ASSET PURCHASE AND TRANSITION AGREEMENT

Exhibit 10.2

Execution Copy 06/27/2011

ASSET PURCHASE AND TRANSITION AGREEMENT

This Asset Purchase and Transition Agreement (“Agreement”) is made and entered into on this 28^th day of June, 2011 (“Effective Date”), by and between HCC CORPORATION, a Nevada corporation (“Seller”), doing business as GRAND LODGE CASINO (“the Casino”), Seller and GAMING ENTERTAINMENT (NEVADA), LLC a Nevada Limited Liability Company, (“Buyer”). Collectively, Seller and Buyer are sometimes referred to herein as the “Parties.”

RECITALS:

A. The Seller owns all of the assets, tangibles, intangibles, going business, inventory, liabilities, name and goodwill of the Casino, located at the Hyatt Regency Lake Tahoe Resort, Spa and Casino, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, operating a casino business (the Business”).

B. The Buyer desires to purchase and the Seller desires to sell certain of the assets used in connection with the operation of the Business, as hereafter described (the “Assets”), and to assume certain liabilities incurred in connection with the operation of the Business (“Assumed Liabilities”) and following Closing, Buyer desires to operate the Business.

C. In addition, Buyer agrees to certain specific matters regarding the employees of

Seller at the Casino all as more fully set forth herein.

D. The purpose of this Agreement is to set out the mutual covenants, representations, warranties and promises of the Parties in connection with the Buyer’s acquisition of the Assets of the Business.

E. In consideration of the foregoing facts and the mutual covenants, representations and warranties contained herein, and with the intention of being legally bound hereby, the Parties hereto agree as follows:

ARTICLE I
PURCHASE OF PRIMARY ASSETS

1.1 Sale of Primary Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell and Buyer agrees to purchase:

1.1.1 The gaming and other tangible personal property described in the appraisal, attached hereto as Schedule A, plus such other tangible personal property which may be or, in accordance with the terms of this Agreement, have been acquired after the date of the appraisal to the extent the same is used in the business, and less any such property as may have been disposed of, by the Casino prior to the Closing. The price of such assets shall be the values as itemized on Schedule A, plus the actual cost of any additions, and less the value as listed on Schedule A of any deletions.

1.1.2 Gaming inventories, including, without limitation, inventories of cards, dice and gaming equipment parts described on Schedule B attached hereto, plus such other inventories as may hereafter have been acquired, and less any such inventory as may have been disposed of, in the ordinary course of Casino business, prior to Closing. The purchase price for these inventories shall be the amounts indicated on Schedule B, plus the actual cost of any additions and deletions.

1.1.3 Operating supplies, including, without limitation, office supplies and equipment, and other miscellaneous supplies located on the premises, provided that any equipment or supplies with a value of $100.00 or greater is scheduled on Schedule E, attached hereto. The price for the operating supplies shall be Seven Thousand Five Hundred Dollars ($7,500.00).

1.1.4 Copyrights, trade names, trademarks, domain names, customer lists, good will and other related intangible assets relating to the Business (excluding the corporate names of Seller), and specifically including the names “Grand Lodge Casino” and “Player Advantage Club”, all internet domain names and URLs related thereto, and all rights in and to those names, including but not limited to the intellectual property set forth on Schedule C. The purchase price for these assets shall be One Dollar ($1.00). The trademarks GRAND LODGE CASINO and PLAYER ADVANTAGE CLUB, and the respective Federal Trademark Registration Nos 3,760,969 and 2,639239, are owned by the Seller. Additionally, Seller shall transfer to Buyer the domain name <▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇> which Seller’s marketing company Mosac Marketing Group, Inc. (“Mosac”) has transferred to Seller.

1.1.5 Subject to Section 7.4, all assignable rights and obligations under any written or oral contracts, agreements, leases, instruments, or other documents or commitments, arrangements, undertakings, practices or authorizations related to the Primary Assets or the operations of the Business (collectively the “Contracts);

1.1.6 All documents and books and records related to the Primary Assets or the operations of the Business, including, without limitation, customer, supplier, mailing and player lists, and casino files relating to the Business; and

1.1.7 All other intangible property owned or leased by Seller required for the operation of the Business, including, without limitation, goodwill, operating and training manuals, federal, state, and local certifications and other permits (to the extent assignable), manuals and plans relating to the Business or its operations, and other documents relating to the operation of the Primary Assets, (together with the assets described in Sections 1.1.5 and 1.1.6, the “Intangibles”);

1.2 Aggregate Purchase for Primary Assets.

The aggregate purchase price for the primary assets shall be the sum of the amounts reflected in Sections 1.1.1 through 1.1.7 above, and shall be payable, plus or minus the settlement amount referred to in Section 2.4, by wire transfer at Closing to an account specified by Seller and identified by Buyer at least five (5) days prior to Closing.

1.3 Closing. The Closing shall take place at a mutually convenient location within Nevada on a date to be agreed which is shall be no later than 15 days following the grant of a gaming license to the Buyer by the Nevada Gaming Commission. This Agreement is specifically conditioned upon (a) the Buyer obtaining a non-restricted gaming license to operate the assets being transferred and (b) Buyer entering into a Lease for the Premises in which the assets are operated with Hyatt Equities LLC and Buyer shall have no obligation hereunder unless and until such gaming license is issued and effective. Either Party shall have the right to terminate this Agreement, at any time (i) on or after September 1, 2011, in the event the above referred to Lease has not been executed on or before said date, or (ii) on or after November 1, 2011, in the event the above referred to gaming license shall not have been obtained on or before said date.

ARTICLE 2
TREATMENT OF CERTAIN CURRENT ASSETS
AND
ASSUMPTION OF CERTAIN CURRENT LIABILITIES

2.1 Current Assets. Seller shall transfer to Buyer the following current assets: “cash on premises”, prepaid equipment rentals and other transferrable prepaid items, and casino markers in the Seller’s possession at the date of Closing. For purposes hereof, “cash on premises” shall mean all Seller owned currency located in the Casino at the Closing and shall include, without limitation, cage cash and cash in drop boxes, ▇▇▇▇ validators and ticket redemption kiosks.

2.2 Current Liabilities. At Closing, Buyer shall assume the following liabilities: outstanding chip/TITO ticket liabilities, progressive jackpot liabilities, and Player Club points. Buyer shall notify Seller at least thirty (30) days prior to Closing of the extent to which Buyer will assume any accrued vacation pay for Casino employees hired by Buyer, however, such election by Buyer may be made only in respect to all former Seller employees hired by Buyer and not any lesser number of such employees.

2.3 The value of the current assets and current liabilities described above shall be valued at their actual amounts as of the Closing Date with the following adjustments.

2.3.1 Prior to the Closing, Seller and Buyer shall agree to an allowance for uncollectible markers and the method of calculating such allowance.

2.3.2 The amount for progressive jackpots will be included only for the amount in excess of the seed money, although the liability to be assumed will be the entire liability, provided however that in the computation of the purchase price, Buyer will pay an amount equal to seventy-five percent (75%) of the seed money.

2.4 Settlement at Closing. A preliminary amount for the current assets and current liabilities described in this Article will be agreed upon between Seller and Buyer prior to the Closing. If current assets exceed current liabilities, Buyer shall pay to Seller such additional amount at Closing. If current liabilities exceed current assets as described in this Article, Seller shall pay that amount in cash to Buyer or issue a credit to Buyer at closing.

