Exhibit 10.1



 





Exhibit 10.1




AGREEMENT OF SALE AND PURCHASE




     THIS AGREEMENT OF SALE AND PURCHASE (The “Agreement”) is made as of this
1st day of October, 2007 by and between Stockman’s Casino, a Nevada
corporation (“Seller”) and Dhillon Hospitality Management Inc. of 3309 Vancouver Drive, Modesto,
California 95355, or its assigns (“Purchaser”). In consideration of the agreements contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser hereby agree as follows:



I.

SALE AND PURCHASE PROPERTY




     1.01 Sale and purchase. Subject to the terms and provisions of this agreement,
Seller agrees to convey unto Purchaser, and Purchaser agrees to purchase from Seller, all of the
following property:




	 	A.	 	That certain tact or parcel of land (the “Land”) located at 55 Commercial Way,
Fallon, NV 89406, more particularly described as Parcel 3 of the Parcel Map for James
R. Peters, as trustee under the James R. Peters Family Trust Agreement recorded March
1, 2005, under Document No. 368694, Official Records, Churchill County, Nevada. Also
known as Assessor Parcel No. 001-231-73






together with (i) all right, title and interest, if any, of Seller in and to the land
subject to any rights, easements, encroachments or other matters of record or as revealed in
a survey of the parcel, and (ii) all of the rights and appurtenances belonging or in any way
pertaining to the Land. The Land and all building, fixtures, structures, and improvements
thereon and all appurtenances thereto described in this Section 1.01(a) are hereinafter
collectively called the “Real Property”;




	 	B.	 	All personal property owned by Seller situated on or used in connection with
the operation of the Holiday Inn Express on the Real Property, including, without
limitation, all fixtures, machinery, air conditioning and heating equipment, supplies,
replacement parts, floor coverings, wall coverings, drapes, blinds, partitions, fire
prevention and extinguishing apparatus, security systems, plants, furniture and all
building materials owned by Seller for use of the Holiday Inn Express on the Real
Property, together with all supplies, food stuffs, beverages and inventory on hand
including stationary, guest folios, registration cards, linens and similar supplies two
and half time turn over, all of which shall hereinafter be referred to collectively as
the “Personal Property”, but not including any Personal Property used in or for the
operation of Stockman’s Casino.






	 	C.	 	All of Seller’s right, title and interest in an to all leases, and telephone
numbers which are exclusively assigned to or used by the HIE assigned to Seller in
connection with the Real Property and hotel operations, service contracts, warranties,
licenses, permits, and all other intangible rights which are owned by the seller and
are related to the Real Property and the Personal Property, but




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	 	 	 	subject to and conditioned upon the Joint Marketing Agreement referred to herein and
the parties acknowledge that there are no ground leases related to the HIE; and






	 	D.	 	All other rights, privileges, and appurtenances owned by Seller, reversionary
or otherwise and in any way related to the properties described in this Article I.





     The Real Property, the Personal Property, and the aforesaid other rights, agreements,
contracts, licenses, permits and interests described in this Article I hereafter sometimes referred
to collectively as the “Project.”



II.

CONSIDERATION




     2.01 Purchase Price. The total purchase price (“Purchase Price”) to be paid by
Purchaser to Seller for the sale and conveyance of the Project shall be Seven Million, Two Hundred
Thousand Dollars ($7,200,000), payable in cash at the Closing.



     2.02 Earnest Money. Purchaser has deposited with Stewart Title of Northern Nevada
located at 5355 Kietzke Lane in, Reno, Nevada (“Title Company”) in immediately available funds the
amount of $75,000 the (“Earnest Money”). The Earnest Money shall be placed in a non-interest
bearing account. In the event that this Agreement is terminated prior to consummation of the
purchase and sale of the Project in accordance with this Agreement, then the Earnest Money shall be
delivered as provided herein. In the event that this Agreement is not terminated at or prior to
the expiration of the Review Period, the Earnest Money deposit shall be non-refundable.



     2.03 PIP Expense. Buyer understands that IHG has issued a Property Improvement Plan
(“PIP”) which requires remodeling, upgrading and refurbishing the Hotel. Buyer agrees to assume
all liability and responsibility for the PIP improvements and shall indemnify and hold harmless
Seller from any claim or demand due from the making of PIP remodeling, upgrading, refurbishing or
improvement.



