ASSET PURCHASE AGREEMENT

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

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

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

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

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

1.01 Assets .

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

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

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

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

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

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

(vi) all Intellectual Property;

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

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

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

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

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

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

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

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

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

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

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

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

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

(xi) the Terminated Contracts; and

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

1.02 Assumption of Certain Liabilities .

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

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

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

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

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

(ii) Seller in all other circumstances.

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

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

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

1.04 Closing; Deliveries .

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

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

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

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

1.05 Further Assurances; Post Closing Cooperation .

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

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

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

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

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

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

1.07 Governmental and Regulatory Authority Consents .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.06 Financial Statements .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.09 Legal Proceedings .

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

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

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

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

2.11 Benefit Plans; ERISA .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.14 Intellectual Property .

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

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

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

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

2.16 Taxes .

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

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

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

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

2.17 Contracts .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.21 Employees; Labor Relations .

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

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

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

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

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

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

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

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

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

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

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

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

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

Purchaser hereby represents and warrants to Seller as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.05 Delivery of Financial Statements and Reports; Filings .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

8.02 Termination of Benefits by Seller .  As of 11:59 p.m. immediately prior to the Closing Date, Seller shall cease all b