2.5 Post Closing Adjustment. Within sixty (60) days of Closing, the Parties shall agree on any adjustments necessary to the current assets and current liabilities described in this Article, and settlement of any adjustments shall be made in cash at that time. Such post-closing adjustment shall be final and binding on the Parties.

ARTICLE 3
ADDITIONAL RIGHTS ASSIGNED TO BUYER

3.1 At the Closing, Seller shall assign to Buyer the trademark and trade name rights as described on Schedule C and the equipment leases and contracts described on Schedule D. Buyer shall have the responsibility for obtaining any and all consents necessary to assign such leases and contracts, which Buyer shall obtain prior to Closing. Seller agrees to cooperate with Buyer to accomplish such assignments.

3.2 Seller shall retain and are not transferring any insurance policies or other deposits not specifically described herein, and reserve all rights with respect to those items.

3.3 Seller shall be responsible for any accrued payroll liabilities to employees through the Closing date, except to the extent specifically assumed by Buyer hereunder.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SELLER

As an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller represents and warrants to the Buyer that at the time of entering into this Agreement and as of the Closing Date, the following representations and warranties, which shall survive Closing for the period provided herein, are true and accurate:

4.1 Organization and Standing. Seller is a Nevada corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada. Seller is duly licensed and qualified to do business in the State of Nevada and to carry on the Business in the State of Nevada

4.2 Ownership of Assets and Operation of Business. That Seller has good title to the Assets, and has the right to sell, assign and transfer the same free and clear of all liens, pledges and encumbrances of any kind. There are no outstanding options or other agreements obligating the Seller to convey or encumber the Assets of the Business.

4.3 Authority. The Seller represents and warrants that it has full legal power, capacity and authority to execute and deliver this Agreement and Schedules hereto, and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding Agreement of Seller, enforceable in accordance with its terms. The person or persons executing this Agreement and any document provided pursuant to this Agreement or at Closing by or on behalf of Seller is duly authorized and empowered to execute such document on behalf of Seller and to bind Seller to such action. The entry into and performance of this Agreement will not violate any understanding, agreement, commitment of Seller or any law, rule, regulation, ordinance, code or statute to which Seller are subject or obligated. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated by this Agreement are not contrary to the Articles of Incorporation or Bylaws of Seller. The execution, delivery or performance of this Agreement by Seller and the consummation of the transactions contemplated by this Agreement will not (a) with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, contract, agreement or other restriction to which Seller is a party or to which any of Primary Assets is subject, (b) result in the creation of any lien or other charge on any of the Primary Assets, (c) result in an acceleration or termination of any note, loan or security agreement or similar agreement or instrument to which Seller is a party or by which any of Primary Assets are bound, or (d) result in a violation of any order, judgment, decree, rule, regulation or law applicable to Seller.

4.4 Good and Marketable Title to Assets. Buyer shall acquire good title to, and all right, title and interest in, the Assets, free and clear of all claims, charges, liens and encumbrances.

4.5 Liabilities. Except as expressly provided in this Agreement, Seller represent and warrant that Buyer will not be responsible for any obligation of Seller incurred prior to Closing.

4.6 Tangible Personal Property. Schedule A contains a true and complete list of all tangible personal property sold hereby as of the date or dates set forth in Schedule A, and Seller represent that all of the personal property used in connection with the operation of the Business Assets and inventory are sold AS-IS. Seller shall deliver a supplement to Schedule A, showing additions or deletion since those dates not later than five (5) days prior to the Closing, and such supplement shall, upon delivery to Buyer, be deemed included in the representations and warranties contained in this Section 4.6. Seller makes no warranties as to the condition of the Assets and inventory, except that Seller represents and warrants that the Assets are free and clear of any liens and encumbrances, and that Seller will convey good title to the Assets (including all inventory) to Buyer at Closing. Buyer is responsible for inspecting the Assets. Buyer understands that it is purchasing all of the inventory.

4.7 Employees. As previously disclosed to Buyer, Seller has entered into certain employment agreements, consulting agreements and severance agreements with current and former employees of Seller. Buyer assumes no responsibility or liability with respect thereto.

4.8 Employee Benefits. Seller maintain various employee benefit plans pursuant to which Seller provided benefits or compensation to or on behalf of employees or former employees of Seller, whether or not written. Buyer assumes no responsibility or liability for any plans.

4.9 Litigation. There is no (i) action, suit claim, proceeding or investigation pending or to the best knowledge of Seller, threatened against Seller at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding pending relating to the Business, or (iii) governmental inquiry pending. The Business is not in default with respect to any order, writ, injunction or decree served upon it from any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Business pending against others.

4.10 Broker. Seller has not engaged a Broker and is not responsible for any payment to any finder, broker or consultant in connection with the transactions contemplated by this Agreement.

4.11 Disclosure. All documents prepared by Seller or the Business in connection with this Agreement and the transactions contemplated hereby, including but not limited to all financial statements, are materially correct.

4.11.1 Omission. To the best of their knowledge, neither this Agreement nor any schedules or exhibits hereto contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.

ARTICLE 5
ADDITIONAL OBLIGATIONS OF THE SELLER

The Seller further promise, covenant and agree as follows:

5.1 Transfer of Assets. That the Seller shall give full, complete and actual possession of the Assets to the Buyer on the Closing Date.

5.2 Limitations of Seller. That from the date of this Agreement to the Closing Date, the Seller shall:

5.2.1 Not transfer, convey, lease, mortgage, refinance or otherwise encumber any of the Assets;

5.2.2 Fully cooperate with all reasonable requests of the Buyer to accomplish the transfer and assignment of all assignable licenses and permits;

5.2.3 Exercise commercially reasonable efforts to have current suppliers continue with Buyer on same terms and conditions. Seller shall furnish a list of all the currently active suppliers to the Business and contain the terms of the arrangements with them; and

5.2.4 Pay in full through and including Closing all taxes required to be paid by the Seller or the Business, and all accrued employee payroll through the Closing, except to the extent as specifically assumed by Buyer hereunder.

5.2.5 Continue the business of Seller in substantially the method, manner and fashion is has been conducted and make no material changes to the business or its operations, except for (i) drawdowns in the amount of cash on premises, and (ii) additions to or deletions of Assets in accordance with the provisions of this Agreement.

5.2.6 Arrange for and execute any and all consents to assign or transfer any contracts being assigned to or assumed by Buyer.

5.2.7 Not make any additions to or deletions of the Assets with a value in excess of $1,000.00 without the consent of Buyer, which consent, with respect to additions and deletions made in the ordinary course of the Business and on a basis consistent with prior practices, shall not be unreasonably withheld.