III.

TIME




     3.01 Effective Date. The “Effective Date” of this Agreement shall be the date on
which both parties have signed this Agreement.



     3.02 Closing Date. The “Closing Date” shall be the date on which payment of the
purchase price is made and title to the Project is conveyed by the Seller to the Purchaser and
shall be on a mutually acceptable date and time no later than ninety (90) days following the
Effective Date.



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     3.03 Time of the Essence. The Parties and agree and understand that time is of the
essence to this Agreement and all obligations shall be satisfied within the time specified.



IV.

TITLE, SURVEY, DOCUMENTATION, CONDITION OF PROJECT, AND 
FRANCHISE REQUIREMENTS




     4.01 Survey. Seller shall within ten (10) days after the Effective Date, furnish
Purchaser with a copy of its existing survey certified as of the 16th day of July, 2007 (the
“Survey”). Purchaser shall have the right, at its expense, to have such Survey re-certified or
updated.



     4.02 Title Commitment. Purchaser shall obtain at its sole expense any title
commitment, binder, insurance or other indemnity concerning the title and quality of the Real
Property. On request of Purchaser, Seller shall within ten (10) days after the request, deliver to
Purchaser a copy of Seller’s policy of title insurance covering the Property.



     4.03 Review of Title and Survey. Purchaser shall have a period (the “Review Period”)
ending forty-five (45) days after the Effective Date of this Agreement in which to notify Seller of
any objections Purchaser has to any Title and Survey matters. The Real Property is being sold “as
is” with all liens, encroachments, rights, easements any other matters of record, except that
Seller shall cause all liens of record to be released or terminated as of the closing date
incuding, but not limited to, any lien or right existing in Nevada State Bank or James R. Peters,
as Trustee of the James R. Peters Family Trust due to or as a result of a mortgage or loan dated as
of January 31, 2007.



     4.04 Condition of Project. Purchaser will make its own examination of the Project,
including on-site inspections and such environmental studies as Purchaser deems necessary, and will
accept the Project in its present “AS IS” condition. Purchaser acknowledges that Seller has made
no representations whatsoever regarding the physical condition of the Project or the financial
operations of the business conducted thereon.



     4.05 Franchise Requirements. Purchaser shall take such steps as are required to
secure a licensing/franchise agreement to continue the project operation as a Holiday Inn Express
from the Intercontinental Hotel Group (IHG) and to release Seller from any continuing obligation to
IHG as of the Closing Date. Any and all expenses incident to the acquisition and issuance of such
license, including required repairs, except for the allowance in Section 2.03 (a) above, shall be
that of the Purchaser, Seller agrees that it will cooperate in reasonable and prompt manner to
assist Purchaser in this regard. Seller shall notify IHG of the proposed transfer of the property
to Purchaser. Purchaser shall apply for a new franchise license agreement within fifteen (15) days
following the effective date of this agreement.



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V.

CONDITIONS PRECEDENT TO PURCHASER’S OBLIGATION TO CLOSE




     5.01 Due Diligence. During the forty-five (45) days immediately following the
Effective Date (the “Review Period”) Purchaser may conduct any investigation or review of the
financial condition, operation, environmental status, contract, insurance, litigation, inventory,
or other matters related to the condition of the Real Property or the business and operation of the
Project as it may in its sole discretion desire at its sole expense.



     5.02 Seller’s Cooperation. Seller shall cooperate with such investigation and review
as set forth in Section 5.01 and shall provide Purchaser with any documents or records which exist
in furtherance of such investigation and review. However, Seller shall have no obligation to
create records or documents which do not otherwise exist or Seller does not otherwise maintain in
its normal course of business.



     5.03 Limitation. Purchaser shall not visit the site or contact any employee of
Stockman’s Casino or Holiday Inn Express, Fallon, Nevada without the express written consent of T.
Wesley Elam, Mark Miller, or his designee.



