EXHIBIT 10.28 LOAN AGREEMENT BETWEEN CONCORDE BLACKHAWK CORPORATION AND FIRST NATIONAL BANK Dated as of December 4, 2002 LOAN AGREEMENT Table of Contents

EXHIBIT 10.28

LOAN AGREEMENT

BETWEEN

CONCORDE BLACKHAWK CORPORATION

AND

FIRST NATIONAL BANK

Dated as of December 4, 2002

LOAN AGREEMENT

Table of Contents

LOAN AGREEMENT........................................................................ 1

RECITALS ............................................................................. 1

ARTICLE 1. DEFINITIONS............................................................... 1
1.1 DEFINED TERMS....................................................... 1
1.2 OTHER DEFINED TERMS................................................. 2

ARTICLE 2. LOAN...................................................................... 3
2.1 LOAN................................................................ 3
2.2 TERM/PREPAYMENT..................................................... 3
2.3 INTEREST. .......................................................... 4
2.4 OTHER PAYMENTS...................................................... 4
Loan Origination Fee................................................ 4
Late Payment Fee.................................................... 4
2.5 USE OF PROCEEDS..................................................... 4
2.6 ADVANCEMENT AND DISBURSEMENTS....................................... 4

ARTICLE 3. SECURITY FOR REPAYMENT OF LOAN - GUARANTY................................. 7
3.1 SECURITY INTERESTS.................................................. 7
Deed of Trust; Assignment of Leases and Rents; Fixture Filing....... 7
Security Agreement.................................................. 7
Security for Cost and Fee........................................... 7
3.2 GUARANTIES.......................................................... 7

ARTICLE 4. CONDITIONS OF LOAN........................................................ 7
4.1 ESTABLISHMENT OF ACCOUNT............................................ 7
4.2 SUBORDINATION OF PAYMENTS ON EXISTING INDEBTEDNESS.................. 8
4.3 REAL PROPERTY MATTERS............................................... 8
Evidence of Title................................................... 8
Survey.............................................................. 8
Appraisal........................................................... 8
Title Insurance Commitment.......................................... 8
Zoning and Certificate of Occupancy................................. 9
Taxes and General Assessments....................................... 9
Condition of Property at Closing.................................... 9

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4.4 NO TRANSFERS........................................................ 9
4.5 PERMITS AND LICENSES................................................ 10
4.6 FINANCIAL STATEMENTS................................................ 10
4.7 HAZARDOUS SUBSTANCES................................................ 10
4.8 LIENS............................................................... 10
4.9 SLOT MACHINES DATA.................................................. 11
4.10 ADDITIONAL DOCUMENTS................................................ 11
4.11 CONTINUATION OF REPRESENTATIONS AND WARRANTIES. .................... 11
4.12 COVENANTS........................................................... 11
4.13 NO DEFAULT.......................................................... 11
4.14 RELEASE OF LIENS.................................................... 11
4.15 DELIVERY OF DOCUMENTATION........................................... 11
Promissory Note..................................................... 11
Security Agreement.................................................. 11
Deed of Trust....................................................... 11
Instrument Granting Security Interest............................... 12
Guaranties.......................................................... 12
Certificates of Trade Name.......................................... 12
Corporate Organizational Documents and Resolutions.................. 12
Certificates of Good Standing....................................... 12
Officers' Certificates.............................................. 12
Certificates of Insurance........................................... 12
Financing Statements................................................ 12
Mechanic Liens...................................................... 13
Indemnification Agreement Regarding Hazardous Substances............ 13
Other............................................................... 13
4.16 OPINION BY BLACKHAWK'S ATTORNEY..................................... 13
4.17 FIXTURES; EQUIPMENT; PERSONAL PROPERTY.............................. 13
4.18 INSURANCE........................................................... 13
Fire and Extended Coverage.......................................... 13
Steam Boiler Coverage............................................... 14
Flood Coverage...................................................... 14
Comprehensive General Liability Coverage............................ 14
Insurers............................................................ 14
Notices Regarding Insurance......................................... 14

ARTICLE 5. TERMINATION............................................................... 14
5.1 CHANGE IN SECURITY.................................................. 15
5.2 FALSE INFORMATION................................................... 15
5.3 FAILURE TO DELIVER DOCUMENTS........................................ 15
5.4 INABILITY TO MEET CONDITION BY CLOSING DATE......................... 15

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5.5 INSOLVENCY, ETC..................................................... 15

ARTICLE 6. REPRESENTATIONS AND WARRANTIES............................................ 15
6.1 CORPORATE EXISTENCE................................................. 15
6.2 FILING AND EXECUTION OF DOCUMENTS................................... 16
6.3 ANTI-FORFEITURE..................................................... 16
6.4 MEETING............................................................. 16
6.5 COVENANTS REGARDING COLLATERAL...................................... 16
6.6 POWER TO ENTER INTO AGREEMENT....................................... 16
6.7 AUTHORIZATION....................................................... 17
6.8 CREDIT REPORTS...................................................... 17
6.9 NO ADVERSE CHANGE IN FINANCIAL CONDITION............................ 17
6.10 NO CONFLICT, VIOLATION OR CONSENT REQUIRED.......................... 17
6.11 BINDING EFFECT...................................................... 17
6.12 FAMILIARITY WITH TERMS.............................................. 18
6.13 LEGAL PROCEEDINGS................................................... 18
6.14 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
AGREEMENT........................................................... 18
6.15 PERFECTION OF LIENS AND SECURITY INTEREST........................... 18
6.16 COMPLIANCE WITH LAWS................................................ 18
6.17 OUTSTANDING DEBT.................................................... 18
6.18 DISCLOSURE.......................................................... 18
6.19 AFFIRMATIVE COVENANTS............................................... 19
Maintenance of Existence............................................ 19
Payment of Taxes.................................................... 19
Maintenance of Property and Leases.................................. 19
Notice of Litigation................................................ 19
Accounts and Reports................................................ 20
Compliance with Laws................................................ 20

ARTICLE 7. EVENTS OF DEFAULT......................................................... 20
7.1 EVENTS OF DEFAULT................................................... 20
Nonpayment.......................................................... 20
Nonperformance of Covenants, Conditions or Agreements............... 20
Failure to Maintain Insurance....................................... 21
Bankruptcy.......................................................... 21
Change in Material Representation or Warranty....................... 21
Material Default.................................................... 21
Invalidity of Document.............................................. 22
Bank Deemed Insecure Due to Suspected Event of Default.............. 22
Excessive Decline in Property Value................................. 22

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Failure to Obtain or Maintain Gaming License........................ 22
7.2 REMEDIES............................................................ 23
Acceleration........................................................ 23
Performance by Others............................................... 23
Enforcement of Security Agreement................................... 23
Action for Legal or Equitable Remedy................................ 23
Bank's Rights....................................................... 24
7.3 COSTS AND EXPENSES OF COLLECTION AND ENFORCEMENT.................... 24
7.4 ALLOCATION OF PROCEEDS.............................................. 24
Payment of Expenses................................................. 25
Payment of Interest................................................. 25
Payment of Principal................................................ 25
Other Amounts....................................................... 25
Residue............................................................. 25
7.5 INSUFFICIENT PROCEEDS............................................... 25

ARTICLE 8. ADMINISTRATIVE AND OTHER PROVISIONS....................................... 25
8.1 MODIFICATIONS, CONSENTS AND WAIVER.................................. 25
8.2 NOTICE.............................................................. 25
8.3 EXPENSES............................................................ 27
8.4 ASSIGNMENT.......................................................... 27
8.5 BROKERAGE FEES...................................................... 27
8.6 RIGHT TO INSPECT.................................................... 27
8.7 ENTIRE UNDERSTANDING................................................ 27
8.8 SEVERABILITY........................................................ 27
8.9 TITLES.............................................................. 28
8.10 BENEFIT............................................................. 28
8.11 CONSTRUCTION........................................................ 28
8.12 PLURAL/SINGULAR AS CONTEXT REQUIRES................................. 28
8.13 TIME OF ESSENCE..................................................... 28
8.14 CLOSING DATE........................................................ 28
8.15 FACSIMILE SIGNATURES................................................ 28
8.16 COUNTERPARTS........................................................ 28
8.17 NUMBER OF DAYS...................................................... 28
8.18 RECOVERY OF FEES BY PREVAILING PARTY................................ 29
8.19 REASONABLENESS REQUIRED............................................. 29

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LOAN AGREEMENT

THIS LOAN AGREEMENT ["Agreement"] is entered into as of the 4th day
of December, 2002, by and between CONCORDE BLACKHAWK CORPORATION [a Colorado
corporation sometimes referred to as "Blackhawk"] and FIRST NATIONAL BANK [a
national banking association with offices in Rapid City, South Dakota, sometimes
referred to as "Bank" or "Lender"].

