EXHIBIT
      10.1

    


    TURKS
      AND CAICOS ISLANDS

    


    REGISTERED
      LAND ORDINANCE 1967

     

    


    COMMERCIAL
      LEASE

    of

    Premises
      Consisting of

    All
      of the First Floor

    Commercial
      Building

    The
      Queen Angel Luxury Condominium Resort

     

     

    SAUNDERS
      & CO.

    P.O.
      Box 257

    Town
      Centre Mall 

    Providenciales

    Turks
      and Caicos Islands

    British
      West Indies

    Telephone:
      941-4500

    Facsimile:
      941-4533

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TURKS
      AND CAICOS ISLANDS

    


    REGISTERED
      LAND ORDINANCE 1967

    


    COMMERCIAL
      LEASE

    


    
      	
              TITLE
                NUMBERS

            	 	
              SECTION

            	 	
              ISLAND

            
	
              60713/90K57,
                90K58 & 90K59 

            	 	
              Cheshire
                Hall & Richmond Hill

            	 	
              Providenciales

            


    

     

    Particulars

    


    In
      this
      Lease the following expressions (where the context so admits) shall have the
      following meanings.

     

    
      	
              1.

            	
              DATE
                OF THIS LEASE

            	 	
              August
                1, 2006.

            
	 	 	 	 
	
              2.

            	
              THE
                LESSOR

            	 	
              CARL
                ENTERPRISES LTD.,
                2nd
                Floor, Commercial Building, The Queen Angel Luxury Condominium Resort,
                Providenciales, Turks and Caicos Islands, British West Indies.
                

              Telephone:
                941-9707 and Facsimile: 941-9708

              (which
                shall be the address and facsimile number for service of all notices
                to
                the Lessor pursuant to this Lease).

            
	 	 	 	 
	
              3.

            	
              THE
                LESSEE

            	 	
              Rounders
                Ltd. of PO Box 97,

              Providenciales,
                Turks and Caicos Islands, British West Indies.

              Telephone:
                946-8244and Facsimile: 941-4565

              (which
                shall be the address and facsimile number for service of all notices
                to
                the Lessee pursuant to this Lease).

            
	 	 	 	 
	
              4. 

            	
              THE
                RESORT 

            	 	The Queen
              Angel
              Luxury Condominium Resort, Turtle Cove, Providenciales, Turks and Caicos
              Islands. 
	 	 	 	 
	
              5. 

            	
              THE
                BUILDING 

            	 	
              The
                three-storey commercial building at the Resort. 

            
	 	 	 	 
	
              6.

            	
              THE
                PREMISES

            	 	
              The
                land comprised in Title Numbers 60713/90K57, 90K58 & 90K59, Cheshire
                Hall & Richmond Hill, Providenciales, being the three (3) strata lots
                situated on the ground floor of the Building, more particularly shown
                edged in red on the plan attached hereto as Schedule “A” (for the purposes
                of identification only).

            


    

     

    
      
        
        

      

      
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              7.

            	
              DATE
                OF COMMENCEMENT OF THE TERM

            	 	
              August
                1, 2006. 

            
	 	 	 	 
	
              8.

            	
              TERM

            	 	
              Five
                (5) years from the Date of Commencement of the Term.

            
	 	 	 	 
	
              9.

            	
              EXPIRY
                DATE

            	 	
              July
                31, 2011, subject to the Renewal Right. 

            
	 	 	 	 
	
              10.

            	
              THE
                RENT

            	 	
              $11,000.00
                per calendar month payable in advance throughout the first two (2)
                years
                of the Term and $13,000.00 per calendar month payable in advance
                throughout the final three (3) years of the Term. 

            
	 	 	 	 
	
              11.

            	
              DATE
                OF FIRST PAYMENT OF RENT

            	 	
              August
                1, 2006, payment of which the Lessor hereby
                acknowledges.

            
	 	 	 	 
	
              12.

            	
              LAST
                MONTH’S RENT

            	 	
              The
                Lessor acknowledges receipt of the sum of $13,000.00 from the Lessee
                which
                the Lessor shall apply in payment of the last month’s Rent due pursuant to
                the terms of this Lease.

            
	 	 	 	 
	
              13.

            	
              DUE
                DATE FOR SUBSEQUENT PAYMENTS OF RENT

            	 	
              1st
                day of each month during the Term following the Date of First Payment
                of
                Rent. The Lessor acknowledges receipt of the sum of $11,000.00 from
                the
                Lessee which the Lessor shall apply in payment of the Rent for the
                month
                of August, 2006. The Lessor acknowledges receipt of the further sum
                of
                $6,000.00 from the Lessee which the Lessor shall apply in partial
                payment
                of the Rent due on September 1, 2006. 

            
	 	 	 	 
	
              14.

            	
              PERMITTED
                USER

            	 	
              Only
                for business purposes as a club-gaming room - poker room and all
                other
                purposes incidental thereto including, without limitation, the
                installation of gaming machines and gaming tables, subject to the
                Lessee
                obtaining all required business and other licences and consents to
                permit
                it to do so. In no event shall the Premises or any part or parts
                thereof
                be used as a café or restaurant. Notwithstanding the foregoing, the
                Premises may include a bar for the purposes of providing patrons
                of the
                gaming facility with refreshments.

