for
use in the conduct of the Business or otherwise relating to the Assets,
including originals (to the extent available and, if not available, copies or if
none, reasonably complete and accurate written descriptions) of all Assumed
Contracts, records (including unexpired warranties) evidencing or relating to
the Assets, all business plans, marketing and promotional materials, all policy
and procedure manuals and employee handbooks.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Excluded
Assets.  Notwithstanding anything in this Agreement to the
contrary, the following assets of Seller (the "Excluded Assets")
shall be excluded from and shall not constitute Assets:

     

    (i) all
cash, including without limitation cash held in the casino cages, in bank
accounts of Seller, ATMs and other cash on hand;

     

    (ii) all
outstanding amounts related to credit card and debit card charges by customers
and checks (including NSF checks) payable to Seller for transactions conducted
through the close of business on the day before the Closing Date in connection
with the Business;

     

    (iii)
Software for which Seller does not have an assignable license, as listed in
Section 1.01(b)(iii) of the Disclosure Schedule;

     

    (iv) all
prepaid expenses relating to the Business, as listed in Section 1.01(b)(iv) of
the Disclosure Schedule;

     

    (v) all
security deposits deposited by or on behalf of Seller as lessee or sublessee or
otherwise under those Assumed Contracts specifically identified in Section
1.01(b)(v) of the Disclosure Schedule;

     

    (vi) all
assets owned or held by any Benefit Plans;

     

    (vii) a
mounted fish from the office of Carl Jacobson;

     

    (viii) a
moose head located at the Crazy Moose Casino (Pasco) (which is not owned by the
Seller);

     

    (ix) the
minute books, equity transfer books and corporate seal of Seller;

     

    (x) the
Seller’s life insurance policies with respect to the Equity Owners;

     

    (xi) the
Terminated Contracts; and

     

    (xii) any
refunds relating to the Regular Member Retrospective Rating Group Participation
Contract between Seller and the Washington Restaurant Association.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.02
Assumption of Certain
Liabilities.

     

    (a) In
connection with the sale, transfer, conveyance, assignment and delivery of the
Assets pursuant to this Agreement, on the terms and subject to the conditions
set forth in this Agreement, Purchaser shall assume and become responsible for,
from and after the Closing, only the following obligations or liabilities (the
“Assumed
Liabilities”): (i) those obligations or liabilities arising under any
Assumed Contract that accrue and are required to be performed from and after the
Closing; (ii) the following promotional liabilities of Seller (the “Promotional
Liabilities”): (A) any and all complimentaries or jackpot liabilities of
Seller, (B) mailings and “match the deal” promotions, pull tab “carry out games”
and (C) “two for one” dining coupons and dining gift certificates, all as more
particularly described in Section 1.02(a)(ii) of the Disclosure Schedule, in an
aggregate amount not to exceed $30,000.00; (iii) the accrued vacation pay and
sick leave with respect to Employees of Seller who accept employment with
Purchaser as of the Closing Date, as set forth in Section 1.02(a)(iii) of the
Disclosure Schedule and (iv) those Liens described on Section 1.02(a)(iv) of the
Disclosure Schedule.

     

    (b)
Purchaser shall not assume or otherwise become responsible for, and Seller shall
remain liable for and discharge when due, all liabilities or obligations
(whether known or unknown, absolute or contingent, liquidated or unliquidated,
due or to become due; and whether claims with respect thereto are asserted
before or after the Closing) of Seller that are not Assumed Liabilities
(collectively, “Retained
Liabilities”).  In furtherance and not in limitation of the
foregoing, within ten (10) days following the Closing Date, Seller shall file or
caused to be filed all Washington state Tax Returns required to be filed in
connection with the Business, pay all Taxes required to be paid in connection
therewith, and promptly thereafter furnish Purchaser with copies of such Tax
Returns, together with evidence of filing the same and payment of Taxes due
thereunder; provided that notwithstanding the above, all Transfer Taxes shall be
paid as set forth in Section 1.08 hereof.  It is expressly understood
and agreed by Seller that Purchaser shall not assume any liability or obligation
and shall have no liability or obligation to any third party except as expressly
provided in this Agreement.

     

    1.03
Deposit; Purchase
Price; Closing Payment; Promissory Note and Security
Agreement.

     

    (a) Deposit.  Immediately
upon the execution of this Agreement, Purchaser shall deliver $500,000 (the
“Deposit”) in
cash to Chicago Title Insurance Company (the “Escrow
Agent”).  The Escrow Agent shall continue to hold the Deposit
and shall invest such funds pursuant to the terms of the Escrow Agreement being
executed and delivered concurrently herewith (“Escrow Agreement”)
among Purchaser, Seller and the Escrow Agent.  The Deposit, together
with any and all interest earned thereon, shall be held and disbursed by the
Escrow Agent in accordance with the terms of the Escrow Agreement and will be
paid to Purchaser or Seller in accordance with the terms of the Escrow Agreement
and this Section 1.03.  If the Closing occurs, the Deposit, together
with any and all interest earned thereon, shall be payable to Seller at
Closing.  If the Closing does not occur, the Deposit, together with
any and all interest earned thereon, shall be payable to:

     

    (i)
Purchaser, if (i) this Agreement is terminated by Purchaser as a result of
Seller’s Material Breach or (ii) this Agreement is terminated solely in the
event that (A) Purchaser, despite its commercially reasonable efforts, is unable
to obtain its liquor license or gaming license to operate the Business in the
State of Washington on or before Closing, or (B) a Material Adverse Change
(calculated solely at the end of each calendar month prior to Closing) occurred
on or before Closing; provided, however, that, in the event that the Closing
does not occur pursuant to the reasons set forth in subsection (a)(ii)(A) above,
a portion of the Deposit equal to the attorney’s fees and costs of Seller, not
to exceed an aggregate amount of $50,000, shall be immediately paid to Seller
upon Purchaser’s receipt of proper documentation evidencing such costs and fees;
or

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (ii)
Seller in all other circumstances.

     

    (b) Purchase Price. The
aggregate purchase price for the Assets and the covenant of Seller and the
Equity Owners contained in Section 4.09 (the “Purchase Price”)
shall be an amount equal to $15,750,000, payable as set forth in Section 1.03(c)
and Section 1.03(d) below.

     

    (c) Closing
Payment.  At Closing, Purchaser shall pay to Seller by wire
transfer to an account or accounts designated in writing by Sellers at least
five Business Days prior to the Closing an amount equal to $11,750,000 less the Deposit,
together with all accrued interest thereon (which Deposit shall be applied
against the Purchase Price and credited to Purchaser at Closing) less the Payoff
Amounts (as defined in Section 6.12) to be paid by Purchaser to creditors of
Seller in order to fully satisfy, release and discharge the Monetary Liens in
accordance with the conditions of Section 6.12 of this Agreement (the “Cash Closing
Payment”).  The Cash Closing Payment shall be adjusted by the
net amount of prorations made at Closing pursuant to Section 1.09.

     

    (d) Promissory Note and Security
Agreement.  At Closing, Purchaser shall issue to Seller a
promissory note made to the order of a Seller or promissory notes made to the
order of each Seller (apportioning the principal balance thereof as directed in
writing by Seller), in the form annexed hereto as Exhibit C (the “Promissory Note”), in
the original principal amount of $4,000,000.  Obligations of Purchaser
under the Promissory Note shall be secured by, among other things, a first lien
on the Assets purchased by Purchaser at Closing pursuant to a security agreement
in the form annexed hereto as Exhibit D-1 (the
“Security
Agreement”) and a deed of trust with assignment of rents and security
agreement in the form annexed hereto as Exhibit D-2 (“Deed of
Trust”).  The obligations owing under the Promissory Note shall
be guarantied by Nevada Gold & Casinos, Inc. pursuant to a guaranty in the
form annexed hereto as Exhibit D-3 (“Guaranty”). The
Promissory Note, the Security Agreement, the Deed of Trust and the Guaranty
shall collectively be referred to herein as the “Seller Finance
Documents.”

     

    1.04
Closing;
Deliveries.

     

    (a) The
Closing shall take place at the offices of Chicago Title Insurance Company, 4717
S. 19th St.,
Ste. 201, Tacoma, WA 98405, or at such other place as Purchaser and Sellers
mutually agree, at 10:00 A.M. local time, which Closing is anticipated to occur
on or before June 1, 2009 (the “Closing Date”),
subject to the satisfaction (or waiver) of all conditions to each party’s
obligation to close under this Agreement by the obligated party; provided,
however, for all purposes the Closing shall be deemed to have occurred as of
12:01 A.M. local time on the Closing Date.  The Closing may take place
by delivery of the documents (executed by all of the parties, as applicable) at
Closing by facsimile transmission, email in locked or unmodified pdf format or
courier service and payment of the Cash Closing Payment by wire
transfer.

     

    
      
        
        

      

      
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    (b) At
Closing, Seller will deliver, or cause to be delivered to Purchaser, the
following: (i) a Bill of Sale, Assignment and Assumption Agreement,
substantially in the form of Exhibit E hereto (the
“Bill of
Sale”), (ii) an Assignment and Assumption of Lease, substantially in the
form of Exhibit
F hereto (the “Assignment of
Lease”), (iii) for each parcel of Real Property, a special warranty deed
substantially in the form of Exhibit G hereto (the
“Deed”), (iv)
an Owner’s Affidavit of Title for each parcel of Real Property, (v) a
“non-foreign person” affidavit for each parcel of Real Property, (vi) a
certificate of occupancy or other transfer approval, to the extent required by
any governmental entity having jurisdiction over each parcel of Real Property,
(vii) all keys relating to the Real Property, (viii) the Officer’s Certificate
of Seller, (ix) the Secretary’s Certificate of Seller, (x) a certificate of name
change (and other appropriate documentation) to change the corporate or company
name of Seller, which certificate shall be filed with the Secretary of State of
Washington (or other appropriate governing body) on the Closing Date, (xi)
evidence that Crazy Moose Casino III, Inc., a Washington corporation, has been
dissolved or changed its name to a name that Seller would not be prohibited from
using under Section 4.12 of this Agreement, (xii) a real estate excise tax
affidavit with respect to the Real Property, (xiii) a list of all Promotional
Liabilities, certified by Seller as true and correct as of the Closing Date,
(xiv) a list of all Employees who have been terminated at each applicable
Business within ninety (90) days prior to the Closing Date, certified by Seller
as true and correct as of the Closing Date, (xv) a list of COBRA Recipients as
of the date immediately prior to the Closing, certified by Seller as true and
correct as of the Closing Date, together with any additional information
regarding COBRA Recipients requested by Purchaser, and (xvi) all other
documents, instruments, consents and writings which are required to be delivered
by Seller at the Closing pursuant to this Agreement.

     

    (c) At
Closing, Purchaser will deliver, or cause to be delivered to Seller, the
following: (i) the Cash Closing Payment, (ii) the Deposit and all interest
thereon, (iii) the Promissory Note, (iv) the Bill of Sale, (v) the Assumption
Agreement, (vi) the Security Agreement, (vii) the Deed of Trust, (viii) a UCC-1
financing statement naming Seller as secured party covering the assets described
in the Security Agreement, (ix) the Officer’s Certificate of Purchaser, (x) the
Secretary’s Certificate of Purchaser, (xi) a fully-executed excise tax
affidavit, (xii) a resale certificate regarding the portion of the Assets
comprised of inventory, (xiii) a lender’s policy of title insurance insuring the
lien of the Deed of Trust against the Real Property in an amount equal to 110%
of the tax assessed value of the Real Property, (xiv)
the Guaranty and (xv) all other documents, instruments, consents and writings
which are required to be delivered by Purchaser at the Closing pursuant to this
Agreement.

     

    (d) At
Closing, (i) Seller shall pay, or cause to be paid, to Escrow Agent one-half of
all fees and costs of the Escrow Agent, plus the costs of recording the Deed
plus the Excise Tax pursuant to the provisions of Section 1.08 and (ii)
Purchaser shall pay, or cause to be paid, to Escrow Agent one half of all fees
and costs of the Escrow Agent plus the Sales Tax pursuant to the provisions of
Section 1.08.

     

    
      
        
        

      

      
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    1.05
Further Assurances;
Post Closing Cooperation.

     

    (a) At
any time or from time to time after the Closing, at Purchaser's request and
without further consideration, Seller shall execute and deliver to Purchaser
such other instruments of sale, transfer, conveyance, assignment and
confirmation, provide such materials and information and take such other actions
as Purchaser may reasonably deem necessary or desirable in order to transfer,
convey and assign to Purchaser, and to confirm Purchaser's title to, all of the
Assets, and, to the full extent permitted by Law, to put Purchaser in actual
possession and operating control of the Business and the Assets (as contemplated
herein and to the extent consistent with this Agreement and the Operative
Agreements).

     

    (b) At
any time or from time to time after the Closing, at Seller’s request and without
further consideration, Purchaser shall execute and deliver to Seller such other
instruments, documents and other agreements as required under the Seller Finance
Documents.

     

    (c)
Following the Closing, any amounts received by or delivered to Seller on account
of an Asset shall be remitted to Purchaser and any amounts received by or
delivered to Purchaser on account of an Excluded Asset shall be remitted to
Seller.

     

    (d)
Following the Closing, Purchaser will afford Seller, its counsel and its
accountants, during normal business hours and upon reasonable advance notice,
reasonable access to the books and records and other data relating to the
Business in its possession with respect to periods prior to the Closing and the
right to make copies and extracts therefrom, to the extent that such access may
be reasonably required by the requesting party in connection with the
preparation of Tax Returns, and compliance with the requirements of any
Governmental or Regulatory Authority.  Further, Purchaser agrees for a
period of two (2) years after the Closing Date not to destroy or otherwise
dispose of any such books, records and other data unless Purchaser shall first
offer in writing to surrender such books, records and other data to Seller and
Seller shall not agree in writing to take possession thereof during the thirty
(30) day period after such offer is made.

     

    (e) Any
information obtained by Seller in accordance with this Section 1.05 shall be
held confidential by Seller in accordance with and subject to Section
12.06.  Notwithstanding anything to the contrary contained in this
Section, if the parties are in an adversarial relationship in litigation or
arbitration, the furnishing of information, documents or records in accordance
with this Section shall be subject to applicable rules relating to
discovery.

     

    1.06
Third Party
Consents. To the
extent that any Assumed Contract is not assignable without the consent of
another party, this Agreement shall not constitute an assignment or an attempted
assignment thereof if such assignment or attempted assignment would constitute a
breach thereof or a default thereunder.  Purchaser and Seller shall
use commercially reasonable efforts to obtain the consent of such other party to
the assignment of any such Assumed Contract to Purchaser in all cases in which
such consent is or may be required for such assignment or, in the alternative, a
replacement contract.  If any such consent or replacement contract
shall not be obtained, Seller shall cooperate with Purchaser in any reasonable
arrangement designed to provide for Purchaser the benefits intended to be
assigned to Purchaser under the relevant Assumed Contract, including enforcement
of any and all rights of Seller against the other party thereto arising out of
the breach or cancellation thereof by such other party or
otherwise.  If and to the extent that such arrangement cannot be made
to the satisfaction of Seller and Purchaser, Purchaser may, at its option,
either (i) waive the conditions to closing set forth in Section 6.07 and proceed
to consummate the transactions contemplated by this Agreement or (ii)(A) if the
Assumed Contract at issue is the Crazy Moose II Lease, the lease for the parking
facility located at 420 South 20th Avenue,
Pasco, Washington (the “Parking Facility
Lease”), or the agreements for the card shufflers listed in Section
2.17(a) of the Disclosure Schedule (the “Card Shuffler
Agreements”)(solely in the event that the card shufflers described
therein have not been purchased by Seller prior to Closing and included within
the Assets) or (B) in the event that in excess of 10% of the Table Game Licenses
are not assigned to Purchaser or replaced with new and substantially similar
contracts by Closing, elect not to consummate the transactions contemplated by
this Agreement in accordance with Section 6.07 as a result of Seller’s failure
to fulfill the closing condition; provided, however, if Purchaser elects to
consummate the transaction under clause (i) above, Purchaser shall indemnify and
hold Seller harmless from any and all Losses resulting from the failure to
obtain such consent.

     

    
      
        
        

      

      
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    1.07
Governmental and
Regulatory Authority Consents.

     

    (a)
Seller shall use commercially reasonable efforts to obtain all Governmental and
Regulatory Authority consents or waivers necessary for Seller to undertake the
transactions contemplated hereby or by the Operative Agreements.  The
provisions of this Section 1.07(a) shall not affect the right of Seller not to
consummate the transactions contemplated by this Agreement if the conditions
contained in Section 7.06 have not been fulfilled.

     

    (b)
Purchaser shall use commercially reasonable efforts to obtain all Governmental
and Regulatory Authority consents or waivers necessary for Purchaser to
undertake the transactions contemplated hereby or by the Operative
Agreements.  The provisions of this Section 1.07(b) shall not affect
the right of Purchaser not to consummate the transactions contemplated by this
Agreement if the conditions contained in Section 6.05 have not been
fulfilled.

     

    1.08
Transfer
Taxes.  Seller
shall be responsible for all sales, use, transfer, recording, gains and other
similar taxes and fees or liability for such taxes or fees arising out of or in
connection with the sale and transfer of the Real Property to the Purchaser
under this Agreement, including without limitation, the Washington Real Estate
Excise Tax (collectively, the “Excise
Tax”).  Purchaser shall be responsible for all sales, transfer,
recording, gains, and other similar taxes and fees or liability for such taxes
or fees arising out of or in connection with the sale of all Assets other than
the Real Property under this Agreement (the “Sales Tax” and,
together with the Excise Tax, the “Transfer
Taxes”).  For purposes of calculating the Transfer Taxes and
otherwise, the parties hereto agree to value the Real Property at its tax
assessed value of $1,536,080.00 and the Tangible Personal Property constituting
equipment at $300,000.00.  The parties hereto shall cooperate and
provide promptly all documents and other materials, including copies of all Tax
Returns, if necessary, required to be filed with respect to the payment of the
Excise Tax or the Sales Tax, as applicable.

     

    
      
        
        

      

      
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    1.09
Prorations.  All
prorations will be made as of the Closing Date on the basis of the actual days
of the month in which the Closing Date occurs.  Seller will be liable
for the following expenses relating to the Assets for the period prior to the
Closing Date and Purchaser will be liable for such expenses for the period from
and after the Closing Date.  If any expenses are not determinable on
the Closing Date, Seller and Purchaser will make any final adjustments as and
when the actual bills therefor are issued to the appropriate
party.  The party owing amounts to the other under this Section 1.09
shall pay the same within thirty (30) days following the determination of such
amounts.  The following expenses shall be prorated:

     

    (a) Taxes.  Real
property taxes and assessments on the Real Property will be prorated as of the
Closing Date for the current fiscal year based on the most current official real
property tax information available from the office of the county assessor or
other assessing authorities for the county in which the Real Property is
located.

     

    (b) Utility Costs and
Deposits.  To the extent applicable, Seller will notify all
water, gas, electric and other utility companies servicing the Real Property
(collectively, "Utility Companies")
of the sale of the Real Property to Purchaser and will request that all Utility
Companies send Seller a final bill for the period ending on the last day prior
to the Closing Date.  Purchaser will notify all Utility Companies
servicing the Real Property that as of the Closing Date, Purchaser will own the
Real Property and that all utility bills for the period commencing on the
Closing Date are to be sent to Purchaser.  If any of the Utility
Companies sends Seller or Purchaser a bill for a period during which the Closing
occurs, Purchaser and Seller will prorate such bills.  In connection
with such proration, it will be presumed that utility charges were uniformly
incurred during the billing period.

     

    (c) Rents.  Rents,
additional rents and other items payable by Seller under any lease constituting
an Assumed Contract, including, without limitation, any equipment lease, shall
be prorated.

     

    ARICLE
II.

     

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller,
jointly and severally, hereby represent and warrant to Purchaser as
follows:

     

    2.01
Organization of
Seller.  Seller
is a corporation or limited liability company, as applicable, duly organized,
and validly existing and authorized to transact business under the laws of the
State of Washington.  Each Seller has full corporate or company power
and authority to conduct the Business as and to the extent now conducted by it
and has full corporate or company power, as applicable, to own the Real Property
and to own, use and lease the Assets.  Seller does not own any
subsidiaries and has not, during the two-year period preceding the date of this
Agreement, conducted business under any alternate name, fictitious name or
tradename.  Neither the Assets nor the conduct of the Business
requires Seller to be qualified to conduct business under the laws of any
jurisdiction other than the state of Washington.

     

    
      
        
        

      

      
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    2.02
Authority.  Seller
has full corporate or company power and authority, as applicable, to execute and
deliver this Agreement and the Operative Agreements to which it is a party and
to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby, including without limitation, to
sell and transfer the Assets.  The execution and delivery by Seller of
this Agreement and the Operative Agreements to which it is a party, and the
performance by Seller of its obligations hereunder and thereunder, have been
duly and validly authorized by the Board of Directors or Managers, as
applicable, and Equity Owners of Seller and no other corporate or company action
on the part of Seller is necessary.  The Equity Owners, who
collectively own 100% of the equity interests in Seller, are Robert Mitchell,
Stephen Bowman and Carl Jacobson.  This Agreement has been duly and
validly executed and delivered by Seller and constitutes, and upon the execution
and delivery by Seller of the Operative Agreements to which it is a party, such
Operative Agreements will constitute, legal, valid and binding obligations of
Seller enforceable against it in accordance with their terms.

     

    2.03
No
Conflicts.  The
execution and delivery by Seller of this Agreement does not, and the execution
and delivery by Seller of the Operative Agreements to which it is a party and
the performance by Seller of its obligations under this Agreement and such
Operative Agreements will not:

     

    (a)
conflict with or result in a violation or breach of any of the terms, conditions
or provisions of the articles of incorporation, by-laws, shareholders agreement,
certificate of formation or operating agreement (or other comparable governance
documents) of Seller;

     

    (b)
conflict with or result in a violation or breach of any term or provision of any
Law or Order applicable to Seller or any of the Assets which could have a
Material Adverse Effect; or

     

    (c)
Except as disclosed in Section 2.03(c) of the Disclosure Schedule (i) conflict
with or result in a violation or breach of, (ii) constitute (with or without
notice or lapse of time or both) a default under, (iii) require Seller to obtain
any consent, approval or action of, make any filing with or give any notice to
any Person as a result or under the terms of, or (iv) result in the creation or
imposition of any Lien upon Seller or any of the Assets under, any Assumed
Contract or License to which Seller is a party or by which Seller or any of the
Assets are bound or with respect to any of Seller’s Intellectual
Property.

     

    2.04
Governmental Approvals
and Filings\.  Except
as disclosed in Section 2.04 of the Disclosure Schedule, no consent, approval or
action of, filing with or notice to any Governmental or Regulatory Authority on
the part of Seller is required in connection with the execution, delivery and
performance by Seller of this Agreement or any of the Operative Agreements to
which Seller is a party or the consummation of the transactions contemplated
hereby or thereby.

     

    2.05
Books and
Records.  Except
as disclosed in Section 2.05 of the Disclosure Schedule, none of the books and
records of Seller is recorded, stored, maintained, operated or otherwise wholly
or partly dependent upon or held by any means (including any electronic,
mechanical or photographic process, whether computerized or not) which
(including all means of access thereto and therefrom) are not under the
exclusive ownership and direct control of  Seller.

     

    
      
        
        

      

      
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    2.06
Financial
Statements.

     

    (a)
Seller has delivered to Purchaser true and complete copies of (i) the audited
balance sheets of Crazy Moose and Crazy Moose II as of December 31, 2006 and
December 31, 2007 and the related audited statements of income and statements of
cash flows, including the notes thereto, for the fiscal years then ended, (ii)
the balance sheets of Coyote Bob’s as of December 31, 2006 and December 31, 2007
and the related statements of income and statements of cash flows, including the
notes thereto, for the fiscal years then ended, which were reviewed by Seller’s
independent accountants for 2006 and audited for 2007, (iii) the unaudited
balance sheets of each Seller as of December 31, 2008 (the “Most Recent Balance Sheet
Date”) and the related unaudited statements of income for the fiscal year
then ended and (iv) the unaudited balance sheets of each Seller as of January
31, 2009 and the related unaudited statements of income for the one-month period
then ended (the “January 2009 Financial
Statements”).  The unaudited balance sheets of each Seller as
of December 31, 2008 are collectively referred to herein as the “Most Recent Balance
Sheet” and, together with the related unaudited statements of income of
each Seller for the 12-month period ending December 31, 2008, as the “Most Recent Financial
Statements”.  The audited financial statements of each Seller
described in clauses (i) and (ii) shall be referred to herein collectively as
the “Audited Financial
Statements”.  The Audited Financial Statements, the Most Recent
Financial Statements and the January 2009 Financial Statements shall be
collectively referred to herein as the “Financial
Statements”.

     

    (b)
Attached to Section 2.06(b) of the Disclosure Schedule is a correct and complete
copy of each of the Audited Financial Statements.  The Audited
Financial Statements (i) were prepared on a consistent basis in accordance with
GAAP, (ii) fairly present the financial condition and results of operations of
Seller as at the respective dates thereof and for the respective periods covered
thereby and (iii) were prepared from books and records regularly maintained by
management of Seller.

     

    (c)
Attached to Section 2.06(c) of the Disclosure Schedule is a correct and complete
copy of the Most Recent Financial Statements.  The Most Recent
Financial Statements (i) were prepared by management of Seller on a consistent
basis in accordance with GAAP, except for normal year-end adjustments and the
absence of notes and except as otherwise specified in Section 2.06(c) of the
Disclosure Schedule, (ii) fairly present the financial condition and results of
operations of Seller as at, and for the 12-month period ending, December 31,
2008, and (iii) were prepared from books and records regularly maintained by
management of Seller and used to prepare the financial statements of
Seller.

     

    (d)
Attached to Section 2.06(d) of the Disclosure Schedule is a correct and complete
copy of the January 2009 Financial Statements.  The January 2009
Financial Statements (i) were prepared by management of Seller on a consistent
basis in accordance with GAAP, except for normal year-end adjustments and the
absence of notes and except as otherwise specified in Section 2.06(d) of the
Disclosure Schedule, (ii) fairly present the financial condition and results of
operations of Seller as at, and for the 1-month period ending, January 31, 2009,
and (iii) were prepared from books and records regularly maintained by
management of Seller and used to prepare the financial statements of
Seller.

     

    
      
        
        

      

      
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    (e)
Except as otherwise specified in Section 2.06(e) of the Disclosure Schedule,
Seller has maintained its books and records in a manner sufficient to permit the
preparation of financial statements in accordance with GAAP.

     

    2.07
Absence of
Changes.  Except
as disclosed in Section 2.07 of the Disclosure Schedule, since the Most Recent
Balance Sheet Date there has not been any material adverse change, or any event
or development which, individually or together with other such events, could
reasonably be expected to result in a material and adverse change in the
condition (financial or otherwise), results of operations, assets, liabilities,
properties or prospects of Seller.  Without limiting the foregoing,
except as disclosed in Section 2.07 of the Disclosure Schedule, since the Most
Recent Balance Sheet Date there has not occurred any of the
following:

     

    (i) (A)
any increase in the salary, wages or other compensation of any employee whose
annual salary is $50,000 or more or (B) any establishment or modification of, or
any increase in the compensation or benefits under, any Benefit Plan or
employment related Contract, except to the extent required by applicable
Law;

     

    (ii)
except in the ordinary course of business (A) incurrence by Seller of
Indebtedness with respect to the conduct of the Business or (B) any voluntary
cancellation, prepayment or complete or partial discharge in advance of a
scheduled payment date with respect to, or waiver of any right of Seller under,
any Indebtedness of or owing to Seller;

     

    (iii) any
physical damage, destruction or other casualty loss (whether or not covered by
insurance) affecting any of the real or personal property or equipment of Seller
in an aggregate amount exceeding $10,000;

     

    (iv) any
material change in (A) any investment, accounting, financial reporting,
inventory, credit, allowance or Tax practice or policy of Seller or (B) any
method of calculating any bad debt, contingency or other reserve of Seller for
accounting, financial reporting or Tax purposes;

     

    (v) (A)
any acquisition or disposition of any assets used or held for use in the conduct
of the Business, other than the sale of Inventory in the ordinary course of
business consistent with past practice and other acquisitions or dispositions
not exceeding in either case $25,000 in the aggregate or (B) any creation or
incurrence of a Lien on any such assets;

     

    (vi) any
entering into, amendment, modification, termination (partial or complete) or
granting of a waiver under or giving any consent with respect to (A) the Crazy
Moose II Lease, the Parking Facility Lease or the Card Shuffler Lease (solely in
the event that the card shufflers described therein have not been purchased by
Seller prior to Closing and included within the Assets), or (B) any other
Contract which is required (or had it been in effect on the date hereof would
have been required) to be disclosed in Section 2.17(a) of the Disclosure
Schedule (with the exception of the Terminated Contracts) without providing
prior notice to the Purchaser or (C) any License disclosed in Section 2.18 of
the Disclosure Schedule;

     

    
      
        
        

      

      
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    (vii) any
transaction involving the Business with any officer, director or Affiliate of
Seller;

     

    (viii)
any strikes or labor difficulties or any layoffs or reductions in work force,
except for retirement of employees in the ordinary course of
business;

     

    (ix) any
other transactions in the aggregate amount of more than $25,000 directly
involving, or directly affecting, the Business or the Assets outside the
ordinary course of business; or

     

    (x)
Seller becoming bound by any commitment or agreement, whether oral or in
writing, to do any of the things described in clauses (i) through (ix)
above.

     

    2.08
No Undisclosed
Liabilities.  Section
2.08 of the Disclosure Schedule contains a correct and complete list of all
Liabilities of Seller not reflected or reserved against in the Most Recent
Balance Sheet, including, without limitation, the Promotional
Liabilities.  Except as reflected or reserved against in the Most
Recent Balance Sheet or otherwise listed on Section 2.08 of the Disclosure
Schedule, there are no Liabilities against, relating to or affecting the
Business or any of the Assets, other than Liabilities incurred in the ordinary
course of business consistent with past practice and which, individually or in
the aggregate, could have a Material Adverse Effect.

     

    2.09
Legal
Proceedings.

     

    (a) There
are no (x) Actions or Proceedings pending or, to the Knowledge of the Seller
threatened against, relating to or affecting Seller or any of its assets which
(i) could result in the issuance of an Order restraining, enjoining or otherwise
prohibiting or making illegal the consummation of any of the transactions
contemplated by this Agreement or any of the Operative Agreements or otherwise
result in a material diminution to Purchaser of the benefits contemplated by
this Agreement or any of the Operative Agreements, or (ii) if determined
adversely to Seller, could reasonably be expected to result in an injunction or
other equitable relief that would interfere in any material respect with the
Business or the ability of Seller to fully perform all of its obligations under
the Operative Agreements to which it is a party;

     

    (b) there
are no facts or circumstances Known to Seller that could reasonably be expected
to give rise to any Action or Proceeding that would be required to be disclosed
pursuant to clause (a) above; and

     

    (c) there
are no Orders outstanding against Seller with respect to the
Business.