RECITALS

A. Blackhawk wishes to borrow the sum of Two Million Eighty Thousand
Dollars [$2,080,000] from Bank upon the terms and conditions set out below.

B. Blackhawk is a wholly owned subsidiary of CONCORDE GAMING
CORPORATION [a Colorado corporation referred to as "Concorde" or as a
"Guarantor"], and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ [an individual referred to as "Lien" or as a
"Guarantor"] is a controlling shareholder of Concorde.

C. Bank is willing to lend said sum to Blackhawk upon the terms and
conditions set out below.

D. Concorde and Lien, respectively, wish to facilitate the Loan
contemplated hereby by guaranteeing or otherwise providing security for the
repayment of said Loan.

NOW, THEREFORE, for and in consideration of the Property and other good
and valuable consideration, the parties covenant and agree as follows:

ARTICLE 1. DEFINITIONS

1.1 DEFINED TERMS. As used herein, the following terms shall have the
meanings specified below:

"Appraisal" means the Complete Appraisal, Self-Contained Report of the
Jazz Alley Casino, Black Hawk, Colorado prepared by Hospitality Real Estate
Counselors, Inc. dated September 17, 2002.

"Business Day" means any day other than [i] a Saturday or a Sunday or
[ii] a day on which banking and savings and loan institutions in Rapid City,
South Dakota are authorized or required by law to be closed.

"Collateral" means the Property securing payment of the Loan pursuant
to the Deed of Trust and Security Agreement.

"Casino" means the physical building structure and operation know as
the "Jazz Alley Casino" to be renamed and operated in the future as the "Golden
Gulch Casino."

"Government Authority" means any government body or regulatory
authority exercising jurisdiction over Borrower or the Facilities.

"Permitted Encumbrances" means any of the following: (a) a purchase
money mortgage or security interest, installment sale contract, financing lease,
or similar encumbrance on personal property so long as the aggregate principal
balances so secured do not exceed $250,000.00; (b) liens permitted under any
other Section hereof, the Security Agreement, the Deed of Trust, or any document
that secures the obligations of Borrower under the Loan Documents; ( c) clouds
on title, title defects or irregularities, utility, access and other easements
and rights-of-way, restrictions and exceptions that do not materially interfere
with or impair the value, usefulness or integrity of any material portion of the
Property, or the present or intended operations thereof; (d) zoning or similar
laws that do not materially interfere with or impair the value, usefulness or
integrity of any material portion of the Property, or the present or intended
operations thereof; (e) those items identified in Exhibit A hereto as additional
Permitted Encumbrances, which are to be released upon the closing of the Casino
Purchase; (f) liens on vehicles; (g) liens for taxes or assessments or other
governmental charges or levies, either not yet due and payable or which are
being contested in good faith; (h) non-consensual liens imposed by operation of
law including, without limitation, landlord liens for rent not yet due and
payable, and liens for materialmen, mechanics, warehousemen, carriers,
employees, workmen, repairmen, current wages or accounts payable not yet
delinquent, and arising in the ordinary course of business or being contested in
good faith by appropriate proceedings and subject to maintenance of adequate
reserves; and (i) any item consented to by Lender.

"Personal Property" shall have the same meaning as defined in the
Security Agreement.

"Property" means the sum of all the "Real Property" and all the
"Personal Property" used in connection with the business enterprise contemplated
herein.

"Real Property" shall mean the entirety of Lots 11, 12, 13, and a
perpetual easement on the westerly 14 feet of Lot 14 (all within Block 49, in
the City of Black Hawk, County of ▇▇▇▇▇▇, State of Colorado), the Casino, and
all other structures, improvements and appurtenances thereon and as further
defined in the Deed of Trust and subject only Permitted Encumbrances.

"Secured Obligations" shall have the same meaning as defined in the
Security Agreement.

1.2 OTHER DEFINED TERMS. Each of the following terms is defined in the
Section set forth opposite such term below:

Advance..................................................................2.5.4
Agreement.........................................................Introduction
Bank..............................................................Introduction
Blackhawk.........................................................Introduction
Closing..................................................................2.4.1
Closing Date...............................................................2.1
Concorde..............................................................Recitals
Concorde Guaranty..........................................................2.3
Deed of Trust............................................................3.1.1
Default Rate.............................................................7.2.2
Documents................................................................4.1.1
Due Date...................................................................2.2
Event of Default...........................................................7.1
Guaranties.................................................................3.2
Indemnification Agreement..................................................4.7
Lender............................................................Introduction
Lien..................................................................Recitals
Lien Guaranty..............................................................3.2
Loan.......................................................................2.1
Note.......................................................................2.2
Obligations................................................................3.1
Security Agreement.......................................................3.1.2
Security Instruments.....................................................3.1.3
Subordination Agreement....................................................4.2
UCC....................................................................4.15.11

ARTICLE 2. LOAN

2.1 LOAN. Subject to the terms of this Agreement, on December 4, 2002
[or such other date as the parties shall mutually agree in writing]
["Closing Date"] Bank will lend to Blackhawk, and Blackhawk will borrow
from Bank, the sum of Two Million Eighty Thousand Dollars [$2,080,000]
["Loan"].

2.2 TERM/PREPAYMENT. Commencing on Monthly Payment Date, as defined in the
Promissory Note, all accrued interest shall be payable monthly. The
entire principal balance and all remaining unpaid accrued interest
shall be due and payable one [1] year from the execution of the
Promissory Note evidencing said Loan ["Due Date"], which note shall be
in substantially the form attached hereto as Exhibit B [the "Note"];
provided, however, that said principal or any part thereof may, at
Blackhawk's option, be prepaid at any time without notice and without
penalty.

2.3 INTEREST. Except as otherwise provided herein, the unpaid principal
balance of the Loan shall bear interest at the fixed rate of ten
percent [10%] per annum. Accrued interest shall be paid on the first
day of each and every month after disbursement of the Loan proceeds
until the principal balance is fully paid.

2.4 OTHER PAYMENTS. In addition to payment of principal and interest as
above set out, Blackhawk shall pay to Bank:

2.4.1 Loan Origination Fee. A non-refundable loan origination fee of
Forty-One Thousand Six Hundred Dollars [$41,600] [two percent
[2%] of the Loan]. Said fee shall be paid in two installments,
Twenty Five Thousand Dollars [$25,000] having been paid prior
to the date of this Agreement, and the second installment of
Sixteen Thousand Six Hundred Dollars [$16,600]to be paid at
the closing of the Loan ["Closing"].

2.4.2 Late Payment Fee. A late payment fee of five percent [5%] of
each installment payment which is made ten [10] calendar days
or more after the date it is due.

2.5 USE OF PROCEEDS. Blackhawk specifically covenants and agrees that it
will apply all of the Loan Proceeds to the purchase of the Property
[the "Casino Purchase"].

Loan Proceeds are to be applied towards the Casino Purchase as follows:

2.5.1 One Million Dollars [$1,000,000] for the purchase of the
Casino and subadjacent Lots 11 and 12.

2.5.2 Five Hundred Seventy Five Thousand Dollars [$575,000] for the
purchase of subadjacent Lot 13 and a perpetual easement on the
westerly 14 feet of Lot 14.

2.5.3 One Hundred Thousand Dollars [$100,000] as working capital and
for renovations and repairs to Property to be advanced to
Blackhawk subject to Advancement and Disbursement provisions
of the this Agreement.

2.5.4 Remaining Balance of the Loan Proceeds less the above amounts
["Balance"] to be advanced to Blackhawk in sums as required
for purchase of furniture, fixtures and equipment subject to
Advancement and Disbursement provisions of this Loan Agreement
[an "Advance"]

2.6 ADVANCEMENT AND DISBURSEMENTS. Notwithstanding any other provision
herein:

2.6.1 Lender shall have no obligation of any nature to fund any
Advance unless:

2.6.1.1 no Event of Default has occurred and is continuing;

2.6.1.2 all representations and warranties of Borrower in
each Loan Document are true and correct in all
material respects;

2.6.1.3 all conditions as to the effectiveness of this
Agreement (unless waived in connection with the
execution of this Agreement) shall have been
satisfied; and

2.6.1.4 Lender has received a signed certificate of the
President of Borrower stating that after giving
effect to the Loan, the representations and
warranties contained herein are true and accurate and
that no Default or Event of Default exists as of the
Advance Date.