            


    

     

    
      
        
        

      

      
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              15.

            	
              RENEWAL
                RIGHT

            	 	
              The
                Lessee shall have the right to renew this Lease for a further term
                of five
                (5) years from the expiry of the Term upon the terms and conditions
                contained in clause 18 hereof.

            
	 	 	 	 
	
              16. 

            	
              RENEWAL
                TERM

            	 	
              The
                five (5) year renewal term resulting from the exercise by the Lessee
                of
                the Renewal Right. 

            


    

     

    NOW
      THIS DEED WITNESSETH as
      follows:-

     

    
      	1.0	
              IN
                THIS LEASE

            


    

    


    
      	1.1	
              The
                details, descriptions and definitions appearing in the Particulars
                set out
                above  shall
                be included in, and form part of, this Lease.


            


    

    


    
      	1.2	
              If
                there shall be more that one person included in the expression “Lessee”
                the  covenants
                by them shall be joint and several.

            


    

    


    
      	1.3	
              Where
                any act is prohibited under this Lease, the Lessee shall not allow
                or
                suffer  such
                act to be done.

            


    

    


    
      	1.4	
              Wherever
                in this Lease the word “Term” is used, it shall be construed to include
                 the
                Renewal Term where the Lessee shall exercise the Renewal
                Right.

            


    

     

    
      	2.0	
              DEMISE

            


    

     

    IN
      CONSIDERATION of
      the
      Rent and covenants on the Lessee’s part herein  contained,
      the Lessor HEREBY
      DEMISES unto
      the
      Lessee the Premises TO
       HOLD
      unto
      the
      Lessee, its successors and permitted assigns, for the Term,  subject
      nevertheless to the covenants, conditions and reservations hereinafter
 contained.

     

    
      
        
        

      

      
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    COVENANTS


    


    
      	3.0	
              RENT

            


    

    


    
      	3.1	
              The
                Rent, as set out in the Particulars to this Lease, shall be payable
                monthly in  advance
                without deduction or set off on the due date of each month as set
                out
                in the
                Particulars to this Lease.

            


    

    


    
      	3.2	
              If
                the Rent is unpaid for seven (7) days after the due date, the Lessee
                will
                pay a  late
                payment fee equal to five per cent (5%) of the amount of the unpaid
                Rent
                and,  in
                addition, will pay to the Lessor interest on the overdue amount at
                the
                rate of one
                per cent (1%) per month from the due date thereof until the date
                of
                actual payment.

            


    

    


    
      	3.3	
              No
                later than the 31st
                day of December, 2006, the Lessee shall provide the Lessor with
                a series of post-dated cheques representing the Rent for the balance
                of
                the  first
                year of the Term and, thereafter, on the anniversary date of the
                Date
                of Commencement
                of the Term, the Lessee shall provide the Lessor with a series
                of post-dated
                cheques representing the Rent payable hereunder for the
                ensuing twelve
                (12) months.

            


    

     

    
      	4.0	
              LESSEE’S
                OBLIGATIONS

            


    

    


    
      	4.1	
              The
                Lessee covenants with the Lessor to punctually pay the Rent contemplated
                by  clause
                3.1 hereof, the Stamp Duty contemplated by clause 31.1 hereof and
                all
                 other
                amounts whatsoever contemplated by the terms hereof to be paid by the
                 Lessee.

            


    

    


    
      	4.2	
              The
                Lessee further covenants with the Lessor as
                follows:-

            


    

     

    (a)
       Not
      to
      part with or share the possession of the Premises or any part thereof
 or
      assign
      its interest therein or sublet any part of the Premises at any time during
       the
      Term
      without the previous written consent of the Lessor, such consent not to
 be
      unreasonably withheld. 

    


    (b) To
      permit
      the Lessor and/or its agents at all reasonable times on written  notice
      to
      enter the Premises and to view the state and condition thereof, and  further
      upon reasonable written notice to permit the Lessor, or its agents or
 workmen
      at all reasonable times to enter upon the Premises to effect such repairs
 or
      renovations to the Premises for which the Lessor is liable pursuant to the
       terms
      of
      this Lease.

     

    
      
        
        

      

      
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    (c)
       Not
      to
      make any structural alterations in the Premises without first  obtaining
      the written consent of the Lessor and the Strata Corporation in each
 instance,
      and not to make any other alterations, additions or improvements to the
 Premises
      without first obtaining the written consent of the Lessor in each  instance,
      no such consents of the Lessor to be unreasonably withheld. 

     

       (d)
       Not
      to
      affix any antennae, cord, speaker, light, sign or other object to any
 part
      of
      the exterior of the Premises or in any window or windows of the Premises
 without
      the written consent of the Lessor and the Strata Corporation.