5.3 Closing Deliveries. That on the Closing Date, the Seller shall execute, if appropriate, and delivery to the Buyer:

5.3.1 A ▇▇▇▇ of Sale transferring and assigning the Assets to the Buyer;

5.3.2 Seller will execute any other instruments necessary or appropriate to transfer to the Buyer all of Seller’s right, title and interest in and to the Assets;

5.3.3 To the extent assignable, an assignment by the Seller to the Buyer of all licenses, permits and approvals from all governmental authorities necessary to enable the Buyer to manage and operate the Business and the Assets in the same manner that the Business and the Assets are now being managed and operated; and

5.3.4 Assignments of the items specified in Section 3.1 above.

5.4 Further Assurances. That the Seller will, at any time and from time to time after the Closing Date, upon the Buyer’s reasonable request, execute, acknowledge and deliver or will cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required for the better assigning, transferring, granting and confirming title of the assets to the Buyer, or to its successors and assigns.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF THE BUYER

As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer represents and warrants to the Seller as follows:

6.1 Power and Authority. The Buyer has the authority to execute, deliver and perform this Agreement. The documents to be executed and delivered by the Buyer have been duly executed and delivered by, and constitute the legal, valid and binding obligation of the Buyer and are enforceable against the Buyer in accordance with their terms. The person or persons executing this Agreement and any document provided pursuant to this Agreement or at Closing by or on behalf of Buyer is duly authorized and empowered to execute such document on behalf of Buyer and to bind Buyer to such action. The entry into and performance of this Agreement will not violate any understanding, agreement, commitment of Buyer or any law, rule, regulation, ordinance, code or statute to which Buyer is subject or obligated. The entry into and performance of this Agreement will not violate any understanding, agreement, commitment of Buyer or any law, rule, regulation, ordinance, code or statute to which Buyer is subject or obligated. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement are not contrary to the Articles of Formation or Operating Agreement of Buyer. The execution, delivery or performance of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement will not (a) with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, contract, agreement or other restriction to which Buyer is a party, (b) result in an acceleration or termination of any note, loan or security agreement or similar agreement or instrument to which Buyer is a party, or (c) result in a violation of any order, judgment, decree, rule, regulation or law applicable to Buyer.

6.2 Disclosure. All documents delivered or to be delivered by or on behalf of Buyer in connection with this Agreement and the transactions contemplated hereby are true, complete and correct. To the best of Buyer’s knowledge, this Agreement does not contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which made, not misleading.

6.3 Broker. Buyer represents that it has not engaged any broker or agent related to this transaction.

ARTICLE 7
ADDITIONAL OBLIGATIONS OF THE BUYER

The Buyer further promises, covenants and agrees as follows:

7.1 Cooperation. To fully cooperate with the Seller to insure that the transfer of possession takes place with the least possible disruption.

7.2 Lease. To use its best efforts to negotiate with the current landlord of the Casino’s premises a new lease for such premises. The successful negotiation of such lease shall be a condition precedent to Seller’s obligations to close hereunder.

7.3 Employment Generally; Worker Adjustment and Retraining Notification Act (“WARN Act”).

7.3.1 Seller currently employs approximately 150 full, part time, and seasonal employees at the Casino.

7.3.2 Buyer agrees to offer employment to at least seventy percent (70%) of Seller’s full-time employees for a period of not less than ninety (90) days following Closing, upon terms and conditions that will not constitute a “constructive discharge” within the meaning of the WARN Act, it being the express intention of the parties that Seller will have no requirement or obligation to give any notices which otherwise may be required pursuant to the terms of the WARN Act.

7.3.3 Seller’s agreement to consummate the transactions contemplated by this Agreement is in full reliance upon Buyer’s obligation to offer employment to a sufficient number of Seller’ employees at the Casino, to eliminate any requirement to give WARN Act notices to Seller’s employees.

7.4 Employment Contracts.

7.4.1 Buyer acknowledges that four (4) employees of Seller have existing employment agreement, which employment agreements have been provided to Buyer.

7.4.2 Seller and Buyer agree and understand that Buyer assumes no liability under or pursuant to any existing employment agreement which Seller has entered into with its employees. Seller shall not, and shall have no obligation to, assign said existing employment agreements to Buyer.

7.5 Further Assurances. On the Closing Date the Buyer shall execute, if appropriate, and deliver to the Seller such instruments, documents, assignments and assumptions of liability as may be reasonably necessary, in the Seller’s opinion, to affect a transfer of the Assets to the Buyer and the assumption of liability required to be assumed by Buyer hereunder..

7.6 Buyer shall assume the assumed liabilities only to the extent arising or accruing from and after the Closing Date, and Buyer shall have no duty or obligation whatsoever with respect to any duties or obligations of Seller arising or accruing before the Closing Date (all of which shall be the sole responsibility and liability of Seller).

7.7 From time to time following the Closing, Buyer shall grant to Seller, and to Seller’s representatives and agents, access to all books and records of the Business transferred to Buyer hereunder, and the right to make copies and extracts thereof, all at Seller’s sole expense,

For the purpose of enabling Seller to make any post-closing reports or filings it may be required to that it may desire to make including without limitation, tax returns and reports and reports to regulatory agencies. For that purpose, Buyer agrees to retain all such books and records for a period consistent with Seller’s records retention policies in place on the date hereof. In addition, Buyer agrees to make available to Seller the services of Seller’s current Controller to prepare or assist in preparing such reports and filings so long as said Controller remains in the employ of Buyer and provided her assistance can be made available without disruption to Buyer’s business. Seller agrees that it shall reimburse Buyer for a proportionate share of the Controller’s compensation and benefits and other related costs for the time during which she is rendering the services herein contemplated.

ARTICLE 8
COVENANTS AND AGREEMENTS

8.1 Cooperation. Each of the parties hereto shall use his, her or its commercially reasonable efforts and good faith to perform and fulfill all conditions and obligations to be fulfilled or performed hereunder.

8.2 Taxes. Seller shall be responsible for the payment of and will indemnify and hold the Buyer harmless against all taxes due or assessed which related to the operations of the business for all periods up to and including the Closing Date. Buyer shall be responsible for the payment of and will indemnify and hold the Seller harmless against all taxes due or assessed which relate to the operations of the business for all periods following the Closing Date.

ARTICLE 9
SURVIVAL; INDEMNIFICATION

9.1 Survival. The representations, warranties and indemnities set forth in or made pursuant to this Agreement shall remain operative and shall survive for a period of one (1) year from the Closing Date (“Survival Period”) and shall not be merged therein, regardless of any investigation by or on behalf of any party.

9.2 Indemnification by Seller. From and after Closing, Seller will indemnify and hold harmless Buyer and each of its respective affiliates, directors, officers, employees, attorneys, agents, representatives, successors and assigns in respect of any and all claims, losses, damages, liabilities, penalties, interest, costs and expenses (including reasonable attorneys’, accountants’ and consultants’ fees and expenses, including and such expenses incurred in connection with investigating, defending against or settling any such claims) (collectively, “Losses”) reasonably incurred by Buyer in connection with, or resulting from, any or all of the following:

9.2.1 Any breach of any representation or warranty made by Seller in this Agreement, to the extent Buyer has notified Seller in writing of any such purported breach within the Survival Period; and

9.2.2 Any breach in the performance of any covenant, agreement or obligation of Seller contained in this Agreement.

9.3 Indemnification by Buyer. From and after the Closing, Buyer will indemnify and hold harmless Seller and each of its respective affiliates, directors, officers, employees, attorneys, agents, representatives, successors and assigns in respect of any and all claims, losses, damages, liabilities (specifically including all liabilities for failure to give WARN Act notices), penalties, interest, costs and expenses (including reasonable attorneys’, accountants’ and consultants’ fees and expenses, including and such expenses incurred in connection with investigating, defending against or settling any such claims) (collectively, “Losses”) reasonably incurred by Seller in connection with, or resulting from, any or all of the following:

9.3.1 Any breach of any representation or warranty made by Buyers in this Agreement; and

9.3.2 Any breach in the performance of any covenant, agreement or obligation of Buyers contained in this Agreement to the extent Seller has notified Buyer of any purported breach within the Survival Period.