2.6.2 It shall be a condition precedent to all Advances subsequent
to the first Advance that all conditions precedent to the
first Advance set forth herein have been satisfied. Provided
the conditions precedent to the first Advance are satisfied,
not more often than monthly, Borrower may submit an
application requesting an Advance of Loan funds to pay costs
actually incurred in the construction of renovations and
repairs to the Property and purchase of furnishings, fixtures
and equipment as incurred to date less the amount of all
previous Advances for the same. Borrower may request an
Advance only for:

2.6.2.1 Work and material incorporated in the renovations and
repairs and if approved by Lender, cost of materials
to be incorporated in the Property and which are
securely stored on site, with scheduled insurance
against loss, theft or damage and for which title
rests in Borrower free of liens, other than Permitted
Encumbrances;

2.6.2.2 Costs of Equipment to be installed on the Property
and which is securely stored on site (or in a bonded
warehouse with prepaid storage fees with
warehouseman's receipt delivered to Lender) with
scheduled insurance against loss, theft or damage and
for which title rests in Borrower free of liens,
other than Permitted Encumbrances; no retainage shall
be deducted from any Advance; and

2.6.2.3 Cost of or furnishing, fixtures and equipment
associated with conducting business thereon.

2.6.3 Each application for an Advance shall be submitted to Lender
at least ten [10] days prior to the date on which an Advance
is requested. Each application requesting an Advance shall
clearly set forth the amounts due to Borrower out of the
requested Advance and shall be accompanied by:

2.6.3.1 waivers of mechanic's liens and materialman's liens
for all work done and all materials furnished to the
Property and included in the previous application for
an Advance delivered by the respective party or
parties performing the work and/or furnishing the
materials;

2.6.3.2 such other supporting evidence, including invoices
and receipts as may be reasonably requested by Lender
to substantiate all payments which are to be made out
of the Advance or to substantiate all payments then
made in respect to the Property;

2.6.3.3 evidence of appropriate insurance coverage insuring
the materials while in storage and naming Lender as
loss payee;

2.6.3.4 as to each approved Advance for Equipment delivered
to the Property:

a.) invoices for the same passing good,
merchantable title to the Equipment to the
Borrower and including in the sales price
all sales and use taxes, value added tax,
goods and services tax and any other
applicable taxes due with respect to the
Equipment, and all freight, shipping and
delivery charges; and

b.) evidence of appropriate insurance coverage
insuring the Equipment while in storage and
naming Lender as loss payee; and

c.) delivery in the name of the Borrower to the
Property (or into a bonded warehouse with
prepaid storage fees with warehouseman's
receipt delivered to Lender) in undamaged
condition and in a condition which is ready
for immediate installation or adequate
storage at the Property.

2.6.3.5 Provided the conditions of the Loan Agreement are met
on the date of an Advance, Lender shall advance to
Borrower the Advance set forth in the Borrower's
application for an Advance. Notwithstanding anything
herein to the contrary, the entire principal balance
of the Loan shall bear interest at the Interest Rate
set forth in the Note from and after the date of
Closing. In the event all or any portion of the
Balance amount set aside for the purchase of
furnishing, fixtures and equipment is not advanced
within 180 days of the Closing, such remaining
balance shall be applied by Lender as a prepayment of
the Note Principal Balance.

ARTICLE 3. SECURITY FOR REPAYMENT OF LOAN - GUARANTY

3.1 SECURITY INTERESTS. To secure repayment of the Loan, interest thereon,
and the additional sums described in Article 2 above [collectively the
"Obligations"], Blackhawk shall grant, or cause to be granted, to Bank
security interests of the first position in its Real Property and
Personal Property by executing, inter alia, the following instruments:

3.1.1 Deed of Trust; Assignment of Leases and Rents; Fixture Filing.
Deed of Trust, Assignment of Leases and Rents, and Fixture
Filing, in substantially the form attached hereto as Exhibit C
["Deed of Trust"], on the Real Property and fixtures acquired
by Blackhawk in the contemplated transaction.

3.1.2 Security Agreement. Security Agreement, in substantially the
form attached hereto as Exhibit D ["Security Agreement"],
granting the Bank a first security interest in all of the
Personal Property acquired in the Casino Purchase and used
with respect to the operation of the Golden Gulch Casino.

3.1.3 Security for Cost and Fee. The Deed of Trust, Security
Agreement and any other security instrument securing the Loan
[collectively the "Security Instruments"] shall secure all
Secured Obligations of Blackhawk including but not limited to
those cost and expenses described in Section 7.3.

3.2 GUARANTIES. A full and unconditional Guaranty, in substantially the
form attached hereto as Exhibit E, [the "Lien Guaranty"], executed by
Lien and a full and unconditional Guaranty, in substantially the form
attached hereto in Exhibit F [the "Concorde Guaranty" and together with
the Lien Guaranty, the "Guaranties"] executed by Concorde.

ARTICLE 4. CONDITIONS OF LOAN

Notwithstanding anything contained herein to the contrary, Bank's
obligations hereunder are expressly conditioned upon the following:

4.1 ESTABLISHMENT OF ACCOUNT. Blackhawk shall have established, prior to
the Closing Date, one or more business accounts with Bank, with the
reasonable expectation of maintaining said account during the term of
the Loan.

4.2 SUBORDINATION OF PAYMENTS ON EXISTING INDEBTEDNESS. Blackhawk shall
have delivered to Bank an executed Subordination Agreement, in
substantially the form attached hereto as Exhibit G [the "Subordination
Agreement"], by which Lien subordinates to a position secondary to the
payments required by this Agreement his right to receive any payments
from Concorde on indebtedness existing prior to the date hereof until
such date as the Loan [including interest and other items described in
Section 2.4 above] is fully paid; provided, however, said agreement
shall prohibit Concorde from making payments to Lien only during such
period or periods as any payment due hereunder from Blackhawk is in
default. For purposes of this Section 4.2, default shall be deemed to
mean the failure by Blackhawk to make a payment on the date it is due.

4.3 REAL PROPERTY MATTERS. With respect to the Real Property, Blackhawk
shall have delivered to Bank:

4.3.1 Evidence of Title. Evidence that fee simple title for the Real
Property [clear of all encumbrances except Permitted
Encumbrances] will be held by Blackhawk as of the date of
Closing. In the event Blackhawk is to acquire title subsequent
to the execution of this Loan Agreement, it shall deliver to
Bank copies of the purchase agreements or contracts of sale
and purchase by which it is to acquire such title.

4.3.2 Survey. An ALTA/ACSM survey showing the exterior lines of the
Real Property, the location of all improvements thereon,
showing them to be within the exterior lines, and showing no
easements, rights-of-way or encroachments except for Permitted
Encumbrances. The survey shall be currently certified by a
licensed civil engineer or registered land surveyor to the
Bank and title insurer by name, and the certification shall
state that there are no easements, rights-of-way or
encroachments except as shown on the survey. Such survey shall
be submitted to Bank as soon as practicable, but shall not be
a condition to Closing of the Loan.

4.3.3 Appraisal. A copy of the appraisal.

4.3.4 Title Insurance Commitment. A commitment by First American
Title Insurance Company or another title insurance company
acceptable to Bank, effective as of Closing Date, in form and
substance satisfactory to Bank to issue its policy of extended
coverage title insurance which:

4.3.4.1 names the Bank as insured in the principal amount of
the Loan,

4.3.4.2 insures the Deed of Trust to be a valid first lien on
the Real Property,

4.3.4.3 includes an endorsement insuring over the general
exceptions of such policy, and

4.3.4.4 is free from exception for

a.) mechanics, contractors or materialmen's
liens and lien claims,

b.) rights and claims of parties in possession
[other than lessees approved by Bank],

c.) easements or claims of easements not shown
by the public records except for Permitted
Encumbrances, and [iv] any other exceptions
not approved by Bank. The Lender shall also
have received an endorsement to such
commitment stating its effective date to be
the Closing Date.

4.3.5 Zoning and Certificate of Occupancy. Evidence satisfactory to
Bank that all improvements on the Real Property and uses
thereof comply with applicable building and zoning ordinances
as well as use restrictions and codes and that all required
licenses, permits and instruments of record necessary for the
lawful use and operation of the Property [other than any
licenses or permits required or casino or gaming operations]
are in full force and effect.

4.3.6 Taxes and General Assessments. Evidence satisfactory to Bank
that all real property taxes and general and special
assessments [whether levied or to be levied] with respect to
the Real Property for 2001 and preceding years have been fully
paid or will be paid upon the closing of the Casino Purchase.
If payment is not possible [as with real property taxes for
the period of 2002 which precedes Closing] by reason of
governmental regulations, evidence shall be provided that an
adjustment has been made at Closing requiring the sellers of
the Real Property to bear their pro rata share of such tax or
assessment.