    


    (e)
       To
      effect
      all repairs that the Lessee is obligated to do pursuant to the terms
 of
      clause
      4.2(f) hereof as the same may become necessary and to indemnify and  keep
      indemnified the Lessor against any and all claims for any and all loss or
 damage
      to
      the Premises arising out of or caused by the negligence of the Lessee,
 its
      servants, agents, invitees or licensees.

    


    (f)
       Throughout
      the Term, to keep the Premises and all fixtures, fittings and  equipment
      (including, without limitation, all doors, windows, locks, drains and
 other
      pipes) in the same state of repair and order as the same are on the Date of
       Commencement
      of the Term, fair wear and tear excepted, and from time to time  replace
      such of the said fittings and equipment as may be broken, damaged or
 destroyed
      during the Term, fair wear and tear excepted, with other articles equally
 valued
      to
      the satisfaction and approval of the Lessor, and not to remove the said
 fittings
      and equipment or any part thereof from the Premises nor to lend or part
 with
      possession of the same either directly or indirectly to any person.

    


    (g)
       Not
      to do
      or suffer any waste, damage, disfiguration or injury to the  Premises
      or the fixtures, fittings, or equipment therein and not to commit, suffer
 or
      permit
      any part of the Premises to be used for any illegal, immoral, dangerous,
 noxious
      or offensive purpose or any purpose that shall be deemed by the Lessor to
 be
      a
      nuisance to the Lessor, other tenants, owners or occupants of residential
 strata
      lots in the Resort or any of their agents, invitees, customers and
      licensees.

    


    (h) except
      as
      hereinafter provided, not to use any traveling or flashing lights,  or
      any
      signs, television or other audio-visual mechanical devices in any manner so
       that
      they
      can be seen outside of the Premises, and not to use any loudspeakers,
 televisions,
      phonographs, radios or other audio-visual or mechanical devices in a
 manner
      so
      that they can be heard outside of the Premises and, where the Lessee
 shall
      be
      in breach of this covenant, the Lessor shall be entitled to remove such
 equipment
      without notice to the Lessee at the cost of the Lessee (including the
 making
      good, in each case, of any damage done in such removal).  Notwithstanding
      the foregoing, the Lessee shall be entitled to install at its sole  expense
      and maintain throughout the Term the following signage: (i) one
      twenty- four
      inch
      (24”) metal logo with eighteen inch (18”) metal lettering above the  entrance
      door and one twenty-seven inch (27”) by forty-one inch (41”) light box
 on
      a
      freestanding pole adjacent to the entrance from the Lower Bight
      Road.

     

       (i)
       Not
      to
      keep the property of any third party on the Premises without  permission
      of the Lessor, save and except such property that is necessary for the
 proper
      functioning of the Lessee’s business.

    


    (j)
       Not
      to
      keep or permit any pets or animals on the Premises.

     

    
      
        
        

      

      
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    (k)
       Not
      to
      keep, store or permit to be kept or stored any object whatsoever on  the
      common walkways, parking area or other areas surrounding the Premises.


    


    (l) Upon
      the
      expiration or sooner determination of the Term to peaceably  yield
      up
      and surrender the Premises together with all additions and improvements
 made
      thereto to the Lessor in as good and substantial repair and condition as they
       were
      at
      the Date of Commencement of the Term, fair wear and tear and the  Lessor’s
      obligations excepted, together with all improvements whether  installed
      prior to or after the Date of Commencement of the Term, and to remove
 all
      furniture, furnishings and other chattel items belonging to the Lessee or
 brought
      upon the Premises by the Lessee, it being understood and agreed that if
 any
      furniture, furnishings or other chattel items belonging to the Lessee shall
      be
 left
      on
      the Premises upon the expiration or sooner determination of the Term, the
 Lessee
      shall be deemed to have abandoned same and the Lessor shall be entitled
 to
      remove
      and dispose of the same as it deems fit at the cost of the Lessee.

    


    (m)
       Not
      to
      suffer execution to be levied at the Premises.

    


    (n) Not
      to
      permit the washing or repair of any kind of vehicles on the common  areas
      surrounding the Premises.

     

       (o)
       To
      place
      garbage cans only in the areas specified by the Lessor or the  Strata
      Corporation for the Lessee’s own use or to dispose of garbage only in areas
 specified
      by the Lessor or the Strata Corporation, whether solely for the Lessee’s
 use
      or
      for use in common with other  tenants
      and occupants of the Resort.

    


       (p) To
      be
      responsible for and pay when due all fees, rates, taxes, utility  charges
      including, without limitation, telephone, cable television, water (whether
       pursuant
      to a service charge or otherwise) and electric current supply for the
 Premises
      and other services payable in respect of the Premises during the  continuance
      of this Lease and further agrees that Lessor shall not be responsible
 for
      any
      damages directly or indirectly resulting from the provision of such  services
      or any failure of the suppliers thereof to provide same to the
      Premises.

    


    (q) To
      be
      solely responsible for the repair and maintenance of air-conditioning
 units
      serving the Premises, but not their replacement.