     

    2.10
Compliance With Laws
and Orders.  During
the two-year period preceding the date of this Agreement, Seller has not
received any notice that it is or was in violation of or in default under any
Law or Order applicable to the Business or the Assets and there are no pending
or threatened claims relating to the Business by any Governmental Regulatory
Authority.  Seller has previously delivered to Purchaser copies (if
any) of all correspondence from each Governmental Regulatory Authority relating
to any sanctions, violations, fines, penalties or disciplinary actions imposed
on or against Seller during the two-year period preceding the date of this
Agreement.

     

    
      
        
        

      

      
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    2.11
Benefit Plans;
ERISA.

     

    (a)
Section 2.11(a) of the Disclosure Schedule (i) contains a true and complete list
of each of the Benefit Plans, (ii) identifies each of the Benefit Plans that is
a Qualified Plan, (iii) identifies each Benefit Plan and each other Plan
maintained, established, sponsored or contributed to by Seller which at any time
during the two-year period preceding the date of this Agreement was a Defined
Benefit Plan, and (iv) lists, describes and identifies each other Plan
maintained, established, sponsored or contributed to by Seller during the
two-year period preceding the date of this Agreement.  Except for the
Plans and Benefit Plans set forth in Section 2.11(a) of the Disclosure Schedule,
Seller has not within the last two years maintained, sponsored, adopted, made
contributions to, or obligated itself to make contributions to or to pay any
benefits or grant rights under or with respect to any Plan or Benefit
Plan.  Within the last two years, Seller has not scheduled or agreed
upon future increases of benefit levels (or creation of new benefits) with
respect to any Benefit Plan, and no such increases or creation of benefits have
been proposed, made the subject of representations to Employees or requested or
demanded by Employees under circumstances which make it reasonable to expect
that such increases will be granted.  As of the date of this
Agreement, except for non-material pay advances to Employees, no loan is
outstanding between Seller and any employee.

     

    (b)
Seller does not maintain, nor is it obligated to provide benefits under, any
life, medical or health plan (other than as an incidental benefit under a
Qualified Plan) which provides benefits to retired or other terminated employees
other than benefit continuation rights under the Consolidated Omnibus Budget
Reconciliation of 1985, as amended ("COBRA").

     

    (c)
Seller is not in payment default or in material default in the performance of
any of its other contractual obligations under any of the Benefit Plans or Plans
nor any related trust agreement or insurance contract. All contributions and
other payments required to be made by Seller to any Benefit Plan or Plan with
respect to any period ending on or before the Closing Date have been made or
reserves adequate for such contributions or other payments have been or will be
set aside therefor and have been or will be reflected in the Financial
Statements. There are no material outstanding liabilities of any Benefit Plan or
Plan  other than liabilities for benefits to be paid to participants
in such Benefit Plan or Plan and their beneficiaries in accordance with the
terms of such Benefit Plan or Plan.

     

    (d) No
event has occurred, and there exists no condition or set of circumstances in
connection with any Benefit Plan, under which Seller, directly or indirectly
(through any indemnification agreement or otherwise), could reasonably be
expected to be subject to any risk of liability under Section 409 of ERISA,
Section 502(i) of ERISA, Title IV of ERISA or Section 4975 of the
Code.  Seller has not incurred, nor will incur, any liability under
Title IV of ERISA to the PBGC or to a “multiemployer plan” (as defined in
Section 4001(a)(3) of ERISA) with respect to any employee benefit plan sponsored
or contributed to by any member (other than Seller) of a controlled group of
corporations (within the meaning of Section 414(b) of the Code) or a group of
trades or businesses under common control (within the meaning of Section 414(c)
of the Code) which includes Seller. Seller is not, nor has been at any time
since its inception, a “substantial employer” as such term is defined in Section
4001(a)(2) of ERISA with respect to any “multiemployer plan”.

     

    
      
        
        

      

      
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    (e) No
transaction contemplated by this Agreement, including the sale of the Assets,
will result in liability to the PBGC under ERISA.

     

    (f) There
are no actions, suits, or claims (other than routine claims for benefits)
pending, and to the Knowledge of Seller, no such actions, suits, or claims are
threatened and there are no set of facts that would give rise to any such
actions, suits or claims against or relating to any Benefit Plan or the assets
thereof.

     

    (g) No
Qualified Benefit Plan or related trust has had a “reportable event” as such
term is defined in ERISA, nor has any such plan or any “fiduciary” or
“party-in-interest” or “disqualified person” entered into any “prohibited
transaction” as such terms are defined in ERISA or the Code, or breached its
fiduciary obligations.

     

    (h)
Complete and correct copies of the following documents have been furnished to
Purchaser:

     

    (i)
summary of the Benefit Plans and any predecessor plans referred to therein, any
related trust agreements, and service provider agreements, insurance contracts
or agreements with investment managers, including without limitation, all
amendments thereto;

     

    (ii)
current summary Plan descriptions of each Benefit Plan subject to ERISA, and any
similar descriptions of all other Benefit Plans; and

     

    (i)
Seller does not have a Qualified Plan for its Employees which requires the
filing of Form 5500 and the schedules thereto.

     

    2.12
Real
Property.  Section
2.12 of the Disclosure Schedule contains a true and correct list of each parcel
of real property currently leased by Seller and a summary description of the
terms thereof. All such leases (collectively, the “Real Property
Leases”) are in full force and effect without the existence of any
default (or any event which with the giving of notice or passage of time would
constitute a default) on the part of Seller, or to the Knowledge of Seller, the
lessor thereunder.  All of the Real Property owned by Seller is listed
on Exhibit B
attached hereto.  With respect to the Real Property:

     

    (i)
Gullwing owns the Real Property free and clear of all Liens, other than (A) the
Permitted Liens, and (B) the lien in favor of KeyBank National Association
(“KeyBank
Lien”) evidenced by a deed of trust dated September 17, 2001 with respect
to the Real Property located in Pasco, Washington, and the lien in favor of
Sterling Savings Bank (“Sterling Lien”)
evidenced by a deed of trust dated February 24, 2006 with respect to the Real
Property located in Kennewick, Washington, both of which Liens will be released
as of the Closing Date.  Simultaneously with the Closing, Purchaser
shall acquire the Real Property free and clear of all Liens, other than the
Permitted Liens.  During the three-year period preceding the date of
this Agreement, except as set forth in Section 2.12(i) of the Disclosure
Schedule, Gullwing has not received any notices from any insurer or agent
requiring performance of any work with respect to the Real Property or canceling
or threatening to cancel any insurance policy maintained by Gullwing or any
tenant with respect to the Real Property.

     

    
      
        
        

      

      
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    (ii)  Section
2.12 of the Disclosure Schedule contains a list of all Real Property Leases and
Service Contracts.  All of the Leases and Service Contracts are in
full force and effect, and neither Seller nor, to the Knowledge of Seller, any
other party thereunder is in default under any of the Leases or Service
Contracts.  Other than the Leases or Service Contracts, there are no
service contracts, maintenance contracts, management agreements, brokerage
agreements, franchise agreements or other contracts or agreements affecting or
relating to the Real Property that are material to the operation of the
Business.

     

    (iii) The
Real Property and the uses conducted thereon are in compliance with all
applicable federal, state and local laws, ordinances, codes and
regulations.  Seller has not received any written notices from
governmental authorities, and Seller has no Knowledge, of (A) any uncured
violations of any license, permits, laws, ordinances (including without
limitation zoning ordinances), codes (including without limitation building
codes), regulations or other requirements of any governmental authority having
jurisdiction over the Real Property, against, or with respect to, the Real
Property or any part thereof, (B) any order or directive requiring any work of
repair, maintenance or improvement be performed on or with respect to the Real
Property, or (C) any conditions or defects in, on or with respect to the Real
Property which would constitute noncompliance with any applicable law,
ordinance, building code or restriction.

     

    (iv) No
special assessments have been levied or, to the Knowledge of Seller, are
threatened or pending, against all or any part of the Real
Property.

     

    (v) No
material work has been done on the Real Property by or on behalf of Seller
within the past ninety (90) days for which the payment is in default or for
which a lien could be filed.

     

    (vi)
Gullwing is not a “foreign person” within the meaning of Section 1445 of the
Code.

     

    (vii)
Seller has no Knowledge of: (i) the presence of any Hazardous Material at, on,
under and/or affecting the Real Property; (ii) the presence of any underground
or above-ground storage tanks at or under the Real Property; (iii) any spills,
releases, discharges, or disposal of Hazardous Material that have occurred or
are presently occurring on or onto the Real Property; (iv) any spills or
disposal of Hazardous Material that have occurred or are occurring off the Real
Property as a result of any construction on, or operation and use of, the Real
Property; (v) the presence of any PCB transformers serving or stored in the Real
Property; (vi) any other environmental condition or matter which would require
remediation or other corrective action pursuant to any Environmental Laws; or
(vii) any failure to comply with all Environmental Laws applicable to the Real
Property or the uses conducted thereon.  Seller has not used, treated,
stored or disposed of any Hazardous Material at the Real Property in violation
of any Environmental Laws or other applicable governmental requirements and, to
the Seller’s Knowledge, no Hazardous Material has been used, treated, stored or
disposed of at the Real Property in violation of Environmental Laws or any other
applicable governmental requirements.

     

    
      
        
        

      

      
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    (viii) No
person or entity, including without limitation, any tenant under any Lease
affecting the Real Property, has any right of first refusal, right of first
offer or other option to acquire the Real Property or any part thereof or
interest therein.

     

    (ix) Each
parcel of the Real Property constitutes a separate tax lot which is not owned in
common with any other party, and ad valorem real estate taxes have been assessed
against the Real Property as a separate tax lot without regard to property owned
by any other party.

     

    (x) All
certificates, permits and licenses (including without limitation any liquor
licenses) from any governmental authority having jurisdiction over the Real
Property which are necessary to permit the lawful use and operation of the
buildings and improvements on the Real Property as they presently exist, have
been obtained and are in full force and effect, and, to Seller’s Knowledge,
there is no pending threat of modification, cancellation, termination of
expiration of any such certificate, permit, approval or license.  No
buildings or improvements located on the Real Property depend on any dedication,
variance, subdivision, special exception or other special governmental approval
for their continuing legality.  All utilities required for the
operation of the Real Property either enter the Real Property through adjoining
public streets or if they pass through adjoining private land, do so in
accordance with valid public easements or private easements.  All of
said public utilities are installed and operating and all installation and
connection charges have been or will be paid in full prior to the Closing
Date.

     

    (xi)
There is no violation of any restriction, condition or agreement contained in
any instrument affecting the Real Property, and Seller has not received any
notices of default from any third party who shall be benefited by any such
restriction, condition or agreements.  No covenants or restrictions,
easements or other agreements, if any, affecting the Real Property provide for
forfeiture or reverter in the event of violation thereof, nor do they impose any
restriction on alteration or demolition of any improvements constructed on the
Real Property.

     

    2.13
Tangible Personal
Property.  Seller
is in possession of, and has good title to, valid leasehold interests in or
valid rights under applicable Contracts to use, all of the Tangible Personal
Property, which includes all tangible personal property reflected on the Most
Recent Balance Sheet and Tangible Personal Property acquired since the Most
Recent Balance Sheet Date other than Tangible Personal Property disposed of
since such date in the ordinary course of business consistent with past
practice. Section 2.13 of the Disclosure Schedule identifies all material leases
(including capital leases) for Tangible Personal Property (collectively, the
“Personal Property
Leases”), together with a summary description of the terms
thereof.  All Personal Property Leases are in full force and effect
without the existence of any payment default or any other material default (or
any event which with the giving of notice or passage of time would constitute a
default) on the part of Seller, or to the Knowledge of Seller, the lessor
thereunder.  All the Tangible Personal Property is free and clear of
all Liens, except for the Permitted Liens, the KeyBank Lien and the Sterling
Lien (both of which will be discharged as of the Closing Date), and except as
described in Section 2.13 of the Disclosure Schedule, all the Tangible Personal
Property material to the operation of the Business is in good working order and
condition, ordinary wear and tear excepted.  The Tangible Personal
Property constitutes all material personal property necessary for the conduct of
the Business.  All of the Tangible Personal Property is located at the
principal locations of the Business.

     

    
      
        
        

      

      
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    2.14
Intellectual
Property.

     

    (a) To
the Knowledge of Seller, Seller owns all right, title and interest to
(including, without limitation, the exclusive right to use and license the
same), or has the right to use pursuant to a valid license, all Intellectual
Property or Software used in or necessary for the operation of the Business as
presently conducted, free and clear of any Liens and without obligation to pay
any royalty or other fees with respect thereto.  To the Knowledge of
Seller, all of the Intellectual Property is identified in Section 2.14 of the
Disclosure Schedule and constitutes all of the intellectual property necessary
for operation of the Business as presently conducted without liability to third
parties for infringement or violation of any intellectual property rights of
third parties.  Except as disclosed in Section 2.14 of the Disclosure
Schedule, no item constituting part of the Intellectual Property has been
registered with, filed in or issued by, as the case may be, the United States
Patent and Trademark Office, United States Copyright Office or any other
government entities, domestic or foreign, or a duly accredited and appropriate
domain name registrar.  Section 2.14 of the Disclosure Schedule
describes all material license agreements for Intellectual Property that is used
under license in the Business; and no written notice of any default has been
received by Seller under any such license which remains uncured.  Each
such license agreement is a legal, valid and binding obligation of such Seller
and, to the Knowledge of Seller, each of the other parties thereto, enforceable
in accordance with the terms thereof.

     

    (b)
Except as disclosed in Section 2.14 of the Disclosure Schedule, (i) there have
been no pending or, to the Knowledge of Seller, threatened proceedings or
litigation or other claims made against Seller asserting the invalidity, misuse
or unenforceability of any of such Intellectual Property, (ii) Seller has not
received any written notices that the conduct of the Business has infringed,
misappropriated or conflicted with, or infringes, misappropriates or conflicts
with, any intellectual property of other persons or entities, (iii) to the
Knowledge of Seller, the Intellectual Property owned by or licensed to Seller
has not been infringed, misappropriated or conflicted by other persons or
entities, and (iv) none of the Intellectual Property owned by or licensed to
Seller is subject to any outstanding order, decree, judgment, stipulation or
agreement to which Seller is a party or bound restricting the scope or use
thereof by Seller.

     

    (c)
Seller has the legal right to use all third-party Software that is material to
the conduct of the Business, and all such third-party Software is being used by
Seller in compliance, in all respects, with any applicable
licenses.

     

    2.15
Title to
Assets.  Except
as set forth in Section 2.15 of the Disclosure Schedule, Seller has good and
marketable title to the Assets free and clear of all Liens except for the
Permitted Liens.  At the Closing, Purchaser shall acquire good and
marketable title to the Assets free and clear of all Liens except for the
Permitted Liens.

     

    2.16
Taxes.

     

    (a)
Seller has filed or caused to be filed (on a timely basis since December 31,
2005) all Tax Returns that are or were required to be filed by or with respect
to it, either separately or as a member of a group of corporations, pursuant to
applicable Laws. Seller has delivered or made available to Purchaser copies of,
and Section 2.16(a) of the Disclosure Schedule contains a complete and accurate
list of, all such Tax Returns relating to income or franchise taxes filed since
December 31, 2005. Seller has paid, or made provision for the payment of, all
Taxes that have or may have become due pursuant to those Tax Returns or
otherwise, or pursuant to any assessment received by Seller, except such Taxes,
if any, as are listed on Section 2.16(a) of the Disclosure Schedule and are
being contested in good faith and as to which adequate reserves (determined in
accordance with GAAP) have been provided in the Most Recent Balance
Sheet.

     

    
      
        
        

      

      
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    (b)
Section 2.16(b) of the Disclosure Schedule contains a complete and accurate list
of all audits of all such Tax Returns, including a reasonably detailed
description of the nature and outcome of each audit. All deficiencies proposed
as a result of such audits have been paid, reserved against, settled, or, as
described on Section 2.16(b) of the Disclosure Schedule, are being contested in
good faith by appropriate proceedings. Section 2.16(b) of the Disclosure
Schedule describes all adjustments to the United States federal income Tax
Returns filed by Seller or any group of corporations including Seller for all
taxable years since December 31, 2005, and the resulting deficiencies proposed
by the IRS.  Except as described on Section 2.16(b) of the Disclosure
Schedule, Seller has not been given or requested to give waivers or extensions
(or is or would be subject to a waiver or extension given by any other Person)
of any statute of limitations relating to the payment of Taxes of Seller or for
which Seller may be liable.

     

    (c) The
charges, accruals, and reserves with respect to Taxes (including payroll taxes)
on the books of Seller are adequate (determined in accordance with GAAP) and are
at least equal to Seller's liability for the Taxes. There exists no proposed tax
assessment against Seller except as disclosed in the Most Recent Balance Sheet
or on Section 2.16(c) of the Disclosure Schedule.  All Taxes that
Seller is or was required by Laws to withhold or collect (including payroll
taxes) have been duly withheld or collected and, to the extent required, have
been paid to the proper Governmental or Regulatory Authority or other Person or
will be paid when due.

     

    (d) All
Tax Returns filed by Seller are true, correct, and complete.  There is
no tax sharing agreement that will require any payment by Seller after the date
of this Agreement.

     

    2.17
Contracts.

     

    (a)
Section 2.17(a) of the Disclosure Schedule contains a true and complete list of
each of the following Contracts or other arrangements (true and complete copies
or, if none, reasonably complete and accurate written descriptions) of which,
together with all amendments and supplements thereto and all waivers of any
terms thereof, have been delivered to Purchaser to which Seller is a party or by
which Seller or any of the Assets is bound:

     

    (i) (A)
all Contracts (excluding Benefit Plans) providing for a commitment of employment
or consultation services for a specified or unspecified term to, or otherwise
relating to employment or the termination of employment of, any employee; the
name, position and rate of compensation of each employee party to such a
Contract and the expiration date of each such Contract; and (B) any
representations, commitments, promises, communications or courses of conduct
(excluding Benefit Plans and any such Contracts referred to in clause (A))
involving an obligation of Seller to make payments in any year, other than with
respect to salary or incentive compensation payments in the ordinary course of
business, to any employee or any group of employees;

     

    
      
        
        

      

      
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    (ii) all
Contracts with any Person containing any provision or covenant prohibiting or
limiting the ability of Seller to engage in any business activity or compete
with any Person, or prohibiting or limiting the ability of any Person to compete
with Seller in connection with the Business;

     

    (iii) all
partnership, joint venture, shareholder, or other similar Contracts involving a
sharing of profits or expenses with any Person; provided, however, in no event
shall any such Contracts constitute Assumed Contracts;

     

    (iv) all
Contracts with distributors, dealers, manufacturer's representatives, sales
agencies or franchisees;

     

    (v) all
Contracts relating to the future disposition or acquisition of any Assets, other
than dispositions or acquisitions of Inventory in the ordinary course of
business consistent with past practice;

     

    (vi) all
executory Contracts with customers for the purchase of Inventory for a purchase
price of more than $5,000;

     

    (vii) all
collective bargaining or similar labor Contracts covering any Employee;
and

     

    (viii)
all confidentiality or non-disclosure agreements with any Person;

     

    (ix)
Contracts to which a Governmental or Regulatory Authority is a
party;

     

    (x)
Contracts evidencing or related to Indebtedness or granting a Lien on any
Asset;

     

    (xi)
Contracts relating to Intellectual Property, whether as licensor or licensee or
which relates to the payment of royalties or other similar
payments;

     

    (xii)
Contracts pursuant to which Seller is obligated to indemnify any other Person,
including, without limitation, all Contracts which by their terms or otherwise
have expired but pursuant to which the indemnity obligation is still binding on
Seller;

     

    (xiii)
Contracts which are material to the operation of the Business and entered into
other than in the ordinary course of business; and

     

    
      
        
        

      

      
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    (xiv) all
Contracts (other than Benefit Plans and insurance policies listed in Section
2.19 of the Disclosure Schedule) with respect to the Business that (A) involve
the payment or potential payment, pursuant to the terms of any such Contract, by
or to either Seller of more than $5,000 annually and (B) cannot be terminated
within sixty (60) days after giving notice of termination without resulting in
any material cost or penalty to Seller.

     

    (b) Each
material Contract required to be disclosed in Section 2.17(a) of the Disclosure
Schedule is in full force and effect and, to Seller’s Knowledge, constitutes a
legal, valid and binding agreement, enforceable in accordance with its terms, of
each party thereto and neither Seller nor, to the Knowledge of Seller, any other
party to such Contract is, or has received notice that it is, in violation or
breach of or default under any such Contract (or with notice or lapse of time or
both, would be in violation or breach of or default under any such Contract) in
any material respect.  Notwithstanding the foregoing, while Seller is
not aware of any breach of any non-compete agreements entered into with its
Employees, Seller makes no representation or warranty as to the legal, valid or
binding nature thereof.

     

    2.18
Licenses.  Section
2.18 of the Disclosure Schedule contains a true and complete list of all
material Licenses used or held for use in the Business (and all pending
applications for any such Licenses), setting forth the grantor, the grantee, the
function and the expiration and renewal date of each.  Seller has
delivered to Purchaser true and complete copies of all such
Licenses.  Except as disclosed in Section 2.18 of the Disclosure
Schedule:

     

    (i)
Seller owns or validly holds all Licenses that are material, individually or in
the aggregate, to the Business;

     

    (ii) each
License is valid, binding and in full force and effect;

     

    (iii)
Seller is not, nor has Seller received within the two years preceding the
execution of this Agreement, any notice that it is, in default (or with the
giving of notice or lapse of time or both, would be in default) under any
License; and

     

    (iv) the
execution, delivery and performance by Seller of this Agreement and the
Operative Agreements to which it is a party, and the consummation of the
transactions contemplated hereby and thereby, will not result in or give to any
Person any right of termination, cancellation, acceleration or modification in
or with respect to any License.

     

    2.19
Insurance.  Section
2.19 of the Disclosure Schedule contains a true and complete list of all
liability, property and other insurance policies (other than life insurance
policies covering the Equity Owners) currently in effect that insure the
Business, the Employees or the Assets.  Each such insurance policy is
valid and binding and in full force and effect, all premiums due thereunder have
been paid and Seller has not received any notice of cancellation, termination or
material increase in premiums in respect of any such policy, nor is Seller in
default thereunder.  Neither Seller, nor the Person to whom such
policy has been issued, has received notice that any insurer under any policy
referred to in this Section 2.19 is denying liability with respect to a claim
thereunder or defending under a reservation of rights clause within the two
years preceding the execution of this Agreement.  Except as set forth
in Section 2.19 of the Disclosure Schedule, no claim in excess of $15,000 has
been made under any such policies (or any predecessor policies) within the two
years prior to the date of this Agreement.

     

    
      
        
        

      

      
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    2.20
Affiliate
Transactions.  Except
as set forth in Section 2.20 of the Disclosure Schedule, neither the Equity
Owners nor the officers, directors or employees of Seller, nor their Affiliates,
provide or cause to be provided any assets, services or facilities used or held
for use in connection with the Business other than services in their capacity as
officers, directors or employees of Seller, and the Business does not provide or
cause to be provided any assets, services or facilities to any such persons or
their Affiliates.

     

    2.21
Employees; Labor
Relations.

     

    (a)
Section 2.21 of the Disclosure Schedule contains a list of the name of each
Employee at the date hereof, together with such Employee's position or function,
annual base salary or wages, any incentive or bonus arrangement with respect to
such Employee in effect on such date and such Employee’s total compensation in
2008 (collectively, “Employee
Information”).  Within the last six (6) months prior to the
date of this Agreement, and to the Knowledge of Seller, no Employee has informed
Seller that he or she will or may cease to be an employee, or will refuse an
offer of employment from Purchaser because of the consummation of the
transactions contemplated by this Agreement.  Seller is not delinquent
in any payments to any of its Employees for any amount of compensation due to
such Employee.  Seller has complied in all material respects with all
applicable state and federal equal employment opportunity laws and other laws
related to employment, including those related to wages, hours, worker
classification, and collective bargaining.  Seller has withheld and
paid to the appropriate Governmental or Regulatory Authority or is holding for
payment not yet due to such Governmental or Regulatory Authority all amounts
required to be withheld from any Employee.  Seller is not liable for
any arrears of wages, taxes, penalties, or other sums for failure to comply with
any of the foregoing.

     

    (b)
Except as disclosed in Section 2.21 of the Disclosure Schedule, (i) Seller is
not a party to any collective bargaining or other union agreement relating to
its Employees, (ii) no Employee is presently a member of a collective bargaining
unit with respect to the Business and, to the Knowledge of Seller, there are no
pending threats to organize any of the Employees for collective bargaining
purposes as of the date of this Agreement, and (iii) no unfair labor practice
complaint or sex, age, race or other discrimination claim has been brought
during the last two (2) years against Seller with respect to the conduct of the
Business before the National Labor Relations Board, the Equal Employment
Opportunity Commission or any other Governmental or Regulatory
Authority.  During the three year period prior to the date hereof,
there has been no work stoppage, strike or other concerted action by the
Employees as those terms are defined in the National Labor Relations Act, and
any amendments thereto.  To the Knowledge of Seller, Seller has
complied with all applicable Laws relating to the employment of labor,
including, without limitation, those relating to wages, hours and collective
bargaining.

     

    (c) To
the Knowledge of Seller, no Employees are obligated under any Contract, or
subject to any judgment, decree or order of any court or administrative agency,
that would interfere with such Employee’s ability to promote the interest of
Seller or that would conflict with the Business.

     

    
      
        
        

      

      
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    (d) To
the Knowledge of Seller, no current officers, directors or managers of Seller,
or any Employee having managerial responsibility for the Business, has, within
the last three (3) years (i) been convicted in a criminal proceeding or named as
a subject of a pending criminal proceeding (excluding traffic violations and
misdemeanors not related to the Business of Seller); (ii) been subject to
any order, judgment, or decree (not subsequently reversed, suspended, or
vacated) of any court of competent jurisdiction permanently or temporarily
enjoining him or her from engaging, or otherwise imposing limits or conditions
on his or her engaging in the Business; (iii) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (iv) violated Seller’s policy on gifts and donations, which
policy complies in all respects with all applicable legal requirements; (v) made
any direct or indirect unlawful payment to any foreign or domestic government
official or employee; (vi) violated or is in violation of any provision of the
U.S. Foreign Corrupt Practices Act of 1977; or (vii) made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment.

     

    (e)
Seller and each Equity Owner is (i) not currently identified on the Specially
Designated Nationals and Blocked Persons List maintained by the Office of
Foreign Assets Control, Department of the Treasury ("OFAC") and/or on any
other similar list maintained by OFAC (an “OFAC List”) pursuant
to any authorizing statute, executive order or regulation, and (ii) not a person
or entity with whom a citizen of the United States is prohibited to engage in
transactions by any trade embargo, economic sanction, or other prohibition of
United States law, regulation, or Executive Order of the President of the United
States.  None of the Assets or Real Property of Seller constitute
property of, or are beneficially owned, by any Embargoed Person (as hereinafter
defined).  No Embargoed Person has a beneficial ownership interest in
Seller.  None of the Assets or Real Property of Purchaser have been
derived from any unlawful activity with the result that the Agreement is in
violation of Law. The term "Embargoed Person"
means any person, entity or government subject to trade restrictions under U.S.
law, including but not limited to, the International Emergency Economic Powers
Act, 50 U.S.C. §1701 et seq., The Trading
with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
Executive Orders or regulations promulgated thereunder with the result that the
entering into this Agreement and the Closing hereunder is in violation of
Law.

     

    2.22
Environmental
Matters.  Seller
has obtained all Licenses which are required under applicable Environmental Laws
in connection with the conduct of the Business or the Assets.  Each of
such Licenses is in full force and effect. Seller has conducted the Business in
compliance in all material respects with the terms and conditions of all such
Licenses and with any applicable Environmental Law.

     

    2.23
Suppliers. Section
2.23 of the Disclosure Schedule lists the ten (10) largest suppliers of the
Business (“Major
Supplier”), on the basis of cost of goods or services purchased by Seller
for the 2008 fiscal year.  Except as disclosed in Section 2.23 of the
Disclosure Schedule, no Major Supplier has ceased or materially reduced its
sales or provision of services to the Business since December 31, 2008, nor to
the Knowledge of Seller, has any such supplier threatened to do so.

     

    2.24
Inventory.  Except
for non-material quantities of Inventory, the Inventory consists of a quality
and quantity usable and salable in the ordinary course of business consistent
with past practice.  Except as set forth in Section 2.24 of the
Disclosure Schedule, all items included in the Inventory are the property of
Seller, free and clear of any Lien except for the KeyBank Lien and the Sterling
Lien (which Liens will be discharged as of the Closing Date), are not held by
Seller on consignment from others and conform in all respects to all standards
applicable to such inventory or its use or sale imposed by Governmental or
Regulatory Authorities.

     

    
      
        
        

      

      
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    2.25
Vehicles.  Section
2.25 of the Disclosure Schedule contains a true and complete list of all motor
vehicles owned or leased by Seller.  Seller has good and valid title
to, or has valid leasehold interests in or valid rights under Contract to use,
each vehicle, free and clear of all Liens, except for the KeyBank Lien and the
Sterling Lien (which Liens will be discharged as of the Closing
Date).

     

    2.26
Entire
Business.  Subject
to Sections 1.06 and 1.07 and except for the Excluded Assets, the sale of the
Assets by Seller to Purchaser pursuant to this Agreement will effectively convey
to Purchaser the entire Business and all of the tangible and intangible property
used by Seller (whether owned, leased or held under license by Seller) in
connection with the conduct of the Business. Except as disclosed in Section 2.26
of the Disclosure Schedule, there are no shared facilities or services which are
used in connection with the Business.

     

    2.27
Brokers.  Except
for fees or commissions payable to Alexander Hutton, Inc., which amounts are the
obligation of Seller and shall be paid by Seller, in part, at Closing and, in
part, at the time payments on the Note are paid (all in accordance with
Alexander Hutton, Inc.’s agreement with Seller), all negotiations relative to
this Agreement and the transactions contemplated hereby have been carried out by
Seller directly with Purchaser without the intervention of any Person on behalf
of Seller in such manner as to give rise to any valid claim by any Person
against Purchaser for a finder's fee, brokerage commission or similar
payment.

     

    2.28
Authority.  The
individual executing this Agreement, Robert Mitchell is the President of Crazy
Moose, Crazy Moose II and Coyote Bob's and a member of Gullwing and has been
duly authorized by the Board of Directors or Members, as applicable, of Seller
to execute on behalf of Seller this Agreement and each Operative Agreement to
which Seller is a party.

     

    2.29
Disclosure.  No
representation or warranty contained in this Agreement, and no statement
contained in Section 2 of the Disclosure Schedule or in any certificate, list or
other writing furnished to Purchaser pursuant to any provision of this Agreement
(including without limitation the Financial Statements), contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements herein or therein, in the light of the
circumstances under which they were made, not misleading.

     

    
      
        
        

      

      
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    ARTICLE
III.

     

    REPRESENTATIONS
AND WARRANTIES OF PURCHASER

     

    Purchaser
hereby represents and warrants to Seller as follows:

     

    3.01
Organization.  Purchaser
is a limited liability company duly organized and validly existing under the
laws of the State of Washington. Purchaser has full company power and authority
to enter into this Agreement, and the Operative Agreements to which it is a
party, to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby.