4.3.7 Condition of Property at Closing. The Property shall be in
good condition at the time of Closing, substantially undamaged
by fire or other hazard and shall not have been made the
subject of condemnation proceedings.

4.4 NO TRANSFERS. Blackhawk shall not change the legal, beneficial or
equitable ownership of the Property by selling, assigning, conveying or
encumbering [other than Permitted Encumbrances] the Property, or any
material portion thereof, to any person except Bank without Bank's
prior written consent.

4.5 PERMITS AND LICENSES. Blackhawk shall possess all permits and licenses,
required to carry on the business contemplated by this Agreement [other
than any licenses or permits required for casino or gaming operations]
and shall have submitted and continue to submit evidence thereof as
Bank requires from time to time. Upon Closing Blackhawk shall
diligently pursue all licenses and permits required for casino or
gaming operations and shall submit to Bank evidence of such pursuit or
possession thereof.

4.6 FINANCIAL STATEMENTS. Blackhawk shall furnish to Bank within ninety
[90] days after the end of each fiscal year an audited balance sheet
and audited statements of income and expenses and cash flow of
Concorde, all in reasonable detail, in form and content satisfactory to
Bank, which have been prepared by an independent certified public
accountant in accordance with generally accepted accounting principles.

4.7 HAZARDOUS SUBSTANCES. At the time of Closing there shall not be located
anywhere in, on or about the Real Property any toxic or hazardous
substance, hazardous waste, hazardous facility, pollutant or
contaminant [including but not limited to petroleum products,
polychlorinated biphenyls and urea-formaldehyde], as defined in any
applicable local, state or federal statute, regulation, code or
ordinance, except as permitted by and in compliance with any such
applicable law. Thereafter Blackhawk shall not permit any such
substance or material to be stored in or about the Real Property,
except as permitted by and in compliance with any applicable law.
Further, the Blackhawk agrees if Bank, in its sole discretion,
determines at any time that materials containing asbestos exist on the
Real Property and present a health hazard, or removal or containment of
the materials containing asbestos or any other hazardous substance from
the Real Property is required by applicable laws or governmental or
regulatory authorities, Bank may, in its sole discretion, require
removal or containment of such material containing asbestos or any
other hazardous substance at Blackhawk's expense. Blackhawk agrees to
indemnify Bank from and against any and all liability, claims, demands,
costs and expenses [including reasonable attorney fees] resulting from
or due to the release or threatened release of materials containing
asbestos or any other hazardous substance which were or are claimed or
alleged to have been located on or removed from the Real Property by
any person at any time. An Indemnification Agreement executed by
Blackhawk, binding upon the successors and assigns of Blackhawk, in
substantially the form attached hereto as Exhibit H ["Indemnification
Agreement"] shall be delivered to Bank at or prior to the Closing. The
indemnification shall remain effective whether the discovery of
asbestos or any other hazardous substance occurs prior to or subsequent
to Bank's acquisition of the Real Property as a result of any
foreclosure sale or action taken in lieu of a foreclosure sale and may
be enforced at any time by Bank.

4.8 LIENS. Except for Permitted Encumbrances, Blackhawk will keep the
Property free from all liens, encumbrances and security interests of
every nature heretofore or hereafter arising.

4.9 SLOT MACHINES DATA. A breakdown of the number and denomination of slot
machines securing the Loan as of the date of this Agreement is attached
hereto as Exhibit I.

4.10 ADDITIONAL DOCUMENTS. Blackhawk shall provide such additional documents
as Bank shall, in its sole discretion, deem necessary in the course of
underwriting the transactions contemplated by this Agreement.

4.11 CONTINUATION OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Blackhawk contained in this Agreement, in the Documents
and in any certificate or other instrument delivered pursuant to the
provisions hereof or in connection with the transactions contemplated
hereby [the "Documents"], as applicable shall survive Closing, shall be
and remain true and correct in all material respects throughout the
term of this Agreement, and shall inure to the benefit of the Lender,
and its successor and assigns.

4.12 COVENANTS. As applicable, Blackhawk, Concorde and Lien shall have
performed and complied with all material terms, covenants and
conditions of this Agreement and the Documents.

4.13 NO DEFAULT. Prior to Closing, there shall exist no Event of Default or
event which with notice or lapse of time, or both, would constitute an
Event of Default, under this Agreement or the other Documents.

4.14 RELEASE OF LIENS. If Bank so requests, for any prior security interest,
lien or encumbrance in the Collateral that is not a Permitted
Encumbrance, Blackhawk shall obtain the release and discharge of such
security interest, lien or encumbrance, including any financing
statement or recorded lien filed to perfect such interest, lien or
encumbrance.

4.15 DELIVERY OF DOCUMENTATION. In addition to other documentation required
herein, Blackhawk, at its sole cost and expense, shall have delivered
to Bank the following documents, duly executed by the appropriate
party:

4.15.1 Promissory Note. The Note executed by Blackhawk.

4.15.2 Security Agreement. The Security Agreement executed by
Blackhawk and acknowledged by Bank.

4.15.3 Deed of Trust. The Deed of Trust, Assignment of Leases and
Rents, and Fixture Filing executed by Blackhawk, notarized and
filed with ▇▇▇▇▇▇ County, Colorado.

4.15.4 Instrument Granting Security Interest. Financing Statement
filed with the Secretary of State of the State of Colorado.

4.15.5 Guaranties. The Lien Guaranty executed by Lien and the
Concorde Guaranty executed by Concorde.

4.15.6 Certificates of Trade Name. A Certificate of Trade Name
evidencing that Golden Gulch Casino is a trade name used by
Blackhawk, and that said trade name has been registered with
the State of Colorado.

4.15.7 Corporate Organizational Documents and Resolutions. With
respect to Blackhawk and Concorde, articles of incorporation,
bylaws, and a certificate of the appropriate corporate
representative, to be dated November 7, 2002, certifying as
true and accurate and in full force and effect as of that
date, copies of current resolutions of the Board of Directors
of each company authorizing it to enter into and perform this
Agreement and to execute, deliver and honor and perform all
ancillary Documents to which it is a party, and authorizing
the persons who have executed or will execute this Agreement
and the Documents, as applicable to such company.

4.15.8 Certificates of Good Standing. Certificates as of the most
recent date practical of the appropriate secretaries of state
that Blackhawk and Concorde are corporations in good standing
in the State of Colorado.

4.15.9 Officers' Certificates. A certificate executed by a
responsible officer of Blackhawk dated as of the date of
Closing, certifying that on that date [i] Blackhawk has good
title to all Collateral, [ii] no Event of Default or event
which, with notice or lapse of time, or both, would constitute
an Event of Default, has occurred, and is continuing, and
[iii] the representations and warranties contained in this
Agreement and the Documents are true and accurate on and as of
that date.

4.15.10 Certificates of Insurance. Certificates of insurance in favor
of Bank evidencing insurance policies required by Lender in
accordance with Section 4.18

4.15.11 Financing Statements. Uniform Commercial Code ["UCC"]
financing statements of Blackhawk in form and substance
satisfactory to Bank, evidencing Bank's security interest in
the Collateral designated thereon, to be filed with the
Colorado Secretary of State.

4.15.12 Mechanic Liens. Evidence satisfactory to Bank that no unpaid
bills for improvements to the Property exist which may give
rise to mechanics, materialmen or similar liens arising by
operation of applicable law should any such bills remain
unpaid.

4.15.13 Indemnification Agreement Regarding Hazardous Substances. The
Indemnification Agreement executed by Blackhawk, indemnifying
the Bank from liability, claims, costs, demands and expenses
regarding asbestos or hazardous materials as provided in
Section 4.7 hereof.

4.15.14 Other. Such other agreements, certificates or other documents
as shall be deemed necessary or desirable in the good faith
opinion of Bank or its counsel in order to fully and
completely perfect, preserve or protect Bank's interests
hereunder and Bank's security interests in the Collateral.

4.16 OPINION BY BLACKHAWK'S ATTORNEY. An opinion of counsel for Blackhawk
and Concorde satisfactory in form and content to Bank and generally in
the form, substance and format of Exhibit J attached hereto, as to the
due authorization, execution, delivery, validity and enforceability of
this Agreement, the Note, the Deed of Trust, the Security Agreement,
the Guaranties, the Subordination Agreement and the Indemnification
Agreement.