ARTICLE 10
MISCELLANEOUS

10.1 Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this document shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

10.2 Modifications. The terms and provisions of this Agreement may be modified or amended only by a written agreement executed by all parties signatory hereto.

10.3 Assignment. Neither this Agreement nor any right hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties; provided, however, that the Buyer may assign the rights under this Agreement including without limitation the right to receive the Assets to a corporation, partnership, limited liability company or other similar entity without the express written approval of the Seller. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

10.4 Termination. In the event that either party terminates this Agreement, written notice thereof shall forthwith be given to the other party or Parties, and the transactions contemplated hereby shall be terminated without further action by any party. If the transactions are terminated as provided herein:

(a) Buyer and Seller shall return all documents, copies and other material received from any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party from whom such documents, copies or materials were received;

(b) All confidential information received by Buyer and Seller with respect to Buyer or Seller or the Business shall be treated as confidential notwithstanding the termination of this Agreement; and

(c) This Agreement shall become void and of no further force and affect.

10.5 Notices. All notices, demands, requests, or other communications which may be or are required to be given or made by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered or delivered by overnight air courier and addressed or faxed as follows:

10.5.1 If to Seller:
		HCC CORPORATION,
		a Nevada corporation, d/b/a
		GRAND LODGE CASINO
		c/o HGMI Gaming, Inc.
		▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

		with a required copy to:
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
		▇▇▇▇▇▇▇▇, Melarkey, Knobel, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		▇▇▇▇, ▇▇ ▇▇▇▇▇
		Tel.: ▇▇▇-▇▇▇-▇▇▇▇
		Fax: ▇▇▇-▇▇▇-▇▇▇▇
10.5.2 If to Buyer:
		GAMING ENTERTAINMENT (NEVADA),
		A Nevada Limited Liability Company
		c/o FULL HOUSE RESORTS, INC
		▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman and CEO

or such other address as the addressee may indicate by written notice to the other parties.

Each notice, demand, delivery, request or communication which shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

10.6 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the internal laws of the State of Nevada, without giving effect to the conflict of law principles thereof.

10.7 Severability. In the event that a court of competent jurisdiction or arbitral panel shall finally determine that any provision, or any portion as contained in this Agreement shall be void or unenforceable in any respect, then such provision shall be deemed limited to the extent that such is determined to be enforceable and as to limited shall remain in full force and effect. To the extent that such determination shall finally decide any such provision to be wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect as though such provision was omitted in its entirely.

10.8 Interpretation. The parties acknowledge and agree that (i) the rules of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement and (ii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party regardless of which party was generally responsible for the preparation of this Agreement.

10.9 Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect or be considered in construing or interpreting the meaning or construction of any of the terms or provisions hereof.

10.10 Reliance. The parties hereto agree that notwithstanding any right of any party to this Agreement to investigate the affairs of any other party to this Agreement, the party having such right to investigate shall have the right to rely fully upon the representations and warranties of the other party expressly contained herein, whether or not such investigation was conducted.

10.11 Fees and Expenses. Costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne and paid as follows:

10.11.1 All documentary stamp or transfer taxes and fees and recording fees relating to the purchase of the Assets shall be borne and paid by Seller, and all sales use or similar taxes, if any, relating to the purchase of the Assets shall be paid by the Buyer.

10.11.2 The Seller shall have paid all required state unemployment taxes through the date of Closing.

10.11.3 Except as otherwise specifically provided in this Agreement, each party shall bear its own costs and expenses arising out of the negotiation, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein including, without limitation, legal and accounting fees and expenses, whether or not the transactions contemplated hereby are consummated.

10.12 Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

10.13 Representation. ▇▇▇▇▇▇▇▇, Melarkey, Knobel, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (the “Law Firm”) has prepared this document on behalf of and has represented the Seller and does not represent Buyer with respect to this document or any agreement between the Seller and Buyer. The Law Firm advises Buyer to consult with its own independent legal counsel and tax advisors as to the matters of this Agreement. The Law firm has made no representations to Buyer as to the federal or state tax consequences of the transactions contemplated under this Agreement.

10.14 Arbitration. Any controversy or claim arising out of or relating to this Agreement or the making, performance or interpretation thereof shall be settled by arbitration pursuant to JAMS, Streamlined Arbitration Rules, using a single arbitrator in Reno, Nevada and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. In connection with any such arbitration, each Party shall bear the cost of its own counsel, and all other costs associated with the arbitration shall be borne as awarded by the arbitrator. Neither Party shall have the right to discovery in connection with such arbitration except as otherwise agreed by the Parties or as determined by the arbitrator in light of the circumstances of the case. In any arbitration, the arbitrator shall be bound by the terms of this Agreement and applicable provisions of law. The cost of any verbatim transcript of the arbitration proceedings shall be borne by the Party requesting the same or if requested by both Parties shall be divided equally. Transcripts of arbitration proceedings shall be made available to the Party or Parties requesting verbatim transcripts and to the arbitrator.

IN WITNESS WHEREOF the Buyer and the Seller have executed this Agreement all as of the Effective Date.

BUYER:				SELLER:
GAMING ENTERTAINMENT (NEVADA),				HCC CORPORATION, a Nevada corporation,
A Nevada Limited Liability Company				d/b/a GRAND LODGE CASINO
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its:		Manager		Its:		President

SCHEDULE A

Gaming and Tangible Personal Property

1.

Fair market value in-place and in-use appraisal, dated April 29, 2011 — Value of assets $599,580 as of March 23, 2011 (previously provided to buyer).

2.

Additions since appraisal, effective date of March 23, 2011 through May 31, 2011 is $50,532.99 (see attached Capital Expenditure Monthly Report as of May 31, 2011 — Exhibit A-1).

3.

Retirements, trade-ins, sale or deletion of assets included in items 1 or 2 above as of May 31, 2011 is 0.

EXHIBIT A

Capital Equipment

Appraiser’s Note: The furniture, fixtures and equipment (FF&E) of the Hyatt ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, appraised and viewed, appears to be in mainly Good Condition, except as noted, and shows good maintenance and care. While most of the FF&E is older, it has been well maintained (except as noted) and in good repair/condition.

Appraiser’s Note: As a large number of items in this appraisal are electronic (slots, computers, servers, IT systems, printers, televisions, monitors, surveillance equipment, cameras, phone system, etc.) it is important to understand that nearly all electronic-based equipment will tend to be out-dated in a relatively short period of time. While the equipment will still be very useable and perform as intended, the pace of improvements in new equipment is very fast and tends to be less costly than the previous model or generation. Thus, the Fair Market Value (FMV) of many electronics drops sharply after six to twelve months. Electronics that are more than one or two years old are often relatively obsolete, even though their useful life may be many years, and the FMV may only be a small percentage of the original cost.