     5.04 Confidentiality. Purchaser agrees to keep in strict confidence and to not
disclose to any other person any information concerning the status or condition of the Real
Property or concerning the business or operation of the Holiday Inn Express, Fallon, Nevada and
shall return to Seller any and all documents or records provided by Seller for purposes of the due
diligence review in the event that a closing does not occur. This paragraph shall specifically
survive the termination of this Agreement and shall remain an obligation of the Purchase for a
period of three (3) years following the termination of this Agreement.



     5.05 Termination. No later than the end of the Review Period, Purchaser may terminate
this Agreement by providing written notice of termination to the Seller. In the event Purchaser
provides such written notice, the Title Company shall return the Earnest Money to Purchaser within
five (5) days, and thereafter all parties hereto or mentioned herein shall be released and relieved
of further obligations, liabilities or claims hereunder. In the event Purchaser does not provide
such timely written notice, and this agreement is terminated the Earnest Money shall be
non-refundable and shall be released to the Seller by the Title Company on request of the Seller.



V-A.

CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE




     5A.01 Board Approval. Seller shall have ten (10) days following execution of this
Agreement to submit the Agreement to its Board of Directors for approval. In the event that the
Board of Directors does not approve this Agreement, this Agreement shall terminate, the Seller
shall instruct the Escrow Agent to return the Deposit moneys to the Purchaser and neither party
shall have any further obligation to the other.



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VI.

SELLER’S REPRESENTATIONS AND WARRANTIES




     6.01 Seller’s Representation and Warranties. Seller hereby represents and warrants as
of the Effective Date and as of the Closing that:




(a) There is no action, suit, proceeding or claim affecting the Project or any portion
thereof nor affecting Seller and relating to the ownership, operation, use or occupancy of
the project pending or being prosecuted in any court of by or before any federal, state,
county, or municipal department, commission, board, bureau, or agency or other governmental
entity nor, to the knowledge of Seller, is any such action suit, proceeding or claim
threatened or asserted. No proceeding is pending or presently being prosecuted for the
reduction of the assessed valuation of taxes or other assessments payable in respect of any
portion of the Project;




(b) Seller has not received any written notice or request from any insurance company or
board of fire underwriters (or any organization exercising functions similar thereto)
requesting the performance of any work or alterations in respect of the Project.




(c) Seller is a Nevada corporation duly organized and validly existing under the laws
of the State of Nevada and has all requisite power and authority to carry on its business as
it has been operated until the Closing.




(d) Seller covenants and agrees to operate the Project in the same manner as it has
been operated until Closing. From the Effective Date until Closing, Seller will maintain an
inventory of linens and soft goods necessary to operate Project in its usual two and half
times and customary manor.




(e) During the Term of this Agreement, Seller shall fully perform and observe all
requirements of existing contracts and agreements affecting the Project




(f) Seller is not a foreign person or entity pursuant to the Foreign Investment in Real
Property Tax Act, or the Tax reform act of 1984, and Purchaser is not obligated to withhold
portions of the Purchase Price for the benefit of the Internal Revenue Service



VII.

PURCHASER’S REPRESENTATIONS AND WARRANTIES




     7.01 Purchaser’s Representation and Warranties. Purchaser hereby represents and
warrants as of the Effective Date and as of the Closing that:




(a) Purchaser is a California corporation.




(b) Purchaser has full power and authority (including full corporate power and authority) to
execute and deliver this Agreement and to perform its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance
with its terms and conditions.



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(c) Neither the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
governmental body to which Purchaser is subject or any provision of its charter or bylaws.




(d) Purchaser has no liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this Agreement for which
Seller could become liable or obligated. Purchaser hereby indemnifies and holds harmless
Seller, its affiliated entities, its shareholders, officers, directors, employees and agents
from any claim, demand or judgment for the payment of a broker’s fee or commission.




(e) Purchaser has sufficient funds presently available, individually and/or with committed
loan funds, to fulfill the financial obligations of this Agreement and will have such funds
available at the Closing.




(f) Purchaser will have conducted its own due diligence review and investigation and does
not rely on any statement, record or document provided by Seller pertaining to the condition
or title to the Real Property or to the business or operation of the HIE.



VIII.