4.17 FIXTURES; EQUIPMENT; PERSONAL PROPERTY. All fixtures, equipment and
Personal Property covered by the Deed of Trust and Security Agreement
as of Closing shall be paid for in full at or prior to Closing and
Blackhawk shall file a financing statement in accordance with Section
4.15.11 in favor of the Bank with respect thereto. Bank shall have
received from Blackhawk evidence of a UCC search showing only said
financing statements in favor of Bank of record and showing no
effective UCC financing statements, except for any financing statement
that will be terminated upon closing of the Casino Purchase.

4.18 INSURANCE. Blackhawk shall maintain insurance as follows:

4.18.1 Fire and Extended Coverage. Blackhawk shall keep the
buildings, structures, fixtures, equipment, other equipment,
inventory, Personal Property and other improvements now
existing or hereafter erected or placed on the Real Property
insured against loss by fire, perils of extended coverage and
such other hazards, casualties and contingencies as required
by Bank in an amount at least equal to the replacement cost of
the Property and in no event less than the unpaid indebtedness
secured by the Deed of Trust outstanding at any given time.
The policies shall include "all risk" coverage and shall be

satisfactory in form and substance to Bank. All insurance
shall be carried with companies approved by Bank, and
Blackhawk's policies and renewals thereof shall:

4.18.1.1 contain a waiver of defense based on co-insurance,

4.18.1.2 be assigned and pledged to Bank as additional
security, and

4.18.1.3 have attached thereto standard mortgagee and loss
payee clauses in form acceptable to Bank.

4.18.2 Steam Boiler Coverage. If steam boilers or similar equipment
for generation of steam are located in, on or about the Real
Property, Blackhawk shall maintain insurance against loss or
damage by explosion, rupture or bursting of such equipment and
appurtenances thereto, without a co-insurance clause, in an
amount satisfactory to Bank and containing a standard mortgage
clause in form acceptable to Bank.

4.18.3 Flood Coverage. If the Real Property or any part thereof is
located in a flood hazard area for which flood insurance is
available, Blackhawk shall maintain flood insurance insuring
the existing and contemplated improvements on the Real
Property in an amount of at least the unpaid indebtedness
secured by the Deed of Trust outstanding at any given time or
in such lesser amount to which Bank may agree in writing or as
Blackhawk is then able to obtain. Said flood coverage shall
contain standard mortgagee and loss payee clauses in form
acceptable to Bank.

4.18.4 Comprehensive General Liability Coverage. Blackhawk shall
maintain comprehensive general liability insurance, naming
Bank as an additional insured, with a combined single limit of
at least the principal amount of the Loan, insuring against
claims arising from any accident or occurrence in or upon the
Real Property.

4.18.5 Insurers. All insurance policies shall be issued by companies
approved by Bank.

4.18.6 Notices Regarding Insurance. Blackhawk shall provide copies of
all such insurance policies to Bank prior to Closing and shall
provide notice to Bank within ten [10] days of any notice of
cancellation or nonrenewal of such policies.

ARTICLE 5. TERMINATION

Bank's obligation to make the Loan is conditioned upon the performance
by Blackhawk, of each and every obligation and covenant and the accuracy of each
representation and warranty

contained in this Agreement. Bank's obligation hereunder may, at Bank's option,
be terminated by Bank, by written notice to Blackhawk at the address specified
herein if:

5.1 CHANGE IN SECURITY. There is any material adverse change in the
security for the Loan.

5.2 FALSE INFORMATION. The application or any information, representation
or warranty contained therein or furnished to Bank in connection with
the Loan shall have contained at the time made or furnished or at any
time thereafter any material untrue statement or at any such time shall
have omitted to state any fact necessary to make the application,
warranty, representation or information not materially misleading.

5.3 FAILURE TO DELIVER DOCUMENTS. Blackhawk, Concorde or Lien, or any one
or more of them, fails to deliver properly executed Loan Documents
required to be executed by such person or entity or Blackhawk fails to
perform any of the terms, conditions or agreements of this Agreement.

5.4 INABILITY TO MEET CONDITION BY CLOSING DATE. In the reasonable judgment
of Bank any condition contained in this Agreement cannot be fulfilled
by the Closing Date and Concorde fails to fulfill such condition within
20 days after notice from Bank of such unfulfilled condition.

5.5 INSOLVENCY, ETC. A petition in bankruptcy or insolvency is filed by or
against Blackhawk, Concorde or Lien or an assignment for the benefit of
creditors is made by any of said named parties which is not withdrawn
or dismissed, cancelled and/or terminated within ninety [90] days after
the filing of the same or entry into the same. If Bank's obligations
hereunder are terminated pursuant to this Article 5, Bank shall incur
no liability by reason thereof. Blackhawk agrees to pay all costs and
expenses reasonably incurred by Bank in connection with the Loan,
including but not limited to those described in Article 2, except in
the event that Bank fails to make the Loan for any reason other than
because of breach by Blackhawk of this Agreement.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Blackhawk, represents and warrants to Bank:

6.1 CORPORATE EXISTENCE. Blackhawk is a corporation, duly organized and
validly existing under the laws of the State of Colorado and it is duly
authorized and qualified under all applicable laws, regulations,
ordinances and orders of public authorities to carry on business in
each state and county where such qualification is necessary and to own
and hold property.

6.2 FILING AND EXECUTION OF DOCUMENTS. Blackhawk shall from time to time do
and perform such other and further acts and execute and deliver any and
all such further instruments as may be required by law or reasonably
requested by Bank to establish, maintain and protect Bank's security
interest in any of the Collateral or in the Real Property securing
repayment of the Loan as provided by this Agreement.

6.3 ANTI-FORFEITURE. Blackhawk has not committed and shall not commit,
permit or suffer to exist any act or omission affording the federal
government or any state or local government the right of forfeiture as
against the Property, or any part thereof, or any moneys paid in
performance of its obligations under this Agreement, the Note or under
any other Document contemplated by this Agreement. In furtherance
thereof, Blackhawk hereby indemnifies Bank and agrees to defend and
hold Bank harmless from and against any loss, damage or injury by
reason of the breach of the covenants, agreements, warranties and
representations set forth in the preceding sentence. Without limiting
the generality of the foregoing, the filing of formal charges or the
commencement of proceedings against Blackhawk with respect to the
subject matter of this Agreement, against Bank, or all or any of the
Property of Blackhawk under any federal or state law for which
forfeiture of such Property or any part thereof or of any moneys paid
in performance of the obligation of Blackhawk under any Document
pertaining hereto shall, at the election of Bank, constitute an Event
of Default hereunder without notice or opportunity to cure.

6.4 MEETING. The responsible officers of Blackhawk shall meet from time to
time with Bank's designated representative to review information
regarding Blackhawk in Concorde's consolidated financial statements and
such other information regarding the operation of Blackhawk's
businesses as may be reasonably requested by Bank to monitor
Blackhawk's financial condition and the status of the Collateral.

6.5 COVENANTS REGARDING COLLATERAL. Until all amounts owed under this
Agreement, the Note and other ancillary Documents regarding the
transactions contemplated by this Agreement have been paid in full or
otherwise satisfied under the terms of this Agreement, Blackhawk shall
not sell or relocate all or any portion of the Collateral except for
sales in the ordinary course of business and sales of obsolete
equipment or machines. Blackhawk shall not encumber the Collateral
[except for Permitted Encumbrances]. Bank may give its prior written
consent to any sale, relocation or encumbrance of any Collateral upon
the express terms and conditions set forth in such consent.

6.6 POWER TO ENTER INTO AGREEMENT. Blackhawk has full right, power and
authority to enter into and perform this Loan Agreement and the
Documents and to grant all of

the rights granted and agreed to be granted pursuant to this Agreement
and the Documents.

6.7 AUTHORIZATION. Blackhawk has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and
the other Documents, including but not limited to all necessary
corporate action required by its articles of incorporation and bylaws.

6.8 CREDIT REPORTS. All credit information submitted to Bank is or will be,
as the case may be, true and correct in all material respects.
Blackhawk authorizes Bank to make such credit investigations and obtain
such credit reports and other financial information, written or oral,
respecting its credit and financial position as Bank may, from time to
time, deem necessary or desirable.

6.9 NO ADVERSE CHANGE IN FINANCIAL CONDITION. There shall have been no
material, adverse change in the interim period from the date of this
Agreement to the Closing in the condition of Blackhawk or Concorde or
in the assets, net worth or credit standing of Blackhawk, Concorde or
Lien.