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 1 Pic 11

Poker Tables

Very good quality

N/A

Good

Four @ $1000 Includes cover, tray and chips

$

4000

Item 2 Pic 13

Podium

N/A

Good

$

70

Item 3 Pic 14-162

Small Round Wood Tables

N/A

Good

Two @ $50

$

100

Item 4 Pic ▇▇-▇▇-▇▇-▇▇▇

Card/Chip Storage Cabinet

Very well built

N/A

Good

Five @ $200

$

1000

Item 5 Pic 16

Beverage Bar

N/A

Good

$

300

Item 6 Pic 18-19

LCD Screens

4 – Toshiba, 1 Vizio, 1 N/A

N/A

Good

Six @ $350

$

2100

Item 7 Pic 20

Literature Rack

N/A

Good

$

125

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 8 Pic 21

Table & Four Chair Set

N/A

Good

Rough wood style

$

250

Item 9 Pic 22

24” Chairs

Wrap-around style Upholstered

N/A

Good

105 @ $60

$

6300

Item 10 Pic 23

24” Chairs

Straight back style Upholstered

N/A

Good

93 @ $50

$

4650

Item 11 Pic 24

19” Chairs

Wrap around style Upholstered

N/A

Good

56 @ $50

$

2800

Item 12 Pic 25

19” Chairs

Straight back style Upholstered

N/A

Good

46 @ $40

$

1840

Item 13 Pic 26-44

▇▇▇▇▇ ▇▇▇▇ Tables

H - Style. Very heavy duty

N/A

Good

18 (3 in storage) @ $700. Quality

$

12,600

Appraiser’s Note: These ▇-▇ tables are older but of good quality. If the casino operation were to be sold there would be an expense to change the layouts to reflect the new ownership name, possibly $200 - $300 per table. FMV includes tray and signage but NOT shufflers.

Item 14 Pic ▇▇-▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Good quality tables

N/A

Good

Two tables. Includes roulette wheel and electronic read out.

$

17,000

Appraiser’s Note: These roulette tables are older but of good quality. If the casino operation were to be sold there would be an expense to change the layouts to reflect the new ownership name, possibly $200 - $300 per table. An electronic ‘board’ can cost $18,000.

Item 15 Pic 29-30

Automatic Shufflers

ShuffleMaster

N/A

Good

Seven @ $5500. Up to 10 decks handled

$

38,500

Appraiser’s Note: ShuffleMaster is the preferred shuffler in the industry. For many years the company would not sell its products but required them to be leased. Several years ago the company was selling their products. However, unless the casino has a qualified technician a service contract with ShuffleMaster would probably be necessary. The market is very tight on used ShuffleMaster shufflers.

Item 16 Pic 31

Pit Podiums

N/A

Good

Three @ $400

$

1200

Item 17 Pic 33-52-93-94-117-150

Printers

Lexmark

Pin-Fed

N/A

Good

Eight @ $85. Specialized use. Limited market.

$

680

Model

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 18 Pic 34-51

Card Embossers

N/A

Good

Four @ $350

$

1400

Item 19 Pic 34

Time Stamp

▇▇▇▇▇▇

N/A

Good

Three @ $125

$

375

Item 20 Pic 35

LCD TVs

N/A

Good

Four @ $350

$

1400

Item 21 Pic 36

LCD TVs

N/A

Good

Two @ $350

$

700

Item 22 Pic 36

Digital Signage

N/A

Good

$

200

Item 23 Pic 37

Digital Signage

N/A

Good

$

200

Item 24 Pic 42

▇▇▇▇ Changer/Ticket Redemption

CasinoXchange

N/A

Good

$

6500

Item 25 Pic 43

Dice Tables

N/A

Good

Two @ $2000

$

4000

Appraiser’s Note: These dice tables are older but of good quality. If the casino operation were to be sold there would be an expense to change the layouts to reflect the new ownership name, possibly $300 - $400 per table.

Item 26 Pic 45

Automatic Saufflers

ShufffleMaster

MD2

N/A

Good

6 @ $4000 One to two decks

$

24000

Item 27 Pic 48

Digital Signage

N/A

Good

$

200

Item 28 Pic 50-91

AIO Printer

HP

N/A

Good

Two @ $25 Electronics

$

50

Item 29 Pic 53

PC w/Flat Monitors

Various

N/A

Good

33 @ $120 Electronics

$

3960

Item 30 Pic 56

Metal Shelving

N/A

Good

1-6’ and 1 4’ Each $25

$

50

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 31 Pic 49-57-75-123-131-133-134-135-144-158-184-196-197-

Various Chairs. Mainly Secretary-type

N/A

Good

17 @ $35 Very large quantity of good used chairs available

$

595

Item 32 Pic 70-80-83-101-127-151-155-158-159-164-184-185-203-209-

Various Chairs. Desk and Executive-type

N/A

Good

15 @ $65

$

975

Item 33 Pic 58

Hydraulic Slot Track

N/A

Good

$

325

Item 34 Pic 59

Slot Dolly

N/A

Good

$

125

Item 35 Pic 60

Dolly

N/A

Good

$

86

Item 36 Pic 61

Small Ladder

N/A

Good

$

15

Item 37 Pic 62

Hand-Dollies

N/A

Good

Two @ $20

$

40

Item 38 Pic 55

Metal Storage cabinets

N/A

Good

Two @ $60

$

120

Item 39 Pic 63

SDCU Rack

N/A

Good

$

85

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 40 Pic 63-64

SDCUs

N/A

Good

16 @ $200

$

3200

Item 41 Pic 66

File Cabinet

3-Drawer

N/A

Good

$

85

Item 42 Pic 67-105-1219-135-210

AIO Printer

HP

All-In-One

N/A

Good

Five @ $90

$

450

Item 43 Pic 69

Metal Hanging Book Case

N/A

Good

$

100

Item 44 Pic 70

Corner Desk

N/A

Good

$

170

Item 45 Pic 72-96-115-121-135-196-197-199- 206-

Calculators

Monroe

N/A

Good

13 @ $20

$

260

Item 46 Pic 73

Safety Storage

Heavy duty hazardous storage

N/A

Good

$

250

Item 47 Pic 74

Compressor

Small portable

N/A

Good

$

50

Item 48 Pic 76

Fastener Case w/Small Fasteners

N/A

Good

$

100

Item 49 Pic 77

Bench Grinder

Dayton

N/A

Good

$

80

Item 50 Pic 78

Work Bench, Parts, Tools, etc.