REMEDIES




     8.01 Purchaser’s Remedies. In the event that Seller fails or refuses to timely
comply with its obligations hereunder or is unable to do so as the result of its willful act or
failure to act, Purchaser may:




	 	(a)	 	Waive prior to or at the Closing, as applicable, the applicable objection or
condition and proceed to close the transaction contemplated hereby in accordance with
the remaining terms hereof, or
	 
	 	(b)	 	Enforce specific performance if Purchaser has waived all objections and/or
defaults.





     8.02 Seller’s Remedies. If Purchaser wrongfully fails to perform Purchaser’s
obligations pursuant to this Agreement, Seller may terminate this Agreement and be entitled to
receive the proceeds of the Earnest Money as liquidated damages and not as penalty in full
satisfaction of Seller’s claim (including attorney’s fees) against Purchaser or any other party
hereunder or pursuant hereto or in connection herewith. Seller and Purchaser agree that the amount
of the earnest money is a fair estimate of those damages to which the parties have agreed in a
sincere effort to make the damages certain.



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IX.

CLOSING




     9.01 Closing. Provided that all of the conditions of this agreement shall have been
satisfied prior to or at the Closing, this transaction shall close at the offices of Stewart Title
of Northern Nevada, 5355 Kietzke Lane, Suite 102, Reno, Nevada 89511or such other location as is
mutually agreed upon by the parties on a date no later than ninety (90) days following the
Effective Date or such earlier date as may be agreed to by Seller and Purchaser by not less than
five (5) days advance notice to Seller.



     9.02 Closing Matters. At the Closing,



     9.02.1 Seller shall (at Seller’s sole cost and expense) (a) execute and deliver to Purchaser a
Warranty Deed conveying to Purchaser good and indefeasible in fee simple absolute title to the Real
Property, subject only to Permitted Exceptions; (b) execute and deliver to Purchaser a Bill of Sale
conveying to Purchaser all of the Personal Property and incidental rights described in Article I;
(c) execute and deliver to Purchaser a certificate signed by Seller that the representations and
warranties contained in this Agreement are true and correct as of the Closing; (d) execute and
deliver to Purchaser an assignment of the service contracts, warranties, licenses, permits and
rights described in Article I; (e) deliver to Purchaser such evidence of authority to close this
Agreement as Purchaser reasonably requests; (f) execute and deliver the affidavit in form and
substance satisfactory to Purchaser that Seller is not a foreign person or entity subject to the
Foreign Investment in Real Property Tax Act or the Tax Reform Act of 1984; (g) deliver and all
other items contemplated by the terms of this Agreement.



     9.02.2 Purchaser shall deliver the following: (a) the Purchase Price in immediately available
funds in accordance with Section 2.01 above; (b) such evidence of authority to close this Agreement
as Seller reasonably requests; (c) a Deed of Trust securing any third party financing, and (d) such
other documents as Seller reasonably requests, including evidence of authority to close this
Agreement.



     9.02.3 Both Parties shall execute and deliver to each other the following: (a) a Joint
Marketing Agreement in the form attached hereto as Exhibit A,



     9.03 Closing Costs. Purchaser and Seller shall equally pay any escrow fee charged by
the Title Company. Seller shall pay its share of the pro-rations described below. Purchaser shall
pay (i) seller shall pay all costs for the Commitment and the Owner’s Title Policy; (ii) Buyer
shall pay the cost of the UCC searches; (iii) The seller shall pay the cost of the Tax
Certificates; (iv) Buyer shall pay the cost of recording the Deed and Purchaser’s Deed of Trust,
(v) the premium for the Mortgagee’s Policy of title insurance and (vi) its proportionate share of
the pro-rations described below. Each party shall be responsible for the payment of its own
attorney’s fees incurred in connection with this agreement and all other expenses which each party
may incur. Additionally, any expenses, charges and fees of closing, not specifically allocated
herein or incurred by a specific party, shall be borne by the parties in accordance with the
general custom where the land is located, or, if no such custom exists, shall be borne equally
between the parties.