6.10 NO CONFLICT, VIOLATION OR CONSENT REQUIRED. The execution, delivery and
performance of, and the compliance with the provisions of each of the
Documents, do not and will not violate any provision of any applicable
law or any provision of the articles of incorporation and bylaws of
Blackhawk, and will not conflict with, require consent under any
provision of, result in any breach of any of the terms, conditions or
provisions of, result in the creation or imposition of any lien, charge
or encumbrance upon any of the properties or assets of Blackhawk
[except as contemplate by this Agreement] pursuant to the terms of or
constitute a default under or conflict with, any other indenture,
contract, mortgage, deed of trust or other agreement or instrument to
which Blackhawk is a party or by which Blackhawk is bound. Blackhawk is
bound except for such violation, conflicts, breaches or defaults that
would not have a material adverse effect on Blackhawk's condition,
business or prospects and except for such consents as have been
obtained and are in full force and effect. Blackhawk shall not enter
into other contractual obligations which will restrict or impair its
obligations under this Agreement or any other Document. The execution,
delivery and filing of the Security Agreement and any financing
statements, Deed of Trust or other lien Document and the creation of
the lien, mortgage, encumbrance, preference or security interest
contemplated thereby will not require the consent or approval of any
person or entity not a party to this Agreement except for such consents
or approvals as have been obtained and are in full force and effect.

6.11 BINDING EFFECT. This Agreement constitutes, and the Note and each of
the other Documents, when executed and delivered by Blackhawk, will
constitute valid obligations of

Blackhawk and will be binding and enforceable against Blackhawk in
accordance with their respective terms, except as may be limited herein
by applicable bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement of creditors' rights and the availability of
specific performance.

6.12 FAMILIARITY WITH TERMS. Blackhawk is fully familiar with all of the
terms, covenants and conditions of the Documents.

6.13 LEGAL PROCEEDINGS. There shall at the time of Closing be no action,
proceeding or investigation pending or threatened [or any basis
therefor] which adversely affects any material portion of the Property
or which could reasonably be expected to materially adversely affect
the condition, business or prospects of Blackhawk or could reasonably
be expected to adversely affect Blackhawk's ability to perform its
obligations under this Agreement and the Documents.

6.14 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENT. All of the
representations, warranties and agreements in this Agreement and the
Documents shall survive the Closing and shall inure to the benefit of
Bank, its successors and assigns.

6.15 PERFECTION OF LIENS AND SECURITY INTEREST. As of the date of Closing,
Bank will have a valid and perfected first priority lien on and
security interest in all the Collateral, which lien and security
interest will be enforceable against Blackhawk and will secure
Blackhawk's obligations hereunder. All filings, recordations and other
actions necessary under any laws to perfect and protect such liens and
security interests as first- priority liens and security interests in
the Collateral have been or will on the Closing be duly taken by
Blackhawk.

6.16 COMPLIANCE WITH LAWS. Blackhawk has complied with all laws,
regulations, ordinances and orders which affect in any material respect
its right to carry on its operations, perform its obligations under
this Agreement or the Documents or meet its obligations in the ordinary
course of business.

6.17 OUTSTANDING DEBT. Blackhawk is not in default under the provisions of
any agreement or instrument evidencing any outstanding indebtedness of
Blackhawk to any party or any material agreement to which Blackhawk
and/or its affiliates is currently a party.

6.18 DISCLOSURE. This Agreement does not contain any untrue statement of a
material fact and does state all material facts necessary in order to
make the statements contained herein not misleading in light of the
circumstances under which they were made. There is, to the knowledge of
Blackhawk, no fact that would materially adversely affect its business,
prospects, conditions, affairs, operations, properties or assets.

6.19 AFFIRMATIVE COVENANTS. Until all amounts owed under the Documents have
been paid in full or otherwise satisfied under the terms of this
Agreement, Blackhawk at its own expense covenants and agrees at all
times to comply with the terms of this Section 6.19.

6.19.1 Maintenance of Existence. Blackhawk shall cause to be done all
things necessary to maintain and preserve its corporate
existence, rights and franchises and shall comply with all
related laws applicable to Blackhawk.

6.19.2 Payment of Taxes. Blackhawk shall pay, indemnify and hold Bank
harmless from:

6.19.2.1 Taxes on Collateral. All taxes, assessments and
charges lawfully levied or imposed by the United
States, any state or local government, any taxing
authority or any political or governmental
subdivision of any foreign country on or with respect
to the Collateral or any part thereof; and

6.19.2.2 Other Claims. Any other claims which, if unpaid,
might become by law a lien upon Blackhawk's Property
or other Collateral required by this Agreement,
except and only to the extent that any such taxes,
assessments, charges or claims are being contested in
good faith [and for the payment of which adequate
reserves have been provided] by appropriate
proceedings conducted diligently and in good faith so
long as such proceedings do not involve a material
danger of the sale, forfeiture or loss of all or a
material portion of the Collateral.

6.19.3 Maintenance of Property and Leases. Blackhawk shall keep its
properties in good repair and condition, reasonable wear and
tear excepted, and from time to time make all necessary and
proper repairs, renewals, replacements, additions and
improvements thereto. Blackhawk shall at all times comply with
the provisions of all material leases to which it is a party
so as to prevent any loss or forfeiture.

6.19.4 Notice of Litigation. Blackhawk shall promptly notify Bank in
writing of the initiation of any litigation against Blackhawk
that, in Blackhawk's good faith judgment, could be reasonably
expected to materially and adversely affect the operations,
financial condition, property or business of Blackhawk. If any
suit is filed against any material portion of the Collateral
or if any material portion of the Collateral is otherwise
attached, levied upon or taken in custody by virtue of any
legal proceeding in any court,

Blackhawk shall promptly notify Bank thereof by telephone,
confirmed by letter, and within sixty [60] days [unless
otherwise consented to in writing by Lender] cause such
Collateral or encumbered Property to be released and promptly
notify Bank thereof in the manner aforesaid.

6.19.5 Accounts and Reports. Blackhawk shall keep true and accurate
records and books of account in which full, true and correct
entries shall be made of all dealings or transactions in
relation to its business and affairs in accordance with
generally accepted accounting principles.

6.19.6 Compliance with Laws. Blackhawk shall duly observe and conform
to all valid requirements of governmental authorities relating
to the conduct of its business or to its property or assets.

ARTICLE 7. EVENTS OF DEFAULT

7.1 EVENTS OF DEFAULT. The occurrence of one or more of the following
events [herein an "Event of Default"] shall constitute an Event for
Default under this Agreement:

7.1.1 Nonpayment. Blackhawk's failure to pay the principal, any
portion of any installment of interest, or any other payment
due under this Agreement or the Note, when such payment shall
become due and payable as therein or herein expressed, if such
failure continues for a period of ten [10] days after Bank has
officially notified Blackhawk in accordance with the provision
of this Agreement that such payment has not been received.

7.1.2 Nonperformance of Covenants, Conditions or Agreements. The
failure of Blackhawk, Concorde or Lien to comply with and duly
and punctually observe or perform, in any material respect,
any of the covenants, conditions or agreements to be performed
or observed by them or any one or more of them, contained in
this Agreement [other than Section 7.1.1 or Section 7.1.3] or
any of the Documents, if such failure continues for a period
of thirty [30] days after the earlier of: 1) the giving of
notice of such failure by Bank to Blackhawk, or 2) the date
Bank is notified of such failure by Blackhawk or should have
been so notified pursuant to the terms of this Agreement;
provided however, that such period shall at the Bank's
discretion be extended for a reasonable period of time for any
default that cannot be reasonably cured within the thirty [30]
days after such notice, if in the sole opinion of the Bank
such failure is:

7.1.2.1 capable of being remedied,

7.1.2.2 Blackhawk is proceeding promptly in good faith and
with reasonable diligence to remedy the same, and

7.1.2.3 the security of the Bank is not and will not be
materially adversely affected thereby.

7.1.3 Failure to Maintain Insurance. Blackhawk's failure to maintain
insurance as required in Section 4.18 hereof, and which
failure continues for a period of ten [10] days after Bank has
been notified or should have been notified of such failure by
Blackhawk as required in Section 4.18.