     

    3.02
Authority.  The
execution and delivery by Purchaser of this Agreement and the Operative
Agreements to which it is a party, and the performance by Purchaser of its
obligations hereunder and thereunder, have been duly and validly authorized by
necessary company action on the part of Purchaser’s members, managers or other
company governance body, and no other organizational action on the part of
Purchaser or its members or managers is necessary. This Agreement has been duly
and validly executed and delivered by Purchaser and constitutes, and upon the
execution and delivery by Purchaser of the Operative Agreements to which it is a
party, such Operative Agreements will constitute, legal, valid and binding
obligations of Purchaser enforceable against Purchaser and Purchaser in
accordance with their terms.

     

    3.03
No
Conflicts. The
execution and delivery by Purchaser of this Agreement does not, and the
execution and delivery by Purchaser of the Operative Agreements to which it is a
party, the performance by Purchaser of its obligations under this Agreement and
such Operative Agreements and the consummation of the transactions contemplated
hereby and thereby will not:

     

    (a)
conflict with or result in a violation or breach of any of the terms, conditions
or provisions of the certificate of formation or operating agreement (or other
comparable governance documents) of Purchaser;

     

    (b)
conflict with or result in a violation or breach of any term or provision of any
Law or Order applicable to Purchaser or any of its Assets and Properties;
or

     

    (c) (i)
conflict with or result in a violation or breach of, (ii) constitute (with or
without notice or lapse of time or both) a default under, (iii) require
Purchaser to obtain any consent, approval or action of, make any filing with or
give any notice to any Person as a result or under the terms of, or (iv) result
in the creation or imposition of any Lien upon Purchaser or any of its assets or
properties under, any contract or license to which Purchaser is a party or by
which Purchaser or any of its assets is bound.

     

    3.04
Governmental Approvals
and Filings. No
consent, approval or action of, filing with or notice to any Governmental or
Regulatory Authority on the part of Purchaser is required in connection with the
execution, delivery and performance of this Agreement or the Operative
Agreements to which it is a party or the consummation of the transactions
contemplated hereby or thereby.

     

    3.05
Legal
Proceedings. There
are no Actions or Proceedings pending or, to the Knowledge of Purchaser,
threatened against, relating to or affecting Purchaser or any of the Assets and
Properties which could reasonably be expected to result in the issuance of an
order restraining, enjoining or otherwise prohibiting or making illegal the
consummation of any of the transactions contemplated by this Agreement or any of
the Operative Agreements.

     

    
      
        
        

      

      
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    3.06
Brokers. All
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried out by Purchaser directly with Seller without the intervention
of any Person on behalf of Purchaser in such manner as to give rise to any valid
claim by any Person against Seller for a finder's fee, brokerage commission or
similar payment.

     

    3.07
OFAC
Compliance.  Purchaser
and each Person having a beneficial ownership interest in Purchaser is (i) not
currently identified on an OFAC List, and (ii) not a person or entity with whom
a citizen of the United States is prohibited to engage in transactions by any
trade embargo, economic sanction, or other prohibition of United States law,
regulation, or Executive Order of the President of the United
States.  To the knowledge of Purchaser, none of the funds or other
assets of Purchaser constitute property of, or are beneficially owned, by any
Embargoed Person.  To the knowledge of Purchaser, no Embargoed Person
has a beneficial ownership interest in Purchaser.  None of the funds
of Purchaser have been derived from any unlawful activity with the result that
the Agreement is in violation of Law.

     

    3.08
Purchaser's Reliance
Upon Representation or Warranty of Seller.  Purchaser
acknowledges and agrees that, except for Seller's representations, warranties
covenants and agreements in this Agreement or in any Operative Agreements
Purchaser will acquire the Assets "AS IS," with any and all faults and
defects.

     

    3.09
Authority.  The
individual executing this Agreement is the Manager of Purchaser and has been
duly authorized to execute this Agreement on behalf of Purchaser.

     

    3.10
Financial
Ability.  Purchaser
is prepared financially to close the transaction contemplated hereunder and is
not aware of any reason for which a precondition to its agreements to close the
transactions will likely fail, including with respect to the granting of the
Licenses necessary to transact the Business.

     

    ARTICLE
IV.

     

    COVENANTS
OF SELLER

     

    Seller
covenants and agrees with Purchaser that, at all times from and after the date
hereof until the earlier of Closing or the termination of this Agreement and,
with respect to any covenant or agreement by its terms to be performed in whole
or in part after the Closing, for the period specified therein, Seller will
comply with all covenants and provisions of this Article IV except to the extent
Purchaser may otherwise consent in writing.  If Purchaser defaults in
its obligations to pay principal or interest when due under the Note and such
default is not cured within any applicable cure period, Seller’s obligations
under Section 4.09 and Section 4.12 shall immediately cease.

     

    4.01
Regulatory and Other
Approvals. Seller
will, as promptly as practicable, (a) take all commercially reasonable steps
necessary or desirable to obtain all consents, approvals or actions of, make all
filings with and give all notices to Governmental or Regulatory Authorities or
any other Person required of Seller to consummate the transactions contemplated
hereby and by the Operative Agreements, including without limitation, those
described in Sections 2.03 and 2.04 of the Disclosure Schedule; provided, that
Purchaser shall be responsible for obtaining all Licenses required for the
operation of the Business after Closing, (b) provide such other information and
communications to such Governmental or Regulatory Authorities or other Persons
as Purchaser or such Governmental or Regulatory Authorities or other Persons may
reasonably request in connection therewith and (c) cooperate with Purchaser in
connection with the performance of its obligations under Section
5.01.  Seller will provide prompt notification to Purchaser when any
such consent, approval, action, filing or notice referred to in clause (a) above
is obtained, taken, made or given, as applicable, and will advise Purchaser of
any communications (and, unless precluded by Law, provide copies of any such
communications that are in writing) with any Governmental or Regulatory
Authority or other Person regarding any of the transactions contemplated by this
Agreement or any of the Operative Agreements.

     

    
      
        
        

      

      
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    4.02
Investigation by
Purchaser.  Seller
will provide Purchaser and its officers, directors, employees, agents, counsel,
accountants, financial advisors, consultants and other representatives
(collectively, “Representatives”)
with full access to all such information and data (including without limitation
copies of Contracts, Licenses, Benefit Plans and other books and records of
Seller) concerning the Business, the Assets and the Assumed Liabilities as
Purchaser or any of its Representatives reasonably may request in connection
with such investigation.  Among its rights under this Section 4.02,
Purchaser shall have the right to inspect, and take a physical count of, the
Inventory.  Following the execution of this Agreement and at any time
after reasonable advance notice by Purchaser or its Representatives to Seller,
Purchaser shall be granted full access to the Employees and such other
Representatives of Seller who have any responsibility for the conduct of the
Business as shall be deemed reasonably necessary by Purchaser to complete the
transactions described in this Agreement; provided that (i) Victor Mena, the
General Manager of Seller, or legal counsel for Seller, shall be the Seller
representative present at all meeting with the Employees (unless Seller waives
such requirement) and (ii) prior to such meetings, Purchaser and Seller shall
have agreed as to the scope and content of any and all matters to be addressed
with the Employees.

     

    4.03
No Solicitations or
Business Dispositions.  Upon
the execution of this Agreement through the earlier of the termination of this
Agreement or the Closing Date, Seller and Equity Owners will not take (or
authorize or permit any Equity Owners, investment banker, financial advisor,
attorney, accountant or other Person retained by or acting for or on behalf of
Seller of Equity Owners to take), directly or indirectly, any action to solicit,
negotiate, assist or otherwise facilitate (including by furnishing confidential
information with respect to the Business or permitting access to the Assets and
Properties and books and records of Seller) any offer or inquiry from any
Person, other than Purchaser, to (i) engage in any sale or other disposition of
all or any substantial part of the Business, whether through the sale of the
stock or assets of Seller by merger, consolidation or otherwise (a "Business
Disposition"), (ii) reach any agreement or understanding (whether or not
such agreement or understanding is absolute, revocable, contingent or
conditional) for, or otherwise attempt to consummate, any Business Disposition
or (iii) furnish or cause to be furnished any information with respect to Seller
to any Person who Seller, knows or has reason to believe is in the process of
considering any transaction that would result in a Business
Disposition.  

     

    
      
        
        

      

      
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    4.04
Conduct of
Business. Until
the earlier of the termination of this Agreement pursuant to Article XI or the
Closing Date, Seller will operate the Business only in the ordinary course
consistent with past practice. Without limiting the generality of the foregoing,
Seller will:

     

    (a) use
commercially reasonable efforts to (i) preserve intact the present business
organization and reputation of the Business, (ii) keep available (subject to
dismissals and retirements in the ordinary course of business consistent with
past practice) the services of the Employees, (iii) maintain the Assets in good
working order and condition, ordinary wear and tear excepted, (iv) maintain the
good will of patrons, suppliers, lenders and other Persons to whom Seller
provides services or with whom Seller otherwise has significant business
relationships in connection with the Business and (v) continue all current
marketing and promotional activities relating to the Business;

     

    (b)
except to the extent required by applicable Law, (i) cause the books and records
of the Business to be maintained in the usual, regular and ordinary manner, and
(ii) not permit any material change in any pricing, investment, accounting,
financial reporting, inventory, credit, allowance or Tax practice or policy of
Seller that would adversely affect the Business, the Assets or the Assumed
Liabilities;

     

    (c)
maintain in full force and effect until the Closing substantially the same
levels of coverage as the insurance afforded under the Contracts listed in
Section 2.19 of the Disclosure Schedule; and

     

    (d)
comply, in all material respects, with all Laws and Orders applicable to the
Business and promptly following receipt thereof give Purchaser copies of any
notice received from any Governmental or Regulatory Authority or other Person
alleging any violation of any such Law or Order.

     

    4.05
Delivery of Financial
Statements and Reports; Filings.

     

    (a) As
promptly as practicable and in any event no later than 20 days after the end of
each month ending after the date hereof and before the Closing Date, Seller will
deliver to Purchaser true and complete copies of the unaudited balance sheets,
and the related unaudited statements of income, of Seller, as of and for the
month and the portion of the fiscal year then ended, which financial statements
shall be prepared on a basis consistent with the Most Recent Financial
Statements.  As promptly as practicable on a weekly basis after the
date hereof and before the Closing Date, Seller will deliver to Purchaser a true
and complete statement of the total revenues of Seller which contains a separate
line item for each category of revenue.  As promptly as practicable on
a daily basis after the date hereof and before the Closing Date, Seller will
deliver to Purchaser a true and complete statement of the “rake” from all
non-house banked card games plus the “drop” from all house banked card games, as
each has been historically calculated by Seller in its “Win Loss”
Report.

     

    (b) As
promptly as practicable and in any event not later than April 30, 2009, Seller
shall deliver to Purchaser the balance sheet of each Seller other than Gullwing
as at December 31, 2008 and the related statements of income, retained earnings
and cash flows of each Seller other than Gullwing for the fiscal year then
ending (the "2008
Audited Financial Statements"), setting forth in comparative form the
figures as at the end of and for the previous fiscal year, audited by
independent certified public accountants reasonably satisfactory to Purchaser,
whose certificate shall not contain any qualification and shall state that such
financial statements have been prepared in accordance with GAAP consistently
applied and that the examination of such accountants in connection with such
financial statements has been made in accordance with generally accepted
auditing standards and, accordingly, included such tests of the accounting
records and such other auditing procedures as were considered necessary in the
circumstances and who shall have authorized Seller to deliver such financial
statements to Purchaser pursuant to this Agreement.

     

    
      
        
        

      

      
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    (c) As
promptly as practicable, Seller will deliver copies of all License applications
and other filings made by Seller in connection with the operation of the
Business after the date hereof and before the Closing Date with any Governmental
or Regulatory Authority (other than routine, recurring filings made in the
ordinary course of business consistent with past practice).

     

    4.06
Employee
Matters. Except
as may be required by Law or except as set forth on Section 2.07 of the
Disclosure Schedule, or as otherwise agreed to by Purchaser in writing, Seller
will refrain from directly or indirectly:

     

    (a)
making any representation or promise, oral or written, to any Employee
concerning any Benefit Plan, except for statements as to the rights or accrued
benefits of any Employee under the terms of any Benefit Plan;

     

    (b)
making any increase in the salary, wages or other compensation of any Employee
unless otherwise required by any employment related Contract;

     

    (c)
adopting, entering into or becoming bound by any Benefit Plan, employment
related Contract or collective bargaining agreement with respect to the Business
or any of the Employees, or amending, modifying or terminating (partially or
completely) any such Benefit Plan, employment related Contract or collective
bargaining agreement, except to the extent required by applicable Law or
employment related Contract and, in the event compliance with legal requirements
presents options, only to the extent that the option which Seller reasonably
believes to be the least costly and in the best interest of the Business is
chosen;

     

    (d)
establishing or modifying any (i) targets, goals, pools or similar provisions in
respect of any fiscal year under any Benefit Plan or any employment-related
Contract or other compensation arrangement with or for Employees or (ii) salary
ranges, increase guidelines or similar provisions in respect of any Benefit Plan
or any employment related Contract or other compensation arrangement with or for
Employees; or

     

    (e)
Seller will administer each Benefit Plan, or cause the same to be so
administered, in all material respects in accordance with the applicable
provisions of the Code, ERISA and all other applicable Laws. Seller will
promptly notify Purchaser in writing of each receipt by Seller (and furnish
Purchaser with copies) of any notice of investigation or administrative
proceeding by the IRS, Department of Labor, PBGC or other Person involving any
Benefit Plan.

     

    
      
        
        

      

      
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    4.07
Certain
Restrictions.  Seller
will refrain from the following without the prior written approval of
Purchaser:

     

    (a)
acquiring or disposing of any Assets, other than the sale of Inventory in the
ordinary course of business consistent with past practice, or creating or
incurring any Lien on any Assets;

     

    (b) with
the exception of those Contracts set forth on Section 4.07(b) of the Disclosure
Schedule as Contracts to be terminated by Seller on or prior to the Closing Date
(the “Terminated
Contracts”), terminating (partially or completely) any Contract or any
License that is material to the conduct of the Business;

     

    (c)
violating, breaching or defaulting under, in any material respect, or taking or
failing to take any action that (with or without notice or lapse of time or
both) would constitute a material violation or breach of, or default under, any
term or provision of any Contract or any License;

     

    (d)
engaging in any transaction with respect to the Business with any shareholder or
any officer or director of Seller, either outside the ordinary course of
business consistent with past practice or other than on an arm's length basis;
or

     

    (e)
making capital expenditures or commitments for additions to property, plant or
equipment constituting capital assets on behalf of the Business in an aggregate
amount exceeding $10,000 unless such capital expenditures are paid in full by
Seller prior to the Closing.

     

    4.08
Delivery of Books and
Records.  On
the Closing Date, Seller will deliver or make available to Purchaser all of the
books and records of Seller relevant to the operation of the Business or
relating to the Real Property as are in Seller's possession.

     

    4.09
Noncompetition and
Confidentiality.  From
and after the Closing Date:

     

    (a)
Seller and the Equity Owners will refrain from, either alone or in conjunction
with any other Person, or directly or indirectly through its present or future
Affiliates, employees or consultants, for a period of three (3) years from the
Closing Date:

     

    (i)
employing, engaging or seeking to employ or engage any Person who had been an
Employee or employee of Purchaser or any of its Affiliates (with the exception
of BB Magraws, Inc.) as of the date of this Agreement and as of the Closing
Date; provided, that in no event shall this prevent the Equity Owners from
employing each other or those individuals set forth on Section 4.09 of the
Disclosure Schedule;

     

    (ii)
causing or attempting to cause (A) any client, customer or supplier of the
Business to terminate or materially reduce its business with Purchaser or any of
its Affiliates or (B) any officer, employee or consultant of Purchaser or any of
its Affiliates engaged in the Business to resign or sever a relationship with
Purchaser or any of its Affiliates; and

     

    (iii)
participating or engaging in (other than through the ownership of 5% or less of
any class of securities registered under the Securities Exchange Act of 1934, as
amended) the gaming business or providing gaming services, including without
limitation, open play, tournament play and house-banked card rooms within a
fifty (50) mile radius from any location where Seller currently conducts the
Business; provided, however that Seller and the Equity Owners may own or operate
a restaurant and bar which does not participate or engage in any gaming or
casino activities whatsoever so long as such restaurant and bar is not located
with a ten (10) mile radius from any location where Seller currently conducts
the Business.

     

    
      
        
        

      

      
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    (b)
Seller and Equity Owners acknowledge that following the Closing, all information
concerning the Business, including without limitation, the Intellectual Property
Rights, customer lists, supplier lists, business plans, marketing plans,
financial information or any other information pertaining to the Business which
is material to Purchaser and is not generally known by or disclosed to the
public (collectively, the “Confidential
Information”), will be the property of Purchaser and continues to be
confidential.  Following the Closing, neither Seller nor the Equity
Owners, nor any of the officers, directors or employees of Seller will disclose
or use any of the Confidential Information for any purpose whatsoever, except as
permitted under this Agreement or the Operative Agreements to which Seller will
be a party or as required by applicable Law.

     

    (c) From
the date of execution of this Agreement through the Closing Date, the Equity
Owners will refrain from, either alone or in conjunction with any other Person
(including, without limitation, present or future Affiliates, employees or
consultants), directly or indirectly: (i) employing, engaging or seeking to
employ or engage any Person that is an Employee of Seller or any of its
Affiliates as of the date of this Agreement; provided, that in no event shall
this Section 4.09(c) prevent Seller from employing the Employees or prevent
Equity Owners from employing each other or the individuals set forth on Section
4.09 of the Disclosure Schedule; and (ii) causing or attempting to cause (A) any
client, customer or supplier of the Business to terminate or materially reduce
its business with Seller or any of its Affiliates or (B) any officer, employee
or consultant of Seller or any of its Affiliates engaged in the Business to
resign or sever a relationship with Seller or any of its
Affiliates.  Notwithstanding the above, in no event shall BB Magraws,
Inc. be prevented from employing its current employees and in no event shall the
Equity Owners be prevented from employing their current employees.

     

    (d)
Seller and Equity Owners agree that any remedy at Law for any breach of the
provisions of this Section would be inadequate, and accordingly, Seller and
Equity Owners hereby consent to the granting by any court of an injunction or
other equitable relief, without the necessity of actual monetary loss being
proved or posting a bond, in order that the breach or threatened breach of such
provisions may be effectively restrained.

     

    4.10
Notice and
Cure.  Seller
will notify Purchaser in writing (where appropriate, through updates to the
Disclosure Schedule) of, and contemporaneously will provide Purchaser with true
and complete copies of any and all information or documents relating to, and
will use best efforts to cure before the Closing, any event, transaction or
circumstance, as soon as practicable after it becomes Known to Seller, occurring
after the date of this Agreement that causes or will cause any covenant or
agreement of Seller under this Agreement to be breached or that renders or will
render untrue any representation or warranty of Seller contained in this
Agreement as if the same were made on or as of the date of such event,
transaction or circumstance.  No notice given pursuant to this Section
shall have any effect on the representations, warranties, covenants or
agreements contained in this Agreement for purposes of determining satisfaction
of any condition contained herein or shall in any way limit Purchaser’s right to
indemnification under Article X.

     

    
      
        
        

      

      
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    4.11
Fulfillment of
Conditions. Seller
will execute and deliver at Closing each Operative Agreement that it is required
hereby to be executed and delivered as a condition to the Closing, will take all
commercially reasonable steps necessary or desirable and proceed diligently and
in good faith to satisfy each other condition to the obligations of Purchaser
contained in this Agreement and will not take or fail to take any action that
could reasonably be expected to result in the nonfulfillment of any such
condition.

     

    4.12
Use of
Name.  From
and after the Closing, Seller and Equity Owners agree not to use or allow any of
its or their Affiliates to use the name “Crazy Moose” or “Coyote Bob’s” or
similar names or derivatives thereof, any other trademarks or trade names
included within the Assets or any names reasonably similar thereto in connection
with any business related to, or competitive with, the Business as presently
conducted.

     

    4.13
Kennewick, Washington,
Property.  Seller
shall deliver from Robert Mitchell a quit claim deed in favor of Gullwing and/or
an affidavit, in form and substance reasonably satisfactory to Purchaser and the
title insurance company from whom Purchaser shall procure title insurance for
the Real Property located in Kennewick, Washington (the “Kennewick Property”),
pursuant to which Robert Mitchell, as applicable, acknowledges that he at no
time owned an interest in the Kennewick Property or conveys any such interest to
Gullwing, to the end that Purchaser can obtain title insurance on the Kennewick
Property at market rates and without any title exceptions relating to Robert
Mitchell.

     

    ARTICLE
V.

     

    COVENANTS
OF PURCHASER

     

    Purchaser
covenants and agrees with Seller that, at all times from and after the date
hereof until the Closing, Purchaser will comply with all covenants and
provisions of this Article V, except to the extent Seller may otherwise consent
in writing.

     

    5.01
Regulatory and Other
Approval.
Purchaser will, as promptly as practicable, (a) take all commercially reasonable
steps necessary or desirable to obtain all consents, approvals or actions of,
make all filings with and give all notices to Governmental or Regulatory
Authorities or any other Person required of Purchaser to consummate the
transactions contemplated hereby and by the Operative Agreements to which it is
a party; provided, Purchaser shall submit its applications for gambling and
liquor licenses to the appropriate agencies within the State of Washington
within seven (7) days of the execution of this Agreement, (b) provide timely
such other information and communications to such Governmental or Regulatory
Authorities or other Persons as Seller or such Governmental or Regulatory
Authorities or other Persons may reasonably request in connection therewith, (c)
grant authority for general or outside counsel of Seller (with the general
counsel of Purchaser fully participating in any communications) to communicate
with the appropriate Governmental or Regulatory Authorities telephonically and
to remain informed by Purchaser regarding the status of Purchaser’s obtaining
the gaming and liquor licenses to operate the Business and (d) in the event that
Purchaser’s application for a gaming license or the transfer of a liquor license
to operate the Business are denied, provide Seller with copies of all
correspondence and filings with the appropriate Governmental or Regulatory
Authorities with respect to such denial; provided, however, that any inquiry of
Seller relating to the denial of a license shall be limited solely to
determining if Seller acted in good faith in attempting to procure such license;
provided, further, that Seller shall treat all correspondence and filings as
Confidential Information and shall not disclose such information to a third
party without Purchaser’s written consent.  Purchaser will provide
prompt notification to Seller when any such consent, approval, action, filing or
notice referred to in clause (a) above is obtained, taken, made or given, as
applicable, and will advise Seller of any communications (and, unless precluded
by Law, provide copies of any such communications that are in writing) with any
Governmental or Regulatory Authority or other Person regarding any of the
transactions contemplated by this Agreement or any of the Operative
Agreements.

     

    
      
        
        

      

      
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    5.02
Notice and
Cure.  Purchaser
will notify Seller in writing of, and contemporaneously will provide Seller with
true and complete copies of any and all information or documents relating to,
and will use best efforts to cure before the Closing, any event, transaction or
circumstance, as soon as practicable after it becomes known to Purchaser,
occurring after the date of this Agreement that causes or will cause any
covenant or agreement of Purchaser under this Agreement to be breached or that
renders or will render untrue any representation or warranty of Purchaser
contained in this Agreement as if the same were made on or as of the date of
such event, transaction or circumstance. No notice given pursuant to this
Section shall have any effect on the representations, warranties, covenants or
agreements contained in this Agreement for purposes of determining satisfaction
of any condition contained herein or shall in any way limit Seller's right to
seek indemnity under Article X.

     

    5.03
Fulfillment of
Conditions.  Purchaser
will execute and deliver at the Closing each Operative Agreement that Purchaser
is hereby required to execute and deliver as a condition to the Closing, will
take all commercially reasonable steps necessary or desirable and proceed
diligently and in good faith to satisfy each other condition to the obligations
of Seller contained in this Agreement and will not take or fail to take any
action that could reasonably be expected to result in the nonfulfillment of any
such condition.

     

    5.04
Employee
Information.  Prior
to or after Closing, Purchaser shall not (a) use the Employee Information for
any purpose other than for the consummation of the transactions contemplated by
this Agreement or in accordance with the conduct of business by Purchaser; or
(b) disclose the Employee Information to any third party for any reason unless
required by law, court process, administrative order or other legal or
regulatory process and, in such event, Purchaser shall use its commercially
reasonable efforts to limit such disclosures to those necessary and shall redact
any Employee Information which is not required to be disclosed to such third
party.

     

    5.05
OFAC
Compliance.  Purchaser
covenants and agrees (a) to immediately notify Seller in writing if Purchaser
becomes aware of it, or any person having a beneficial ownership interest in
Purchaser, is identified on an OFAC List, (b) not to use funds from any
"Prohibited Person" (as such term is defined in the September 24, 2001 Executive
Order Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism) to complete the purchase of the Real
Property and Assets at the Closing and (c) at the request of Seller, to provide
such information as may be reasonably requested by Seller to determine
Purchaser’s compliance with the terms hereof.  Purchaser shall provide
to Seller the names of the persons holding a beneficial ownership interest in
Purchaser for purposes of compliance with Presidential Executive Order 13224
(issued September 24, 2001), as amended.

     

    
      
        
        

      

      
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    5.06
Disclosure of
Financial Information.  Purchaser
agrees that it shall use its commercially reasonable efforts to limit the
disclosure of any financial information included on any Exhibits or Schedules
hereto to such disclosure required to be made to any Governmental or Regulatory
Authority in accordance with applicable Laws.

     

    ARTICLE
VI.

     

    CONDITIONS
TO OBLIGATIONS OF PURCHASER

     

    The
obligations of Purchaser hereunder to purchase the Assets and to assume and to
pay, perform and discharge the Assumed Liabilities are subject to the
fulfillment, at or before the Closing, of each of the following conditions (all
or any of which may be waived in whole or in part by Purchaser in its sole
discretion):

     

    6.01
Representations and
Warranties. Each of
the representations and warranties made by Seller in this Agreement shall be
true and correct in all material respects on and as of the Closing Date as
though such representation or warranty was made on and as of the Closing Date;
provided, that any representation or warranty that is qualified by “material ”
shall be true and correct in all respects.

     

    6.02
Performance. Seller
shall have performed and complied with, in all material respects, each
agreement, covenant and obligation required by this Agreement to be so performed
or complied with by them at or before the Closing.

     

    6.03
Certificates. Seller
shall have delivered to Purchaser an officer’s certificate, dated the Closing
Date and executed in its name, affirming the matters described in Sections 6.01
and 6.02, and a secretary's certificate, dated the Closing Date and executed by
the Secretary of Seller, certifying to the governance documents of Seller, the
authorizing resolutions of Seller and the incumbency of each officer of Seller
who executes and delivers this Agreement or any Operative Agreement; provided,
that with respect to Gullwing, similar certificates shall be executed by the
members or managers thereof .

     

    6.04
Orders and
Laws.  There
shall not be in effect on the Closing Date any Order or Law (i) restraining,
enjoining or otherwise prohibiting or making illegal the consummation of any of
the transactions contemplated by this Agreement or any of the Operative
Agreements or  (ii) which would impose any material limitation on the
ability of (x) Purchaser to effectively exercise full rights of ownership of the
Business or the Assets or (y) Seller to fully perform its obligations under the
Operative Agreements to which it is a party.

     

    
      
        
        

      

      
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    6.05
Regulatory Consents
and Approvals. All
consents, approvals and actions of, filings with and notices to any Governmental
or Regulatory Authority necessary to permit Seller and Purchaser to perform
their respective obligations under this Agreement and the Operative Agreements
and to consummate the transactions contemplated hereby and thereby, and all
operating and gaming licenses required to conduct the Business in the State of
Washington: (a) shall have been duly obtained, made or given, (b) shall be in
form and substance reasonably satisfactory to Purchaser, (c) shall not be
subject to the satisfaction of any condition that has not been satisfied or
waived and (d) shall be in full force and effect, and all terminations or
expirations of waiting periods imposed by any Governmental or Regulatory
Authority necessary for the consummation of the transactions contemplated by
this Agreement and the Operative Agreements shall have occurred.

     

    6.06
Audited Most Recent
Financial Statements.  Seller
shall have delivered to Purchaser a true and complete copy of the 2008 Audited
Financial Statements, and the revenues and net income set forth therein shall
not contain any material adverse deviations from the revenues and net income set
forth in the Most Recent Financial Statements.

     

    6.07
Third Party
Consents. All
consents (or in lieu thereof waivers) to the transfer by Seller of the Crazy
Moose II Lease, the Parking Facility Lease or the Card Shuffler Lease (solely in
the event that the card shufflers described therein have not been purchased by
Seller prior to Closing and included within the Assets) (a) shall have been
obtained, (b) shall be in form and substance reasonably satisfactory to
Purchaser, (c) shall not be subject to the satisfaction of any condition that
has not been satisfied or waived and (d) shall be in full force and
effect.

     

    6.08
Deliveries.  Seller
shall have duly executed and delivered to Purchaser each of the Operative
Agreements to which it is a party.

     

    6.09
Proceedings.  All
proceedings to be taken on the part of Seller in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be satisfactory in form and substance to Purchaser, and Purchaser shall
have received copies of all such documents and other evidences as Purchaser may
reasonably request in order to establish the consummation of such transactions
and the taking of all proceedings in connection therewith.

     

    6.10 Privity
Letters.  Seller
shall have delivered to Purchaser a standard privity letter from the accounting
firm responsible for the preparation of the Audited Financial Statements and the
2008 Audited Financial Statements, in form and substance reasonably satisfactory
to Purchaser, acknowledging that Purchaser intends to and is entitled to rely
upon the Audited Financial Statements and the 2008 Audited Financial Statements
in connection with the transactions contemplated hereunder.

     

    6.11
No Material Adverse
Change.  There
shall not have occurred any Material Adverse Change.

     

    
      
        
        

      

      
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    6.12
Release and Discharge
of Monetary Liens.  Seller
shall have delivered to Purchaser a payoff letter, together with a UCC-3
termination statement (or, alternatively, an authorization to discharge all
applicable UCC-1 financing statements upon payment of all amounts specified in
the payoff letter) and a discharge or release of deed of trust, from each
creditor of Seller for all amounts owed under existing Indebtedness of Seller
for which a Monetary Lien exists (collectively, the “Payoff
Amounts”).  At Closing, the Payoff Amounts shall be paid in
cash by Purchaser to such creditors in accordance with Section 1.03(c) in order
to effect the complete satisfaction, release and discharge of any and all
Monetary Liens, and Purchaser shall, at Seller’s cost and expense, file or
record the UCC-3 termination statements  and discharges or releases of
deeds of trust and in the appropriate jurisdiction to effect
same.  Seller shall also deliver, or caused to be delivered, to
Purchaser at Closing originals of each motor vehicle title, together with any
necessary endorsements of the lienholder(s) to whom such motor vehicles had been
pledged.

     

    ARTICLE
VII.

     

    CONDITIONS
TO OBLIGATIONS OF SELLER

     

    The
obligations of Seller hereunder to sell the Assets are subject to the
fulfillment, at or before the Closing, of each of the following conditions (all
or any of which may be waived in whole or in part by Seller in its sole
discretion):

     

    7.01
Representations and
Warranties.  Each
of the representations and warranties made by Purchaser in this Agreement shall
be true and correct in all material respects on and as of the Closing Date as
though such representation or warranty was made on and as of the Closing Date;
provided, that any representation or warranty that is qualified by “material”
shall be true and correct in all respects.