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     9.03.1 Pro-rations. Pro-rations shall be made as follows:




(a) Real and personal property ad valorem taxes shall be prorated as of the Closing,
based upon actual days involved. Seller shall be responsible for all ad valorem
taxes for any period prior to the closing. Purchaser shall receive credit on the
amount of the cash payments to be made by purchaser pursuant hereto for the
pro-rated amount thereof chargeable to Seller. In connection with the pro-ration of
both real and personal property ad valorem taxes, if actual tax figures for the year
of closing are not available at the closing, an estimated, tentative pro-ration of
taxes shall be made using tax figures for the preceding year; however, when actual
taxes for the year of closing are available, a corrected pro-ration shall be made.
If such taxes for the year of Closing increase over those for the preceding year,
Seller shall pay to Purchaser a pro rata portion of such increase, computed to the
closing, and conversely, if such taxes for the year of closing decrease from those
of the preceding year, Purchaser shall pay to Seller a pro rata portion of such
decrease, computed to the closing, any such payment to be made within ten (10) days
after notification by either party that such adjustment is necessary. Seller shall,
on or before the Closing, furnish to purchaser and the Title Company all information
necessary to compute the pro-rations provided for in this Section. Seller shall pay
all special taxes or assessments to the date of Closing.




(b) Seller shall be entitled to all room rentals for rooms rented
for periods commencing prior to 6:00 a.m. on the date of the Closing. Seller
shall be responsible for paying all employees up to and including the date of
closing, including any accrued vacation pay.




(c) Final meter readings on all utilities charged to the project shall be made as of
the day preceding the closing. Seller shall arrange for and pay for final billings
on utilities down to the day preceding closing; and Purchaser shall be responsible
for utilities used on or after the date of closing.




(d) Purchaser shall be responsible for the payments of all operating expenses of the
project attributable to periods commencing on or after Closing, and Seller shall be
responsible for the payment of all operation expenses of the Project incurred for
all prior periods, including, but not limited to HIE fees and royalties,
Hotel/Motel taxes, wages, vacation pay, severance pay, fringe benefits and payroll
taxes. An adjustment will be agreed upon and made at Closing for pre-paid expenses.




(e) To the extent possible, the amount of any adjustment described
in this section shall be estimated and paid at the closing, based upon the best
information available to Purchaser and Seller at the time, and shall be
adjusted as soon thereafter as may be determined with reasonable certainty.



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X.

MISCELLANEOUS




     10.01 Gaming Limitation. Purchaser agrees that it will not conduct nor permit the
conduct of gaming on its premises. This obligation is continuing and this paragraph shall survive
the termination of this Agreement and shall not merge into the Deed or otherwise be limited or
terminated at Closing.



     10.02 Escrow Instructions. In the event either party hereto becomes entitled to the
Earnest money as liquidated damages, or upon termination of this agreement in accordance with its
terms, Purchaser and Seller covenant and agree to deliver a letter of instruction to the title
Company directing the disbursement of the Earnest Money to the Party entitled thereto. In the
event either party hereto fails or refuses to sign or deliver such an instruction letter when the
other party is entitled to a disbursement of the earnest Money, than the party so failing or
refusing to sign or deliver such letter shall pay, upon the final order of a court with appropriate
jurisdiction stating that such other party is entitled to a disbursement of the Earnest Money, all
reasonable attorney’s fees and court cost incurred by the party so entitled to the Earnest Money in
connection with it’s recovery thereof.



     10.03 Integration: Modification. This agreement constitutes the entire and final
expression of the agreement of the parties hereto and supersedes all previous agreements and
understanding of the parties, either oral or written. There are no other agreements, oral or
written, between parties regarding the Project, and this agreement can only be amended by written
agreement signed by the parties hereto and by reference made a part hereof.



     10.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit
of Seller and Purchaser, and their respective heirs, personal representative, successors and
assigns.



     10.05 Notice. Any notice, communication, request, demand, reply or advice (severally
and collectively referred to as “Notice”) in this agreement required or permitted to be given, made
or accepted must be in writing. Notice may, unless otherwise provided herein, be given or served
(a) by depositing the same in the United States Mail, postage paid, registered or certified, and
addressed to the party to be notified, with return receipt requested, (b) by delivering the same to
such party, or an agent of such party, or (c) when appropriate, by telegram or wire addressed to
the party to be notified. Notice deposited in the mail in the manner herein above described shall
be effective from and after the expiration of three (3) days after such deposit. Notice given in
any other manner shall be effective only if and when received by the party to be notified. For the
purpose of notice, the addresses of the parties shall, until changed as provide below, be as
follows:



Seller:



Stockman’s Casino

c/o Full House Resorts, Inc.