    


    (r) At
      all
      times during the Term to observe and comply in all respects with the
 provisions
      and requirements of any and every enactment (which expression in this
 context
      includes any and every Ordinance of the Turks and Caicos Islands already
 or
      hereafter passed and every order, regulation and by-law already or hereafter
      to
 be
      made
      under or in pursuance of any such Ordinance) so far as they relate to or
 affect
      the Premises or any additions or improvements thereto or the user of the
 Premises,
      including without limiting the generality of the foregoing, obtaining all
 development
      permissions and building permits and to serve all notices as may be  required
      for carrying out any improvements to the Premises.

     

    
      
        
        

      

      
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    (s) Not
      at
      any time during the Term do or omit or suffer to be done or  omitted
      on or about the Premises any act or thing by reason of which the Lessor
 may
      under
      any enactment incur or have imposed or become liable to pay any  penalty,
      damages, compensation, costs, levy, tax, charges or expenses
      whatsoever.

    


    (t) Not
      at
      any time during the Term do or omit or suffer to be done or  omitted
      any act, matter or thing whatsoever the doing or omission of which would
 make
      void
      or voidable any policy of insurance effected by the Lessor or the Strata
 Corporation
      in respect of the Building or the Resort or which have the effect of
 causing
      the premiums payable in respect of any such insurance to be increased
 beyond
      the normal rates therefor.

    


    (u)
       The
      Lessee acknowledges and agrees that the parking area located  adjacent
      to the Premises is provided for use in common with all owners, tenants
 and
      occupants of the Resort and their servants, agents, invitees and
      licensees.

    


    (v) To
      comply
      with the By-laws of the Strata Corporation and all rules  and
      regulations enacted by the Strata Corporation in respect of the Resort and,
       without
      limiting the generality of the foregoing, to provide to the Strata  Corporation
      a key to the Premises and each and every part thereof such that the  Strata
      Corporation has access to the entire Premises as contemplated by the said
 By-laws
      and not to change the locks to the Premises or any part thereof without
 the
      consent of the Strata Corporation.

    


    (w) That
      it
      has full right and authority to enter into this Lease and to  perform
      its obligations as herein contained, and that the execution of this Lease
 has
      been
      duly authorized by the board of directors of the Lessee.

    


    
      	5.0	
              LESSOR'S
                OBLIGATIONS

            


    

    


    
      	5.1	
              The
                Lessor agrees with the Lessee as
                follows:

            


    

     

       (a)
       That
      so
      long as the Lessee shall pay the Rent hereby reserved and perform  its
      other
      covenants and obligations herein contained, the Lessee may peaceably
 hold
      and
      enjoy the Premises during the Term without any interruption by the  Lessor
      or
      any person rightfully claiming through, under or in trust for it or by title
       paramount.

    


    (b)
       The
      Lessor or the Strata Corporation shall maintain and repair the  structure
      of the Building, the exterior walls, roof, electrical wires installed and
 other
      installations of a structural nature, originally provided by the
      Lessor.

    


    (c) To
      pay
      all strata fees and insurance charges imposed by the Strata  Corporation
      from time to time payable in respect of the Premises to the Strata  Corporation.

    


    (d)
       Subject
      to clause 5.1(e) hereof, upon the destruction or damage of the  Premises
      or and part or parts thereof by an insured risk, to lay out all policy
 moneys
      recovered by it in the reconstruction or reinstatement of the Premises,
 provided
      however that no Rent shall be payable by the Lessee during the said  period
      of
      such destruction or damage, and provided further that if in the  reasonable
      opinion of the Lessor it is uneconomical or impossible to reconstruct
 or
      reinstate the Premises, the Lessor shall have the right to terminate this Lease
       and,
      upon
      such termination, repay to the Lessee any Rent paid in respect of that
 period
      subsequent to the occurrence of the insured risk. In no case shall the Lessor
       be
      liable
      to the Lessee, its servants, invitees or licensees for any loss or damage
 occasioned
      by such destruction or damage as set forth in this clause.

     

    
      
        
        

      

      
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       (e) In
      the
      event of any destruction or damage to the Premises or the Building  which
      renders the Premises or any part thereof unfit for use or occupation and the
       Lessee
      shall desire to determine this Lease, and on giving the Lessor no less than
       fourteen
      (14) days’ previous notice in writing then in such case this Lease and
 everything
      herein contained shall cease and determine but without prejudice to  any
      claim
      by either party against the other in respect of any antecedent breach of
 any
      covenant or condition herein contained.

    


       (f) In
      the
      event that the Premises or access thereto shall at any time during the
 Term
      be
      unavailable for use by the Lessee for a period in excess of seven (7) days
       due
      to
      any default of the Lessor, then the Rent hereby reserved and payable
 hereunder
      shall be suspended in proportion to the extent to which the  Premises
      or access thereto are unavailable for use until the Premises or access
 thereto
      shall again become available, provided that in the event such availability
       shall
      continue for a period of thirty (30) days, the Lessee shall thereupon be
 entitled
      at its option to terminate this Lease.