     

    7.02
Performance.  Purchaser
shall have performed and complied with, in all material respects, each
agreement, covenant and obligation required by this Agreement to be so performed
or complied with by Purchaser at or before the Closing.

     

    7.03
Officers’
Certificates.  Purchaser
shall have delivered to Seller a certificate, dated the Closing Date and
executed in the name and on behalf of Manager of Purchaser, affirming the
matters described in Sections 7.01 and 7.02, and a certificate, dated the
Closing Date and duly executed, certifying to the governance documents of
Purchaser, the authorizing resolutions of Purchaser and the incumbency of the
Manager of Purchaser who executes and delivers this Agreement or any Operative
Agreement.

     

    7.04
Orders and
Laws.  There
shall not be in effect on the Closing Date any Order or Law (i) restraining,
enjoining or otherwise prohibiting or making illegal the consummation of any of
the transactions contemplated by this Agreement or any of the Operative
Agreements or (ii) which would impose any limitation on the ability of Seller to
fully perform its obligations under the Operative Agreements to which it is a
party.

     

    
      
        
        

      

      
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    7.05
Deliveries.  Purchaser
shall have duly executed and delivered to Seller each Operative Agreement to
which it is a party.

     

    7.06
Regulatory Consents
and Approvals. All
consents, approvals and actions of, filings with and notices to any Governmental
or Regulatory Authority necessary to permit Seller and Purchaser to perform
their respective obligations under this Agreement and the Operative Agreements
and to consummate the transactions contemplated hereby and thereby, (a) shall
have been duly obtained, made or given, (b) shall be in form and substance
reasonably satisfactory to Seller, (c) shall not be subject to the satisfaction
of any condition that has not been satisfied or waived and (d) shall be in full
force and effect, and all terminations or expirations of waiting periods imposed
by any Governmental or Regulatory Authority necessary for the consummation of
the transactions contemplated by this Agreement and the Operative Agreements
shall have occurred.

     

    7.07
Proceedings. All
proceedings to be taken on the part of Purchaser in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be reasonably satisfactory in form and substance to Seller, and Seller
shall have received copies of all such documents and other evidences as Seller
may reasonably request in order to establish the consummation of such
transactions and the taking of all proceedings in connection
therewith.

     

    ARTICLE
VIII.

     

    EMPLOYEE
MATTERS

     

    8.01
Employees.  Subject
to Section 8.04 below, effective as of the Closing Date, Purchaser shall have
the right, but not the obligation, to offer employment on an "at will" basis to
those Employees selected to be hired by Purchaser who are still actively
employed by Seller prior to the Closing Date.  Seller shall use
reasonable commercial efforts to encourage all Employees to continue their
employment until the Closing Date.  All Employees who accept
Purchaser’s offers of employment, with such employment effective as of the
Closing Date, shall be referred to herein as the “Continuing
Employees”.  Subject to Section 8.04(a) below, the parties
hereto expressly acknowledge that Purchaser shall not be liable for any claims
asserted by or in respect to (i) any Employee for any matter arising prior to
the Closing Date, including the termination of such Employee’s employment by
Seller or (ii) any employee matters of the Business prior to the Closing
Date.

     

    8.02
Termination of
Benefits by Seller.  As
of 11:59 p.m. immediately prior to the Closing Date, Seller shall cease all
benefit accruals in Seller's Plans attributed to Employees (to take effect
thereafter after the earliest practicable date in accordance with the provisions
of the respective Seller's Plans) and shall fully vest and fully fund to the
Closing Date the accrued benefits of Employees according to the terms and
conditions of such Plans. The parties hereto expressly acknowledge that
Purchaser shall not be liable for any claims arising out of or accruing under
Seller's Plans.

     

    
      
        
        

      

      
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    8.03
No Third Party
Beneficiaries.  All
provisions contained in this Article VIII are included for the sole benefit of
the respective parties hereto and do not and shall not create any right in any
other person, including, but not limited to, any Employee, Continuing Employee,
any participant in any benefit or compensation plan or any beneficiary
thereof.

     

    8.04
WARN
Act.

     

    (a) WARN
Compliance.  Seller has previously provided to Purchaser a list
(a “WARN List”)
of all Employees who have been terminated at each applicable Business within the
ninety (90) days prior to February 28, 2009.  Seller represents and
warrants that the WARN List is true and correct, and Seller has complied with
the Worker Adjustment and Retaining Notification Act, 29 U.S.C. § 2101 et seq. (“WARN Act”) for all
terminations in the ninety (90) days prior to the date of this
Agreement.  Upon the Closing, Purchaser shall offer to employ a
sufficient number of Employees (on terms comparable to the terms under which
Seller has employed such Employees) for a sufficient period of time to ensure
full compliance with the WARN Act and to not trigger any liability on Seller’s
behalf.

     

    (b) Indemnification.  Except
with respect to those obligations of Purchaser with respect to Employees under
Section 8.04(a) and this Section 8.04(b), Seller shall indemnify Purchaser and
its Purchaser Indemnified Parties for any and all losses, costs, damages,
expenses and liabilities (including, without limitation, civil penalties and
reasonable attorneys' fees) relating to claims by Employees arising as a result
of the actions or failure to act by Seller and its Representatives through and
including the Closing Date (but excluding any and all losses, costs, damages,
expenses and liabilities for any violation of the WARN Act arising as a result
of the transactions described in this Agreement).  Except with respect
to those obligations of Seller with respect to Employees under this Section
8.04(b), Purchaser shall indemnify Seller and its Seller Indemnified Parties for
any and all losses, costs, damages, expenses and liabilities (including, without
limitation, civil penalties and reasonable attorneys' fees) as a result of
actions or failure to act by Purchaser or its Representatives relating to (i)
Employees employed by Purchaser arising on and after the effective time and date
of his or her employment by Purchaser or (ii) any violation of the WARN Act
arising as a result of the transactions described in this
Agreement.

     

    (c) Claims. Claims for
indemnification under this Section 8.04 shall be made pursuant to the provisions
set forth in Section 10.02 hereof.

     

    (d) Survival.
Notwithstanding anything to the contrary contained in this Agreement, the
provisions of this Article VIII shall survive for the applicable statute of
limitations period under the WARN Act.

     

    8.05
COBRA.

     

    (a)
Seller represents and warrants that Section 8.05 of the Disclosure Schedule sets
forth a complete and accurate list of all qualified beneficiaries currently
receiving COBRA continuation coverage under Seller’s health plans (“Health Plans”) as of
the date hereof (“COBRA
Recipients”).

     

    
      
        
        

      

      
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    (b)
Purchaser shall make available COBRA continuation coverage under its Health
Plans to the COBRA Recipients for the balance of such Person’s COBRA coverage
period.  Purchaser shall fulfill its obligations to provide coverage
for M&A Qualified Beneficiaries as defined in Treasury Regulation Section
54.4980B-9, QA-4 promulgated under the Code.  Without limiting the
foregoing, Purchaser shall provide applicable COBRA continuation coverage
notices to all Employees (and such Employee’s qualified beneficiaries) whom
Purchaser does not hire on or after Closing as required under 606 of ERISA, 29,
U.S.C. 1166(a)(2).

     

    (c)
Seller agrees to use its commercially reasonable efforts to cause the plan
administrator of its Health Plans to provide to Purchaser with all information
that Purchaser reasonably deems necessary to determine whether there have been
any failures to comply with the continuation health care requirements of Section
4980B of the Code and Sections 601 through 608 of ERISA as such requirements
have applied to any group health plan maintained by or for Seller which failure
occurred with respect to any current or former employee of Seller or any spouse,
former spouse, dependent child or former dependent child of any such
employee.  Seller further agrees to use its commercially reasonable
efforts to provide Purchaser with all information that Purchaser reasonably
deems necessary to correct any failures to comply with such continuation health
care coverage requirements.  Such information shall include, without
limitation, the identification of all covered employees (as defined in Section
4980B(f)(7) of the Code) and their qualified beneficiaries (as defined in
Section 4980(g)(1) of the Code), the identification of all qualifying events
with respect to such covered employees or qualified beneficiaries (as defined in
Section 4980B(f)(3) of the Code), and information otherwise demonstrating
compliance with all of the continuation health care coverage requirements of
Section 4980B of the Code and Sections 601 through 608 of ERISA.

     

    ARTICLE
IX.

     

    SURVIVAL
OF REPRESENTATIONS, WARRANTIES,

    COVENANTS
AND AGREEMENTS

     

    9.01
Survival of
Representations, Warranties, Covenants and Agreements.
Notwithstanding any right of Purchaser (whether or not exercised) to investigate
the Business or any right of any party (whether or not exercised) to investigate
the accuracy of the representations and warranties of the other party contained
in this Agreement, Seller and Purchaser have the right to rely fully upon the
representations, warranties, covenants and agreements of the other contained in
this Agreement. The representations, warranties, covenants and agreements of
Seller, the Equity Owners and Purchaser contained in this Agreement, unless
otherwise specified herein, will survive (a) for a period of one (1) year
following the Closing in the case of all representations and warranties and any
covenants or agreements to be performed in whole or in part on or prior to the
Closing or with respect to each other covenant or agreement to be performed in
whole or in part on or prior to the Closing or (b) with respect to each other
covenant or agreement contained in this Agreement, until sixty (60) days
following the last date on which such covenant or agreement is to be performed
or, if no such date is specified, coterminous with applicable statutes of
limitations (or if none for as long as a party may be liable under applicable
law); provided, however, that any representation, warranty, covenant or
agreement that would otherwise terminate in accordance with clause (a) or (b)
above will continue to survive if a Claim Notice or Indemnity Notice (as
applicable) shall have been timely given under Article X on or prior to such
termination date, until the related claim for indemnification has been satisfied
or otherwise resolved as provided in Article X.

     

    
      
        
        

      

      
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    9.02
Limits on Purchaser's
Claims Alleging Breach of Representations and Warranties.  Notwithstanding
anything contained herein to the contrary, if the Closing has occurred and if
Purchaser has not waived, relinquished and released all rights or remedies
available to it at law, in equity or otherwise as provided hereunder, except in
the case of fraud or intentional misrepresentation by Seller or equitable
remedies available to Purchaser, the total aggregate liability of Seller arising
pursuant to or in connection with Seller's representations, warranties,
covenants and other obligations (whether express or implied) arising from this
Agreement and/or any Operative Agreement executed by Seller in connection with
this Agreement, will not exceed Two Million Dollars ($2,000,000.00) in the
aggregate; provided, however Seller shall not be liable unless and until the
total aggregate liability of Seller exceeds Twenty Five Thousand Dollars
($25,000.00) (the “Basket”), at which
time Seller shall be liable for all amounts which exceed the
Basket.  Purchaser acknowledges and agrees that the limits and
restrictions upon any claim by Purchaser as set forth in this Section have been
specifically negotiated and agreed upon by and between the parties hereto and
that Seller would not be willing to enter into this Agreement without
Purchaser's agreement to these restrictions and that the same are therefore
binding and effective upon Purchaser and its successors and
assigns.  This Section will survive the Closing.

     

    9.03
Limits on Seller's
Claims Alleging Breach of Representations and Warranties.  Notwithstanding
anything contained herein to the contrary, if the Closing has occurred and if
Seller has not waived, relinquished and released all rights or remedies
available to it at law, in equity or otherwise as provided hereunder, except in
the case of fraud or intentional misrepresentation by Purchaser or equitable
remedies available to Seller and for amounts of principal, interest and other
sums payable by Purchaser under the Promissory Note, the total aggregate
liability of Purchaser arising pursuant to or in connection with Purchaser's
representations, warranties, covenants and other obligations (whether express or
implied) arising from this Agreement and/or any Operative Agreement executed by
Purchaser in connection with this Agreement, will not exceed Two Million Dollars
($2,000,000.00) in the aggregate.  Seller acknowledges and agrees that
the limits and restrictions upon any claim by Seller as set forth in this
Section have been specifically negotiated and agreed upon by and between the
parties hereto and that Purchaser would not be willing to enter into this
Agreement without Seller's agreement to these restrictions and that the same are
therefore binding and effective upon Seller and its successors and
assigns.  This Section will survive the Closing.

     

    
      
        
        

      

      
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    ARTICLE
X.

     

    INDEMNIFICATION

     

    10.01
Indemnification.

     

    (a)
Subject to Section 9.02 above and this Article X, Seller, jointly and severally,
shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from
and against, any and all Losses suffered, incurred or sustained by any of them
or to which any of them becomes subject, resulting from, arising out of or
relating to:

     

    (i) any
inaccuracy in or any breach of any representation or warranty of Seller
contained in this Agreement, any Operative Agreement to which Seller is a party
or in any certificate, document or instrument delivered by or on behalf of
Seller herewith or therewith;

     

    (ii) any
breach of any covenant of Seller or Equity Owners contained in this Agreement or
in any Operative Document, including Seller’s obligations to pay broker’s fees
and commissions to Alexander Hutton, Inc.;

     

    (iii) any
Retained Liabilities;

     

    (iv) any
liabilities and obligations which have accrued with respect to any claims by
Employees arising as a result of the actions or failure to act by Seller and its
Representatives through and including the Closing Date or under any Benefit Plan
except as otherwise provided under Section 8.04(b) relating to liabilities or
obligations of Purchaser under the WARN Act or Section 8.05 relating to
liabilities or obligations of Purchaser under COBRA;

     

    (v) any
Taxes and related penalties, interest or other charges for any unaccrued or
unreported Tax liabilities with respect to Seller or the Assets for all periods
prior to or on the Closing Date, including Excise Taxes;

     

    (vi) any
failure of Seller to perform or satisfy any liability or obligation of Seller
hereunder of any nature, fixed, absolute, accrued, contingent or
otherwise;

     

    (vii) any
claims relating to a violation of an Environmental Law occurring prior to the
Closing Date;

     

    (viii)
the operation of the Business or the ownership, use or operation of any Asset
prior to the Closing Date; or

     

    (ix) any
litigation arising from or relating to items (i) through (viii)
above.

     

    (b)
Subject to the other Sections of this Article X, Purchaser shall indemnify the
Seller Indemnified Parties from and against, any and all Losses suffered,
incurred or sustained by any of them or to which any of them becomes subject,
resulting from, arising out of or relating to:

     

    (i) any
inaccuracy in or any breach of any representation or warranty of Purchaser
contained in this Agreement, any Operative Agreement to which Purchaser is a
party or in any certificate, document or instrument delivered by or on behalf of
Purchaser herewith or therewith;

     

    
      
        
        

      

      
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    (ii) any
breach of any covenant of Purchaser contained in this Agreement or in any
Operating Agreement;

     

    (iii) the
operation of the Business by Purchaser or the ownership, use or operation of any
Asset on or after the Closing Date;

     

    (iv) any
Assumed Liabilities;

     

    (v) any
Taxes and related penalties, interest or other charges for any unaccrued or
unreported Tax liabilities with respect to Purchaser for all periods following
the Closing Date, including any Sales Tax; or

     

    (vi) any
failure of Purchaser to perform or satisfy any liability or obligation of
Purchaser hereunder of any nature, fixed, absolute, accrued, contingent or
otherwise;

     

    (vii) any
claims relating to a violation of an Environmental Law occurring after the
Closing Date;

     

    (viii)
the operation of the Business or the ownership, use or operation of any Asset on
or after the Closing Date;

     

    (ix) any
litigation arising from or relating to items (i) through (viii)
above.

     

    10.02
Method of Asserting
Claims. All
claims for indemnification by any Indemnified Party under Section 8.04 and 10.01
will be asserted and resolved as follows:

     

    (a) In
the event any claim or demand in respect of which an Indemnified Party might
seek indemnity under Sections 8.04 or 10.01 is asserted against or sought to be
collected from such Indemnified Party by a Person other than either Seller or
Purchaser or any of their respective Affiliates (a "Third Party Claim"),
the Indemnified Party shall deliver a Claim Notice with reasonable promptness to
the Indemnifying Party. If the Indemnified Party fails to provide the Claim
Notice with reasonable promptness after the Indemnified Party receives notice of
such Third Party Claim, the Indemnifying Party will not be obligated to
indemnify the Indemnified Party with respect to such Third Party Claim to the
extent that the Indemnifying Party's ability to defend has been irreparably
prejudiced by such failure of the Indemnified Party.  The Indemnifying
Party will notify the Indemnified Party as soon as practicable within the
Dispute Period whether the Indemnifying Party disputes its liability to the
Indemnified Party under Sections 8.04 or 10.01, as applicable, and whether the
Indemnifying Party desires, at its sole cost and expense, to defend the
Indemnified Party against such Third Party Claim.

     

    (i) If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period
that the Indemnifying Party desires to defend the Indemnified Party with respect
to the Third Party Claim pursuant to this Section 10.02(a), then the
Indemnifying Party will have the right to defend, with counsel reasonably
satisfactory to the Indemnified Party, at the sole cost and expense of the
Indemnifying Party, such Third Party Claim by all appropriate proceedings, which
proceedings will be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the
Indemnifying Party (but only with the consent of the Indemnified Party in the
case of any settlement that provides for any relief other than the payment of
monetary damages as to which the Indemnified Party will be indemnified in full).
The Indemnifying Party will be deemed to have waived its right to dispute its
liability to the Indemnified Party under Sections 8.04 or 10.01, as applicable,
with respect to any Third Party Claim as to which it elects to control the
defense. The Indemnifying Party will have full control of such defense and
proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified
Party, at any time prior to the Indemnifying Party's delivery of the notice
referred to in the first sentence of this Section 10.02(a)(i), file any motion,
answer or other pleadings or take any other action that the Indemnified Party
reasonably believes to be necessary or appropriate to protect its interests; and
provided further, that if requested by the Indemnifying Party, the Indemnified
Party will provide reasonable cooperation to the Indemnifying Party in
contesting any Third Party Claim that the Indemnifying Party elects to
contest.  The Indemnified Party may retain separate counsel to
represent it in, but not control, any defense or settlement of any Third Party
Claim controlled by the Indemnifying Party pursuant to this Section 10.02(a)(i),
and the Indemnified Party will bear its own costs and expenses with respect to
such separate counsel except as provided in the preceding
sentence.  Notwithstanding the foregoing, the Indemnified Party may
retain or take over the control of the defense or settlement of any Third Party
Claim the defense of which the Indemnifying Party has elected to control if the
Indemnified Party irrevocably waives its right to indemnity under Sections 8.04
or 10.01, as applicable, with respect to such Third Party Claim.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    (ii) If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute
Period that the Indemnifying Party desires to defend the Third Party Claim
pursuant to Section 10.02(a), or if the Indemnifying Party gives such notice but
fails to prosecute vigorously and diligently the defense of, or settle, the
Third Party Claim, or if the Third Party Claim seeks an order, injunction or
other equitable relief against the Indemnified Party which could materially
interfere with the business, operations, assets, condition or prospects of the
Indemnified Party, then the Indemnified Party will have the right to defend, at
the sole cost and expense of the Indemnifying Party, the Third Party Claim by
all appropriate proceedings, which proceedings will be prosecuted by the
Indemnified Party in good faith or will be settled at the discretion of the
Indemnified Party (with the consent of the Indemnifying Party, which consent
will not be unreasonably withheld). The Indemnified Party will have full control
of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will provide reasonable cooperation to the Indemnified Party and its
counsel in contesting any Third Party Claim which the Indemnified Party is
contesting.

     

    (iii) If
the Indemnifying Party notifies the Indemnified Party that it does not dispute
its liability to the Indemnified Party with respect to the Third Party Claim
under Section 8.04 or 10.01 or fails to notify the Indemnified Party within the
Dispute Period whether the Indemnifying Party disputes its liability to the
Indemnified Party with respect to such Third Party Claim, the Loss arising from
such Third Party Claim will be conclusively deemed a liability of the
Indemnifying Party under Section 8.04 or 10.01, as applicable, and the
Indemnifying Party shall pay the amount of such Loss to the Indemnified Party on
demand following the final determination thereof. If the Indemnifying Party has
timely disputed its liability with respect to such claim, the Indemnifying Party
and the Indemnified Party will proceed in good faith to negotiate a resolution
of such dispute within the Resolution Period.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (b) In
the event any Indemnified Party should have a claim under Section 8.04 or 10.01
against any Indemnifying Party that does not involve a Third Party Claim, the
Indemnified Party shall deliver an Indemnity Notice with reasonable promptness
to the Indemnifying Party. The failure by any Indemnified Party to give the
Indemnity Notice shall not impair such party's rights hereunder except to the
extent that an Indemnifying Party demonstrates that it has been irreparably
prejudiced thereby.  If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim described in such Indemnity
Notice or fails to notify the Indemnified Party within the Dispute Period
whether the Indemnifying Party disputes the claim described in bears to the
portion of such claim determined not to be so payable.

     

    ARTICLE
XI.

     

    TERMINATION

     

    11.01
Termination. This
Agreement may be terminated prior to the Closing as provided below:

     

    (a) upon
mutual written consent of the parties;

     

    (b) upon
written notice of termination by either Purchaser or Seller if the Closing has
not occurred by June 1, 2009 (which termination date shall be extended to July
1, 2009 if the only condition to closing not satisfied by June 1, 2009 is
Purchaser’s obtaining proper licensure to operate the Business in the State of
Washington), unless the failure to close is a result of such terminating party’s
breach of a material obligation under this Agreement or failure to satisfy the
conditions precedent to Closing for which such terminating party is responsible
under Article VI or Article VII and the satisfaction of which conditions
precedent are within the control of the terminating party;

     

    (c)
Purchaser may terminate this Agreement by giving written notice to Seller in the
event Seller is in material breach, and Seller may terminate this Agreement by
giving written notice to Purchaser in the event Purchaser is in material breach,
of any representation, warranty, or covenant contained in this Agreement;
provided, however, that in the case of a breach of a covenant contained herein
by any party which breach is capable of being cured, the party in breach shall
have five (5) Business Days of receipt of written notice thereof in which to
cure such breach; and

     

    (d)
subject to the Purchaser’s right of specific performance set forth in Section
11.05, a termination of this Agreement shall not release any party from any
liability which such party may have for any breach of any representation,
warranty, agreement or covenant made by such party or for any expense; provided,
however that the maximum amount of liability of Purchaser or Seller resulting
from such termination of this Agreement shall not exceed the amount of
$500,000.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    11.02
Survival.  If
this Agreement is terminated other than pursuant to Section 11.01(a) and the
transactions contemplated herein are not consummated as described above, this
Agreement shall become void and of no further force and effect; provided,
however, that the provisions of Sections 12.04 and 12.06 shall survive any such
termination.

     

    11.03
Deposit.  In
the event of a termination of this Agreement, the Deposit shall be distributed
as set forth in the Escrow Agreement and Section 1.03 of this
Agreement.

     

    11.04
No Consequential or
Incidental Damages. Notwithstanding any other
provision hereof, neither Purchaser nor Seller will have any liability for any
matter arising under this Agreement or as a result of or in connection with the
transaction described herein or for any matter relating to the Assets, for loss,
damages or other form of monetary relief, compensation or remedy, except for the
actual amount of damages incurred as a result of such matter, condition, event
or occurrence, and neither party will have a right to, nor will a party claim,
demand, seek, or pray for any relief in the form of consequential or incidental
damages, including, but not limited to, any claim for "lost opportunities,"
"changes in markets," "lost tax benefits," or the like, except insofar as the
same are expressly permitted by a specific provision of this Agreement (e.g.,
the right to attorneys' fees and costs as allowed hereunder).

     

    11.05
Purchaser’s Right to
Specific Performance.  Seller
agrees that Purchaser will sustain irreparable harm in the event that the
Closing does not occur in accordance with the terms of this Agreement, despite
the conditions to the Seller’s obligations to close as set forth in Article VII
hereof having been satisfied, and Purchaser not being in breach of this
Agreement and otherwise ready, willing and able to consummate the Closing
hereunder.  In such event, the Purchaser may, at its sole election,
seek an injunction to prevent a breach of the Seller’s obligation to consummate
the Closing and shall be entitled to enforce its right to specific performance
of this Agreement by Seller.

     

    ARTICLE
XII.

     

    MISCELLANEOUS

     

    12.01
Notices. All
notices, requests and other communications hereunder must be in writing and will
be deemed to have been duly given only if delivered personally, sent by
facsimile transmission (so long as, concurrently with facsimile transmission, a
hard copy of such notice is sent by any other means permitted hereunder) or
mailed (first class postage prepaid or by a national overnight delivery service)
to the parties at the following addresses or facsimile numbers:

     

    
      
        	
                If
      to Purchaser, to: 

              	
                Nevada
      Gold & Casinos, Inc.

              
	 	50
      Brian Hollow Lane, Suite 500W 

                Houston,
      Texas 77027

                Attn:
      Robert B. Sturges, Chief Executive Officer

                Facsimile
      No.:  (713) 621-2245

              
	 	 
	
                with
      a copy to:   

              	Wolff
      & Samson P.C.
	 	
                One
      Boland Drive

                West
      Orange, New Jersey 07052

                Attn:  Laurence
      M. Smith, Esq.

                Facsimile
      No.:  (973) 530-2221

              
	 	 
	
                If
      to a Seller:   

              	c/o
      Maygan Hurst
	 	
                1911
      SW Campus Dr # 774

                Federal
      Way, WA  98023-6473

                Facsimile
      No.:  (253) 952-5711

              
	 	 
	
                with
      a copy to:   

              	Eisenhower
      & Carlson, PLLC
	 	
                1201
      Pacific Avenue, Suite 1201

                Tacoma,
      WA  98402-4395

                Attn:  Carl
      R. Peterson

                Facsimile
      No.:  (253)
272-5732

              


      

    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    All such
notices, requests and other communications will (i) if delivered personally to
the address as provided in this Section, be deemed given upon delivery, (ii) if
delivered by facsimile transmission to the facsimile number as provided in this
Section, be deemed given upon receipt, and (iii) if delivered by mail or by
overnight delivery in the manner described above to the address as provided in
this Section, be deemed given upon receipt (in each case regardless of whether
such notice, request or other communication is received by any other Person to
whom a copy of such notice, request or other communication is to be delivered
pursuant to this Section). Any party from time to time may change its address,
facsimile number or other information for the purpose of notices to that party
by giving notice specifying such change to the other party hereto.

     

    12.02
Construction.  The
parties acknowledge and agree that they and their respective counsel have had an
opportunity to review and make changes to this Agreement and the normal rule of
construction, whereby ambiguities are resolved against the drafting party, shall
be inapplicable to this Agreement and the interpretation hereof.

     

    12.03
Entire
Agreement.  This
Agreement and the Operative Agreements supersede all prior discussions and
agreements between the parties with respect to the subject matter hereof and
thereof, and contain the sole and entire agreement between the parties hereto
with respect to the subject matter hereof and thereof.

     

    12.04
Expenses.  Except
as otherwise expressly provided in this Agreement, each party will pay its own
costs and expenses incurred in connection with the negotiation, execution and
closing of this Agreement and the Operative Agreements and the transactions
contemplated hereby and thereby, including such party’s attorney’s fees and
costs.

     

    12.05
Public
Announcements.  At
all times at or before the Closing, the parties hereto will not, except as
otherwise required by applicable Law or the requirements or rules of a national
exchange on which a party’s (or such party’s Affiliate) stock is listed or
trade, issue or make any reports, statements or releases to the public with
respect to this Agreement or the transactions contemplated hereby without the
consent of the other party (and any such disclosures shall not be made unless
the other party has been provided no less than three (3) days written
notice).  Following the execution of this Agreement and in connection
therewith, Purchaser (or its Affiliate) will disseminate a press release to the
public (in form and content reasonably satisfactory to Seller) and Purchaser’s
Affiliate will file a Form 8-K with the Securities and Exchange Commission and
make all other filings as required by applicable Law, including the federal
securities laws.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    12.06
Confidentiality.  Subject
to the provisions of Sections 4.02 and 12.05, each party hereto will hold, and
will use its best efforts to cause its Affiliates, to hold, in strict confidence
from any Person, unless (i) compelled to disclose by judicial or administrative
process (including without limitation in connection with obtaining the necessary
approvals of this Agreement and the transactions contemplated hereby of
Governmental or Regulatory Authorities) or by other requirements of Law, (ii)
disclosed in an Action or Proceeding brought by a party hereto in pursuit of its
rights or in the exercise of its remedies hereunder or (iii) disclosure is
required in order for a party to perform its obligations hereunder, all
documents and information concerning the other party or any of its Affiliates
furnished to it by the other party or such other party's Representatives in
connection with this Agreement or the transactions contemplated hereby;
provided, however, that following the Closing the foregoing restrictions will
not apply to Purchaser's use of documents and information concerning the
Business, the Assets or the Assumed Liabilities.

     

    12.07
Waiver.  Any
term or condition of this Agreement may be waived at any time by the party that
is entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition. No waiver by any party of any term or condition
of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion.  All remedies, either under this
Agreement or by Law or otherwise afforded, will be cumulative and not
alternative.

     

    12.08
Amendment. This
Agreement may be amended, supplemented or modified only by a written instrument
duly executed by or on behalf of each party hereto.

     

    12.09
No Third Party
Beneficiary. The
terms and provisions of this Agreement are intended solely for the benefit of
each party hereto and their respective successors or permitted assigns, and it
is not the intention of the parties to confer third party beneficiary rights
upon any other Person other than any Person entitled to indemnity under Article
X.

     

    12.10
No Assignment; Binding
Effect.  Neither
this Agreement nor any right, interest or obligation hereunder may be assigned
by any party hereto without the prior written consent of the other party hereto
and any attempt to do so will be void, except (a) for assignments and transfers
by operation of Law and (b) that Purchaser may assign any or all of its rights,
interests and obligations hereunder or under any Operative Agreement (including
without limitation its rights under Article X) to (i) a wholly owned subsidiary
or other Affiliate, provided that any such subsidiary agrees in writing to be
bound by all of the terms, conditions and provisions contained herein and
written notice is provided to Seller no less than three (3) Business Days prior
to such assignment.  This Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their respective
successors and assigns.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    12.11
Headings.  The
headings used in this Agreement have been inserted for convenience of reference
only and do not define or limit the provisions hereof.

     

    12.12
Consent to
Jurisdiction and Service of Process. Each
party hereby irrevocably submits to the exclusive jurisdiction of any United
States District Court located in Washington or any court of the State of
Washington in any action, suit or proceeding arising out of or relating to this
Agreement or any of the Operative Agreements or any of the transactions
contemplated hereby or thereby.  Each party hereby irrevocably waives,
to the fullest extent permitted by Law, any objection that it may now or
hereafter have to the laying of the venue of any such action, suit or proceeding
brought in such a court and any claim that any such action, suit or proceeding
brought in such a court has been brought in an inconvenient forum. Nothing
herein shall affect the right of any party to serve process in any other manner
permitted by Law or to commence legal proceedings or otherwise proceed against
the other in any other jurisdiction.

     

    12.13
Invalid
Provisions.  If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under any present or future Law, and if the rights or obligations of any party
hereto under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable, (b) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof and (c) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance
herefrom.

     

    12.14
Exhibits and
Schedules.  All
Exhibits and Schedules, including the Disclosure Schedule annexed to this
Agreement are incorporated in and made a part of this Agreement as if set forth
in full.

     

    12.15
Governing
Law. This
Agreement shall be governed by and construed in accordance with the Laws of the
State of Washington applicable to a contract executed and performed in such
State, without giving effect to the conflicts of laws principles
thereof.