7.1.4 Bankruptcy. Blackhawk, Concorde or Lien applies for, consents
to or acquiesces in the appointment of a trustee, receiver,
liquidator, assignee, sequestrator or other similar official
for any of their respective property or makes a general
assignment for the benefit of creditors, or files a petition
or an answer seeking reorganization in a proceeding under any
bankruptcy law [as now or hereafter in effect] or a
readjustment of its indebtedness or an answer admitting the
material allegations of a petition filed against them, or any
of them, in any such proceeding, or seeks relief under the
provisions of any bankruptcy or similar law; or, in the
absence of any of the foregoing, a trustee, receiver,
liquidator, assignee, sequestrator or other similar official
is appointed for Blackhawk, Concorde or Lien or for a
substantial portion of any of the property of any such party
and is not discharged within ninety [90] days; or any
bankruptcy, reorganization, debt arrangement or other
proceeding under any bankruptcy or other insolvency law of
common law or in equity is instituted against Blackhawk,
Concorde or Lien and is not dismissed within ninety [90] days;
or, in the absence of any of the foregoing, if, under the
provisions of any law providing for reorganization or winding
up which may apply to any of said named parties, any court of
competent jurisdiction shall assume jurisdiction, custody or
control of any of said parties or of any substantial part of
any of their individual property and such jurisdiction,
custody or control shall remain in force un-relinquished,
unstayed or unterminated for a period of ninety [90] days.

7.1.5 Change in Material Representation or Warranty. Any material
representation or warranty made by Blackhawk, Concorde or Lien
and contained in any of the Documents herein otherwise
provided, or otherwise made by them or any of them to Bank
proves or becomes untrue in any material respect, and such
inaccuracy is not remedied within thirty [30] days after
notice from the Bank.

7.1.6 Material Default. Blackhawk, Concorde or Lien is in material
default in the payment or performance of any material
obligation under any promissory note, indenture, contract,
mortgage, deed of trust or other instrument to which they, or
any one or more of them, is a party or by which they, or any
one or more of them, is bound and the applicable cure period
shall have expired

7.1.7 Invalidity of Document. Any provision of any Document supplied
or required by this Agreement, including without limitation
the Security Agreement and Deed of Trust, shall for any reason
[except for acts to be performed by Bank] cease to be valid
and binding on any signatory thereto [other than the Bank] or
such signatory shall so allege in writing, or the Deed of
Trust or Security Agreement shall for any reason [except for
acts to be performed by Bank] cease to create a valid and
perfected first priority lien, mortgage, encumbrance or
security interest except to the extent permitted by the terms
thereof, in any of the property purported to be covered
thereby or the signatory to such Deed of Trust or Security
Agreement shall so allege in writing.

7.1.8 Bank Deemed Insecure Due to Suspected Event of Default. At any
time and upon determination made by Bank that it deems itself
insecure with regard to the Loan or the Guaranties and
reasonably suspects the occurrence of an Event of Default and
for which Blackhawk, upon notice by and request of Bank
specifying such Event of Default fails to provide evidence
reasonably satisfactory to Bank within 60 days of said notice
that such an Event of Default has not in fact occurred.

7.1.9 Excessive Decline in Property Value. At any time and upon
determination made by Bank that it deems itself insecure with
regard to the Loan or the Guaranties if: 1) the Bank
determines in good faith that the outstanding amount of the
Loan exceeds seventy percent [70%] of the appraised value of
the Property and so notifies Blackhawk, and 2) Blackhawk fails
to deliver to the Bank within sixty [60] days of such notice
from the Bank an appraisal by an independent qualified
appraiser setting forth an appraised value of the Property and
evidence that the outstanding amount of the Loan is less than
seventy percent [70%] of such value.

7.1.10 Failure to Obtain or Maintain Gaming License. With respect to
a gaming licence any of the following:

7.1.10.1 Blackhawk is unsuccessful in obtaining the
appropriate business gaming licenses within six [6]
months of the Closing Date;

7.1.10.2 Blackhawk is violating any term or provision of
gaming regulations relating to the Casino, which
violation materially impairs the continued operation
of the Casino in substantially the manner in which
the Casino was operated prior to such violation;

7.1.10.3 any amendment to the gaming regulations materially
impairs the continued operation of the Casino;

7.1.10.4 any termination, revocation, suspension or limitation
by any Government Authority of the right of Blackhawk
to lawfully operate any material portion of the
Casino as a gaming facility; or

7.1.10.5 Blackhawk for any reason, terminates gaming
activities at the Casino.

7.2 REMEDIES. Upon the occurrence of an Event of Default and while an Event
of Default is continuing, Bank may at its option elect to pursue any or
all of the following remedies, which are cumulative and in addition to
any other right or remedy provided by applicable law:

7.2.1 Acceleration. Without further demand, protest or notice of any
kind to Blackhawk, Concorde and Lien, Bank may declare any and
all sums and obligations due under the Documents to be due and
immediately payable and upon such declaration the same shall
become and be immediately due and payable.

7.2.2 Performance by Others. If Blackhawk fails to perform any act
it is required to perform under this Agreement or the
Documents, Bank may, but shall not be obligated to, perform or
cause to be performed such act, provided that any reasonable
expense thereby incurred by Bank and any money thereby paid by
Bank shall be a demand obligation owing by Blackhawk, and Bank
shall promptly notify Blackhawk of the amount of such
obligation, which obligation shall bear interest at the rate
of ten percent [10%] per annum ["Default Rate"] from the date
Bank makes such payment until repaid by Blackhawk. All rights
of the person receiving such payment shall be subrogated to
Bank.

7.2.3 Enforcement of Security Agreement. Bank may enforce its rights
under the Security Agreement.

7.2.4 Action for Legal or Equitable Remedy. Bank may institute one
or more legal proceedings at law or in equity for the:

7.2.4.1 Specific Performance. Specific performance of any
covenant, condition, agreement or undertaking
contained in the Documents or in aid of the execution
of any powers granted therein and/or to recover a
judgment for damages for the breach hereof,
including, without limitation, any amount due under
the Documents, either by their terms or by virtue of
such declaration, and collect the same out of any
property of Blackhawk.

7.2.4.2 Foreclosure of Security Interest. Foreclosure of its
security interest in the Collateral and the sale of
all or any part of the Collateral under the judgment
or decree of any court of competent jurisdiction.

7.2.4.3 Enforcement of Guaranties. Bank may enforce its
rights under the Guaranties.

7.2.4.4 Other. Enforcement of such other appropriate legal or
equitable remedy and not limited to those herein
expressly set forth as may, in the opinion of Bank,
be necessary to protect and enforce Bank's rights
under the transactions contemplated by this
Agreement.

7.2.5 Bank's Rights. Bank may, at its option, assert such other
rights and remedies of a secured party and of a mortgagee
under the laws of the United States or the state of Colorado
[regardless of whether such law or one similar thereto has
been enacted in the jurisdiction where the rights or remedies
are asserted], including without limitation, all rights of a
secured party under the UCC, whether or not this Agreement and
the transactions contemplated hereby are determined to be
governed by the UCC.

7.3 COSTS AND EXPENSES OF COLLECTION AND ENFORCEMENT. The party in default
shall pay to Bank on demand all reasonable attorneys fees and other
costs and expenses reasonably incurred by Bank in protecting the
Collateral or in exercising Bank's rights, powers, or remedies under
this Agreement or the Documents, together with interest on such sums at
the Default Rate from the date the costs and expenses are incurred
until fully paid. If because of the default of Blackhawk, Concorde or
Lien hereunder or under any Loan Document Bank consults an attorney
regarding the enforcement of any of its rights under any Document or if
suit is brought to enforce any Document, Blackhawk promises to pay all
reasonable costs thereof, including reasonable attorneys fees. Such
costs and attorney fees shall include, without limitation, costs and
attorney fees reasonably incurred in any appeal, forfeiture proceeding
or in any proceedings under any present or future federal bankruptcy or
state receivership or law.

7.4 ALLOCATION OF PROCEEDS. The [a] proceeds of any sale, [b] proceeds of
any insurance received by Bank under any insurance policy obtained by
Blackhawk hereunder, and [c] any and all other moneys received by Bank
with respect to the Documents, the application of which has not
elsewhere herein been specifically provided for, shall, except as
otherwise specified in any applicable Document, be applied as follows:

7.4.1 Payment of Expenses. First to the payment of all expenses and
charges, including expenses of any sale or retaking,
reasonable attorney fees, court costs and other expenses or
advances reasonably made or incurred by Bank or on Bank's
behalf, under the Documents upon an Event of Default, and to
the payment of and provision for adequate indemnity for, any
taxes, assessments or liens prior to the lien of Bank.

7.4.2 Payment of Interest. Second, to the payment of all accrued and
unpaid interest under the Note.

7.4.3 Payment of Principal. Third, to the payment of the unpaid
principal balance under the Note.

7.4.4 Other Amounts. Fourth, to the payment of all other amounts due
to Bank under the Documents; and

7.4.5 Residue. Last, upon payment in full of the Secured
Obligations, then to Grantor or its representatives, in
accordance with the UCC or as otherwise required by law or
directed by a court having jurisdiction.

7.5 INSUFFICIENT PROCEEDS. If the proceeds and other sums described in
Section 7.4 are insufficient to pay in full all amounts due to Bank
under the Documents, Blackhawk shall immediately pay such deficiency to
Bank.