    


    
      	6.0	
              DEFAULT
                AND RIGHT TO RE-ENTER

            


    

    


    
      	6.1	
              In
                case any Rent shall not be paid on the due date thereof or if default
                shall be  made
                by Lessee in any of the other covenants or agreements herein contained
                and
                 such
                non-payment or default (as the case may be) shall continue for ten
                (10)
                days  after
                service of a notice in accordance with Section 56 of the Registered
                Land
                 Ordinance
                1967, then it shall be lawful for the Lessor, by its agents, attorneys,
                 successors
                or assigns to re-enter and repossess the Premises and require the
                 Lessee
                and each and every occupant to vacate the Premises, and upon re-entry
                as
                 aforesaid,
                possession of the Premises shall thereupon automatically vest in
                the
                 Lessor
                and this Lease shall terminate.

            


    

    


    
      	6.2	
              If
                as a result of an inspection or otherwise, the Lessor becomes aware
                of any
                 breach
                of agreement or condition by the Lessee, the Lessor may give notice
                in
                 writing
                to the Lessee requiring the Lessee to remedy the breach, and within
                ten
                 (10)
                days after the giving of such notice the Lessee shall remedy such
                breach
                in  accordance
                with the notice to the reasonable satisfaction of the Lessor.
                

            


    

     

    
      	7.0	
              NOTICE

            


    

    


    
      	7.1	
              Any
                notice permitted, required or contemplated by this Lease to be given
                by
                 either
                party hereunder to the other shall be deemed duly served and given
                if
                 delivered
                by hand against receipt or transmitted by facsimile transmission
                to the
                 other
                party at its address and/or facsimile number shown in the Particulars.
                In
                the  case
                of delivery by hand, receipt of such notice shall be deemed to have
                occurred  on
                delivery. In the case of facsimile transmission, receipt shall be
                deemed
                to take  place
                the day following apparently successful transmission of such
                facsimile.

            


    

     

    
      
        
        

      

      
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      	8.0	
              CONDITION
                OF PREMISES

            


    

    


    
      	8.1	
              The
                Lessee taking possession of the Premises shall be conclusive evidence
                against  the
                Lessee that the Premises and all fixtures and fittings therein were
                in
                good  order
                and repair at the Date of Commencement of the Term and that no
                 promise
                or undertaking of the Lessor to alter, remodel or improve the Premises
                 and
                no representations concerning the condition of the Premises have
                been made
                 by
                the Lessor save as herein expressly set forth. The Premises are leased
                to
                the  Lessee
                as unfurnished.

            


    

    


    
      	8.2	
              The
                Lessee acknowledges that it is solely responsible for, and has satisfied
                itself  that,
                the Premises may be used for the purposes intended by the Lessee
                and that
                 the
                Lessor has made no representations nor given any warranties that
                such
                usage  is
                permissible under law.

            


    

     

    
      	9.0	
              USE
                OF PREMISES AND CONDUCT OF
                BUSINESS

            


    

    


    
      	9.1	
              The
                Lessee shall not allow the Premises to be used for any purpose which
                will
                 increase
                the insurance rates thereon and will not permit to be kept or used
                therein
                 any
                inflammable liquid or explosive, and in the event of the insurance
                rates
                of the  Lessor
                or the Strata Corporation being increased by reason of things brought
                on
                 the
                Premises or the Lessee’s use of the Premises, the Lessee shall on
                 demand
                pay to the Lessor as additional rent the amount of such increase;
                 providing
                that if any insurance policy upon the Building shall be cancelled
                by the
                 insurer
                by reason of the use or occupation of the Premises by the Lessee,
                and the
                 Lessee
                declines or is unable to provide a substitute policy of insurance
                issued
                by  an
                insurer acceptable to the Lessor within the period of notice of such
                cancellation  as
                provided by the Lessor’s or the Strata Corporation’s insurers, as the case
                may  be,
                then the Lessor may, at its option, terminate this Lease forthwith
                by
                giving  notice
                in writing of its intention to do so and, thereupon, any other payments
                for  which
                Lessee is liable under this Lease shall be apportioned and paid in
                full to
                the  date
                of such termination and the Lessee shall immediately upon receipt
                of such
                 notice
                deliver up possession of the Premises and each and every part thereof
                to
                the  Lessor,
                and the Lessor may re-enter and take possession of the same. For
                greater
                 certainty,
                under no circumstances shall alcoholic beverages be considered as
                 inflammable
                liquids.

            


    

    


    
      	9.2	
              The
                Lessee shall occupy the Premises from and after the Date of Commencement
                 of
                the Term and thereafter throughout the Term shall conduct the business
                set
                out  in
                sub-clause 14 of the Particulars continuously, diligently and actively
                in
                the  whole
                of the Premises. In the conduct of its business the Lessee shall
                operate
                its  business
                with due diligence and in such a manner as not to disturb the Lessor,
                 other
                tenants, owners or occupants of residential strata lots in the Resort
                or
                any of  their
                agents, invitees, customers and
                licensees.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	10.0	
              ORDINANCES

            


    

    


    
      	10.1	
              The
                Lessee shall, at its expense, comply with all laws, orders, ordinances
                and
                 regulations
                of all governmental agencies in the Islands, including payment of
                any
                 government
                fees and/or stamp duties owing pursuant to the execution and  enforcement
                of this Lease and the Lessee’s occupation and use of the Premises.
                