The parts and tools of the shop

N/A

Good

$

400

Item 51 Pic 79

Drill Press

Craftsman

15 1/2 Inch

N/A

Good

$

160

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 52 Pic 81-81

Wheel Chairs

N/A

Good

Two @ $135

$

270

Item 53 Pic 83

Corner Desk

Security Office

N/A

Good

$

50

Item 54 Pic 84

Metal Cabinet

N/A

Good

$

25

Item 55 Pic 85

File Cabinet

4-Drawer Legal File, security office

N/A

Good

$

100

Item 56 Pic 86-89

Free-Standing Desk Cubicle

N/A

Good

Very good quality

$

1200

Item 57 Pic 97

Slot Desk/Cubicle

N/A

Good

Very good quality

$

1500

Item 58 Pic 96

Defibulator

Zoll

AEC Plus

Older

Good

$

160

Item 59 Pic 99-112-124-145-152-

Laser Printer

HP

N/A

Good

Five @ $135

$

775

Item 60 Pic 100-101

Corner Desk w/Two Hutches

N/A

Good

$

400

Item 61 Pic 104

Typewriter

Brother

N/A

Good

$

20

Item 62 Pic 106

Lateral File

2-Drawer

N/A

Good

$

100

Item 63 Pic 107

Scanner

Canon

CD-4050

N/A

Good

$

125

Item 64 Pie 108

Scanner

Cummins

Image Formula Scanfont 300P

Older

Good

$

75

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 65 Pic 109

Shredder

Fellows

S8-85C

N/A

Good

$

25

Item 66 Pic 110

▇▇▇▇ Counter

Cummins

Jet Scan

N/A

Good

Double Trays

$

1200

Item 67 Pic 111

Coin Sorter

Cummins

Jet Sort

N/A

Older

$

350

Item 69 Pic 113

Credit Card Machine

N/A

Good

$

100

Item 70 Pic 113

Time Stamp

Rapidprint

N/A

Good

$

40

Item 71 Pic 116

▇▇▇▇ Counter

Cummins

Jet Scan

N/A

Good

Single Tray

$

500

Item 72 Pic 119

Ticket Dispenser

N/A

Good

$

110

Item 73 Pic 120-121

Desk w/Overhead

N/A

Good

$

200

Item 74 Pic 122

Lateral file

2-Drawer

N/A

Good

$

100

Item 75 Pic 125-131

Lateral File

4-Drawer

N/A

Good

Three @ $160

$

480

Item 76 Pic 128

Desk w/Credenza

Good quality wood

N/A

Good

$

750

Item 77 Pic 130

Shredder

Fellowes

N/A

Good

$

25

Item 78 Pic 132

Plasma TV

NEC

N/A

Good

$

350

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 79 Pic 133

Bookcase

N/A

Good

$

160

Item 80 Pic 134-135

Desk

Desk w/Leg and overhanging bookcase

N/A

Good

$

250

Item 81 Pic 138

File Cabinet

3-Drawer

N/A

Good

$

85

Item 82 Pic 139

Data Card Machine

Ultragrafix

285

N/A

Poor

Not in good working order

Scrap

Item 83 Pic 139

Metal Storage Cabinets

N/A

Good

Two @ $80

$

160

Item 84 Pic 140

Hanging Storage

Metal

N/A

Good

Two @ $45

$

90

Item 85 Pic 141-161-163-194-201-202

Lateral Files

4-Drawer

N/A

Good

Six @ $160

$

960

Item 86 Pic 142

Automatic Shuffler

ShuffleMaster

‘Carnival Game Shuffler’

N/A

Good

3 @ $5000

$

15,000

Item 87 Pic 143

Kitchen

N/A

Good

Microwave $35 Small Frig $25 Coffee maker and Water Heater $10

$

70

Item 88 Pic 143

Table

N/A

Fair

$

20

Item 89 Pic 144

Corner Desk Cubicles

W/Hanging Bookcase and under desk storage

N/A

Good

Three @ $350

$

1050

Item 90 Pic 140

Automatic Shufflers

ShuffleMaster

MD1

N/A

Good

Two @ $4000

$

8000

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 91 Pic 145

Laser Printer

HP

3015

Older

Fair

$

65

Item 92 Pic 146

Metal Cabinet

Large 2-door upright

N/A

Good

$

125

Item 93 Pic 147

Lounge Chairs

Leather VIP Office

N/A

Good

Two @ $200

$

400

Item 94 Pic 148

Desk w/Credenza

High Quality VIP Office

N/A

Good

Two @ $650

$

1300

Item 95 Pic 149

Hanging Storage Cabinet

High Quality VIP Office

N/A

Good

Two @ $175

$

350

Item 96 Pic 149

LCD TV

Vizio

VIP Office

N/A

Good

$

350

Item 97 Pic 153

Lateral File

Good quality wood. 2-Drawer. Marketing Ofc.

N/A

Good

$

180

Item 98 Pic 153

File Cabinet

Good quality wood. 2-Drawer. Marketing Ofc.

N/A

Good

$

100

Item 99 Pic ▇▇▇-▇▇▇-▇▇▇

Desk w/Credenza and Hutch

Good quality wood. 2-Drawer. Marketing Ofc.

N/A

Good

$

700

Item 100 Pic 156-205

Side Chairs

Good quality wood. 2-Drawer. Marketing Ofc.

N/A

Good

Four @ $

$

130

Item 101 Pic ▇▇▇-▇▇▇-▇▇▇

Cubicles

N/A

Good

Five @ $

$

1750

Item 102 Pic 161

Metal Storage Cabinet

N/A

Good

$

40

Item 103 Pic 162

Chairs

Good Quality, used as side chairs

N/A

Good

Two @ $

$

150

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 104 Pic 165

Roulette Chips

Extras /replacements

N/A

Good

$

150

Item 105 Pic 165

Metal Shelving

Heavy Duty 6’

N/A

Good

Three @ $40

$

120

Item 106 Pic 167

Slot Dolly

N/A

Good

$

175

Appraiser’s Note: The following items, Item numbers 107 through 131, are all surveillance equipment. It should be noted that this is a FMV In-Place In-Use Appraisal and therefore the items have a value when considered within the scope of this appraisal. Most of the surveillance equipment was purchased used. However, based on the age, condition and removal challenges, these items would have a much lesser value if offered for sale in Fair Market Value offering. Much of th e existing equipment can be purchased new, with current technology, at less than what the purchase price used was (example: Vicon PTZ [pan, tilt zoom camera] is advertised currently new at $1556.00, the used price was $2100).

Item 107 Pic 183

Alarm

Vicon

Vicon Alarm Control Line Feed

Older

Good

$

400

Item 108

Alarm Control

Symplix

Symplix Panic Alarm Control

Older

Good

$

125

Item 109

Cameras

Fixed w/lens in casino

Most older

Fair to Good

80 Units are analog only. $50 ea. 20 Units are analog and digital, $100 ea.

$

6000

Item 110

Covert Cameras

Covert

N/A

Good

Two @ $175

$

350

Item 111 Pic 189

Central manager

Aventura

Aventura Centeral Manager

SuperMicro Server #5014C-T/B/1

Older

Good

$

7500

Item 112

Computers w/Screens

Older

Good

12 @ $100

$

1200

Item 113

Distribution Amplifiers

Older

N/A

13 @ $300

$

3900

Item 114 Pic 186

Control Desk W/Credenza

Older

Fair

$

2500

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 115 Pic 187

Desk

Older

Fair

$

125

Item 116 Pic 183

Control Lines

Vicon

Vicon V1400X Line Control

Older

Good

5 @ $200

$

1000

Item 117 Pic 189

Digital Recorders

Aventura

SuperMicro #P8SCT. 8TB storage — H.264

Older

Good

9 @ $650

$

5400

Item 118 Pic 188

Digital recorder

Sanyo

Single Digital Recorder

Older

Good

2 @ $700

$

1400

Item 119

Digital Recorder

Sanyo

Quad Digital Recorders

Older

Good

2 @ $700

$

1400

Item 120 Pic 190

Key pads

Vicon

V1400X

Older

Good

7 @ $50

$

350

Item 121 Pic 183

Port

Logitec

Logitec 8-port VM

Older

Good

$

300

Item 122 Pic 183

Matrox

Vicon

Vicon Matrox Nova Power Series Matrix-66 Power plus version 0.1.5

Over 11 Years

Good

Current technology would be preferred by any potential buyer.