ARTICLE 8. ADMINISTRATIVE AND OTHER PROVISIONS

8.1 MODIFICATIONS, CONSENTS AND WAIVER. No failure or delay by any party in
exercising any power or right hereunder or under the Note or under any
other Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power preclude any other or
further exercise thereof or the exercise of any other right or power.
No amendment, modification or waiver of any provision to this
Agreement, the Note, or any other Document, nor consent to any
departure therefrom, shall in any event be effective unless the same
shall be in writing and consented to by the party of parties to be
bound, and then such amendment, modification, waiver or consent shall
be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any party in any case shall
entitle said party to any other or further notice or demand in similar
or other circumstances.

8.2 NOTICE. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and
shall be deemed to have been duly given, made and received [i] when
delivered personally, [ii] the Business Day following transmission by
facsimile if the transmitting machine confirms successful transmission,
[iii] the Business Day

following the day deposited with a reputable, established overnight
courier service for delivery to the intended addressee against receipt,
or [iv] three Business Days following the day deposited with the United
States Postal Service as registered or certified mail, postage prepaid,
return receipt requested and addressed as follows.

If to Bank:

First National Bank
▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Branch President
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

With copy given in the manner prescribed above, to:

▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

If to Blackhawk:

Concorde Blackhawk Corporation
▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, President and
Chief Executive Officer
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

With copy given in the manner prescribed above, to:

▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

Any party may alter its notice address by notifying the other party of
such change of address in conformity with the provisions of this Section.

8.3 EXPENSES. In addition to any other payments provided for herein,
Blackhawk shall pay all expenses reasonably incurred by Bank in
connection with considering Blackhawk's loan application, the
preparation and issuance of the commitment letter, and the Closing of
the Loan, whether or not the Loan is closed. Such costs shall include,
by way of example and not by way of limitation, fees of attorneys and
independent appraisers and the costs of survey, inspection, credit
reports, recording and filing Loan Documents, and title insurance. Bank
may deduct from the Loan Proceeds amounts necessary to pay any of these
expenses not paid by Blackhawk.

8.4 ASSIGNMENT. The obligations of Blackhawk under this Agreement are not
assignable.

8.5 BROKERAGE FEES. There are no claims for brokerage commissions or like
fees payable by Blackhawk in connection with the transactions
contemplated by this Agreement. Blackhawk agrees to indemnify and hold
Bank harmless with respect to any and all losses and expenses Bank may
sustain as a result of any liability Blackhawk is deemed to have to any
broker or any claim therefor.

8.6 RIGHT TO INSPECT. At any time prior to Closing or during the term of
the encumbrance securing Blackhawk's performance of the provisions of
this Agreement, Bank shall have the right at all reasonable times and
upon reasonable prior notice to inspect the encumbered Property.

8.7 ENTIRE UNDERSTANDING. This Agreement, together with Exhibits hereto
which are hereby incorporated by reference into and made part of this
Agreement, constitutes the entire understanding of the parties
concerning the transactions contemplated herein. This Agreement
supersedes and replaces all prior communications, agreements and
understandings of the parties, written or otherwise, concerning the
transactions contemplated herein, including the letters of the Bank to
Concorde dated April 11 and September 10, 2002, and the Promissory Note
of Blackhawk [Loan No. 90779] and the documents relating thereto
including the Commercial Guaranties of Concorde and ▇▇▇▇▇▇▇▇ H. and
▇▇▇▇▇▇ ▇. ▇▇▇▇.

8.8 SEVERABILITY. In the event any provision of this Agreement is held to
be invalid or unenforceable, the validity of remaining provisions shall
be unaffected. In such event, the parties shall negotiate in good faith
to agree upon a substitute provision that is legal and enforceable and
is as nearly as possible consistent with the intentions underlying the
original provisions.

8.9 TITLES. Article and Section titles appearing herein are for convenience
only and shall not affect the meaning of the terms and provisions of
this Agreement.

8.10 BENEFIT. This Agreement shall inure to and be binding upon the
successors and assigns of Blackhawk and the Bank.

8.11 CONSTRUCTION. This Agreement has been delivered to Bank's agent and
accepted by Bank in the State of Colorado; however, Bank maintains its
principal office and conducts business, and this Agreement was
negotiated, in the State of South Dakota. In the event any provision of
this Agreement is litigated, the controversy shall be submitted to and
determined by a court of competent jurisdiction, at Bank's sole option,
in the State of South Dakota or the State of Colorado; provided,
however, that this Agreement and the Documents contemplated herein
shall be construed in accordance with the law of the State of Colorado.

8.12 PLURAL/SINGULAR AS CONTEXT REQUIRES. Words used in the singular shall
denote the plural, as the context requires, and when used in the plural
shall denote the singular as the context requires. Pronouns used
herein, whether masculine, feminine or neuter, shall be interpreted as
the context requires.

8.13 TIME OF ESSENCE. Time is of the essence hereof.

8.14 CLOSING DATE. Lender shall take reasonable effort to close the Loan on
or before December 4, 2002, at the office of the title insurance
company insuring the lien of the Deed of Trust, or at such other
location that is acceptable to Bank and Blackhawk. All required
documentation and conditions of the Loan need to be met in order to
close, or in Lender's sole discretion, determined to be able to be
provided subsequently.

8.15 FACSIMILE SIGNATURES. Signatures on this Agreement may be communicated
by facsimile transmission and shall be binding on the party
transmitting same. Documents conveying an interest in real property
shall not be transmitted by fax.

8.16 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed an
original but all of which together shall constitute one and the same
instrument.

8.17 NUMBER OF DAYS. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays, and
holidays; provided however, that if the final day of any time period
falls on a non-Business Day, then the final day shall be deemed to be
the next Business Day.

8.18 RECOVERY OF FEES BY PREVAILING PARTY. If legal action, including,
without limitation, an action for arbitration or injunctive relief, is
brought relating to this Agreement or the breach or alleged breach
hereof, the prevailing party in any final judgment or arbitration
award, or the non-dismissing party in the event of a voluntary
dismissal by the party instituting the action, shall be entitled to the
full amount of all reasonable expenses, including all court costs,
arbitration fees and actual attorneys' fees paid or incurred in good
faith.

8.19 REASONABLENESS REQUIRED. Whenever [a] this Agreement requires that any
Document or matter must be acceptable or satisfactory to or approved by
the Bank or [b] this Agreement provides that the Bank may make a
determination in its sole discretion, the Bank shall make such
determination in good faith and in its reasonable judgment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE TO FOLLOW.]

IN WITNESS WHEREOF the parties have executed this Loan Agreement as of
the day and year first above written.

FIRST NATIONAL BANK

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Branch President

CONCORDE BLACKHAWK CORPORATION

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, President and
Chief Executive Officer

STATE OF SOUTH DAKOTA )
)s.s.
County of ▇▇▇▇▇▇▇▇▇▇ )

Subscribed and sworn before me this 4th day of December, 2002 by ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, Branch President, First National Bank.
WITNESS my hand and official seal.
My Commission Expires: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------
Notary Public

STATE OF SOUTH DAKOTA )
)s.s.
County of ▇▇▇▇▇▇▇▇▇▇ )

Subscribed and sworn before me this 4th day of December, 2002 by ▇▇▇▇▇ ▇.
▇▇▇▇, President and Chief Executive Officer, Concorde Blackhawk Corporation.
WITNESS my hand and official seal.
My Commission Expires: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------
Notary Public

EXHIBIT A

PERMITTED ENCUMBRANCES

A-1

EXHIBIT B

PROMISSORY NOTE

▇-▇

▇▇▇▇▇▇▇ ▇

▇▇▇▇ ▇▇ ▇▇▇▇▇

▇-▇

▇▇▇▇▇▇▇ ▇

SECURITY AGREEMENT

D-1

EXHIBIT E

LIEN GUARANTY

E-1

EXHIBIT F

CONCORDE GUARANTY

F-1

EXHIBIT G

SUBORDINATION AGREEMENT

G-1

EXHIBIT H

INDEMNIFICATION AGREEMENT

H-1

EXHIBIT I

SLOT MACHINE DATA

15 IGTS Plus Slot Machines with a $0.25 denomination.

I-1

EXHIBIT J

FORM OF OPINION OF COUNSEL

J-1

EXHIBIT 10.28 LOAN AGREEMENT BETWEEN CONCORDE BLACKHAWK CORPORATION AND FIRST NATIONAL BANK Dated as of December 4, 2002 LOAN AGREEMENT Table of Contents

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