     

    12.16
Joint and Several
Obligations. All
representations, warranties, covenants and agreements of Seller in this
Agreement are, and shall be deemed, made, given or undertaken jointly and
severally by each Seller.

     

    12.17
Counterparts.  This
Agreement may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument. 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (SIGNATURE
PAGE TO ASSET PURCHASE AGREEMENT)

     

    IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first
above written.

     

    
      
        	 	
                Seller:

                 

                CRAZY
      MOOSE CASINO, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      Mitchell	 
	 	 	Name:
      Robert Mitchell	 
	 	 	Title:
      President	 


      



     

    
      
        	 	
                CRAZY
      MOOSE II CASINO, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      Mitchell	 
	 	 	Name:
      Robert Mitchell	 
	 	 	Title:
      President	 


      


      
        	 	
                COYOTE
      BOB’S, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	Robert
      Mitchell	 
	 	 	Name:
      Robert Mitchell	 
	 	 	Title:
      President	 


      



      
        	 	GULLWING III,
    LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	Robert
      Mitchell	 
	 	 	Name:
      Robert Mitchell	 
	 	 	Title: Member/Manager	 


      

    

     

    
      
        	 	
                Purchaser:

                


                NG
      WASHINGTON, LLC

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      B. Sturges	 
	 	 	Name:
      Robert B. Sturges	 
	 	 	Title:
      Manager	 


      

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  Acknowledged and Agreed to
      solely with respect 

                  to Sections 4.03, 4.09 and
      4.12:

                	 
	 	 	 	 
	
                   

                	Equity Owners:	 
	 	 	 
	 	/s/ Robert
    Mitchell	 
	 	Robert Mitchell	 
	 	 	 
	 	/s/ Stephen
    Bowman	 
	 	Stephen Bowman	 
	 	 	 
	 	/s/ Carl
    Jacobson	 
	 	Carl Jacobson	 


        

      

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
A

     

    DEFINITIONS

     

    Definitions.

     

    (a) Defined Terms. As
used in this Agreement, in addition to the defined terms set forth in the
Agreement, the following defined terms have the meanings indicated
below:

     

    "Actions or
Proceedings" means any action, suit, proceeding, arbitration or
Governmental or Regulatory Authority investigation or audit, including without
limitation, any eminent domain proceeding or proceeding or investigation
challenging or seeking the suspension or revocation of any License.

     

    "Affiliate" means any
Person that directly, or indirectly through one of more intermediaries, controls
or is controlled by or is under common control with the Person specified. For
purposes of this definition, control of a Person means the power, direct or
indirect, to direct or cause the direction of the management and policies of
such Person whether by Contract or otherwise and, in any event and without
limitation of the previous sentence, any Person owning ten percent (10%) or more
of the voting securities of another Person shall be deemed to control that
Person. With respect to a natural Person, an Affiliate includes such Person's
spouse, siblings and children.

     

    "Agreement" means this
Asset Purchase Agreement and the Exhibits and the Disclosure Schedule hereto and
the certificates delivered in accordance with Sections 6.03 and 7.03, as the
same shall be amended from time to time.

     

    "Assets and
Properties" of any Person means all assets and properties of every kind,
nature, character and description (whether real, personal or mixed, whether
tangible or intangible, whether absolute, accrued, contingent, fixed or
otherwise and wherever situated), including the goodwill related thereto,
operated, owned or leased by such Person, including without limitation cash,
cash equivalents, accounts and notes receivable, chattel paper, documents,
instruments, general intangibles, real estate, equipment, inventory, goods and
Intellectual Property.

     

    "Benefit Plan" means
any Plan established by Seller or any predecessor or other Affiliate of Seller,
existing at the Closing Date or within a three-year period prior to the
execution of this Agreement, to which Seller contributes or has contributed on
behalf of any Employee, former Employee or director, or under which any
Employee, former Employee or director of Seller or any beneficiary thereof is
covered, is eligible for coverage or has benefit rights.

     

    "Business Day" means a
day other than Saturday, Sunday or any day on which banks located in the State
of Washington are authorized or obligated to close.

     

    “CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and the rules and regulations promulgated thereunder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Claim Notice" means
written notification pursuant to Section 11.02(a) of a Third Party Claim as to
which indemnity under Section 11.01 is sought by an Indemnified Party, enclosing
a copy of all papers served, if any, and specifying the nature of and basis for
such Third Party Claim and for the Indemnified Party's claim against the
Indemnifying Party under Section 11.01, together with the amount or, if not then
reasonably determinable, the estimated amount, determined in good faith, of the
Loss arising from such Third Party Claim.

     

    "Code" means the
Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.

     

    "Contract" means any
written agreement, contract, commitment, lease for real or personal property,
license, purchase order, mortgage, indenture, security agreement or other
contract made by Seller in connection with the operation of the
Business.

     

    “Crazy Moose II Lease”
means that lease of the Real Property upon which Crazy Moose II operates its
mini-casino and other operations in Mountlake Terrace, Washington.

     

    "Defined Benefit Plan"
means each Benefit Plan which is subject to Part 3 of Title I of ERISA, Section
412 of the Code or Title IV of ERISA.

     

    "Disclosure Schedule"
means the record delivered to Purchaser by Seller herewith and dated as of the
date hereof, containing all lists, descriptions, exceptions and other
information and materials as are required to be included therein by Seller and
pursuant to this Agreement.

     

    "Dispute Period" means
the period ending thirty (30) days following receipt by an Indemnifying Party of
either a Claim Notice or an Indemnity Notice.

     

    "Employee" means each
employee of Seller engaged in the conduct of the Business.

     

    “Environmental Claim"
means, with respect to any Person, any written or oral notice, claim, demand or
other communication (collectively, a "claim") by any other Person alleging or
asserting such Person's liability for investigatory costs, cleanup costs,
Governmental or Regulatory Authority response costs, damages to natural
resources or other property, personal injuries, fines or penalties arising out
of, based on or resulting from (a) the presence, or Release into the
environment, of any Hazardous Material at any location, whether or not owned by
such Person, or (b) circumstances forming the basis of any violation, or alleged
violation, of any Environmental Law. The term "Environmental Claim" shall
include, without limitation, any claim by any Governmental or Regulatory
Authority for enforcement, cleanup, removal, response, remedial or other actions
or damages pursuant to any applicable Environmental Law, and any claim by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from the presence of Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Environmental Laws"
means any Law(s) or order relating to the regulation or protection of human
health, safety or the environment or to emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or industrial, toxic
or hazardous substances or wastes into the environment (including, without
limitation, ambient air, soil, surface water, ground water, wetlands, land or
subsurface strata), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes.

     

    “Equity Owners” means
each of the shareholders of Crazy Moose I, Crazy Moose II and Coyote
Bob’s  and each of the members of Gullwing who are signatories
hereto.

     

    "ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder.

     

    “GAAP” means generally
accepted accounting principles, consistently applied throughout the specified
period and in the immediately prior comparable period.

     

    "Governmental or Regulatory
Authority" means any court, tribunal, arbitrator, authority, agency,
commission, official or other instrumentality of the United States, or any
state, county, city or other political subdivision.

     

    "Hazardous Material"
means (A) any petroleum or petroleum products, flammable explosives, radioactive
materials, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation and transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls (PCBs); (B) any
chemicals or other materials or substances which are now or hereafter become
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," "extremely hazardous wastes," "restricted
hazardous wastes," "toxic substances," "toxic pollutants" or words of similar
import under any Environmental Law; and (C) any other chemical or other material
or substance, exposure to which is now or hereafter prohibited, limited or
regulated by any Governmental or Regulatory Authority under any Environmental
Law.  Notwithstanding the above, Hazardous Material shall not include
quantities of hazardous substances and other materials used in the ordinary
course of the Seller’s business (e.g. household cleaning solvents) and in
compliance with all Laws which are immaterial.

     

    "Indebtedness" of any
Person means all obligations of such Person (i) for borrowed money, (ii)
evidenced by notes, bonds, debentures or similar instruments, (iii) for the
deferred purchase price of goods or services (other than trade payables or
accruals incurred in the ordinary course of business), (iv) under capital leases
and (v) in the nature of guarantees of the obligations described in clauses (i)
through (iv) above of any other Person.

     

    "Indemnified Party"
means any Person claiming indemnification under any provision of Article
X.

     

    "Indemnifying Party"
means any Person against whom a. claim for indemnification is being asserted
under any provision of Article X.

     

    "Indemnity Notice"
means written notification pursuant to Section 10.02(b) of a claim for indemnity
under Article X by an Indemnified Party, specifying the nature of and basis for
such claim, together with the amount or, if not then reasonably determinable,
the estimated amount, determined in good faith, of the Loss arising from such
claim.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Intellectual
Property" means all (i) patents, patent applications, patent disclosures
and all related continuation, continuation-in-part, divisional, reissue,
re-examination, utility, model, certificate of invention and design patents,
patent applications, registrations and applications for registrations, (ii)
trademarks, service marks, trade drafts, logos, trade names and corporate names
and registrations and applications for registration thereof, including, without
limitation, all of the Seller’s or the Equity Owners rights in and to the
trademark and trade names “Crazy Moose”, "Crazy Moose Casino", “Crazy Moose II”,
“Crazy Moose II Casino”, “Crazy Moose III Casino”, “Coyote Bob’s” and “Coyote
Bob’s Casino” (iii) mask works and registrations and applications for
registration thereof, (iv) to the extent existing inventions, trade secrets and
confidential business information, whether patentable or non-patentable and
whether or not reduced to practice, know-how, manufacturing and product
processes and techniques, research and development information (including,
without limitation, player profiles), player development programs and related
tools and materials, marketing, promotional or campaign materials, copyrightable
works, financial, marketing and business data, pricing and cost information,
business and marketing plans and customer and supplier lists and information,
websites and internet domain names, (v) other proprietary rights relating
to any of the foregoing (including, without limitation, remedies against
infringements thereof and rights of protection of interest therein under the
laws of all jurisdictions), and (vi) copies and tangible embodiments thereof
patents and patent rights, inventions, processes, formulae, copyrights and
copyright rights, trade secrets, industrial models, processes, designs,
methodologies, computer programs (including all source codes), domain names and
related documentation, technical information, manufacturing, engineering and
technical drawings, know how and all pending applications for and registrations
of patents and copyrights.

     

    "IRS" means the United
States Internal Revenue Service.

     

    "Knowledge" of Seller
or "Known" to
Seller means the knowledge of any of the Equity Owners, the general manager of
Seller or corporate general counsel of Seller.

     

    "Law(s)" means all
laws, statutes, rules, regulations, ordinances and other pronouncements having
the effect of law of the United States, or any state, county, city or other
political subdivision or of any Governmental or Regulatory
Authority.

     

    "Leases" means,
collectively, the Real Property Leases and the Personal Property
Leases.

     

    "Liability(ies)" means
all Indebtedness, obligations and other liabilities of a Person (whether
absolute, accrued, contingent, fixed or otherwise, or whether due or to become
due).

     

    "License(s)" means all
licenses, permits, certificates of authority, authorizations, approvals,
registrations, franchises and similar consents granted or issued by any
Governmental or Regulatory Authority.

     

    “Lien(s)” means any
mortgage, pledge, assessment, security interest, lease, lien, adverse claim,
levy, charge or other encumbrance of any kind, or any conditional sale contract,
title retention contract or other contract to give any of the
foregoing.

     

    “Loss(es)” means any
and all damages, fines, fees, penalties, deficiencies, Taxes, losses expenses
(including, without limitation, interest, court costs, fees of attorneys,
environmental consultants, accountants and other experts or other expenses of
litigation or other proceedings or of any claim, default or
assessment).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Material Adverse
Effect” means any event which, individually or in the aggregate, could
have a material adverse effect on the condition (financial or otherwise),
results of operations of the Business, Real Property, assets (including without
limitation, the Assets) or liabilities of Seller, taken as a whole; provided,
however, that any such effect resulting from (a) any change in economic or
business conditions generally, (b) the expiration of any Assumed Contract that
expires in accordance with its terms or (c) the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby shall not
be considered when determining if a material adverse effect has
occurred.

     

    “Material Adverse
Change” means (i) any event, occurrence, change in facts, conditions or
other change or effect which has resulted in a 15% or greater decline in
Seller’s current combined year-to-date Gaming Total (as defined below) compared
to the combined Gaming Total for the identical year-to-date period in the
immediately preceding calendar year, except if such decline is due principally
to adverse weather conditions affecting patron visits to any of the operating
properties, (ii) a change in any applicable Laws prohibiting, or restricting or
limiting in any material manner, the conduct of the Business, (iii) any physical
damage, destruction or other casualty loss (whether or not covered by insurance)
affecting any of the Real Property or Tangible Personal Property or Equipment of
Seller in an aggregate amount exceeding $200,000, whether as a result of fire,
earthquake, flood, act of God or other event, (iv) the commencement of any
action of eminent domain or similar proceedings by any Governmental or
Regulatory Authority which could materially impair or limit the conduct of the
Business at the Real Property or (v) any strikes or significant labor
difficulties which would materially impair the ability of Seller to conduct
Business at any location.  As used herein, the term “Gaming Total”
shall mean the “rake” from all non-house banked card games multiplied by four
plus the “drop” for the house banked card games, as each such sum has been
historically calculated by the Seller in its daily “Win Loss”
Report.

     

    “Monetary Liens” shall
mean all liens or encumbrances upon or against the Real Property of a definite
or ascertainable amount which may be removed by the payment of money including,
without limitation, any mortgages, deeds of trust, or other debt security
instruments, attachments, judgments, liens for delinquent real estate taxes and
mechanics' or materialmen's liens.  However, "Monetary Liens" shall
not mean or include any lien or encumbrance for taxes or assessments to the
extent not due.

     

    “Operative Agreements”
means, collectively, the Bill of Sale, the Assumption Agreement and the other
Assumption Instruments, the Escrow Agreement, the Seller Finance Documents, the
Deed and the Owner’s Affidavit of Title.

     

    “Order” means any
writ, judgment, decree, injunction or similar order of any Governmental or
Regulatory Authority (in each such case whether preliminary or
final).

     

    “PBGC” means the
Pension Benefit Guaranty Corporation established under ERISA.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Pension Benefit Plan”
means each Benefit Plan which is a pension benefit plan within the meaning of
Section 3(2) of ERISA.

     

    “Permitted Liens” shall mean (a) any Lien
created pursuant to any law, rule or regulation of any government or any agency
of any government, or any judgment, order, writ, decree, permit or license of
any court or other agency of any government, including Liens not yet due and
payable for taxes related to the Real Property or otherwise which are disclosed
on a current owner’s title search of the Real Property and acceptable to the
Purchaser; provided, that standard and customary general title exceptions or
easements, rights of ways or other similar exceptions to title that are not
inconsistent with, and do not interfere with, Purchaser’s intended use of the
Real Property to conduct the Business and which are not material in nature shall
be deemed to be acceptable by Purchaser, and (b) those Liens set forth on Schedule A attached
hereto.  Permitted Liens shall not mean or include any Monetary
Liens.

     

    “Person” means any
natural person, corporation, limited liability company, general partnership,
limited partnership, proprietorship, other business organization, trust, union,
association or Governmental or Regulatory Authority.

     

    “Plan” means any
bonus, incentive compensation, deferred compensation, pension, profit sharing,
retirement, stock purchase, stock option, stock ownership, stock appreciation
rights, phantom stock, leave of absence, layoff, vacation, day or dependent
care, legal services, cafeteria, life, health, accident, disability, workmen's
compensation or other insurance, severance, separation or other employee benefit
plan, practice, policy or arrangement of any kind, whether written or oral,
including, but not limited to, any "employee benefit plan" within the meaning of
Section 3(3) of ERISA.

     

    “Purchaser Indemnified
Parties” means Purchaser and its officers, directors, employees, agents
and Affiliates.

     

    “Qualified Plan" means
each Benefit Plan which is intended to qualify under Section 401 of the
Code.

     

    “Real Property” shall be deemed to include
(i) the land owned by Gullwing located in the cities of Pasco, Washington, and
Kennewick, Washington (the “Land”); (ii) the
casino and all other buildings, structures, fixtures and other improvements now
or hereafter located on the Land (collectively, the “Improvements”); (iii)
all of Gullwing’s interest as landlord in or under all leases covering or
relating to the Land and/or the Improvements (said leases, together with any and
all amendments, modifications or supplements thereto and any security deposits
held thereunder, are collectively referred to herein as the “Real Property
Leases”) (iv) all agreements, if any, that relate to the ownership,
maintenance and operation of the Land and Improvements, including all
amendments, modifications, consents and supplements thereto (collectively, the
“Service
Contracts”); (v) any and all (A) drawings, specifications, surveys,
architectural, engineering, soils, seismic, geological and environmental
reports, studies and certificates, and other technical descriptions in the
possession or control of Gullwing relating to the Land or the Improvements
(collectively, the “Plans”), (B)
third-party warranties, guaranties and indemnities relating to the Land or the
Improvements (collectively, the “Warranties”), and (C)
licenses, permits, governmental approvals, utility commitments, utility rights,
development rights or approvals or other similar rights relating to the Land or
the Improvements (collectively, the “Real Property
Licenses”); (vi) all right, title and interest, if any, of Gullwing in
and to any land lying in the bed of any street, road, highway or avenue, open or
proposed, in front of or adjoining all or any part of the Land and in all
strips, gores or rights-of-way, riparian rights and easements; and (vii) all
other property, real, personal or mixed, owned or held by Gullwing which
relates, in any way, to the design, construction, ownership, use, leasing,
advertising, maintenance or operation of the Land, Improvements, Real Property
Leases, Service Contracts, Plans, Warranties or Real Property
Licenses.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Release” means any
release, spill, emission, leaking, pumping, injection, deposit, disposal,
discharge, dispersal, leaching or migration into the indoor or outdoor
environment, including, without limitation, the movement of Hazardous Materials
through ambient air, soil, surface water, ground water, wetlands, land or
subsurface strata.

     

    “Resolution Period”
means the period ending thirty (30) days following receipt by an Indemnified
Party of a written notice from an Indemnifying Party stating that it disputes
all or any portion of a claim set forth in a Claim Notice or an Indemnity
Notice.

     

    “Seller Indemnified
Parties" means the Equity Owners and each Seller and their respective
officers, directors, employees, agents and Affiliates.

     

    “Seller’s Material
Breach” means the material breach by Seller (beyond any applicable cure
period) of any representation, warranty or covenant contained in this Agreement,
including without limitation, (i) Seller’s failure to deliver to Purchaser a
true and complete copy of the 2008 Audited Financial Statements which satisfy
the requirements of Section 6.06, (ii) Seller’s failure to assign to Purchaser
(including obtaining any consents necessary therefor) the Crazy Moose II Lease
or the Parking Facility Lease or the Card Shuffler Agreements (solely in the
event that the card shufflers described therein have not been purchased by
Seller prior to Closing and included within the Assets) or Seller’s failure to
assign (or provide for new and substantially similar contracts for) in excess of
10% of the Table Game Licenses, or (iii) Seller’s failure to deliver to
Purchaser a privity letter which satisfies the requirements of Section
6.10.

     

    “Table Game Licenses”
means those contracts/licenses for use of the current table games operated in
connection with the Business which are included within the Assumed
Contracts.

     

    “Tax Return” means a
report, return or other information (including any amendments) required to be
supplied to a governmental entity by Seller with respect to Taxes, including,
where permitted or required, combined or consolidated returns for any group of
entities that includes Seller.

     

    “Tax(es)” means all
taxes, charges, fees, levies or other assessments, including but not limited to,
all net income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, payroll, employment, social security, unemployment, excise,
license, production, estimated, occupation, property, capital gain,
registration, governmental pension or insurance, withholding, royalty,
severance, stamp or documentary, value added, or other tax, charge, assessment,
duty, levy, compulsory loan, or other direct or indirect impost of any nature
whatsoever (including any interest, additions to tax, or civil or criminal
penalties thereon) of the United States or any jurisdiction therein, or any
domestic state, county, city or other political subdivision or any jurisdiction
therein.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     (b)
Construction of
Certain Terms and Phrases

     

      Unless
the context of this Agreement otherwise requires, (i) words of any gender
include each other gender; (ii) words using the singular or plural number also
include the plural or singular number, respectively; (iii) the terms "hereof,"
"herein," "hereby" and derivative or similar words refer to this entire
Agreement; (iv) the terms "Article" or "Section" refer to the specified Article
or Section of this Agreement; and (v) the phrases "ordinary course of business"
and "ordinary course of business consistent with past practice" refer to the
business and practice of Seller in connection with the Business. Whenever this
Agreement refers to a number of days, such number shall refer to calendar days
unless Business Days are specified. All accounting terms used herein and not
expressly defined herein shall have the meanings given to them under
GAAP.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
B

      


      LEGAL
DESCIRPTION

      


      Lot 2,
Block 1, The Highlands West, according to the Plat thereof recorded in Volume 11
of Plats, Page 4, records of Benton County, Washington.

      


      That
portion of Blocks 18 and 19, TOGETHER WITH vacated alley and streets adjoining
said blocks, O'KEEFE'S THIRD ADDITION TO PASCO according to the Plat thereof
recorded in Volume B of Plats, Page 37, records of Franklin County, Washington,
being more particularly described as follows: Beginning at the Southeast corner
of Section 25, Township 9 North, Range 29 East, W.M.; thence West along the
South line of said section, 406 feet; thence North parallel to the East line of
said section, 207 feet to the True Point of Beginning; thence East, parallel to
the South line of said section, 406 feet to the East line of said section;
thence North along the East line 200 feet; thence West, parallel to the South
line of said section, 406 feet; thence South, parallel to the East line of said
section, 200 feet to the True Point of Beginning; EXCEPT the East 40 feet
thereof conveyed to the City of Pasco, for South 20th Avenue, by Deed recorded
under Recording No. 283730.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT
C

       

      PROMISSORY
NOTE

       

      
        	
                $4,000,000.00

              	
                Tacoma,
      Washington

              


      

       

      This
promissory note (this “Note”) is made as of ____________, 2009, by NG
WASHINGTON, LLC (“Borrower”) in favor of CRAZY MOOSE CASINO, INC., CRAZY MOOSE
CASINO II, INC., COYOTE BOB’S, INC. and GULLWING III, LLC
(“Lender”).

       

      For value
received, Borrower promises to pay to Lender, or order, the principal sum of
Four Million and No/100 U.S. Dollars ($4,000,000.00), together with interest
thereon, all as hereinafter provided and upon the following terms and
conditions:

       

      Payment and
Interest.  The terms of payment of this Note and the rate of
interest shall be as follows:

       

      (a) Quarterly
Payments.  Beginning on [___________]1, 2009 and
continuing on the same day of every third month thereafter for thirty-six (36)
months, Borrower shall pay to Lender all interest accrued on this Note through
the date of such payment.

       

      (b) Final Payment.  All
principal and interest amounts outstanding on this Note shall be paid in full on
[________], 2012.

       

      (c) Interest.  All
principal amounts outstanding from time to time owing on this Note shall bear
interest at the rate of seven percent (7%) per annum.

       

      Security.  To
secure, among other things, payment of the obligations owing under this Note,
the parties hereto agree that the following shall be pledged and offered as
security to Lender (“Collateral”):

       

      (a) This
Note and the sums evidenced hereby shall be secured by a Deed of Trust by and
between Lender and Borrower of even date herewith ("Deed of Trust"), encumbering
Borrower's interest in certain real property located at 510 South 20th Street,
Pasco, Washington (parcel no. 119481053) and 3014 W. Kennewick Avenue,
Kennewick, Washington (parcel no. 103891040001002) (collectively,
"Property").  The Deed of Trust shall be in first position on the
Property, subject to no liens or encumbrances other than those liens described
in the Deed of Trust.

       

      (b) This
Note and the sums evidenced hereby shall be secured by a Security Agreement by
and between Lender and Borrower of even date herewith ("Security Agreement"),
encumbering Borrower's interest in the personal property described in the
Security Agreement ("Personal Property"), subject to no liens or encumbrances
other than permitted liens described in the Security Agreement.

       

      Guaranty.  The
obligations owing hereunder and performance of all of the indebtedness,
obligations and duties owing by Borrower to Lender shall be guarantied by Nevada
Gold & Casinos, Inc. ("Guarantor") pursuant to a guaranty of even date
herewith ("Guaranty").

       

      
        
          

        

        
          1 The
first Quarterly Payment is payable three (3) months following the Closing
Date.

           

        

      

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Prepayment.  The
indebtedness evidenced by this Note may be pre-paid, in whole or in part, at any
time or from time to time, without premium or penalty or additional charges of
any kind.

       

      Events of
Default:  Time is of the essence of this Note.  Any
one or more of the following events shall be considered an event of default
("Event of Default") hereunder:

       

      (a) Default on Extension of
Credit.  Failure of Borrower to make any payment of principal,
interest, late charges or other sums when due under this Note, which failure
continues for more than ten (10) days after Borrower’s receipt of written notice
from Lender of any such failure .

       

      (b) Other
Defaults.  Failure of (i) Borrower to comply with or to perform
when due any other term, obligation, covenant or condition contained in this
Note, in the Deed of Trust, or the Security Agreement or (ii) the Guarantor to
comply with the Guaranty, in either case which failure continues for more than
thirty (30) days after Borrower’s receipt of written notice from Lender of any
such failure.  The Note the Deed of Trust, the Security Agreement and
the Guaranty shall be referred to herein as the “Related
Documents.”

       

      (c) Insolvency.  (i)  The
dissolution or termination of Borrower's existence as a going concern (other
than as a result of a merger or consolidation of Borrower with and into an
Affiliate of Borrower or a transfer of substantially all of the assets of
Borrower to its Affiliate, as a result of which or in connection with which the
Borrower’s existence as a going concern is terminated (an “Affiliate
Transaction”); provided, however, in the event of an Affiliate Transaction, the
Affiliate assumes all obligations under this Note and the Related Documents and
provides notice of same to Lender) or (ii) the insolvency of Borrower, the
appointment of a receiver for any part of Borrower’s property, any assignment by
Borrower for the benefit of its creditors, any type of creditor workout
involving the Borrower and substantially all of its creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against Borrower.

       

      (d) Creditor or Forfeiture
Proceedings.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method (each, a “Proceeding”), by any creditor of Borrower or any other
creditor or any grantor against any collateral of the Lender securing this Note,
including the Property and the Real Property, or by any Governmental or
Regulatory Authority, which Proceeding is not dismissed or stayed within sixty
(60) days after the commencement of such Proceeding.

       

      Remedies.  If any
Event of Default shall occur, the Lender may, in its sole discretion, take any
one or more of the following actions (except that in the case of an Event of
Default of the type described in clause (ii) of the “Insolvency” subsection (c)
above, the acceleration set forth below shall be automatic and not
optional):

      (a)
Declare all principal, interest, and other sums on this Note immediately due and
payable without demand, protest, notice of protest, notice of default,
presentment for the payment or further notice of any kind (which Borrower hereby
waives);

       

      (b)
Repossess, sell or otherwise dispose of any or all of the Collateral;
and/or

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (c)
Proceed to enforce such other and additional rights and remedies that the Lender
may have hereunder, under the Security Agreement, Deed of Trust or Guaranty or
as may be provided by law.

       

      Default
Interest.  Upon the occurrence of an Event of Default, the
interest rate described above shall increase immediately by eight percent (8%)
per annum.

       

      Rights Not
Exclusive.  The rights and remedies provided for in this Note
are cumulative and are not exclusive, and the Lender may also exercise any other
rights, powers, privileges or remedies provided by law or in
equity.

       

      Payments.  Any and
all payments made hereunder shall be made (i) by check to Lender at c/o Maygan
Hurst, 1911 SW Campus Dr # 774, Federal Way, WA  98023-6473, or to
such other location as shall be requested by Lender or (ii) by wire of funds to
[TBS]2.  Any and all payment made hereunder shall be deemed
tendered and received only upon actual receipt, promptly on the date due for
each such payment as herein required (time being of the essence), at the address
or account of the Lender designated for such payment.  Borrower hereby
expressly assumes all risks of loss or liability resulting from non-delivery or
delay in delivery of any payment transmitted by mail or in any other
manner.

       

      Maximum Interest
Rate.  Nothing herein contained, nor any transaction relating
hereto, shall be construed or so operate as to require Borrower to pay, or be
charged, interest at a greater rate than the maximum allowed by the applicable
law relating to this Note.  Should any interest or other charges,
charged, paid or payable by Borrower in connection with this Note, or any other
document delivered in connection herewith, result in the charging, compensation,
payment or earning of interest in excess of the maximum allowed by the
applicable law, all such excess shall be, and the same is hereby waived by the
Lender, and any and all such excess paid shall be automatically credited against
and in reduction of the principal due under this Note.

       

      Late Charges; Acceptance of
Payments.  If any installment under this Note is unpaid more
than ten (10) days after it is due there shall be added to each such delinquent
installment a late charge equal to ten percent (10%) of the installment or, in
the case of the payment of the principal balance of this Note upon maturity,
five percent (5%) of the installment.  Acceptance by the Lender of any
payment in an amount less than the amount then due shall be deemed an acceptance
on account only, and the failure to pay the entire amount then due shall be and
continue to be an Event of Default, and at any time thereafter and until the
entire amount then due has been paid, Lender shall be entitled to exercise all
rights conferred upon it by this Note and/or under any the other documents upon
occurrence of an Event of Default.

       

      Liability.  Borrower
hereby waives demand, presentment for payment, protest and notice of protest,
and of nonpayment.  Borrower agrees that any modification or extension
of the terms of payment made by the Lender or subsequent holder of this Note
with or without notice, or a release of any party liable for Borrower’s
obligations, or a release of property, real or personal, or any part thereof
granted as security herefor, shall not diminish or impair Borrower’s liability
for the payment hereof.

       

      
        
          

        

      

      
        2 Lender to provide
wire instructions.

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Waiver.  No delay or
failure of the Lender in exercising any right, remedy, power or privilege
hereunder shall affect such right, remedy, power or privilege, nor shall any
single or partial exercise thereof preclude the exercise of any other right,
remedy, power or privilege.  No delay or failure of the Lender at any
time to demand strict adherence to the terms of this Note or any other
documents, instruments or agreements between Borrower and Lender shall be deemed
to constitute a course of conduct inconsistent with Lender's right at any time,
before or after any Event of Default, to demand strict adherence to the terms of
this Note or the Related Documents.

       

      Attorney's Fees, Costs and
Expenses.  Upon the occurrence of an Event of Default and if
this Note is referred to an attorney for collection or suit is brought hereon,
the Borrower shall pay to Lender or any subsequent holder all expenses and costs
of collection, including, but not limited to, reasonable attorney's costs and
fees, including any costs and fees incurred in connection with any bankruptcy
action or appeal.  Any judgment recovered by the Lender or subsequent
holder shall bear interest at the default rate.