$

6500

Item 123 Pic 191

Monitors

Security Monitors

Older

Good

16 @ $50

$

800

Item 124 Pic 187

3 Com

3 Com

N/A

Good

2 @ $225

$

450

Item 125 Pic 191

Power Boxes

Power control distribution boxes

N/A

Older

10 @ $50

$

500

Item 126 Pic 193

Printer

HP

Older

Good

$

25

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 127

PTZ Camera

Vicon - 36, Pelco - 2

Pan, tilt, zoom cameras

N/A

Mostly Older

20 Analog, $300 ea. 18 Digital $1000 ea.

$

24,000

Item 128

Radio

Kenwood

N/A

Older

$

175

Item 129

Audio Converters

N/A

Older

3 @ $100

$

300

Item 130

UPS

BPI and M

1400 950W Power backup towers

N/A

Older

6 @ $250

$

1500

Item 131

UPS

Cyber Pro

1400W

N/A

Older

2 @ $400

$

800

Item 132 Pic 195

Digital Display Signage

N/A

Good

$

200

Item 133 Pic 196

Shredder

Large business usage

N/A

Good

$

75

Item 134 Pic 198

Metal Cabinet

Large Metal Cabinet

N/A

Good

$

100

Item 135 Pic 200

Postage Machine

Pitney ▇▇▇▇▇

All inclusive

N/A

Good

$

150

Item l36 Pic 203

Desk w/Hutch

Good quality

N/A

Good

$

700

Item 137 Pic 205

Lateral Files

Two 2-drawer lateral files

Older

Fair

Two @ $

$

150

Item 138 Pic 208-209-210-211

Executive Desk

Good quality w/leg

Older

Good

$

450

Item 139 Pic 208

Table

Wood

Older

Fair

$

75

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 140 Pic 212

TV Cabinet

Wood

Older

Older

$

100

Item 141 Pic 212

Bookcase

Wood

Older

Good

6’

$

100

Item 142 Pic 213-214

Side Chairs

Wood, upholstered

Older

Good

Two @ $50

$

100

Item 143 Pic 214

End Table

Good Quality

Older

Fair

$

50

Item 144 Pic

Cheques

High Quality

Older

Fair to Good

Approximately 35,000

$

31,500

Appraiser’s Note: Casino cheques can be generic or ‘branded’. The cheques of this casino are branded and high quality. The appraiser was not able to find a manufacturer who could duplicate this style and quality of cheques. A high quality cheque (▇▇▇▇▇▇▇) costs 90 to 95 cents each. If THIS casino were to be sold and operate under a new name the value of the existing cheques would be minimal, as they would necessarily need to be replaced. Nevada Gaming Law requires a casino that is no longer going to use a cheque, or cheques, to advertise to the public that it will redeem outstanding cheques. The company must allow a reasonable time and have reserves to honor cheque redemption. Thus, if THIS casino were to be sold or operated under another name, the value of the cheques would be ZERO, and, of course, the new operator would have to purchase new cheques. If the casino was to change owners and/or operators the existing cheques may, or may not, have a collectable value at some point in time.

Item 145 Pic ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

▇/▇

Good

$

900

Item 146 Pic 216

Security System

BioMetric

N/A

Good

$

3500

Item 147 Pic 217

Cabinet

Cabinet for drop boxes

N/A

Good

$

150

Item 148 Pic 222

Drop Boxes

Drop boxes for table games

N/A

Good

48 @ $40

$

1920

Item 149 Pic 216

Transport Cart

Cart to transport drop boxes

N/A

Good

$

350

Item 150 Pic 219

Cabinet

Cabinet for cash boxes (slots)

N/A

Good

$

200

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 151

Cash Boxes

Cash boxes for slots

N/A

Good

518 @ $60

$

31,080

Item 152 Pic 220

Coin Sorter

Cummins

Cummins Jet Scan

Older

Good

Great machine ... little demand

$

3000

Item 153 Pic 220

▇▇▇▇ Counter

Cummins

N/A

Good

Single Tray

$

350

Item 154 Pic 220

Table

HD Table

N/A

Good

$

125

Item 155 Pic 223

Digital Signage

N/A

Good

$

200

Item 156 Pic 224-225

Chairs

These chairs are a combination of extra chairs and damaged chairs

Older

Fair to Poor

70 @ $10

$

700

Item 157 Pic 226-227

Slots

IGT

$2000

Older

Fair

Used for tournament play. No TITO. Eight @ $300

$

2400

Item 158 Pic 229

Underlayment

N/A

Good

Underlayment for table games. Partial roll.

$

150

Item 159 Pic 232

Coin sorter

Cummins

Jet Sort

Older

Fair

Older and smaller unit

$

150

Item 160 Pic 233

Big Six Table

Older

Fair

Big Six game

$

350

Item 161

Slot Machine

IGT

Bally EM

Older

N/A

In storage

$

300

Appraiser’s Note: The following items from Item 162 to 196 are slot machines. Slot machines are of various models. Each company determines the games available and has patent rights to their games. Used slots are readily available at reasonable prices for older models. Newer models are available and, depending upon their popularity, are priced accordingly. IGT’s GameKing has remained a very popular model for many years and still holds its value well even if it as much as 10 years old. The national economy has had a very negative effect on the Gaming Industry and gaming companies have curtailed new purchases dramatically. Some of the pictures attached to this appraisal are of very similar models listed but may not be from the Grand Lodge Casino and are meant to give the reader a reliable example of the model listed. Values include slot stands when applicable.

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 162 Pic A-1

Slot

Aristocrat

MAV500, MKV1

2006

Good

Three @ $800

$

2400

Item 163 Pic A-1

Slot

Aristocrat

MAV500

2005

Good

Four @ $800

$

3200

Item 164 Pic 1-2-182

Slot

Aristocrat

Viridian

2009

Good

Three @ $2100

$

6300

Item 165 Pic A-2

Slot

Atronic

Cashline

2004

Good

Three @ $700

$

2100

Item 166 Pic 169-170

Slot

Bally

GameMaker C9-l

2006

Good

Four @ $1500

$

6000

Item 167 Pic 171

Slot

Bally

S9000C

2008

Good

Three @ $1650

$

4950

Item 168 Pic A-3

Slot

Bally

M9000

2005

Good

Four @ $950

$

3800

Item 169 Pic

Slot

Bally

S9000

2006

Good

Three @ $900

$

2700

Item 170 Pic 172

Slot

Bally

V32

2010

Good

Four @ $2250

$

9000

Item 171 Pic A-5

Slot

IGT

Game King

2005

Good

Two @ $1400

$

2800

Item 172 Pic A-5

Slot

IGT

Game King

2004

Good

35 @ $1350

$

47,250

Item 173 Pic A-5

Slot

IGT

Game King

2002

Good

8 @ $1250

$

10,000

Item 174 Pic A-5

Slot

IGT

Game King

2001

Good

12 @ $1200

$

14,400

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 175 Pic A-5

Slot

IGT

Game King

2000

Good

9 @ $1000

$

9000

Item 176 Pic A-5

Slot

IGT

Game King

1999

Good

12 @ $900

$

10,800

Item 177 Pic A-5

Slot

IGT

Game King

1998

Good

10 @ $850

$

8,500

Item 178 Pic 181

Slot

IGT

S2000

2007

Good

4 @ $950

$

3,800

Item 179

Slot

IGT

S2000

2004

Good

35 @ $800

$

28,000

Item 180

Slot

IGT

S2000

2002

Good

3 @ $750

$

2,250

Item 181

Slot

IGT

S2000

2001

Good

$

750

Item 182

Slot

IGT

S2000

2000

Good

3 @ $700

$

2100

Item 183

Slot

IGT

Game King Bar

2004

Good

31 @ $800

$

24,800

Item 184

Slot

IGT

Game King Bar

2002

Good

4 @ $800

$

3200

Item 185 Pic 174

Slot

IGT

Trimline AVD

2007

Good

5 @ $1600

$

8000

Item l86 Pic 177

Slot

IGT

AVP Slant

2009

Good

2 @ $1900

$

3800

Item 187

Slot

IGT

AW Slant

2008

Good

4 @ $1900

$

7600

Model/

Year/

Estimated Fair

Item #

Type

Manufacturer

Description

Serial/ VIN No.