            


    

     

    
      	11.0	
              INSURANCE

            


    

    


    
      	11.1	
              The
                Lessor shall not be responsible for any damage to any person in or
                about
                the  Premises
                or to any merchandise, goods, chattels, machinery, fixtures, fittings
                or
                 equipment
                contained therein, or to any person in the Building with the express
                or
                 implied
                consent of the Lessee or in respect to the Lessee’s occupation, except
                 where
                such damage is as a result of the gross negligence of the Lessor,
                its
                 employees
                or agents.

            


    

     

    
      	11.2	
              The
                Lessee shall throughout the entire Term, at its sole cost and expense,
                take out  and
                keep in force and effect in the name of the Lessee and, in the case
                of the
                 comprehensive
                general liability insurance, in the names of the Lessee and the
                 Lessor,
                the following  insurance:

            


    

    


    (a) insurance
      upon property of every description and kind owned by the  Lessee
      or
      for which the Lessee is legally liable situated from time to time within
 the
      Premises in an amount not less than the full replacement cost (new) thereof
       against
      destruction or damage by fire, explosion, flooding, storm, tempest or other
       acts
      of
      nature and such other additional perils as are usually covered by insurance
       policies
      in the Turks and Caicos Islands covering commercial buildings and  property.

    


    (b) comprehensive
      general liability insurance in the amount of no less than  One
      Million United States Dollars (US$1,000,000.00) against claims for personal
       injury,
      death, property damage or other loss arising out of the negligence of the
 Lessee
       or
      the
      Lessor and their respective employees, servants and agents in and  about
      the
      Premises.

    


    All
      policies of insurance contemplated herein shall be taken out with insurers
       acceptable
      to the Lessor, acting reasonably, and shall contain a provision  requiring
      the insurers to notify the Lessor not less than thirty (30) days’ prior to
 any
      material change, cancellation or termination thereof. The Lessee shall duly
       and
      promptly pay all premiums for the insurance contemplated in this clause 11.2.
       Prior
      to
      the Commencement Date of the Term, the Lessee shall provide the Lessor
 with
      certificates of insurance or certified copies of each of the aforesaid policies
       and,
      further, shall from time to time during the Term as such policies are renewed,
       provide
      the Lessor with updated certificates of insurance or certified copies of
 each
      such
      renewal policy.

     

    
      	12.0	
              DAMAGE
                TO THE PREMISES

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	12.1	
              In
                the event of damage to or destruction of the Premises by fire, flooding,
                storm  or
                other insured cause such that the Premises become uninhabitable (such
                damage  or
                destruction not being as a result of the Lessee’s act or negligence, or
                the act or  negligence
                of the Lessee’s servants, agents or invitees), this Lease shall terminate
                 on
                that date and the Lessor will refund to the Lessee the balance of
                the
                unused  portion
                of the Rent and the Security
                Deposit.

            


    

    


    
      	12.2	
              The
                Lessee acknowledges that the Building and the Premises form part
                of a
                Strata  Plan
                and that the Strata Corporation (and not the Lessor) has the obligation
                to
                 insure
                against damage to or destruction of the
                Premises.

            


    

     

    
      	13.0	
              LIENS

            


    

    


    
      	13.1	
              The
                Lessee shall promptly pay when the same fall due all accounts for
                labour
                and  material
                done or supplied at the Lessee’s request for all improvements,
                 installations,
                partitions, fixtures or work done by or for it on the Premises and
                will
                 not
                suffer or permit any encumbrance, lien or charge to arise on the
                Premises
                in  respect
                thereof.

            


    

     

    
      	14.0	
              LIGHTING

            


    

    


    
      	14.1	
              The
                Lessee agrees to install and replace from time to time, as required,
                all
                electric  light
                bulbs, fluorescent tubes and other lighting in the Premises at the
                Date of
                 Commencement
                of the Term and shall maintain and repair all light fixtures in the
                 Premises;
                provided that the Lessee may remove any light bulbs, fluorescent
                tubes
                 and
                other lighting (but not light fixtures) installed by the Lessee during
                the
                Term  on
                the expiry of the Term.

            


    

     

    
      	15.0	
              SUBORDINATION

            


    

    


    
      	15.1	
              The
                Lessee agrees that this Lease shall be subject and subordinate to
                any
                 mortgage
                or charge which is now in place against the Premises or which the
                 Lessor
                shall hereafter grant, and the Lessee agrees to execute such  postponements,
                acknowledgments of priority, attornment agreements and other  documents
                as any lender to the Lessor reasonably requests as may be desirable
                or
                 necessary
                to give effect to the foregoing
                provisions.