       

      No Assignment.  The
obligations of the Borrower are not assignable nor assumable by any person or
firm, nor may any person or firm take or receive the property "subject to" this
Note, without the prior written consent of Lender, except in the case of an
Affiliate Transaction pursuant to which, (1) by operation of law or pursuant to
an assumption agreement, the obligations of the Borrower under this Note are
assumed by an Affiliate of Borrower, and (2) Lender has been given no less
than ten (10) days notice and an opportunity to take such actions as Lender
deems necessary to perfect and continue Lender's security interest in the
Collateral.  This Note shall be non-assignable by Lender until the
expiration of one (1) year following the date hereof.  As a condition
to assigning this Note from and after the one-year anniversary of the date
hereof, and in order to provide assurance that Lender will have the financial
ability to satisfy any claims that Borrower may have against Lender, Lender
shall post a bond in favor of Borrower (with a bonding company and having terms
that are approved by Borrower in writing, such approval not to be unreasonably
withheld) or maintain cash in a segregated account (and provide written
evidence, reasonably satisfactory to Borrower, upon the establishment of such
account and quarterly thereafter, including evidence of the balance in such
account) in an amount equal to the greater of (i) $250,000 or (ii) the amount of
any claims asserted by Borrower against Lender in good faith, prior to the
assignment of this Note by Lender, pursuant to any other agreements among
Borrower and Lender.

       

      Venue and Applicable
Law.  Borrower agrees that the venue of any action hereon shall
be laid in Pierce County, Washington and that this Note shall be construed
according to the laws of the State of Washington.

       

      Defined Terms.  As
used in this Note, in addition to the defined terms set forth herein, the
following defined terms have the meanings indicated below:

       

      “Affiliate”
means any Person that directly, or indirectly through one of more
intermediaries, controls or is controlled by or is under common control with the
Person specified. For purposes of this definition, control of a Person means the
power, direct or indirect, to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise and, in any event
and without limitation of the previous sentence, any Person owning ten percent
(10%) or more of the voting securities of another Person shall be deemed to
control that Person. With respect to a natural Person, an Affiliate includes
such Person's spouse, siblings and children.

       

      “Governmental
or Regulatory Authority” means any court, tribunal, arbitrator, authority,
agency, commission, official or other instrumentality of the United States, or
any state, county, city or other political subdivision.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Person”
means any natural person, corporation, limited liability company, general
partnership, limited partnership, proprietorship, other business organization,
trust, union, association or Governmental or Regulatory Authority.

       

      
      

       

      
        	
                
                  NOTICE
      CONCERNING ORAL AGREEMENTS

                

                
                   

                  Oral
      agreements or oral commitments to lend

                

                
                  money,
      extend credit or to forbear from

                  enforcing
      repayment of a debt are not

                  enforceable
      under Washington law.

                

              


      

       

       

      Dated as
of the date first above written.

       

      Borrower

       

      NG
WASHINGTON, LLC

       

      
      

       

      
        	By: 	 
	Its:  	 


      

       

      Lender

       

      CRAZY
MOOSE CASINO, INC.

       

       

      
        
          	By: 	 
	Its:  	 


        

         

      

      CRAZY
MOOSE CASINO II, INC.

       

       

      
        
          	By: 	 
	Its:  	 


        

         

      

      COYOTE
BOB’S, INC.

       

       

      
        
          	By: 	 
	Its:  	 


        

         

      

      GULLWING
III, LLC

       

       

      
        	By: 	 
	Its:  	 


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D-1

       

      SECURITY
AGREEMENT

       

      This
Security Agreement (“Agreement”) is made as of ________ __, 2009, by CRAZY MOOSE
CASINO, INC., a Washington corporation having an office at 510 South 20th
Street, Pasco, Washington 99301 (“Crazy Moose”), CRAZY MOOSE CASINO II, INC., a
Washington corporation having an office at 22003 66th Ave. W, Ste. A, Mountlake
Terrace, Washington 98043 (“Crazy Moose II”), COYOTE BOB’S, INC., a Washington
corporation having an office at 3014 W. Kennewick Ave., Kennewick, Washington
99336 (“Coyote Bob’s”), and GULLWING III, LLC, a Washington limited liability
company having an office at 402 16th St. NE, Ste. A-106, Auburn, Washington
98002 (“Gullwing”) (Crazy Moose, Crazy Moose II, Coyote Bob’s and Gullwing shall
be collectively referred to herein as “Lender”), and NG WASHINGTON, LLC, a
Washington limited liability company having an office at 50 Briar Hollow Lane,
Suite 500 West Houston, Texas 77027 (“Borrower”).

       

      RECITALS

       

       

      A.
Pursuant to an Asset Purchase Agreement dated as of March 12, 2009 (“Purchase
Agreement”), Borrower has agreed to purchase the Assets (as defined below) from
Lender.  In connection therewith, among other documents, Borrower has
executed in favor of Lender a promissory note of even date herewith in the
aggregate original principal amount of $4,000,000
(“Note”).  Capitalized terms used and not defined herein shall have
the meanings ascribed to such terms as set forth in the Purchase
Agreement.

       

       

      B. It is
a condition to Closing of the Purchase Agreement that Borrower execute and
deliver to Lender (i) a deed of trust encumbering Borrower's interest in certain
real property transferred pursuant to the Purchase Agreement (“Deed of Trust”)
and (ii) this Agreement, encumbering all of its personal property assets,
including those transferred by Lender to Borrower under the Purchase Agreement,
as collateral security for the payment and performance of the Indebtedness (as
defined below).

       

      Now,
therefore, the parties hereto hereby agree as follows:

       

      AGREEMENT

       

      1. Grant of Security
Interest.  For valuable consideration, Borrower grants to
Lender a security interest in the Collateral to secure the Indebtedness and
agrees that Lender shall have the rights stated in this Agreement with respect
to the Collateral, in addition to all other rights which Lender may have by
applicable law.

       

      2. Definitions.  The
following words shall have the following meanings when used in this
Agreement:

       

      
        	
                ·  

              	
                Account.  “Account”
      or “Accounts” means all of Borrower's accounts, including those as defined
      in RCW 62A.9A-102.

              


      

       

      
        	
                ·  

              	
                Agreement.  "Agreement"
      means this Security Agreement, as this Security Agreement may be amended
      or modified from time to time, together with all exhibits and schedules
      attached to this Security
Agreement.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                ·  

              	
                Borrower.  "Borrower"
      means NG WASHINGTON, LLC and its successors and
  assigns.

              


      

       

      
        	
                ·  

              	
                Collateral.  "Collateral"
      means the following described property of Borrower, whether now owned or
      hereafter acquired, whether now existing or hereafter arising and wherever
      located (collectively, “Assets”):

              


      

       

      All
Accounts, Inventory, Equipment, vehicles, chattel paper (whether tangible or
electronic) and General Intangibles, commercial tort claims, documents,
fixtures, instruments, letter of credit rights, money and supporting
obligations, and Income and Proceeds therefrom; provided, however, in no event
shall the Collateral consist of assets acquired by Borrower after the date of
this Agreement for use in connection with a new location that does not comprise
part of the Business as of the Closing Date.

       

      In
addition, the word "Collateral" includes all the following, whether now owned or
hereafter acquired, whether now existing or hereafter existing and wherever
located:

       

      (a) All
attachments, accessions, accessories, tools, parts, supplies, increases, and
additions to and replacements of and substitutions for any Assets.

       

      (b) All
products and produce of any Assets.

       

      (c) All
accounts, general intangibles, instruments, rents, monies, payments, and all
other rights, arising out of a sale, lease, or other disposition of any
Assets.

       

      (d) All
proceeds (including insurance proceeds) from the sale or other disposition of
any Assets.

       

      (e) All
records and data relating to any Assets, whether in the form of a writing,
photograph, microfilm, microfiche, or electronic media, together with all of
Borrower's right, title, and interest in and to all computer software required
to utilize, create, maintain, and process any such records or data on electronic
media.

       

      
        	
                ·  

              	
                Deed of
      Trust.  “Deed of Trust” shall be as defined in Recital B
      above.

              


      

       

      
        	
                ·  

              	
                Equipment.  “Equipment”
      means all Borrower’s equipment, machinery, furniture, and furnishings,
      including that acquired by Borrower at Closing under the Purchase
      Agreement, together with all accessions, parts, attachments, accessories,
      or appurtenances thereto, or appertaining, attached, kept, used or
      intended for use in connection therewith, and all substitutions,
      improvements and replacements thereof and additions
    thereto.

              


      

       

      
        	
                ·  

              	
                Event of
      Default.  "Event of Default" means any of the Events of
      Default set forth below in the section titled "Events of
      Default."

              


      

       

      
        	
                ·  

              	
                General
      Intangibles.  “General Intangibles” means all of
      Borrower’s general intangibles, including, but not limited to, any
      contract rights, permits and licenses to the extent transferable by
      applicable law, concessions, trademarks, patents, copyrights or franchises
      or general rights to receive payment from any source whatsoever, now owned
      or hereafter acquired, including those acquired by Borrower under the
      Purchase Agreement.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                ·  

              	
                Guaranty.  “Guaranty”
      means that guaranty by Nevada Gold & Casinos, Inc. of even date
      herewith in favor of the Lender.

              


      

       

      
        	
                ·  

              	
                Income and
      Proceeds.  “Income and Proceeds” mean all present and
      future income, proceeds, earnings, increases, and substitutions from or
      for the Collateral of every kind and nature, including without limitation
      all payments, interest, profits, distributions, benefits, rights, options,
      warrants, dividends, stock dividends, stock splits, stock rights,
      regulatory dividends, distributions, subscriptions, monies, claims for
      money due and to become due, proceeds of any insurance on the Collateral,
      whether voluntary or involuntary, by agreement or by operation of law, and
      all other property Borrower is entitled to receive on account of such
      Collateral, including accounts, contract rights, documents, instruments,
      chattel paper, and general
intangibles.

              


      

       

      
        	
                ·  

              	
                Indebtedness.  “Indebtedness”
      means the indebtedness evidenced by the Note or any other Related
      Documents, including all principal, interest, costs, fees and expenses for
      which Borrower is responsible.

              


      

       

      
        	
                ·  

              	
                Inventory.  "Inventory"
      means all of Borrower's inventory, including that as defined in RCW
      62A.9A.102.

              


      

       

      
        	
                ·  

              	
                Lender.  "Lender"
      means collectively, CRAZY MOOSE, CRAZY MOOSE II, COYOTE BOB’S and GULLWING
      and their successors and assigns.

              


      

       

      
        	
                ·  

              	
                Note.  “Note”
      means the Note of even date herewith, in the principal amount of
      $4,000,000.00 from Borrower to Lender, together with all renewals of,
      extensions of, modifications of, refinancings of, consolidations of and
      substitutions therefor.

              


      

       

      
        	
                ·  

              	
                Permitted
      Lien.  “Permitted Lien” means (i) the term “Permitted
      Lien” as defined in the Purchase Agreement, (ii) a lien in favor of the
      principal lender to Borrower or its Affiliates, so long as such lien is
      subordinate to the lien granted to Lender hereunder and approved in
      writing by Lender, such approval not to be unreasonably withheld and (iii)
      purchase money security interests granted from time to time by Borrower in
      an amount not to exceed $100,000 (or such greater amount as Lender may
      approve in writing, such approval not to be unreasonably withheld) in any
      calendar year, provided that such security interests attach only to the
      personal property (which shall be described with specificity in the
      applicable UCC-1 statements) being financed by the secured party and
      Lender receives any notices required under the applicable provisions of
      the Washington Uniform Commercial Code--RCW 62A.1 101 et seq. and a
      detailed description of the personal property subject to the purchase
      money security interest (complete with serial numbers if
      available).

              


      

       

      
        	
                ·  

              	
                Purchase
      Agreement.  Purchase Agreement shall be as defined in
      Recital A above.

              


      

       

      
        	
                ·  

              	
                Related
      Documents.  "Related Documents" means the Note and the
      Deed of Trust.

              


      

       

      3. Borrower's Waivers and
Responsibilities.  Except as otherwise required under this
Agreement or by applicable law, (a) Borrower agrees that Lender need not tell
Borrower about any action or inaction Lender takes in connection with this
Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; (c) Borrower waives any defenses that may arise
because of any action or inaction of Lender, including without limitation any
failure of Lender to realize upon the Collateral or any delay by Lender in
realizing upon the Collateral; and (d) Borrower agrees to remain liable under
the Indebtedness no matter what action Lender takes or fails to take under this
Agreement.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      4. Obligations of
Borrower.  Borrower covenants to Lender as
follows:

       

      4.1
Organization.  Borrower shall at all times remain a Washington
State limited liability company validly existing under the laws of the State of
Washington, except in connection with an Affiliate Transaction (as defined in
the Note).

       

      4.2 Perfection of Security
Interest.  Borrower agrees to execute such financing statements
and to take whatever other actions are reasonably requested by Lender to perfect
and continue Lender's security interest in the Collateral.  Upon
request of Lender, Borrower will note Lender's interest upon any chattel paper
constituting part of the Collateral.  Lender may at any time, and
without further authorization from Borrower, file a carbon, photographic or
other reproduction of any financing statement or of this Agreement for use as a
financing statement.  Borrower will reimburse Lender for all expenses
for the perfection and the continuation of the perfection of Lender's security
interest in the Collateral.  Borrower promptly will notify Lender of
any change in Borrower's name including any change to the assumed business names
of Borrower.

       

      4.3 Removal of
Collateral.  Borrower shall keep the Collateral (or to the
extent the Collateral consists of intangible property such as accounts, the
records concerning the Collateral) at Borrower's addresses within the State of
Washington, or at such other locations where Borrower conducts business as
specified by written notice to Lender.  To the extent that the
Collateral consists of vehicles, or other titled property, Borrower shall not
take or permit any action which would require application for certificates of
title for the vehicles outside the State of Washington, without the prior
written consent of Lender.

       

      4.4 Transactions Involving
Collateral.  Borrower shall not sell, offer to sell, or
otherwise transfer or dispose of the Collateral except for (i) the sale of
Inventory in the ordinary course of its business, (ii) the sale of Equipment
which is fully-depreciated or obsolete or (iii) as otherwise permitted hereunder
or under any other Related Document.  A sale in the ordinary course of
Borrower's business does not include a transfer in partial or total satisfaction
of a debt (other than in partial or total satisfaction of the Note) or any bulk
sale.  Borrower shall not, without the prior written consent of
Lender, pledge, mortgage, encumber or otherwise permit the Collateral to be
subject to any lien, security interest, encumbrance, or charge, other than the
security interest provided for in this Agreement and other than Permitted
Liens.  Unless waived by Lender, all proceeds from any disposition of
the Collateral in violation hereof (for whatever reason) shall be held in trust
for Lender and shall not be commingled with any other funds; provided, however,
this requirement shall not constitute consent by Lender to any sale or other
disposition in violation of this Section 4.4.  Upon receipt, Borrower
shall immediately deliver any such proceeds to Lender.

       

      4.5 Title.  Borrower
covenants to Lender that all times it shall hold good and marketable title to
the Collateral, free and clear of all liens and encumbrances except for the
liens permitted by this Agreement and any Permitted Lien.  Borrower
shall defend Lender's rights in the Collateral against the claims and demands of
all other persons.

       

      4.6 Taxes, Assessments and
Liens.  Borrower shall pay when due all taxes, assessments and
liens upon the Collateral, its use or operation, upon this Agreement, upon the
Note, or upon any of the other Related Documents; provided, however, in no event
shall Borrower be obligated to pay any taxes or other assessment relating to the
income of Lender, including without limitation, interest under the
Note.  Borrower may withhold any such payment or may elect to contest
any lien if Borrower is in good faith conducting an appropriate proceeding to
contest the obligation to pay and so long as Lender's interest in the Collateral
is not jeopardized.  If the Collateral is subjected to a lien which is
not discharged within thirty (30) days, Borrower shall deposit with Lender cash,
a sufficient corporate surety bond or other security satisfactory to Lender in
an amount adequate to provide for the discharge of the lien plus any interest,
costs, attorneys' fees or other charges that could accrue as a result of
foreclosure or sale of the Collateral.  In any contest Borrower shall
defend itself and Lender and shall satisfy any final adverse judgment before
enforcement against the Collateral.  Borrower shall name Lender as an
additional obligee under any surety bond furnished in the contested
proceedings.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      4.7 Compliance With Governmental
Requirements.  Borrower shall comply promptly in all material
respects with all laws, ordinances and regulations of all Governmental or
Regulatory Authority applicable to the production, disposition, or use of the
Collateral.  Borrower may contest in good faith any such law,
ordinance or regulation and withhold compliance during any proceeding, including
appropriate appeals, so long as Lender's interest in the Collateral is not
jeopardized.

       

      4.8 Hazardous
Substances.  Borrower represents and warrants that the
Collateral shall not, so long as this Agreement remains a lien on the
Collateral, be used for the generation, manufacture, storage, transportation,
treatment, disposal, release or threatened release of any hazardous waste or
substance, as those terms are defined in 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 Material Transportation Act, 49
U.S.C. Section 1801, et seq, the Resource Conservation and Recovery Act, 49
U.S.C. Section 6901, et seq., or other applicable state or Federal laws, rules
or regulations adopted pursuant to any of the foregoing.  The terms
"hazardous waste" and "hazardous substance" shall also include, without
limitation, petroleum and petroleum by-products or any fraction thereof and
asbestos.  Borrower hereby releases and waives any future claims
against a Lender for indemnity or contribution in the event Borrower becomes
liable for cleanup or other costs under any such
laws.  Notwithstanding the foregoing, office equipment, cleaning
solutions and other materials that are or contain hazardous substances may be
used, handled or stored on the premises in which Borrower conducts business,
provided such are in de minimis amounts only and are incidental to, and
reasonably necessary for, the operation and maintenance of the premises and are
used in compliance with all environmental statutes.

       

      4.9 Maintenance of Casualty
Insurance.  Borrower shall procure and maintain all risks
insurance, including without limitation, fire, theft and liability coverage,
together with such other insurance, similar in form, amounts, coverages and
basis as are currently in effect with respect to the Collateral, issued by a
company or companies reasonably 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 and not including any disclaimer of the
insurer's liability for failure to give such a notice.  In connection
with all policies covering Collateral, Borrower will provide Lender with such
loss payable or other endorsements as Lender may reasonably
require.  If Borrower at any time fails to obtain or maintain any
insurance as required under this Agreement, Lender may (but shall not be
obligated to) obtain such insurance as Lender deems appropriate in accordance
with this Section 4.9, including if it so chooses "single interest insurance,"
which will cover only Lender's interest in the Collateral.

       

      4.10
Application of Insurance
Proceeds.  Borrower shall promptly notify Lender of any loss or
damage to the Collateral in excess of $10,000.  Lender may make proof
of loss if Borrower fails to do so within forty-five (45) days of the
casualty.  All proceeds of any insurance on the Collateral, including
accrued proceeds thereon, shall be utilized by Borrower for repair or
replacement of the damaged or destroyed Collateral.  Any proceeds
which have not been disbursed within six (6) months after their receipt and
which Borrower has not committed to the repair or restoration of the Collateral
shall be used to prepay the Indebtedness.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      4.11
Maintenance and Inspection of
Collateral.  Borrower shall maintain all tangible Collateral in
good condition and repair, normal wear and tear excepted.  Borrower
will not commit damage to or destruction of the Collateral or any part of the
Collateral.

       

      5. Expenditures By
Lender.  If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Borrower under this Agreement, including without
limitation all taxes, liens, security interests, encumbrances, and other claims,
at any time levied or placed on the Collateral.  Lender also may (but
shall not be obligated to) pay all costs of insuring, maintaining and preserving
the Collateral consistent with the terms of this Agreement.  All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the interest rate then in effect under the Note, from the date
incurred or paid by Lender to the date of repayment by Borrower.  All
such expenses shall 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 Indebtedness
and be apportioned among and be payable with any installment payments to become
due during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Indebtedness or (c) be treated as a balloon payment which
will be due and payable at the Indebtedness's maturity.  This
Agreement also will secure payment of these amounts.  Such right shall
be in addition to all other rights and remedies to which Lender may be entitled
upon the occurrence of an Event of Default.

       

      6. Limitations on Obligations of
Lender.  Following an Event of Default and the expiration of
any applicable cure period, Lender shall use ordinary reasonable care in the
physical preservation and custody of the Collateral in Lender's possession, but
shall have no other obligation to protect the Collateral or its
value.  In particular, but without limitation, Lender shall have no
responsibility for (a) any depreciation in value of the Collateral or for the
collection or protection of any income and proceeds from the Collateral, (b)
preservation of rights against parties to the Collateral or against third
persons, (c) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any of the Collateral, or (d) informing
Borrower about any of the above, whether or not Lender has or is deemed to have
knowledge of such matters.  Except as provided above, Lender shall
have no liability for depreciation or deterioration of the
Collateral.

       

      7. Default and
Remedies.

       

      7.1 Events of
Default.  An Event of Default (as defined under the Note) shall
constitute an “Event of Default” under this Agreement.

       

      7.2 Rights and Remedies on
Default.  Following the occurrence and during the continuance
of an Event of Default, Lender may exercise any one or more of the rights and
remedies set forth below, except that in the case of an Event of Default of the
type described in subsection (c) of the Note entitled "Insolvency", such
acceleration shall be automatic and not optional.

       

      
        
          	
                	
                  7.2.1

                	
                  Accelerate
      Indebtedness.  Declare all Indebtedness immediately due
      and payable.

                


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  7.2.2

                	
                  Assemble
      Collateral.  Lender may require Borrower to deliver to
      Lender all or any portion of the Collateral and any and all certificates
      of title and other documents relating to the Collateral.  Lender
      may require Borrower to assemble the Collateral and make it available to
      Lender at a place to be designated by Lender.  Lender also shall
      have full power to enter upon the property of Borrower to take possession
      of and remove the Collateral.  If the Collateral contains other
      goods not covered by this Agreement at the time of repossession, Borrower
      agrees Lender may take such other goods, provided that Lender makes
      reasonable efforts to return them to Borrower after
      repossession.

                


        

      

       

      7.2.3
Sell the
Collateral.  Sell the Collateral, at Lender's discretion, as a
unit or in parcels, at one or more public or private sales.  Unless
the Collateral is perishable or threatens to decline speedily in value or is of
a type customarily sold on a recognized market, Lender shall give or mail to
Borrower, or any of them, notice at least ten (10) days in advance of the time
and place of any public sale, or of the date after which any private sale may be
made.  Borrower agrees that any requirement of reasonable notice is
satisfied if Lender mails notice by ordinary mail addressed to Borrower, or any
of them, at the last address Borrower has given Lender in writing.  If
a public sale is held, there shall be sufficient compliance with all
requirements of notice to the public by a single publication in any newspaper of
general circulation in the county where the Lender is located, setting forth the
time and place of sale and a brief description of the property to be
sold.  Lender may be a purchaser at any public sale.

       

      7.2.4
Foreclosure.  Maintain
a judicial suit for foreclosure and sale of the Collateral.

       

      7.2.5
Transfer
Title.  Effect transfer of title upon sale of all or part of
the Collateral.  For this purpose, following an Event of Default and
the expiration of any applicable cure period, Borrower irrevocably appoints
Lender as its attorney-in-fact to execute endorsements, assignments and
instruments in the name of Borrower and each of them (if more than one) as shall
be necessary or reasonable.

       

      7.2.6
Appoint
Receiver.  To the extent permitted by applicable law, Lender
shall have the following rights and remedies regarding the appointment of a
receiver: (a) Lender may have a receiver appointed as a matter of right, (b) the
receiver may be an employee of Lender and may serve without bond, and (c) all
fees of the receiver and his or her attorney shall become part of the
Indebtedness secured by this Agreement and shall be payable on demand, with
interest at the default rate set forth in the Note from the date of expenditure
until repaid.

       

      7.2.7
Collect Revenues, Apply
Accounts.  Lender, either itself of through a receiver, may
collect the payments, rents, income and revenues from the
Collateral.  Lender may at any time in its discretion transfer any
Collateral into its own name or that of its nominee and receive the payments,
rents, income, and revenues therefrom and hold the same as security for the
Indebtedness or apply it to payment of the Indebtedness in such order of
preference as Lender may determine or as otherwise required by applicable
law.  Insofar as the Collateral consists of accounts, general
intangibles, insurance policies, instruments, chattel paper, choses in action,
or similar property, Lender may demand, collect, receipt for, settle,
compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender
may determine.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      7.2.8
Obtain
Deficiency.  If Lender chooses to sell any or all of the
Collateral, Lender may obtain a judgment against Borrower for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts
received from the exercise of the rights provided in this
Agreement.  Borrower shall be liable for a deficiency even if the
transaction described in this subsection is a sale of accounts or chattel
paper.

       

      7.2.9
Other Rights and
Remedies.  Have and exercise any or all of the rights and
remedies of a secured creditor under the provisions of the Uniform Commercial
Code, at law, in equity, or otherwise.

       

      7.2.10 Application of
Proceeds.  Apply any cash which is received from the collection
or sale of the Collateral, to reimbursement of any reasonable expenses,
including commissions incurred in connection with a sale, attorney fees as
provided below, and court costs, whether or not there is a lawsuit and including
any fees on appeal, incurred by Lender in connection with the collection and
sale of such Collateral and to the payment of the Indebtedness of Borrower to
Lender, with any excess funds to be paid to Borrower.  Borrower
agrees, to the extent permitted by law, to pay any deficiency after application
of the proceeds of the Collateral to the Indebtedness.

       

      7.2.11
Cumulative
Remedies.  All of Lender's rights and remedies, whether
evidenced by this Agreement or by any other writing, shall be cumulative and
(except as otherwise provided in the Guaranty) 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 under this Agreement, after
Borrower's failure to perform, shall not affect Lender's right to declare a
default and to exercise its remedies.

       

      8. Miscellaneous
Provisions.  The following miscellaneous provisions are a part
of this Agreement:

       

      8.1 Amendments.  This
Agreement 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.

       

      8.2 Applicable
Law.  This Agreement has been delivered to Lender and accepted
by Lender in the State of Washington.  If there is a lawsuit, Borrower
agrees upon Lender's request to submit to the jurisdiction of the courts of
Pierce County, the State of Washington.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
Washington.

       

      8.3 Attorney's Fees;
Expenses.  Borrower agree to pay upon demand all of Lender's
costs and expenses, including reasonable attorneys' fees and Lender's legal
expenses, incurred in connection with the enforcement of this
Agreement.  Costs and expenses include Lender's reasonable attorneys'
fees and legal expenses whether or not there is a lawsuit, including attorneys'
fees and legal expenses for bankruptcy proceedings (and 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.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      8.4 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.

       

      8.5 Notices.  All
notices required to be given under this Agreement shall be given in writing, may
be sent by telefacsimile, and shall be effective when actually delivered or when
deposited with a nationally recognized overnight courier or deposited in the
United States mail, first class, postage prepaid, addressed to the party to whom
the notice is to be given at the following address:

       

      
        	
              	
                To
      Borrower at:

              	
                NG
      WASHINGTON, LLC

              
	 	 	
                50
      Briar Hollow Lane, Ste. 500

                West
      Houston, Texas  77027

                Attn:
      Robert B. Sturges, Chief Executive Officer

                Facsimile
      No.: (713) 621-2245

              
	 	 	 
	 	
                with
      copy to:

              	Wolff
      & Samson P.C.
	 	 	
                One
      Boland Drive

                West
      Orange, New Jersey 07052

                Attn:
      Laurence M. Smith, Esq.

                Facsimile
      No.: (973) 530-2221

              
	 	 	 
	 	
                To
      Lender at:

              	CRAZY
      MOOSE CASINO, INC.
	 	 	
                CRAZY
      MOOSE CASINO II, INC.

                COYOTE
      BOB’S, INC.

                GULLWING
      III, LLC

                c/o
      Maygan Hurst

                1911
      SW Campus Dr # 774

                Federal
      Way, WA  98023-6473

                Facsimile
      No.: (253) 952-5711

              
	 	
                 

              	 
	 	
                with
      copies to:

              	
                Maygan
      Hurst

              
	 	 	
                1911
      SW Campus Dr. #774

                Federal
      Way, Washington 98023-6473

                Facsimile
      No.: (253) 952-5711

              
	 	 	 
	 	
                and
      to:

              	Eisenhower
      & Carlson, PLLC
	 	 	
                1200
      Wells Fargo Plaza

                1201
      Pacific Avenue

                Tacoma,
      Washington  98402

                Attn:
      Carl R. Peterson

                Facsimile
      No.: (253) 272-5732

              


      

       

      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
provide notice to Lender of Borrower's current address(es).

       

      8.6 Power of
Attorney.  Borrower hereby appoints Lender as its true and
lawful attorney-in-fact, irrevocably, with full power of substitution to do the
following after the occurrence and during the continuance of an Event of
Default: (a) to demand, collect, receive, receipt for, sue and recover all sums
of money or other property which may now or hereafter become due, owing or
payable from the Collateral; (b) to execute, sign and endorse any and all
claims, instruments, receipts, checks, drafts or warrants issued in payment for
the Collateral; (c) to settle or compromise any and all claims arising under the
Collateral, and, in the place and stead of Borrower, to execute and deliver its
releases and settlement for the claim; and (d) to file any claim or claims or to
take any action or institute or take part in any proceedings, either in its own
name or in the name of Borrower, or otherwise, which in the discretion of Lender
may seem to be necessary or advisable.  This power is given as
security for the Indebtedness, and following an Event of Default and expiration
of any applicable cure period, the authority hereby conferred is and shall be
irrevocable and shall remain in full force and effect until renounced by
Lender.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      8.7 Severability.  If a
court of competent jurisdiction finds any provision of this Agreement to be
invalid or unenforceable as to any person or circumstance, such finding shall
not render that provision invalid or unenforceable as to any other persons or
circumstances.  If feasible, any such offending provision shall be
deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified it shall be stricken
and all other provisions of this Agreement in all other respects shall remain
valid and enforceable.

       

      8.8 Successor
Interests.  Subject to the limitations set forth above on
transfer of the Collateral, this Agreement shall be binding upon and inure to
the benefit of the parties, their successors and assigns.

       

      8.9 Waiver.  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 by 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, shall constitute a waiver of any of Lender's rights
or of any of Borrower'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.

       

      8.10 Meanings.  Except
as otherwise defined in this Agreement, all terms in this Agreement shall have
the meanings provided by the Washington Uniform Commercial Code--RCW 62A.1 101
et seq.

       

      8.11
Preference
Payments.  Any monies Lender pays because of an asserted
preference claim in Borrower's bankruptcy will become a part of the Indebtedness
and, at Lender's option, shall be payable by Borrower as provided above in the
"EXPENDITURES BY LENDER" Section.

       

      
        	
                
                  
                    
                      NOTICE
      CONCERNING ORAL AGREEMENTS

                      


                    

                    
                      Oral
      agreements or oral commitments to lend

                      money,
      extend credit or to forbear from

                      enforcing
      repayment of a debt are not

                      enforceable
      under Washington
law.

                    

                  

                

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        
          	BORROWER:	 	
                  LENDER:

                
	 	 	 	 	 
	NG WASHINGTON,
      LLC	 	
                  CRAZY
      MOOSE CASINO, INC.