4670 So. Fort Apache Road, Suite 190

Las Vegas, Nevada 89147




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Purchaser:



Dhillon Hospitality Management Inc.

3309 Vancouver Drive,

Modesto, California 95355




Broker:



Alan D. Brock

Alan Brock & Associates, Inc.

1452 Hughes Road, Suite 200

Grapevine, Texas 76051




     The parties hereto shall have the right from time to time to change their respective
addresses, and each shall have the right to specify as its address any other address with in the
United States of America, by written notice to the other party.



     10.06. Brokerage Commissions. Upon the closing of this agreement and the payment of
the purchase price, Seller shall pay to Alan Brock and Associates, Inc. a commission of three
percent (3%) of the purchase price less the allowance for Property Improvement Plan payments not to
exceed $250,000 in consideration of the broker’s services rendered in connection with this
transaction. Alan Brock and Associates, Inc. represent the Seller only in this transaction.
Purchaser hereby acknowledges that Broker has advised Purchaser by this writing to obtain a policy
of Title Insurance and/or have title examined by a qualified attorney. Purchaser represents and
warrants that it has dealt with no other real estate broker and has incurred no obligation to pay a
commission to any other person or entity in connection with the transaction contemplated hereby.



     10.07. Damage to Project. Should the Project be damaged by fire or other casualty
prior to the Closing so the same cannot be fully restored within one (1) month thereafter, then
purchaser shall have the option within fifteen (15) days of being notified of such casualty to
terminate this Agreement, in which event neither party shall be liable to the other and the Earnest
Money shall be returned to the Purchaser. If Purchaser fails to exercise such option, or if the
damage is such that the project can be fully restored within one (1) month, the purchase and sale
shall be consummated.



     10.08. Time. Time is of the essence in all things pertaining to the performance of
this Agreement.



     10.09. Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein
shall not deemed terminated at the time of the Closing, nor shall they merge into the various
documents executed and delivered at the time of the Closing.



     10.10. Applicable Law; Venue. The laws of the State of Nevada shall govern the
construction, enforcement, interpretation and validity of this Agreement. The obligations of the
parties are performable and venue for any legal action arising out of this Agreement shall lie in
Churchill County, Nevada.



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     10.11. Headings; Construction. The headings which have been used throughout this
Agreement have been inserted for convenience of reference only and do not constitute matter to be
construed in interpreting this Agreement. Words of any gender used in this Agreement shall be held
and construed to include any other gender and words in the singular number shall be held to include
the plural, and vice versa, unless the context requires otherwise. The words “herein”, “hereof”,
“hereunder” and other similar compounds of the work “here” when used in this Agreement shall refer
to the entire Agreement and not any particular provision or section. If the last day of any time
period stated herein shall fall on a Saturday, Sunday, legal or banking holiday, then the duration
of such time period shall be extended so that it shall land on the next succeeding day which is not
a Saturday, Sunday, legal or banking holiday.



     10.12. Invalid Provisions. If any one or more of the provisions of this Agreement, or
the applicability of any such provision to a specific situation, shall be held invalid or
unenforceable, such provision shall be modified to the minimum extent necessary to make it or its
application valid and enforceable, and the validity and enforceability of all other provisions of
this Agreement and all other applications of any such provision shall not be affected thereby.



     10.13. Counterpart Execution. This Agreement may be executed in several counterparts,
including facsimile copies, each of which shall be fully executed as an original and all of which
together shall constitute one and the same instrument.



     10.14. Further Acts. In addition to the acts recited in this Agreement to be
performed by Seller and Purchaser, Seller and Purchaser agree to perform or cause to be performed
at the Closing or after the Closing any and all such further acts as may be reasonable necessary to
consummate the transactions contemplated hereby.



     10.15. Tax Deferred Exchanges. Purchaser’s and Seller’s interest in this Agreement
may be assigned to a Qualified Intermediary as provided in IRC Regulation 1.1031 in order to
facilitate a tax deferred exchange. All costs and expenses incurred by reason of any such exchange
shall be borne by the exercising party.