            


    

     

    
      	16.0	
              NO
                DIMUNITION OF RENT

            


    

    


    
      	16.1	
              Except
                as expressly provided otherwise in this Lease, there shall be no
                allowance
                 to
                the Lessee for diminution of Rent on account of, and no liability
                on the
                part of  the
                Lessor for, any inconvenience, personal annoyance, illness, or injury
                to
                Lessee  arising
                from acts of God or Queen’s enemies. The Lessor agrees to use its best
                 endeavours
                to do any work required by the terms of this Lease to be done by
                it in
                 a
                manner so as not to materially interfere with the Lessee’s use of the
                Premises.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	17.0	
              RIGHT
                TO SHOW PREMISES AND TO ERECT
                SIGNS

            


    

    


    
      	17.1	
              The
                Lessor shall have the right to show the Premises to prospective purchasers
                 thereof
                or to prospective tenants thereof from time to time during the last
                four
                (4)  months
                of the Term provided that, where the Lessor desires to show the Premises
                 during
                a time when they are not open for business, the Lessor shall give
                the
                 Lessee
                no less than twenty-four (24) hours’ notice of the desire to show the
                 Premises
                and, in such circumstances, the Lessee shall permit the Lessor entry
                 thereto.

            


    

    


    
      	17.2	
              The
                Lessor shall have the right at any time or times during the last
                four (4)
                 months
                of the Term to fix and retain without interference a reasonably sized
                 notice
                or sign advertising the Premises for sale or for lease (or both),
                provided
                 that
                such notice or sign shall not unreasonably affect the light or air
                enjoyed
                by  the
                Premises, and the Lessee will not remove or obscure the same.
                

            


    

     

    
      	18.0	
              RENEWAL
                RIGHT

            


    

    


    
      	18.1	
              It
                is understood and agreed between the Lessor and the Lessee that,
                provided
                that  the
                Lessee has not been substantially in default of any of its obligations
                under this  Lease
                during the Term, the Lessee shall have the option to renew this Lease
                for
                a  further
                term of five (5) years (the “Renewal Term”) by giving written notice to
                 the
                Lessor of its intention to renew at least six (6) months before the
                expiration  of
                the Term, such renewal to be on the same terms and conditions as
                in this
                Lease,  except
                for the Rent which shall be the greater of (i) $15,000.00 per month;
                or
                (ii)  the
                then current market rent for similar premises in a similar location
                (as to
                which  the
                Lessor and the Lessee shall use their respective best efforts to
                agree
                upon) and  except
                that there shall be no further renewal right. In the event that the
                Lessor
                 and
                the Lessee shall fail to agree on the Rent to be paid during the
                Renewal
                Term  by
                the date which is two (2) months before the expiration of the Term,
                the
                 determination
                of the amount thereof shall be subject to arbitration in accordance
                 with
                the Arbitration Ordinance 1974 and either party hereto shall be entitled
                to  submit
                the matter for resolution pursuant to such Ordinance and the provisions
                of
                 such
                Ordinance shall govern the procedure for determination of the Rent
                during
                 the
                Renewal Term. 

            


    

     

    
      	19.0	
              EXPROPRIATION

            


    

    


    
      	19.1	
              If
                the whole or a substantial portion of the Premises are taken by any
                public
                 authority
                under the powers of expropriation of that authority this Lease shall
                cease
                 and
                terminate from the day possession shall be taken for such public
                purposes
                and  the
                Lessee shall be liable for Rent only up to the date of the taking
                of
                possession  thereof
                by such public authority. All appropriate adjustments shall be made
                 between
                the Lessor and the Lessee where Rent has been paid beyond the day
                 possession
                shall be taken for such public
                purposes.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    
      	20.0	
              BANKRUPTCY
                AND SEIZURE 

            


    

    


    
      	20.1	
              If
                the Term hereby granted shall be at any time seized or taken in execution
                or on  attachment
                by any creditor of the Lessee, or if the Lessee shall make an  assignment
                for the benefit of its creditors, or become bankrupt or insolvent
                or take
                 the
                benefit of any Ordinance which may be in force for bankrupt or insolvent
                 debtors,
                the Term shall, at the option of the Lessor, immediately become forfeited
                 and
                void and the Rent then owing, including the then current month’s Rent, and
                 three
                (3) months’ additional Rent shall thereupon become due and payable and the
                 Lessor
                may without notice re-enter and take possession of the Premises as
                though
                 the
                Lessee or its employees or other occupants of the Premises were holding
                over  after
                the expiration of the Term.

            


    

     

    
      	21.0	
              WAIVER
                IN WRITING

            


    

     

    
      	21.1	
              Failure
                of the Lessor to insist upon strict compliance by the Lessee with
                the
                 performance
                of all terms, conditions, obligations, covenants and agreements
                 contained
                herein in any one or more instances shall not operate or be construed
                as
                 a
                waiver of any other breach of such term, condition, obligation, covenant
                or  agreement
                or of any other term, condition, obligation, covenant or agreement
                 hereof.
                The Lessor shall not be considered to have waived any of its rights
                to
                 performance
                by the Lessee of the terms, conditions, obligations, covenants and
                 agreements
                herein contained unless evidenced by the written waiver of the
                Lessor.