                
	 	 	 
	 	 	 	 	 
	By:  	 	 	By:  	 
	Its:	 	 	Its:  	 
	 	 	 	 	 
	 	 	 	CRAZY MOOSE CASINO
      II, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:  	 
	 	 	 	Its:  	 
	 	 	 	 	 
	 	 	 	COYOTE BOB’S,
      INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:  	 
	 	 	 	Its:  	 
	 	 	 	 	 
	 	 	 	GULLWING III,
      LLC
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:  	 
	 	 	 	
                  Its:  

                	 
  


        

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT
D-2

      


      


      RETURN
ADDRESS:

      


      Carl
R. Peterson

      Eisenhower
& Carlson, PLLC

      1201
Pacific Avenue, Suite 1200

      Tacoma,
WA 98402

      


       

      DEED
OF TRUST WITH ASSIGNMENT OF RENTS

      AND
SECURITY AGREEMENT

       

      Reference
Number(s) of Documents Assigned or Released:

      


      Additional reference numbers on page
_____ of document(s).

      


      Grantor
(Last name first, then first name and initials):

      


      NG WASHINGTON, LLC, a
Washington limited liability company

      


      Grantees
(Last name first, then first name and initials):

      


      CRAZY MOOSE CASINO, INC., a
Washington corporation;

      CRAZY MOOSE CASINO II,
INC., a
Washington corporation;

      COYOTE BOB’S, INC., a
Washington corporation; and

      GULLWING III, LLC, a
Washington limited liability company.

      CHICAGO TITLE INSURANCE COMPANY,
Trustee.

      


      
        	
                Legal
      Description: 

              	
                 Lot 2, Block 1 The
      Highlands West;.
      Blocks
      18 and 19 O'Keefe's Third Addn

              


      

      


      Assessor's
Property Tax Parcel/Account Number(s):  103891040001002;
119481053

       

      Additional
legal found on page 1 hereof (immediately following this page).

       

      The
Auditor/Recorder will rely on the information provided on the
form.  The staff will not read the document to verify the accuracy or
completeness of the indexing information provided herein.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      THIS DEED
OF TRUST IS DATED ____________ ___, 2009, among CRAZY MOOSE CASINO, INC., a
Washington corporation having an office at 510 South 20th Street, Pasco,
Washington 99301 (“Crazy Moose”), CRAZY MOOSE CASINO II, INC., a Washington
corporation having an office at 22003 66th Ave. W, Ste. A, Mountlake Terrace,
Washington 98043 (“Crazy Moose II”), COYOTE BOB’S, INC., a Washington
corporation having an office at 3014 W. Kennewick Ave., Kennewick, Washington
99336 (“Coyote Bob’s”), and GULLWING III, LLC, a Washington limited liability
company having an office at 402 16th St. NE, Ste. A-106,  Auburn,
Washington 98002 (“Gullwing”) (Crazy Moose, Crazy Moose II, Coyote Bob’s and
Gullwing shall be collectively referred to herein sometimes as “Lender” and
sometimes as “Beneficiary”), and NG WASHINGTON, LLC, a Washington limited
liability company having an office at 50 Briar Hollow Lane, Suite 500 West
Houston, Texas 77027 ("Grantor") and CHICAGO TITLE INSURANCE COMPANY, as
trustee, whose mailing address is 4717 S. 19th Street, Suite 201, Tacoma,
WA  98405 (referred to below as “Trustee”).

       

      1. CONVEYANCE AND
GRANT.  For valuable consideration, Grantor conveys to Trustee
in trust with power of sale, right of entry and possession and for the benefit
of Lender as beneficiary, all of Grantor’s right, title, and interest in and to
the following real property located at 510 South 20th Street, Pasco, Washington
(parcel no. 119481053) and 3014 W. Kennewick Avenue, Kennewick, Washington
(parcel no. 103891040001002) (collectively, “Real Property”):

       

      See
Exhibit A, attached hereto

       

      The Real
Property tax identification number is 119481053; 103891040001002.

       

      Grantor
hereby assigns as security to Lender, all of Grantor’s right, title, and
interest in and to all leases, Rents, and profits of the Real
Property.  This assignment is recorded in accordance with RCW
65.08.070; the lien created by this assignment is intended to be specific,
perfected and choate upon the recording of this Deed of Trust.  Lender
grants to Grantor a license to collect the Rents and profits, which license may
be revoked at Lender’s option and shall be automatically revoked upon
acceleration of all or part of the Indebtedness.

       

      2. DEFINITIONS.  The
following words shall have the following meanings when used in this Deed of
Trust.  Terms not otherwise defined in this Deed of Trust shall have
the meanings attributed to such terms in the Uniform Commercial
Code.  All references to dollar amounts shall mean amounts in lawful
money of the United States of America.

       

      Deed of Trust.  The
words “Deed of Trust” mean this Deed of Trust among Grantor, Lender, and
Trustee, and includes without limitation all assignment and security interest
provisions relating to the Personal Property and Rents.

       

      Grantor.  The word
“Grantor” means NG WASHINGTON, LLC.

       

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

       

      Indebtedness.  The
word “Indebtedness” means the indebtedness of Grantor to Beneficiary under the
Note and any amounts expended or advanced by Lender in accordance with the terms
of this Deed of Trust to discharge obligations of Grantor or expenses incurred
by Trustee or Lender in accordance with the terms of this Deed of Trust to
enforce obligations of Grantor under this Deed of Trust, together with interest
on such amounts as provided in this Deed of Trust.  The word
“Indebtedness” also includes all renewals, modifications, extensions, future
advances or increases in the amount of the Note.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Lender.  The word
“Lender” means collectively, CRAZY MOOSE, CRAZY MOOSE II, COYOTE BOB’S and
GULLWING and their successors and assigns.

       

      Note.  The word
“Note” means the Promissory Note dated of even date herewith, in the original
principal amount of $4,000,000.00 from Grantor to Lender, together with all
renewals, extensions, modifications, refinancings, and substitutions for the
Note.

       

      Personal
Property.  The words “Personal Property” mean all equipment,
fixtures, and other articles of personal property now or hereafter owned by
Grantor, but only to the extent that same are now or hereafter attached or
affixed to the Real Property and constitute “fixtures” under applicable law;
together with all accessions, parts, and additions to, all replacements of, and
all substitutions for, any of such property; and together with all issues and
profits thereon and proceeds (including without limitation all insurance
proceeds and refunds of premiums) from any sale or other disposition of the
Property.

       

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

       

      Real Property.  The
word “Real Property” mean the property, interests and rights described above in
the “Conveyance and Grant” section hereof (Section 1).

       

      Related
Documents.  The words “Related Documents” mean the Note and the
Security Agreement dated as of the date hereof by Grantor in favor of Lender in
connection with the Indebtedness.

       

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

       

      Trustee.  The word
“Trustee” means Chicago Title Insurance Company and any substitute or successor
trustees.

       

      THIS DEED OF TRUST, INCLUDING THE
ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL
PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE
OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND
THIS DEED OF TRUST.  THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:

       

      3. PAYMENT AND
PERFORMANCE.  Except as otherwise provided in this Deed of
Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as
they become due, and shall perform all of Grantor’s obligations under this Deed
of Trust and the Related Documents in accordance with the terms
thereof.

       

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

       

      (1) Possession and
Use.  Until the occurrence of an Event of Default, Grantor may
(a) remain in possession and control of the Property, (b) use, operate or manage
the Property, and (c) collect any Rents from the Property (this privilege is a
license from Lender to Grantor automatically revoked upon the occurrence of an
Event of Default).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (2) No Agricultural
Use.  The Real Property is not used principally for agriculture
or farming purposes.

       

      (3) Commercial
Use.  Grantor represents and warrants to Lender that this Deed
of Trust and the Indebtedness incurred in connection herewith at all times will
be used for business and commercial purposes.

       

      (4) Duty to
Maintain.  Grantor shall maintain the Property in a
commercially reasonable manner.

       

      (5) Hazardous
Substances.  The terms “hazardous waste,” “hazardous
substance,” “disposal,” “release,” and “threatened release,” as used in this
Deed of Trust, shall have the same meanings as set forth in 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 to any
of the foregoing.  The terms “hazardous waste” and “hazardous
substance” shall also include, without limitation, petroleum and petroleum
by-products or any fraction thereof and asbestos.  Grantor covenants
with Lender that (i) neither Grantor nor any tenant, contractor, agent or other
authorized user of the Property shall use, generate, manufacture, store, treat,
dispose of, or release any hazardous waste or substance on, under, about or from
the Property in violation of applicable law, and (ii) any such activity shall be
conducted in compliance with all applicable federal, state, and local laws,
regulations and ordinances, including without limitation those laws,
regulations, and ordinances described above.  Provided that Lender has
a reasonable basis to believe that Grantor is in violation of the foregoing
covenant, Grantor authorizes Lender and its agents to enter upon the Property to
make such inspections and tests, at Lender’s expense, as Lender may reasonably
deem appropriate to determine compliance of the Property with this section of
the Deed of Trust.  Lender shall provide Grantor with reasonable prior
written notice of any such test or inspection, and shall perform same on such
date(s) and at such times as shall be mutually convenient to the
parties.  In performing any such test or inspection, Lender shall use
commercially reasonable efforts to minimize interference with Grantor and
Grantor’s operations at the Property.  Any inspections or tests made
by Lender shall be for Lender’s purposes only and shall not be construed to
create any responsibility or liability on the part of Lender to Grantor or to
any other person.  Grantor hereby agrees to indemnify and hold
harmless Lender against any and all claims, losses, liabilities, damages,
penalties, and expenses which Lender may directly or indirectly sustain or
suffer resulting from a breach of this section of the Deed of
Trust.  The provisions of this section of the Deed of Trust, including
the obligation to indemnify, shall survive the payment of the Indebtedness and
the satisfaction and reconveyance of the lien of this Deed of Trust and shall
not be affected by Lender’s acquisition of any interest in the Property, whether
by foreclosure or otherwise.  Notwithstanding the foregoing, the
indemnity set forth in this section shall not relate or apply to, and Grantor
shall have no liability to Lender with respect to, (i) any matter, or event
which occurs after the date that Grantor no longer has title to and possession
of the Property, or (ii) any claims, losses, liabilities, damages, penalties or
expenses which result from or arise out of any act or omission of Lender or any
of Lender’s employees, agents or representatives.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (6) Nuisance,
Waste.  Grantor shall not cause, conduct or permit any legal
nuisance, nor commit, permit, or suffer any material waste, on or to the
Property or any portion of the Property.  Without limiting the
generality of the foregoing, Grantor will not remove, or grant to any other
party the right to remove, any timber, minerals (including oil and gas), soil,
gravel or rock products without the prior written consent of Lender, which
consent shall not be unreasonably withheld or delayed (it being understood and
agreed, however, that the foregoing shall not apply to, and Lender’s consent
shall not be required for, normal and customary removal of timber, minerals
(including oil and gas), soil, gravel, rock and other materials in connection
with any construction and/or development on, at or with respect to the
Property).

       

      (7) Removal of
Improvements.  Grantor shall not demolish or remove any
Improvements from the Real Property without the prior written consent of Lender,
which consent shall not be unreasonably withheld or delayed.

       

      (8) [Intentionally
omitted]

       

      (9) Compliance with Governmental
Requirements.  Grantor shall promptly comply, and shall
promptly cause compliance by all agents, tenants or  other persons or
entities of every nature whatsoever who rent, lease or otherwise use or occupy
the Property in any manner, with all laws, ordinances, and regulations, now or
hereafter in effect, of all governmental authorities applicable to the use or
occupancy of the Property, including without limitation, the Americans With
Disabilities Act.  Grantor may contest in good faith any such law,
ordinance, or regulation and withhold compliance during any proceeding,
including appropriate appeals, so long as Grantor has notified Lender in writing
prior to doing so and so long as, in Lender’s reasonable opinion, Lender’s lien
on the Property is not jeopardized by such contest.

       

      (10) Duty to
Protect.  Grantor shall do all other acts, in addition to those
acts set forth above in this section, which from the character and use of the
Property are reasonably necessary to protect and preserve the
Property.

       

      5. PARTIAL
RELEASE.  Grantor shall have the right, at Grantor’s election
at any time, to sell and/or convey to a third party purchaser either one of the
properties comprising the Property (each, an “Individual
Property”).  Concurrently with the closing of the sale of such
Individual Property by Grantor to the third party purchaser, Trustee and Lender
shall release the lien of this Deed of Trust on such Individual Property provided that (i) no
Event of Default shall have occurred and be continuing at the time of such
closing and (ii) Grantor shall have paid to Lender, concurrently with such
closing, the Release Amount (as identified below) applicable to such Individual
Property.  In connection therewith, Trustee and Lender shall execute
and deliver, concurrently with such closing, any and all documents, in
recordable form, that are reasonably requested by Grantor or such third party
purchaser in order to evidence, effectuate and/or confirm such release,
including without limitation a partial reconveyance of this Deed of Trust
releasing such Individual Property from the lien of this Deed of
Trust.  For purposes of this Section 5, the “Release Amount” for each
Individual Property is as follows:

       

      Individual
Property                             Release
Amount

       

      510 South
20th
Street, Pasco, Washington    $2,000,000.00

       

      3014 W.
Kennewick Avenue, Kennewick, Washington  $2,000,000.00.

       

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

       

      (1) Payment.  Grantor
shall pay when due (and in all events prior to delinquency) all taxes, special
taxes, assessments, charges (including water and sewer), fines, liens and
impositions levied against or on account of the Property, and shall pay when due
all claims for work done on or for services rendered or material furnished to
the Property.  Grantor shall maintain the Property free of all liens,
except for the Permitted Exceptions (as hereinafter defined) and the lien of
taxes and assessments not due.  Grantor may contest in good faith any
such taxes, special taxes, assessments, charges (including water and sewer),
fines, liens and impositions and withhold payment thereof during any proceeding,
including appropriate appeals, so long as Grantor has notified Lender in writing
prior to doing so and so long as Lender’s lien on the Property is not
jeopardized by such contest.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (2) Evidence of
Payment.  Grantor shall upon demand furnish to Lender
reasonable evidence of payment of the taxes or assessments and shall, upon
written request from Lender, authorize the appropriate governmental official to
deliver to Lender at any time a written statement of the taxes and assessments
against the Property.

       

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

       

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

       

      (1) Maintenance of
Insurance.  Grantor shall procure and maintain policies of fire
insurance with standard extended coverage endorsements on a replacement basis
for the full insurable value covering all Improvements on the Real Property in
an amount sufficient to avoid application of any coinsurance clause, and with a
standard mortgagee clause in favor of Lender.  Grantor shall also
procure and maintain comprehensive general liability insurance in commercially
reasonable coverage amounts with the Trustee and Lender being named as
additional insureds in such liability insurance policies.  Policies
shall be written in commercially reasonable form, amounts and coverages and
issued by a company or companies reasonably acceptable to
Lender.  Grantor, upon written request of Lender from time to time,
will deliver to Lender certificates of insurance evidencing the coverages
required by this Deed of Trust, including stipulations that coverages will not
be cancelled or diminished without at least ten (10) days’ prior written notice
to Lender.  Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by
any act, omission or default of Grantor or any other person.

       

      (2) Application of
Proceeds.  Grantor shall promptly notify Lender of any loss or
damage to the Property if the estimated cost of repair or replacement exceeds
$100,000.00.  Lender may make proof of loss only if Grantor fails to
do so within fifteen (15) business days after receipt by Grantor of written
notice from Lender to do so.  Upon the election of Lender, Lender may
receive and retain the proceeds of any insurance.  So long as no Event
of Default has occurred and is then continuing, Lender shall promptly deliver
all such proceeds of insurance to Grantor to be used by Grantor for the
restoration or repair of the Property.  If an Event of Default has
occurred and is then continuing, Lender shall have the right either to apply the
proceeds of such insurance to the reduction of the Indebtedness or to deliver
all such proceeds of insurance to Grantor to be used by Grantor for the
restoration or repair of the Property.  If Lender elects or is
obligated to apply the proceeds to restoration and repair, Grantor shall repair
or replace the damaged or destroyed Improvements in a commercially reasonable
manner.  If Lender holds any proceeds of insurance after payment in
full of the Indebtedness, such proceeds shall be immediately paid without
interest by Lender to Grantor.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (3) Unexpired Insurance at
Sale.  Any unexpired insurance shall inure to the benefit of,
and pass to, the purchaser of the Property covered by this Deed of Trust at any
trustee’s sale or other sale held under the provisions of this Deed of Trust, or
at any foreclosure sale of such Property.

       

      8. EXPENDITURES BY
LENDER.  If Grantor fails to comply with any provision of this
Deed of Trust and such failure continues uncured for fifteen (15) days after
written notice thereof from Lender, or if any action or proceeding is commenced
that would materially affect Lender’s interests in the Property and such action
or proceeding is not dismissed within thirty (30) days after same is commenced,
Lender on Grantor’s behalf may, but shall not be required to, take any action
that Lender reasonably deems necessary in order to protect or preserve Lender’s
interest in the Property.  Any amount that Lender reasonably expends
in so doing will bear interest at the highest rate provided for in the Note from
the date incurred or paid by Lender to the date of repayment by
Grantor.  All such expenses, 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 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.  This Deed of Trust also will secure
payment of these amounts.  The rights provided for in this section
shall be in addition to any other rights or remedies to which Lender may be
entitled on account of the occurrence of an Event of Default, if
any.  Any such action by Lender shall not be construed as curing any
existing Event of Default so as to bar Lender from any remedy that it otherwise
would have had.

       

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

       

      (1) Warranty of
Title.  Grantor represents and warrants to Beneficiary
that:  (i) Grantor is the sole holder of fee title to the Property and
has good and marketable title to the Property; (ii) Grantor has not placed or
recorded any liens, encumbrances, exceptions or other charges of any kind
whatsoever on the Property other than those listed on the attached Exhibit "B"
and any other liens, encumbrances, exceptions or charges expressly permitted by
the terms of this Deed of Trust or expressly agreed to in writing by Lender
(collectively, the "Permitted Exceptions"); and (iii) Grantor has the right to
grant, transfer, convey and assign the Property as herein provided and will
forever warrant and defend the Property unto Lender against all claims and
demands of any other person whomsoever, subject only to nondelinquent
installments of taxes and assessments and the Permitted Exceptions.

       

      10. [Intentionally
omitted]

       

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

       

      (1) Application of Net
Proceeds.  If all or any part of the Property is condemned by
eminent domain proceedings or by any proceeding or purchase in lieu of
condemnation, Lender may receive and retain the proceeds of any
award.  So long as no Event of Default has occurred and is then
continuing, Lender shall promptly deliver all such proceeds of the award to
Grantor to be used by Grantor for the restoration or repair of the
Property.  If an Event of Default has occurred and is then continuing,
Lender shall have the right either to apply the proceeds of such award to the
reduction of the Indebtedness or to deliver all such proceeds of the award to
Grantor to be used by Grantor for the restoration or repair of the
Property.  If Lender elects or is obligated to apply the proceeds to
restoration and repair, Grantor shall repair or restore the Improvements in a
commercially reasonable manner.  If Lender holds any proceeds of an
award after payment in full of the Indebtedness, such proceeds shall be
immediately paid without interest by Lender to Grantor.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      (1) Current Taxes, Fees and
Charges.  Upon written request by Lender, Grantor shall execute
such documents in addition to this Deed of Trust and take whatever other action
is reasonably requested by Lender to perfect and continue Lender’s lien on the
Real Property.  Grantor shall reimburse Lender for all taxes
identified in section 12.2 below which are actually paid by Lender, together
with all expenses actually incurred by Lender in recording, perfecting or
continuing this Deed of Trust, including without limitation all taxes, fees,
documentary stamps and other charges for recording or registering this Deed of
Trust.

       

      (2) Taxes.  The
following shall constitute taxes to which this Section 12 applies: (a) a
specific tax upon this type of Deed of Trust or upon all or any part of the
Indebtedness secured by this Deed of Trust; (b) a specific tax on Grantor which
Grantor is authorized or required to deduct from payments on the Indebtedness
secured by this type of Deed of Trust; (c) a tax on this type of Deed of Trust
chargeable against the Lender or the holder of the Note; and (d) a specific tax
on all or any portion of the Indebtedness or on payments of principal and
interest made by Grantor.  In no event shall Grantor be liable for any
income taxes or franchise taxes payable by Lender or the Trustee.

       

      (3) Subsequent
Taxes.  If any tax to which this section applies is enacted
subsequent to the date of this Deed of Trust, Grantor shall either (a) pays such
tax before it becomes delinquent, or (b) contest such tax as provided above in
Section 6 (Taxes and Liens).

       

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

       

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

       

      (2) Security
Interest.  Upon written request by Lender, Grantor shall take
whatever action as is reasonably requested by Lender to perfect and continue
Lender’s security interest in the Rents and Personal Property.  In
addition to recording this Deed of Trust in the real property records, Lender
may, at any time and without further authorization from Grantor, file executed
counterparts, copies or reproductions of this Deed of Trust as a financing
statement.  Grantor shall reimburse Lender for all filing expenses
incurred in perfecting or continuing this security interest.  Upon the
occurrence of an Event of Default, Grantor shall assemble the Personal Property
at the Real Property and make it available to Lender within three (3) days after
receipt of written demand from Lender.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

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

       

      14. FURTHER
ASSURANCES.  The following provisions relating to further
assurances are a part of this Deed of Trust.  At any time, and from
time to time, upon written request of Lender, Grantor will make, execute and
deliver, or will cause to be made, executed or delivered, to Lender or to
Lender’s designee, and when requested by Lender in writing, cause to be filed,
recorded, refiled, or rerecorded, as the case may be, at such times and in such
offices and places as Lender may reasonably deem appropriate, any and all such
mortgages, deeds of trust, security deeds, security agreements, financing
statements, continuation statements, instruments of further assurance,
certificates, and other documents as may, in the reasonable opinion of Lender,
be necessary in order to effectuate, complete, perfect, continue, or preserve
(a) the obligations of Grantor under the Note, this Deed of Trust, and the
Related Documents, and (b) the liens and security interests created by this Deed
of Trust as first and prior liens on the Property.

       

      15. FULL
PERFORMANCE.  If Grantor pays all the Indebtedness and
otherwise performs all the obligations imposed upon Grantor under this Deed of
Trust, Lender shall promptly execute and deliver to Trustee a request for, and
Trustee shall promptly prepare, execute and record, a full reconveyance of the
Property, and Lender shall promptly execute and deliver to Grantor suitable
statements of termination of any financing statement on file evidencing Lender’s
security interest in the Rents and Personal Property.  Any
reconveyance fee shall be paid by Grantor, if permitted by applicable
law.  The grantee in any reconveyance shall be Grantor or, at
Grantor’s request, may be described as the “person or persons legally entitled
thereto”, and the recitals in the reconveyance of any matters or facts shall be
conclusive proof of the truthfulness of any such matters or facts.

       

      16. DEFAULT.  An Event
of Default (as defined in the Note) shall consitute an “Event of Default” under
this Deed of Trust.

       

      17. RIGHTS AND REMEDIES ON
DEFAULT.  Following the occurrence and during the continuance
of any Event of Default, Trustee or Lender, at its option, may exercise any one
or more of the following rights and remedies, in addition to any other rights or
remedies provided by law:

       

      (1) Accelerate
Indebtedness.  Lender shall have the right at its option to
declare the entire Indebtedness immediately due and payable.

       

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

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (4) Collect
Rents.  Lender shall have the right, without notice to Grantor,
to take possession of and manage the Property and collect the Rents, including
amounts past due and unpaid, and apply the net proceeds, over and above the
actual, out-of-pocket costs incurred by Lender in connection therewith, against
the Indebtedness.  In furtherance of this right, Lender may require
any tenant or other user of the Property to make payments of rent or use fees
directly to Lender.  If the Rents are collected by Lender, then
Grantor irrevocably designates Lender as Grantor’s attorney-in-fact to endorse
instruments received in payment thereof in the name of Grantor and to negotiate
the same and collect the proceeds.  Payments by tenants or other users
to Lender in response to Lender’s demand shall satisfy the obligations for which
the payments are made, whether or not any proper grounds for the demand
existed.  Lender may exercise its rights under this subsection either
in person, by agent, or through a receiver.

       

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

       

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

       

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

       

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

       

      (9) Sale of the
Property.  To the extent permitted by applicable law, Grantor
hereby waives any and all rights to have the Property marshaled.  In
exercising its rights and remedies, the Trustee or Lender shall be free to sell
all or any part of the Property together or separately, in one sale or by
separate sales.  Lender shall be entitled to bid at any public sale on
all or any portion of the Property.

       

      (10) Waiver, Election of
Remedies.  A waiver by any party of a breach of a provision of
this Deed of Trust shall not constitute a waiver of or prejudice the party’s
rights otherwise to demand strict compliance with that provision or any other
provision.  Election by Lender to pursue any remedy provided in this
Deed of Trust, the Note, in any Related Document, or provided by law shall not
exclude pursuit of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Grantor under this Deed of Trust after
failure of Grantor to perform shall not affect Lender’s right to declare an
Event of Default (if an Event of Default exists) and to exercise any of its
remedies.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (11) Attorneys’ Fees,
Expenses.  If Lender institutes any suit or action to enforce
any of the terms of this Deed of Trust, Lender shall be entitled to recover such
sum as the court may adjudge reasonable as attorneys’ fees and costs at trial on
any appeal.  Whether or not any court action is involved, all
reasonable expenses incurred by Lender which in Lender’s reasonable opinion are
necessary at any time for the protection of its interest or the enforcement of
its rights shall become a part of the Indebtedness payable on demand and shall
bear interest at the Note rate from the date of expenditure until
repaid.  Expenses covered by this section include, without limitation,
however subject to any limits under applicable law, Lender’s reasonable
attorneys’ fees whether or not there is a lawsuit, including reasonable
attorneys’ fees for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals and any anticipated
post-judgment collection services, the actual, out-of-pocket cost of searching
records, obtaining title reports (including foreclosure reports), surveyors’
reports, appraisal fees, title insurance, and fees for the Trustee, to the
extent permitted by applicable law.  Grantor also will pay any court
costs, in addition to all other sums provided by law.

       

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

       

      18. POWERS AND OBLIGATIONS OF
TRUSTEE.  The following provisions relating to the powers and
obligations of Trustee (pursuant to Lender’s instructions) are part of this Deed
of Trust.

       

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

       

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

       

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

       

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

       

      19. NOTICES TO GRANTOR AND OTHER
PARTIES.  Subject to applicable law, and except for notice
required or allowed by law to be given in another manner, any notice under this
Deed of Trust shall be in writing, and shall be effective when actually
delivered, or when deposited with a nationally recognized overnight courier, or,
if mailed, shall be deemed effective when deposited in the United States mail
first class, certified or registered mail, postage prepaid, directed to the
addresses shown near the beginning of this Deed of Trust.  Any party
may change its address for notices under this Deed of Trust by giving formal
written notice to the other parties, specifying that the purpose of the notice
is to change the party’s address.  All copies of notices of
foreclosure from the holder of any lien which has priority over this Deed of
Trust shall be sent to Lender’s address, as shown near the beginning of this
Deed of Trust.  For notice purposes, Grantor, Lender and Trustee agree
to keep each other informed at all times of their respective current
addresses.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

      (1) Amendments.  This
Deed of Trust, together with any Related Documents, constitutes the entire and
final understanding and agreement of the parties as to the matters set forth in
this Deed of Trust.  No alteration of or amendment to this Deed of
Trust shall be effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or
amendment.

       

      (2) Applicable
Law.  This Deed of Trust has been delivered to Lender and
accepted by Lender in the State of Washington.  This Deed of Trust
shall be governed by and construed in accordance with the laws of the State of
Washington.

       

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

       

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

       

      (5) [Intentionally
omitted]

       

      (6) Severability.  If a
court of competent jurisdiction finds any provision of this Deed of Trust to be
invalid or unenforceable as to any person or circumstance, such finding shall
not render that provision invalid or unenforceable as to any other persons or
circumstances.  If feasible, any such offending provision shall be
deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken
and all other provisions of this Deed of Trust in all other respects shall
remain valid and enforceable.

       

      (7) Successors and
Assigns.  This Deed of Trust shall be binding upon and inure to
the benefit of the parties and their respective successors and
assigns.  If ownership of the Property becomes vested in a person
other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s
successors with reference to this Deed of Trust and the Indebtedness by way of
forbearance or extension without releasing Grantor from the obligations of this
Deed of Trust or liability under the Indebtedness, unless otherwise agreed to in
writing by Lender.

       

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

       

      (9) Waivers and
Consents.  Lender shall not be deemed to have waived any rights
under this Deed of Trust (or under the Related Documents) unless such waiver is
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 any party of a provision of this Deed of
Trust shall not constitute a waiver of or prejudice the party’s right otherwise
to demand strict compliance with that provision or any other
provision.  No prior waiver by Lender, nor any course of dealing
between Lender and Grantor, shall constitute a waiver of any of Lender’s rights
or any of Grantor’s obligations as to any future
transactions.  Whenever consent by Lender is required in this Deed of
Trust, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent is
required.

       

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

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  NOTICE
      CONCERNING ORAL AGREEMENTS

                   

                  Oral
      agreements or oral commitments to lend

                  money,
      extend credit or to forbear from

                  enforcing
      repayment of a debt are not

                  enforceable
      under Washington law.

                


        

         

         

         

      

       

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

       

       

      GRANTOR:

       

      


       

      NG
WASHINGTON, LLC

       

      
        	By: 	 
	Its:  	 


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	STATE OF
      [___________]	 )
	 	 )
  ss.
	County of
      [________]	 )


      

       

       I
certify that I know or have satisfactory evidence that _________________ is the
person who appeared before me, and said person acknowledged that _______ signed
this instrument, on oath stated that ________ was authorized to execute the
instrument and acknowledged it as the ________ of NG WASHINGTON, LLC to be the
free and voluntary act of such party for the uses and purposes mentioned in the
instrument.

      


       DATED
this ____ day of _____________, 2009.

      


      ____________________________

      Signature
of Notary Public

      ____________________________

      Name of
Notary Public

      NOTARY
PUBLIC

      ____________________________

      My
Appointment Expires:

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      Legal
Description

       

      Parcel No.
103891040001002

       

      Lot 2,
Block 1, The Highlands West, according to the Plat thereof recorded in Volume 11
of Plats, Page 4, records of Benton County, Washington.

       

      Parcel No.
119481053

       

      That
portion of Blocks 18 and 19, TOGETHER WITH vacated alley and streets adjoining
said blocks, O'KEEFE'S THIRD ADDITION TO PASCO according to the Plat thereof
recorded in Volume B of Plats, Page 37, records of Franklin County, Washington,
being more particularly described as follows:

       

      Beginning
at the Southeast corner of Section 25, Township 9 North, Range 29 East, W.M.;
thence West along the South line of said section, 406 feet;

       

      thence
North parallel to the East line of said section, 207 feet to the True Point of
Beginning; thence East, parallel to the South line of said section, 406 feet to
the East line of said section; thence North along the East line 200
feet;

       

      thence
West, parallel to the South line of said section, 406 feet;

       

      thence
South, parallel to the East line of said section, 200 feet to the True Point of
Beginning;

       

      EXCEPT
the East 40 feet thereof conveyed to the City of Pasco, for South 20th Avenue,
by Deed recorded under Recording No. 283730.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Exhibit
B

       

      Permitted
Exceptions

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      REQUEST
FOR FULL RECONVEYANCE

       

      


       

      To:
__________________________________________________, Trustee

       

      


       

      The
undersigned is the legal owner and holder of all indebtedness secured by this
Deed of Trust.  You are hereby requested, upon payment of all sums
owing to you, to reconvey without warranty, to the persons entitled thereto, the
right, title and interest now held by you under the Deed of Trust.