     10.16. Effective Date. The effective date (“Effective Date”) of this Agreement shall
be the date this Agreement is executed by both Seller and Purchaser.



     10.17. Confidentiality. Purchaser hereby agrees that the terms of this Agreement will
not be disclosed or discussed with any third parties, including but not limited to,employees
working at the hotel.



     10.18. Expenses. Except as specifically set forth in this Agreement, each party shall
bear its own expenses in the performance of this Agreement and Closing.



     IN WITNESS WHEREOF, this agreement has been duly executed in multiple counterparts (each of
which is to be deemed an original for all purposes) by the parties thereto on the respective dates
appearing opposite each party’s signature.



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	 	SELLER:

 	 
	 	By:  	/s/ Mark J. Miller
 	 
	 	 	Name:  	Mark J. Miller 	 
	 	 	Title:	CFO 	 
	 



Date: 10/1/07




	 	 	 	 	 
	 	PURCHASER:

 	 
	 	By:  	/s/ Rupinder Dhillon
 	 
	 	 	Name:  	Rupinder Dhillon 	 
	 	 	Title:	   President 	 
	 



Date: 9/28/07




ESCROW INSTRUCTIONS





	 	1.	 	Title Company acknowledges receipt of the deposit of $75,000 in escrow to be held
without interest.
	 
	 	2.	 	The Deposit is to be returned to Purchaser only in the event the written notice
provided by Section 5.05 is received and verified by Seller.
	 
	 	3.	 	Otherwise the Deposit shall be released to Seller upon its written request.
	 
	 	4.	 	All other funds received into escrow are to be distributed in accordance with Closing
Instructions to be provided.




 Margie Roma FBO Stewart Title, acknowledged receipt of this Agreement of Sale
and Purchase and agrees to be bound by the terms of this Agreement this  2nd day
of October, 2007,




	 	 	 	 	 
	 	STEWART TITLE COMPANY

 	 
	 	By:  	/s/ Margie Roma
 	 
	 	 	Name:  	Margie Roma 	 
	 	 	Title: 	   Sr. Escrow Officer 	 
	 



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Exhibit A

Joint Marketing Agreement




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Joint Marketing Agreement





     THIS AGREEMENT (The “Agreement”) is made as of the Effective Date as defined herein by and
between Stockman’s Casino, a Nevada corporation (“Stockman’s”) and Dhillon Hospitality Management
Inc. of 3309 Vancouver Drive, Modesto, California 95355, or its assigns (“Dhillon”). In
consideration of the agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as
follows:




	1.	 	In conjunction with the execution of this Agreement, Stockman’s has sold to Dhillon and
Dhillon has purchased from Stockman’s the Holiday Inn Express (“HIE”) located in Fallon,
Nevada.
	 
	2.	 	The Parties hereto understand and agree that it is in their mutual best interest to jointly
market and advertise their respective businesses and operations.
	 
	3.	 	Provided there is no objection from IHG, Dhillon hereby agrees to place in the appropriate
location in the hotel the following which shall be prepared at Stockman’s expense:






	 	A.	 	In room directory having Stockman’s menus and casino info
	 
	 	B.	 	Tent cards in rooms with games and restaurant info
	 
	 	C.	 	Casino and restaurant posters in elevators.






	4.	 	Dhillon hereby agrees to provide a discount of 10%-25% depending on the season and allow:






	 	A.	 	Distribution of promotional and discount coupons at check in

	 
	 	B.	 	Soft season room rate promo’s mailed to Stockman’s data base
	 
	 	C.	 	Stockman’s to use the first floor meeting room when not otherwise in use or
occupied at no cost, except a $20 per day cleaning fee.
	 
	 	D.	 	Stockman’s its most preferred or “favored customer” discount to Stockman’s for
Stockman’s use of any hotel amenity, including pool and patio for parties, guest room
rental and meeting room rental.