Age

Condition

Comment

Market Value

Item 188 Pic 173

Slot

IGT

SMLD, S-AVP

2009

Good

3 @ $1900

$

5700

Item 189

Slot

Konami

Advantage

2004

Good

3 @ $850

$

2550

Item 190 Pic 178

Slot

Konami

Advantage +

2007

Good

3 @ $1100

$

3300

Item 191 Pic 175

Slot

Konami

K2V 2.0

2009

Good

6 @ $1350

$

8100

Item 192 Pic 179

Slot

Konami

KGP 2.0

2009

Good

2 @ $1000

$

2000

Item 193

Slot

WMS

BBS Slant

2005

Good

4 @ $850

$

3400

Item 194

Slot

WMS

BBU Upright

2005

Good

4 @ $850

$

3400

Item 195

Slot

WMS

BBU Upright

2004

Good

2 @ $850

$

1700

Item 196 Pic 176

Slot

WMS

BBU2

2010

Good

4 @ $2500

$

10,000

Appraiser’s Note: The appraiser would like to re-emphasize that this is a Fair Market Value In-Place In-Use valuation as opposed to a Fair Market Value appraisal. This is especially important regarding the values established for the slot machines. There is a real additional value for a piece of equipment that is in-place and in-use as opposed to having that same item placed on the market for sale. In this case there is currently a ‘glut’ of slot machines on the market. Thus, if these items were to be offered for sale NOT in-place and in-use the values would be substantially less, perhaps 25% to as much as 50% less (on older and/or ‘dated’ machines/electronics) than the Fair Market Value In-Place In-Use values.

Item 197 Pic 221

Safe

Sentry

Small safe

Newer

Good

$

175

Est. FMV

$

599,580

Appraiser’s Note: Electronic and IT equipment ‘ages’ very fast. New technology often makes six-month old equipment ‘the previous generation’ and may even make items obsolete within a short time. There is a current ‘glut’ of IT hardware. PCs and Laptops are currently available at the lowest prices ever and have advanced technology included.

EXHIBIT ▇-▇

▇▇▇▇▇ Gaming Management, Inc.
Capital Expenditure Monthly Report
Properly: GRAND LODGE CASINO

																										Paid																																																				P.O.’s Oututdg
																										Spending To Date (US$)																																																												Variance
						2011																				(Jan)				(Feb)				(Mar)				(Apr)				(May)				(Jun)				(Jul)				(Aug)				(Sep)				(Oct)				(Nov)				(Dec)								Estimated												Favorable
						May 31, 2011								Approved												Current				Current				Current				Current				Current				Current				Current				Current				Current				Current				Current				Current								Cost to				Total Project				Favorable				(Unfavorable)
CER#		PRIORITY		CER#		Department		Short Description		PROPOSED				Substitution				OTHER				CAPEX 2011				Month				Month				Month				Month				Month				Month				Month				Month				Month				Month				Month				Month				YTD Total				Complete				Spending				(Unfavorable)				%
1				1		Slots		Conversion Kito			81,440							Partial Complete					81,440																1,907				9.623																															$	11,529,84								11,530				69.910				85.8	%
2				2		Slots		Kiosk Upgrade			3,663							Pending invoices					3,663																1,700																																				1,700.00				1,700				3,400				263				7.2	%
						Slots																	0																																																																				0.0	%
						Total Slots					85,103				0				0				85,103				0				0				0				3,607				9.623				0				0				0				0				0				0				0			$	13,229.84				1,700				14,930				70,173				82.5	%
				3		Tables		Grand Lodge Casino Chips			10,000							Cancelled					0																																																			$	—				—				—				—				0.0	%
						Tables																	0																																																																				0,0	%
						Total Tables					10,000				0				0				0				0				0				0				3,607				0				0				0				0				0				0				0				0			$	—				—				—				—				0.0	%
				4		Marketing		73” (2) TV Plasma for Pit			17,451							Cancelled					0																																																																				0,0	%
						Marketing																	0																																																																				0.0	%
						Total Marketing					17,451				0			0					0				0				0				0				0				0				0				0				0				0				0				0				0			$	—				—				—				—				0,0	%
				5		General & Admin		Accounting Printers			3,138							Cancelled					0																																																												—				—				0.0	%
				6		General & Admin		Optical Disk Equipment			5,925							Complete					5,925																1,993																																			$	1,982,91				—				1,993				3.932				66.4	%
						Total G&A					9,063				0				0				5,925				0				0				0				1.993				0				0				0				0				0				0				0				0			$	1,992,91				—				1,993				3,932				66.4	%
				7		IT		Replacement Computers			12,200							Partial Cornplete					12,200												4,356																																							$	4.356.40								4,356				7,844				64.3	%
				8		IT		New server for I.G.S. and D.M.M.			23,700							Pending Invoices					23,700																				2.980																															$	2,979.64				17,673				20,652				3.048				12.9	%
																							0																																																																				0,0	%
						Total IT					35,900				0				0				35.900				0				0				4.356				0				2,980				0				0				0				0				0				0				0			$	7,336,04				17,673				25,008				10,891				30.3	%
				9		Surveillance		Airship Digital Server Software			14,400							Complete					14,400																7,200				7,200																															$	14.400.00				—				14,400				—				0.0	%
				10		Surveillance		Replacement Color Fixed Cameras			1,145							Pending Invoice					1,145												441																																							$	440.85				438				879				266				23.2	%
				11		Surveillance		Vlcon Digital PTZ Analog Cams			9,600							Partial Complete					9,600												1,529								1,526																															$	3,055.67				—				3.056				6,544				68.2	%
				12		Surveillance		Dell 15 review station computer			1.900							Cancelled					0																																																			$	—								—				—				0.0	%
						Total Surveillance					27,045				0				0				25,145				0				0				1,970				7,200				8,726				0				0				0				0				0				0				0				17,897				438				18,335				6,610				1
						Total 2011					184,562				0				0				152.073				0				0				8.327				12.800				21,329				0				0				0				0				0				0				0				40.455				19,373				41,932				84,996				2
		2010		2		Slots		Conversion Kits			28,713							Complete					28,713				10,078																																															$	10,077,68												28,713				100,0	%
						Total 2010 Carry over					28,713				0				0				28,713				10,078				0				0				0				0				0				0				0				0				0				0				0			$	10,077,68				0				0				28,713				100.0	%
						Contingency		Contingency			25,000							Cancelled					0																																																			$	—				—				—				—				0.0	%
						Total Contingency					25,000				0				0				0				0				0				0				0				0				0				0				0				0				0				0				0				—				—				—				—				0.0	%
																																																																																											0.0	%
						Sub Total Normal Projects					238,275				0				0				180,786				10,078				0				6,327				12,800				21,329				0				0				0				0				0				0				0			$	50,532.99				19,373				41,932				113,709