       

       

      


       

      
        	Date:	 	 Beneficiary:	 


      

       

      
        	By: 	 
	Its:  	 


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D-3

       

      COMMERCIAL
GUARANTY

       

      This
Commercial Guaranty ("Guaranty") is made as
of __________, 2009, by NEVADA GOLD & CASINOS, INC., a Nevada
corporation ("Guarantor") and in
favor of CRAZY MOOSE CASINO, INC., a Washington corporation having an office at
510 South 20th Street,
Pasco, Washington 99301 (“Crazy Moose”), CRAZY
MOOSE CASINO II, INC., a Washington corporation having an office at 22003
66th
Ave. W, Ste. A, Mountlake Terrace, Washington 98043 (“Crazy Moose II”),
COYOTE BOB’S, INC., a Washington corporation having an office at 3014 W.
Kennewick Ave., Kennewick, Washington 99336 (“Coyote Bob’s”), and
GULLWING III, LLC, a Washington limited liability company having an office at
402 16th St. NE,
Ste. A-106,  Auburn, Washington 98002 (“Gullwing”) (Crazy
Moose, Crazy Moose II, Coyote Bob’s and Gullwing shall be collectively referred
to herein as “Lender”).

       

      RECITALS

       

      A. Pursuant
to an Asset Purchase Agreement dated as of March [11], 2009 (the “Purchase Agreement”),
NG Washington, LLC, a Washington limited liability company (“Borrower”) has agreed
to purchase the Assets (as defined in the Purchase Agreement) from
Lender.  In connection therewith, among other documents, Borrower has
executed in favor of Lender a promissory note of even date herewith in the
aggregate original principal amount of $4,000,000 (the “Note”).  Capitalized
terms used and not defined herein shall have the meanings ascribed to such terms
as set forth in the Purchase Agreement.

       

      B. It is a
condition to Closing of the Purchase Agreement that Guarantor execute and
deliver this guaranty (“Guaranty”) of
collection of all obligations owing under the Note.

       

      AGREEMENT

       

      1. Guaranty of
Collection.  Notwithstanding anything to the contrary contained
herein, Lender shall have no right to assert any claim or demand under this
Guaranty unless and until Lender has exhausted all of its rights and remedies
against Borrower and the Collateral under the Note, the Security Agreement and
the Deed of Trust, this being a guaranty of collection and not a guaranty of
payment and Guarantor’s obligations hereunder being limited to any deficiency
after all of Lender’s rights and remedies against Borrower and the Collateral
have been exhausted.

       

      2. Continuing
Guaranty.  For good and valuable consideration, Guarantor
absolutely and unconditionally guarantees and promises to pay to Lender or its
order, on demand, in legal tender of the United States of America, the
Indebtedness (as hereinafter defined) of Borrower to Lender on the terms and
conditions set forth in this Guaranty.  Except as otherwise provided
in Section 1 of this Guaranty, the liability of Guarantor hereunder is unlimited
and the obligations of Guarantor are continuing.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      3. Definitions.  The
following words shall have the following meanings when used in this
Guaranty:

       

      § Borrower.  "Borrower"
means NG Washington, LLC.

       

      § Guarantor.  "Guarantor"
means Nevada Gold & Casinos, Inc.

       

      § Guaranty.  "Guaranty"
means this Guaranty by Guarantor for the benefit of Lender.

       

      § Indebtedness.  "Indebtedness"
means all obligations of Borrower under the Note and the other Related
Documents, including all principal, interest, late charges and other
sums.

       

      § Lender.  "Lender"
means Crazy Moose, Crazy Moose II, Coyote Bob’s, and Gullwing, and their
respective successors and assigns.

       

      § Related
Documents. "Related Documents"
means the Note, the Security Agreement and the Deed of Trust.

       

      4. Nature of
Guaranty.  Guarantor's liability under this Guaranty shall be
open and continuous for so long as this Guaranty remains in
force.  Guarantor intends to guaranty at all times the performance and
prompt payment when due, whether at maturity or earlier by reason of
acceleration or otherwise, of all Indebtedness.  Accordingly, no
payments made upon the Indebtedness will discharge or diminish the continuing
liability of Guarantor in connection with any remaining portions of the
Indebtedness or any of the Indebtedness which subsequently arises or is
thereafter incurred or contracted.

       

      5. Duration of
Guaranty.  This Guaranty will take effect when received by
Lender without the necessity of any acceptance by Lender, or any notice to
Guarantor or to Borrower, and will continue in full force until all Indebtedness
incurred or contracted shall have been fully and finally paid and satisfied and
all other obligations of Guarantor under this Guaranty shall have been performed
in full.  Release of any other guarantor or termination of any other
guaranty of the Indebtedness shall not affect the liability of Guarantor under
this Guaranty.

       

      6. Guarantor's Authorization to
Lender.  Guarantor authorizes Lender, without notice or demand
and without lessening Guarantor's liability under this Guaranty, from time to
time: (a) to alter, compromise, renew, extend, accelerate, or otherwise change
one or more times the time for payment or other terms of the Indebtedness or any
part of the Indebtedness, including increases and decreases of the rate of
interest on the Indebtedness; extensions may be repeated and may be for longer
than the original credit terms; (b) to take and hold security for the payment of
this Guaranty or the Indebtedness, and exchange and enforce any such security;
(c) to release, substitute, agree not to sue, or deal with any one or more of
Borrower's sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; (d) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (e) to apply such
security and direct the order or manner of sale thereof in accordance with
applicable law, including without limitation, any nonjudicial sale permitted by
the terms of the controlling security agreement or deed of trust, as Lender in
its discretion may determine; and (f) to sell, transfer, assign, or grant
participations in all or any part of the Indebtedness, subject to any
limitations contained in the Note.

       

      7. Guarantor's Representations and
Warranties.  Guarantor represents and warrants to Lender that
(a) no representation or agreements of any kind have been made to Guarantor
which would limit or qualify in any way the terms of this Guaranty; (b) Lender
has made no representation to Guarantor as to the creditworthiness of Borrower;
(c) if Guarantor is no longer required to make its financial statements publicly
available, upon Lender's request (which shall not be made more than once each
calendar quarter), Guarantor will provide to Lender copies of Guarantor’s
financial statements; and (d) Guarantor has established adequate means of
obtaining from Borrower on a continuing basis information regarding Borrower's
financial condition.  Guarantor agrees to keep adequately informed
from such means of any facts, events, or circumstances which might in any way
affect Guarantor's risks under this Guaranty, and Guarantor further agrees that,
absent a request for information, Lender shall have no obligation to disclose to
Guarantor any information or documents acquired by Lender in the course of its
relationship with Borrower.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      8. Guarantor's
Waivers

       

      8.1 General
Waivers.  Except as prohibited by applicable law, Guarantor
waives any right to require Lender (a) to extend other credit to Borrower or (b)
to make any presentment, protest, demand, or notice of any kind, including
notice of any nonpayment of the Indebtedness or of any nonpayment related to any
collateral, or notice of any action or nonaction on the part of Borrower,
Lender, any surety, endorser, or other guarantor in connection with the
Indebtedness or in connection with the creation of new or additional loans or
obligations.

       

      8.2 Waiver of Claim Against
Borrower.  If now or hereafter (a) Borrower shall be or become
insolvent, and (b) the Indebtedness shall not at all times until paid be fully
secured by collateral pledged by Borrower, Guarantor hereby forever waives and
relinquishes in favor of Lender and Borrower, and their respective successors,
any claim or right to payment Guarantor may now have or hereafter have or
acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C.
section 547(b), or any successor provision of the Federal bankruptcy
laws.

       

      8.3 Waiver of Rights and
Defenses.  Subject to Section 1 of this Guaranty, Guarantor
waives any and all rights or defenses arising by reason of any election of
remedies by Lender which destroys or otherwise adversely affects Guarantor's
subrogation rights or Guarantor's rights to proceed against Borrower for
reimbursement, including without limitation, any loss of rights Guarantor may
suffer by reason of any law limiting, qualifying, or discharging the
Indebtedness.  If payment is made by Borrower, whether voluntarily or
otherwise, or by any third party, on the Indebtedness and thereafter Lender is
forced to remit the amount of that payment to Borrower's trustee in bankruptcy
or to any similar person under any federal or state bankruptcy law or law for
the relief of debtors, the Indebtedness shall be considered unpaid for the
purpose of enforcement of this Guaranty.

       

      9. Guarantor's Understanding With
Respect to Waivers.  Guarantor warrants and agrees that each of
the waivers set forth above is made with Guarantor's full knowledge of its
significance and consequences and that, under the circumstances, the waivers are
reasonable and not contrary to public policy or law.  If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public
policy.

       

      10. Subordination of Borrower's Debts to
Guarantor.  Guarantor agrees that the Indebtedness of Borrower
to Lender, whether now existing or hereafter created, shall be prior to any
claim that Guarantor may now have or hereafter acquire against Borrower, whether
or not Borrower becomes insolvent.  Guarantor hereby expressly
subordinates any claim Guarantor may have against Borrower, upon any account
whatsoever, to any claim that Lender may now or hereafter have against
Borrower.  In the event of insolvency and consequent liquidation of
the assets of Borrower, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of Borrower
applicable to the payment of the claims of both Lender and Guarantor shall be
paid to Lender and shall be first applied by Lender to the Indebtedness of
Borrower to Lender.  Guarantor does hereby assign to Lender all claims
which it may have or acquire against Borrower or against any assignee or trustee
in bankruptcy of Borrower; provided however, that such assignment shall be
effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      11. Miscellaneous
Provisions.  The following miscellaneous provisions are part of
this Guaranty:

       

      11.1 Amendments.  This
Guaranty constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Guaranty.  No alteration of or amendment
to this Guaranty 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.

       

      11.2 Applicable
Law.  This Guaranty has been delivered to Lender and accepted
by Lender in the State of Washington.  If there is a lawsuit,
Guarantor agrees upon Lender's request to submit to the jurisdiction of the
courts of Pierce County, State of Washington.  This Guaranty shall be
governed by and construed in accordance with the laws of the State of
Washington.

       

      11.3 Attorneys' Fees;
Expenses.  If Lender institutes suit to enforce its rights
hereunder against Guarantor in accordance with the provisions of this Guaranty
or if Lender attempts to enforce its rights hereunder following the voluntary or
involuntary bankruptcy of Guarantor, Guarantor agrees to pay upon demand all of
Lender's costs and expenses, including reasonable attorneys' fees and Lender's
legal expenses, including attorneys' fees and legal expenses for bankruptcy
proceedings (and including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection
services.  Guarantor also shall pay all court costs and such
additional fees as may be directed by the court.

       

      11.4 Notices.  All
notices required to be given by either party to the other under this Guaranty
shall be in writing and shall be effective when actually delivered or when
deposited with a nationally recognized overnight courier or deposited in the
United States mail, first class postage prepaid, addressed to the party to whom
the notice is to be given at the following address or to such other addresses as
either party may designate to the other in writing:

       

      
        	
                Borrower

              	 
      	
                Guarantor

              
	
                NG
      Washington, LLC.

                50
      Briar Hollow Lane, Suite 500

                West
      Houston, Texas 77027

                Attn:
      Robert B. Sturges, Chief Executive Officer

                Facsimile
      No.:  (713) 621-2245

              	 
      	
                Nevada
      Gold & Casinos, Inc.

                50
      Briar Hollow Lane, Suite 500

                West
      Houston, TX 77027

                Attn:  Robert
      B. Sturges, CEO

              
	 
      	 
      	 
      
	
                Lender

              	 
      	 
      
	
                c/o
      Maygan Hurst

                1911
      SW Campus Dr # 774

                Federal
      Way, WA  98023-6473

                Facsimile
      No.:  (253) 952-5711

              	 
      	 
      


      

       

      For
notice purposes, Guarantor agrees to keep Lender informed at all times of
Guarantor's current address.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      11.5 Interpretation.  The
words "Guarantor," "Borrower," and "Lender" include the heirs, successors,
assigns, and transferees of each of them.  Caption headings in this
Guaranty are for convenience purposes only and are not to be used to interpret
or define the provisions of this Guaranty.  If a court of competent
jurisdiction finds any provision of this Guaranty to be invalid or unenforceable
to any person or circumstance, such finding shall not render that provision
invalid or unenforceable as to any other persons or circumstances, and all
provisions of this Guaranty in all other respects shall remain valid and
enforceable.  If any one or more of Borrower or Guarantor are
corporations or partnerships, it is not necessary for Lender to inquire into the
powers of Borrower or Guarantor or of the officers, directors, partners, or
agents acting or purporting to act on their behalf, and any indebtedness made or
created in reliance upon the professed exercise of such powers shall be
guaranteed under this Guaranty.

       

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

      


      GUARANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS.  IN ADDITION, GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS
EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND
THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE
SECTION TITLED "DURATION OF GUARANTY."  NO FORMAL ACCEPTANCE BY LENDER
IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.

       

      
        	
                NOTICE
      CONCERNING ORAL AGREEMENTS

                 

                Oral
      agreements or oral commitments to lend

                money,
      extend credit or to forbear from

                enforcing
      repayment of a debt are not

                enforceable
      under Washington law.

              


      

      
        


         

      

      GUARANTOR:

       

      Nevada
Gold & Casinos, Inc.

       

      
        	By: 	 
	Its:  	 


      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
E

       

      BILL
OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

       

      THIS BILL
OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of
__________ __, 2009, is made and entered into by and among CRAZY MOOSE CASINO,
INC., a Washington corporation having an office at 510 South 20th Street, Pasco,
Washington 99301 (“Crazy
Moose”), CRAZY MOOSE CASINO II, INC., a Washington corporation having an
office at 22003 66th Ave. W., St. A, Mountlake Terrace, Washington 98043 (“Crazy
Moose II”), COYOTE BOB’S, INC., a Washington corporation having an office
at 3014 W. Kennewick Ave.,, Kennewick, Washington 99336 (“Coyote
Bob’s”), GULLWING III, LLC, a Washington limited liability company having
an office at 402 16th St. NE, Ste. A-106, Auburn, Washington 98002 (“Gullwing”;
and together with Crazy Moose, Crazy Moose II and Coyote Bob’s, referred to
individually and collectively as the “Seller”)
and NG WASHINGTON, LLC, a Washington limited liability company having an office
at 50 Briar Hollow Lane, Suite 500 West Houston, Texas 77027 ("Purchaser";
and together with the Seller, referred to collectively as the “Parties”).

       

      RECITALS

       

      WHEREAS,
the Seller and the Purchaser are parties to that certain Asset Purchase
Agreement, dated as of March ___, 2009 (the “Asset
Purchase Agreement”), by and among the Seller and the Purchaser;
and

       

      WHEREAS,
pursuant to the Asset Purchase Agreement, the Seller has agreed to sell,
transfer, convey, assign and deliver to the Purchaser all of the Seller’s right,
title and interest in, to and under the Assets (as defined in the Asset Purchase
Agreement) and the Purchaser has agreed to assume and become responsible for the
Assumed Liabilities (as defined in the Asset Purchase Agreement), on the terms
and conditions set forth therein;

       

      NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the Parties hereby agree as follows:

       

      
        
          	
                   
      

                	
                  1.

                	
                  Definitions.  Terms
      used herein and not otherwise defined shall have the meanings assigned to
      them in the Asset Purchase
Agreement.

                


        

         

        
          	
                   
      

                	
                  2.

                	
                  Conveyance.  Seller
      hereby sells, transfers, conveys, assigns and delivers to the Purchaser
      all of the Seller’s right, title and interest in, to and under all of the
      Assets in accordance with and subject to the terms and conditions of the
      applicable governing agreements and instruments relating
      thereto.  Title to the Assets shall pass to the Purchaser
      effective as of 12:01 a.m., local time, on the date hereof (the “Effective
      Time”).

                


        

         

        
          	
                   
      

                	
                  3.

                	
                  Assumption.  The
      Purchaser hereby assumes and agrees to become responsible for the Assumed
      Liabilities that accrue and are required to be performed from and after
      the Effective Time, in accordance with the terms and conditions
      thereof.  The Purchaser expressly does not, and shall not,
      assume, be deemed to assume, or become responsible for, any Retained
      Liabilities, each of which shall be retained by the Seller and discharged
      in accordance with the terms and conditions of the Asset Purchase
      Agreement.

                


        

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        
          
            	
                  	
                    4.

                  	
                    Power of
      Attorney.The
      Seller hereby constitutes and appoints the Purchaser, its successors and
      assigns, as the Seller’s true and lawful attorney-in-fact, with full power
      of substitution, in the name of the Purchaser, its successors or assigns
      or in the name of the Seller, on behalf of and for the benefit of the
      Purchaser, its successors and assigns, to institute and prosecute all
      proceedings which the Purchaser, its successors and assigns may deem
      proper in order to (i) receive, collect, assert or enforce any claim,
      right or title of any kind in or to the Assets, and (ii) with respect to
      the Assumed Liabilities, to defend and compromise any and all such actions
      and execute instruments in relation thereto as the Purchaser, its
      successors and assigns shall deem advisable in its
      discretion.  Without limiting the foregoing, the Seller hereby
      authorizes the Purchaser, its successors and assigns and their respective
      officers to endorse or assign any instrument, contract or chattel paper to
      the extent relating to the
Assets.

                  


          

        

         

        
          	
                   
      

                	
                  5.

                	
                  Further
      Assurances.  The Seller hereby covenants and agrees that,
      from time to time after the date hereof, at the request of the Purchaser,
      its successors and assigns, and without further consideration, the Seller
      will do, execute, acknowledge and deliver, or will cause to be done,
      executed, acknowledged and delivered, all and every such further acts,
      deeds, conveyance, transfers, assignments, powers of attorney and
      assurances as may be reasonably required to distribute, transfer, convey,
      assign and deliver to the Purchaser, its successors and assigns the
      Seller’s interest in and to, and put the Purchaser, its successors and
      assigns in possession of, the
Assets.

                


        

         

        
          	
                   
      

                	
                  6.

                	
                  No Amendment;
      Conflict.  Nothing in this Agreement, express or implied,
      is intended or shall be construed to expand or defeat, impair or limit in
      any way the rights, obligations, claims or remedies of the Parties set
      forth in the Asset Purchase Agreement.  If there is any
      inconsistency between this Agreement and the Asset Purchase Agreement, the
      terms of the Asset Purchase Agreement shall
  control.

                


        

         

        
          	
                   
      

                	
                  7.

                	
                  Successors and
      Assigns.  This Agreement shall inure to the benefit of,
      and be binding upon, the Parties, together with their respective legal
      representatives, successors, and
assigns

                


        

         

        
          	
                   
      

                	
                  8.

                	
                  Governing
      Law.  The performance and interpretation of this
      Agreement will be controlled by the laws of the State of Washington
      without giving effect to its conflict of laws
  principles.

                


        

         

        
          	
                   
      

                	
                  9.

                	
                  Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which will
      for all purposes be deemed to be an original and all of which will
      constitute one and the same agreement.  A signature to this
      Agreement delivered by telecopy or other electronic means will be deemed
      valid.

                


        

         

      

      [Signature
page to follow]

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

       IN
WITNESS WHEREOF, the Parties have each caused this Agreement to be duly executed
as of the day and year first above written.

       

      
        	 	CRAZY MOOSE
      CASINO, INC.	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

      
        	 	CRAZY MOOSE CASINO
      II, INC.	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

      
        	 	COYOTE BOB’S,
      INC.	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

      
        	 	GULLWING III,
      LLC	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

      
        	 	NG WASHINGTON,
      LLC	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
F

      


      ASSIGNMENT
AND ASSUMPTION OF LEASE

      


      THIS
ASSIGNMENT AND ASSUMPTION OF LEASE, dated as of ______ ___, 2009 (this “Assignment and Assumption of
Lease”), is entered into by and among [SELLER ENTITY THAT IS THE LESSEE
UNDER THE LEASE], a ___________ having an office at [______________],
[___________], Washington __________ (the “Assignor”),
and NG WASHINGTON, LLC, a Washington limited liability company having an office
at 50 Briar Hollow Lane, Suite 500 West Houston, Texas 77027 (the “Assignee”).

      


      RECITALS

      


      WHEREAS,
pursuant to an Asset Purchase Agreement, dated as of March ___, 2009, by and
among CRAZY MOOSE CASINO, INC., a Washington corporation (“Crazy
Moose”), CRAZY MOOSE CASINO II, INC., a Washington corporation (“Crazy
Moose II”), COYOTE BOB’S, INC., a Washington corporation (“Coyote
Bob’s”), and GULLWING III, LLC, a Washington limited liability company
(“Gullwing”;
and together with Crazy Moose, Crazy Moose II and Coyote Bob’s, referred to
individually and collectively as the “Seller”),
and the Assignee, the Seller has agreed to sell to the Assignee all of the
Seller’s right, title and interest in, to and under the Assets (as defined in
the Asset Purchase Agreement) and the Assignee has agreed to assume and become
responsible for the Assumed Liabilities (as defined in the Asset Purchase
Agreement); and

       

      WHEREAS,
in connection with such sale and purchase, the Assignor desires to assign and
transfer to the Assignee all of the Assignor’s right, title and interest in, to
and under that certain [Lease Agreement], dated [_____________], between
[LANDLORD ENTITY] (the “Landlord”)
and Assignor, as amended (the “Lease”);
and

       

      WHEREAS,
in connection therewith, Assignee desires to assume the duties and obligations
of Assignor with respect to the Lease arising from and after the date
hereof.

       

      NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

       

      1. Definitions.  Capitalized
terms used in this Assignment and Assumption of Lease and not otherwise defined
shall have the meanings given to such terms in the Asset Purchase
Agreement.

       

      2. Assignment.  Subject
to the terms and conditions set forth in the Asset Purchase Agreement and in
this Assignment and Assumption of Lease, the Assignor hereby assigns, transfers
and conveys to the Assignee all of the Assignor’s right, title and interest in,
to and under the Lease.

       

      3. Assumption.  The
Assignee hereby accepts the foregoing assignment of the Lease and hereby assumes
and agrees to be bound by and to pay, perform and discharge all obligations,
covenants, liabilities and responsibilities of the Assignor under or pursuant to
the Lease arising or accruing from and after 12:01 a.m., local time, on the date
hereof.

       

      4. Asset Purchase
Agreement.  This Assignment and Assumption of Lease is intended
to effectuate the provisions of the Asset Purchase Agreement, and is subject in
all respects to the terms, conditions and provisions set forth in the Asset
Purchase Agreement.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      5. Successors and Assigns;
Governing Law.  This Assignment and Assumption of Lease shall
be (a) binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns, and (b) construed in accordance with the laws
of the State of Washington without giving effect to its conflict of laws
principles.

       

      6. Counterparts.  This
Assignment and Assumption of Lease may be executed in any number of
counterparts, each of which when executed and delivered shall be an original and
all of which shall constitute one and the same instrument.

       

      


      [Signatures
on next page]

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption
of Lease as of the date set forth on the first page hereof.

       

      
        
          	 	
                  [SELLER
      ENTITY THAT IS THE

                  LESSEE
      UNDER THE LEASE]

                	 
	 	 	 	 
	 	
                  By:
      

                	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

        
          	 	
                  NG
      WASHINGTON, LLC

                	 
	 	 	 	 
	 	
                  By:
      

                	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

      
         

      

      The
undersigned Landlord hereby acknowledges and consents to the assignment to and
assumption by the Assignee of the Lease, as provided above, and in connection
therewith hereby certifies to the Assignee as follows:

       

      
        
          	
                   
      

                	
                  1.

                	
                  The
      Lease is in full force and effect and has not been modified, assigned,
      subleased, supplemented, amended or otherwise
  changed.

                


        

         

        
          	
                   
      

                	
                  2.

                	
                  All
      conditions and agreements under the Lease to be satisfied or performed by
      the Assignor prior to the date hereof have been satisfied and
      performed.

                


        

         

        
          	
                   
      

                	
                  3.

                	
                  The
      Assignor is not in default under the Lease, there are no outstanding
      notices of default given by the Assignor which have not been cured, and
      there are no defenses or offsets against the enforcement of the Lease by
      the Assignor.  The Landlord has no knowledge of any condition or
      set of facts which, with the passage of time and/or the giving of notice,
      would constitute a default by the Assignor in the performance of its
      obligations under the Lease.

                


        

         

        
          	
                   
      

                	
                  4.

                	
                  No
      advance rent has been paid by the Assignor to the Landlord, and rent under
      the Lease has been paid through
__________.

                


        

         

        
          	
                   
      

                	
                  5.

                	
                  The
      Assignor has delivered to the undersigned $_______ as security under the
      Lease.

                


        

         

        
          	
                   
      

                	
                  6.

                	
                  All
      conditions and agreements under the Lease to be satisfied or performed by
      the Landlord prior to the date hereof have been satisfied and
      performed.

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

        

        
          	
                   
      

                	
                  7.

                	
                  The
      Landlord is not in default under the Lease, and there are no outstanding
      notices of default given by the Landlord under the Lease which have not
      been cured.  The Landlord has no knowledge of any condition or
      set of facts which, with the passage of time and/or the giving of notice,
      would constitute a default by the Landlord in the performance of its
      obligations under the Lease.

                


        

         

        
          	
                   
      

                	
                  8.

                	
                  The
      Landlord acknowledges that the Assignee will rely upon the certifications
      set forth herein as an inducement to accept the assignment of the
      Assignor’s interest in the Lease and the assumption of the Assignor’s
      obligations thereunder.

                


        

         

        [LANDLORD
ENTITY]

      

       

      
        	
                By:

              	 
	 	
                Name:

                
                  Title:

                

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
G

      


      AFTER
RECORDING MAIL TO:

       

      Carl R.
Peterson

      Eisenhower
& Carlson, PLLC

      1201
Pacific Avenue, Suite 1200

      Tacoma,
Washington 98402

       

      
        	Document Title:
    	Special
      Warranty Deed
	 	 
	Grantor(s): 	Gullwing
      III, LLC, a Washington limited liability company
	
                Grantee(s):
    

              	
                NG
      Washington, LLC, a Washington limited liability
  company

              


      

      
        	
                Abbr. Legal Descr.:
      

              	
                Lot
      2, Block 1 The Highlands West

              
	Parcel
    No.: 	1-0389-104-0001-002


      

       

      SPECIAL
WARRANTY DEED

       

       

      The
Grantor, GULLWING III, LLC, a Washington limited liability company, for and in
consideration of One Dollar ($1.00) and other valuable consideration, in hand
paid, grants, bargains and sells to Grantee, NG WASHINGTON, LLC, a Washington
limited liability company, the following described real estate, situated in
Benton County, Washington:

      


      Lot 2,
Block 1, The Highlands West, according to the Plat thereof recorded in Volume 11
of Plats, Page 4, records of Benton County, Washington, subject to those
exceptions described on Exhibit
A, attached hereto.

       

      The
Grantor, for itself and for its successors in interest, does by these presents
expressly limit the covenants of the deed to those herein expressed and exclude
all covenants arising or to arise by statutory or other implication, and do
hereby covenant that against all persons whomsoever lawfully claiming or to
claim by, through or under the Grantor and not otherwise, they will forever
warrant and defend the real estate described herein.

       

      Dated:
______________ ________, 2009.

       

      
        
          	 	
                  Grantor

                   

                  GULLWING
      III, LLC

                	 
	 	 	 	 
	 	
                  By:
      

                	 	 
	 	Its:	 	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	STATE OF WASHINGTON
      )	 )
	 	 )
  ss.
	County of ________	 )


      

       

      I certify
that I know or have satisfactory evidence that _________________ is the person
who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she was authorized to execute the instrument
and acknowledge it as the   of Gullwing
III, LLC, a Washington limited liability company, to be the free and voluntary
act of such party for the uses and purposes mentioned in the
instrument.

       

      DATED
this ______ day of ______________, 2009.

      
      

       

      
        	 	 	 	 
	 	 	 	 
	Name: 	 


      

       

      
        	Notary Public in and
      for the State of


      

       

      
        	Washington, residing
      at: 	 


      

       

      
        	My Appointment
      Expires:  	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

       

      Exceptions to
Title

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      AFTER
RECORDING MAIL TO:

       

      Carl R.
Peterson

      Eisenhower
& Carlson, PLLC

      1201
Pacific Avenue, Suite 1200

      Tacoma,
Washington 98402

       

      
        	Document Title:
    	Special
      Warranty Deed
	 	 
	Grantor(s): 	Gullwing
      III, LLC, a Washington limited liability company
	
                Grantee(s):
    

              	
                NG
      Washington, LLC, a Washington limited liability
  company

              


      

      
        	
                Abbr. Legal Descr.:
      

              	
                Blocks
      18 and 19 O'Keefe's Third Addn

              
	Parcel
      No.:  	119-481-053


      

       

       

      SPECIAL
WARRANTY DEED

       

       

      The
Grantor, GULLWING III, LLC, a Washington limited liability company, for and in
consideration of One Dollar ($1.00) and other valuable consideration, in hand
paid, grants, bargains and sells to Grantee, NG WASHINGTON, LLC, a Washington
limited liability company, the following described real estate, situated in
Franklin County, Washington:

       

      


      That
portion of Blocks 18 and 19, TOGETHER WITH vacated alley and streets adjoining
said blocks, O'KEEFE'S THIRD ADDITION TO PASCO according to the Plat thereof
recorded in Volume B of Plats, Page 37, records of Franklin County, Washington,
being more particularly described as follows:

      


      Beginning
at the Southeast corner of Section 25, Township 9 North, Range 29 East,
W.M.;

      thence
West along the South line of said section, 406 feet; thence North parallel to
the East line of said section, 207 feet to the True Point of
Beginning;

      thence
East, parallel to the South line of said section, 406 feet to the East line of
said section;

      thence
North along the East line 200 feet; thence West, parallel to the South line of
said section, 406 feet;

      thence
South, parallel to the East line of said section, 200 feet to the True Point of
Beginning;

      


      EXCEPT
the East 40 feet thereof conveyed to the City of Pasco, for South 20th Avenue,
by Deed recorded under Recording No. 283730.

      


      Subject
to those exceptions described on Exhibit A, attached
hereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
Grantor, for itself and for its successors in interest, does by these presents
expressly limit the covenants of the deed to those herein expressed and exclude
all covenants arising or to arise by statutory or other implication, and do
hereby covenant that against all persons whomsoever lawfully claiming or to
claim by, through or under the Grantor and not otherwise, they will forever
warrant and defend the real estate described herein.

       

      Dated:
______________ ________, 2009.

       

      
        	 	
                Grantor

                 

                GULLWING
      III, LLC

              	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	Its:	 	 


      

       

       

      
        
          	STATE OF WASHINGTON
      )	 )
	 	 )
  ss.
	County of ________	 )


        

      

      
      

      I certify
that I know or have satisfactory evidence that _________________ is the person
who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she was authorized to execute the instrument
and acknowledge it as the   of Gullwing
III, LLC, a Washington limited liability company, to be the free and voluntary
act of such party for the uses and purposes mentioned in the
instrument.

       

       

      
        DATED
this ______ day of ______________, 2009.

        
        

         

        
          	 	 	 	 
	 	 	 	 
	Name: 	 


        

         

        
          	Notary Public in and
      for the State of


        

         

        
          	Washington, residing
      at: 	 


        

         

        
          	My Appointment
      Expires:  	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

        

      EXHIBIT
A

       

      Exceptions
to Title