	5.	 	Stockman’s agrees to allow Dhillon use of the HIE sign as currently mounted on the large
reader board sign on W. Williams Avenue and the small sign on the corner of the property. The
parties agree to share in the cost of maintenance of the signs in proportion to the square
footage of usage of the sign. Dhillon shall assume the cost for any changes to the physical
HIE sign made by Dhillon or made or required by IHG or any Holiday Inn company. In the event
that IHG or any Holiday Inn company shall require Dhillon to place a sign at a location other
than the large reader board sign on W. Williams Avenue, Stockman’s shall provide Dhillon with
a mutually agreeable location on the property of Stockman’s for the placement of the sign,
which Dhillon shall bear the sole and exclusive obligation and expense to acquire, install,
maintain and provide utility service.




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	6.	 	The parties agree to allow food and beverage service from Stockman’s Casino to be charged to
registered hotel guest accounts and that such charges will be settled and paid by Dhillon to
Stockman’s weekly after the close of the guest account.
	 
	7.	 	The parties agree to meet and negotiate in good faith any other joint marketing or
advertising effort, for example roadside billboards and including the agreed upon sharing of
the expense therefore.
	 
	8.	 	Nothing in this agreement or otherwise shall limit or restrict each party from marketing or
advertising their individual business or operation provided that neither party shall disparage
or call into disrepute the business of the other party.
	 
	9.	 	In consideration of the promises and obligations of Stockman’s, Dhillon agrees that he will
not conduct and will not permit the conduct of gaming on the premises during the Term of this
Agreement. This provision shall survive the termination of this Agreement and be in effect for
a total of 25 years.
	 
	10.	 	The Effective Date of this Agreement shall be the Date of Closing of the Purchase and Sale
Agreement related to the HIE of the parties.
	 
	11.	 	This Agreement shall terminate on the earlier of:






	 	A.	 	The date which is Five (5) years following the Effective Date;
	 
	 	B.	 	The date of any transfer of the entire ownership of either Stockman’s or the
HIE.






If this Agreement is terminated after 5 years, both parties agree to negotiate in good faith
a new mutually acceptable Joint Marketing Agreement.




	12.	 	This Agreement is not assignable or transferable but shall inure to the benefit of and be
binding on the person or entity who is Grantee on the Deed of land conveyance on the Date of
Closing (as that term is used in the Purchase and Sale Agreement).
	 
	13.	 	This agreement constitutes the entire and final expression of the agreement of the parties
hereto and supersedes all previous agreements and understanding of the parties, either oral or
written. There are no other agreements, oral or written, between parties regarding the
Project, and this agreement can only be amended by written agreement signed by the parties
hereto and by reference made a part hereof.
	 
	14.	 	The laws of the State of Nevada shall govern the construction, enforcement, interpretation
and validity of this Agreement. The obligations of the parties are performable and venue for
any legal action arising out of this Agreement shall lie in Churchill County, Nevada.
	 
	15.	 	Words of any gender used in this Agreement shall be held and construed to include any other
gender and words in the singular number shall be held to include the plural, and vice versa,
unless the context requires otherwise. The words “herein”, “hereof”, “hereunder” and other
similar compounds of the work “here” when used in this




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	 	 	Agreement shall refer to the entire Agreement and not any particular provision or section.
If the last day of any time period stated herein shall fall on a Saturday, Sunday, legal or
banking holiday, then the duration of such time period shall be extended so that it shall
land on the next succeeding day which is not a Saturday, Sunday, legal or banking holiday.
	 
	16.	 	If any one or more of the provisions of this Agreement, or the applicability of any such
provision to a specific situation, shall be held invalid or unenforceable, such provision
shall be modified to the minimum extent necessary to make it or its application valid and
enforceable, and the validity and enforceability of all other provisions of this Agreement and
all other applications of any such provision shall not be affected thereby.
	 
	17.	 	This Agreement may be executed in several counterparts, including facsimile copies, each of
which shall be fully executed as an original and all of which together shall constitute one
and the same instrument.





     IN WITNESS WHEREOF, the Parties hereto execute this Agreement as their authorized act on the
date first set forth above.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	STOCKMAN’S CASINO	 	 	 	DHILLON HOSPITALITY MANAGEMENT INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By	 	/s/ Mark J. Miller	 	 	 	By	 	/s/ Rupinder Dhillon
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Mark J. Miller
	 	 	 	 	 	Name:
	 	Rupinder Dhillon
	 

	 	Title:
	 	CFO
	 	 	 	 	 	Title:
	 	President







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