            


    

     

    
      	22.0	
              RECOVERY
                OF MONEYS DUE

            


    

    


    
      	22.1	
              All
                sums reasonably paid or expenses reasonably incurred by the Lessor
                for the
                 purposes
                of collecting Rent in arrears or to enforce the late performance
                of any of
                 the
                Lessee’s obligations, covenants or agreements hereunder shall be
                recoverable  from
                the Lessee and shall bear interest at the rate of twelve per cent (12%)
                per  annum.

            


    

     

    
      	23.0	
              GOVERNING
                LAW

            


    

    


    
      	23.1	
              This
                Lease shall be governed in all respects by the laws of the Turks
                and
                Caicos  Islands.
                Should any term or provision of this Lease be illegal, invalid or
                 unenforceable
                 under
                the laws of the said jurisdiction, it or they shall be  considered
                severable, and this Lease and its remaining terms and provisions
                shall
                 remain
                in force and be binding upon the parties as though the illegal, invalid
                or
                 unenforceable
                 terms
                and provisions had never been
                included.

            


    

     

    
      	24.0	
              IMPLIED
                TERMS

            


    

    


    
      	24.1	
              The
                agreements implied by Sections 52 and 53 of the Registered Land Ordinance
                 1967
                are hereby excluded from this Lease, having been replaced by alternate
                 provisions
                or having been deemed by the parties hereto not to be
                applicable.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	24.2	
              The
                provisions of Section 55(1) of the Ordinance are hereby excluded
                from this
                 Lease,
                having been replaced by alternative
                provisions.

            


    

     

    
      	25.0	
              OVERHOLDING

            


    

    


    
      	25.1	
              If
                at the expiration or other termination hereof the Lessee shall remain
                in
                 possession
                of the Premises with or without the consent of the Lessor without
                 further
                written agreement, the Lessee shall be deemed to be a tenant from
                month- to-month
                and no other tenancy shall be created by implication of law or otherwise
                 and
                the monthly rental installment provided hereinbefore shall be paid
                on the
                first  day
                of each month, and such month-to-month tenancy shall otherwise be
                subject
                 to
                all of the terms of this Lease.

            


    

     

    
      	26.0	
              TIME
                OF THE ESSENCE

            


    

    


    
      	26.1	
              Time
                shall be of the essence in respect of all obligations and payments
                to be
                made  hereunder.

            


    

     

    
      	27.0	
              SUCCESSORS
                AND ASSIGNS

            


    

    


    
      	27.1	
              This
                Lease and the terms and provisions hereof shall enure to the benefit
                of
                and  be
                binding upon the Lessor and its successors and assigns and to the
                benefit
                of  and
                be binding upon the Lessee and its permitted successors and
                assigns.

            


    

     

    
      	28.0	
              ASSIGNING
                AND SUB-LETTING

            


    

    


    
      	28.1	
              The
                Lessee shall not be entitled to assign this Lease nor to sublet the
                Premises or  any
                part or parts thereof without the prior written consent of the Lessor,
                which  consent
                may be granted or withheld in the sole discretion of the
                Lessor.

            


    

     

    
      	29.0	
              TOTAL
                AGREEMENT

            


    

    


    
      	29.1	
              This
                Lease supersedes any and all understandings and agreements, written
                or
                oral,  between
                the parties relative to the leasing of the Premises and constitutes
                the
                 entire
                agreement between them concerning the subject matter
                hereof.

            


    

     

    
      	30.0	
              HEADINGS

            


    

    


    
      	30.1	
              The
                headings contained in this Lease are for convenience of reference
                only and
                 shall
                not affect the construction or interpretation of this
                Lease.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    
      	31.0	
              COSTS
                AND STAMP DUTY

            


    

    


    
      	31.1	
              Each
                party shall bear its own costs for preparation and negotiation of
                this
                Lease.  The
                Lessee shall be responsible for, and shall pay as and when due, all
                Stamp
                 Duty
                payable as a consequence of the entering into of this Lease and the
                making
                 of
                the payments of Rent hereunder, and the Lessee shall indemnify and
                save
                 harmless
                the Lessor in respect of the obligation to pay such Stamp
                Duty.

            


    

     

    IN
      WITNESS WHEREOF
      the
      parties hereto execute this Lease as of the day, month and year first above
      written.

     

     

    
      	Executed
              by the
              Lessor,	 	 	 
	
              CARL
                ENTERPRISES LTD.

            	 	 	
            
	 	 	 	 
	 	 	 	 
	
              
Zdzislaw
              Materski - Director	 	 	
              
Zdzislaw
              Materski - Secretary


       

       

      
        	Executed by the Lessee,	 	 	 
	
                THE
                  GAME INTERNATIONAL TC LTD.

              	 	 	
              
	 	 	 	 
	 	 	 	 
	
                
Director	 	 	
                
Secretary


      

       

      
        
          
          

        

        
          16