LEASE AGREEMENT

Exhibit 10.21

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Agreement”) is made this 15 th  day of July, 2006 (the “Effective Date”), by and between Millennium Gaming, Inc., a Nevada corporation (the “Landlord”), and Cannery Casino Resorts, LLC, a Nevada limited liability company (the “Tenant”).

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, in accordance with the terms and subject to the conditions set forth herein, agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.01                Definitions .  Certain terms used herein shall have the meaning ascribed to such terms as set forth in Schedule 1.

1.02                Construction .

              (a)           The words “Schedule” or “Exhibit” shall mean an enumerated schedule or exhibit all of which shall be deemed attached hereto and incorporated herein by way of the specific reference or references made in this Agreement.

              (b)           Each reference to a “Section” or an “Article” shall be deemed a reference to an enumerated provision of this Agreement.

              (c)           Section headings are used for convenience only and shall have no interpretative effect or impact whatsoever.

              (d)           All the defined terms, if defined in the singular or present tense, shall also retain such general meaning if used in the plural or past tense, and if used in the plural or past tense, shall retain the general meaning if used in the singular or present tense.

              (e)           Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

ARTICLE II

PREMISES

2.01                Premises .  Effective the Commencement Date, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, on and subject to the terms and conditions hereinafter set forth in this Agreement.

ARTICLE III

TERM; POSSESSION

3.01                Term .      This Agreement shall continue in force during a period beginning on the Commencement Date and continuing until the expiration of the Term, unless this Agreement is sooner terminated or extended to a later date under any other term or provision of this Agreement.

3.02                Possession .  Exclusive possession of the Premises shall be delivered to Tenant on the Commencement Date.

3.03                Effect of Tenant’s Holding Over .  Any holding over after the expiration of the Term, with the consent of Landlord, shall be construed to be a tenancy from month to month and shall otherwise be on the terms and conditions set forth in this Agreement, so far as applicable, except that Base Rent for any holdover period shall be equal to one hundred fifty percent (150%) of the monthly Base Rent that Tenant was required to pay for the period immediately prior to the expiration of the Term.

3.04                Renewal Terms .  Provided Tenant is not in default under the terms of this Agreement, the Tenant shall have two (2) consecutive separate options to extend the Term for successive renewal terms of sixty (60) months each.  Tenant may exercise each such renewal option by giving written notice to the Landlord at least ninety (90) days prior to the end of the initial period if this Agreement or the then current renewal term, as the case may be.  Each renewal term shall be on the same terms and conditions set forth in the Agreement for the Term; provided, however, that Base Rent shall increase at the commencement of each renewal term to an amount equal to one hundred five percent (105%) of the Base Rent due and owing during the prior term (including any previously exercised renewal term).

3.05                Surrender of Premises .  On expiration of the Term, Tenant shall peacefully and quietly surrender to Landlord the Premises and all Tenant’s Improvements and alterations in good order and condition (except for ordinary wear and tear).  If Tenant fails to surrender the Premises to Landlord either at expiration or within ten (10) days after termination of the Term, whichever first occurs, Tenant shall hold Landlord harmless from all Loss resulting from Tenant’s failure to surrender the Premises, including, without limitation, Claims made by a succeeding tenant resulting from Tenant’s failure to surrender the Premises.

ARTICLE IV

RENT; TAXES

4.01                Rent .

              (a)           Base Rent .  Tenant covenants to pay Landlord during the Term, without demand, notice, or any setoff or deduction whatsoever, the Base Rent, and all such other sums of money as shall become due hereunder, the nonpayment of which shall entitle Landlord to exercise all rights and remedies as are herein provided in the case of the nonpayment of Base

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Rent.  The annual Base Rent for each calendar year or portion thereof during the Term, shall be due and payable in advance, in twelve (12) equal installments of thirty-two thousand and 00 ¤ 100 Dollars ($32,000) (based on Two Dollars ($2.00) per Square Foot of the Improvements) on the first day of each month during the Term, and Tenant hereby covenants to pay such Base Rent to Landlord at Landlord’s address provided herein (or such other address as may be designated by Landlord in writing from time to time) monthly, in advance.  If the Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installment of Base Rent for such month or months shall be prorated, based on the number of days in such month.

                                (b)           Additional Rent .  All charges payable by Tenant hereunder other than Base Rent are called “Additional Rent.”  Unless this Agreement provides otherwise, all Additional Rent accruing for any period shall be paid with the next monthly installment of Base Rent.  Base Rent and Additional Rent are sometimes referred to collectively as “Rent.”

                                (c)           Interest on Late Payments .  Any installment of Rent not paid when due and payable shall bear interest at the Lease Interest Rate from the date due until paid.  Payments are deemed late if not paid on the tenth (10 th ) day of the month in which such Rent is due and payable.

                                (d)           CPI Adjustment .  The Base Rent shall be adjusted upward (but not downward) (and such adjustments shall become effective) on each Adjustment Date based on increases in the CPI for any Calculation Period as follows:

                     (i)            On each Adjustment Date, the increase in the CPI shall be calculated by comparing the Beginning CPI to the Ending CPI for the Calculation Period immediately preceding the applicable Adjustment Date, and calculating, on a percentage basis, changes between the Beginning CPI and the Ending CPI (for any Calculation Period, the “Applicable CPI Increase”).

                     (ii)           The Base Rent to become effective on the applicable Adjustment Date shall be an amount equal to the sum of: (A) the Base Rent during the immediately preceding Calculation Period, plus (B) an amount equal to the Base Rent during the immediately preceding Calculation Period multiplied by the Applicable CPI Increase.

4.02                Taxes .

              (a)           Tenant’s Liability .  Tenant shall pay and discharge as they become due, promptly and before delinquency, all Taxes, assessments, License fees, and Government Authority Liens, charges or levies, excised or imposed, whether general or special, or ordinary or extra-ordinary, of every name, nature, and kind whatsoever, including all Government Authority charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a Lien on or against the Premises (or really comprising a part thereof), or any part thereof, any building or buildings, or any other Improvements now or hereafter located thereon, or on or against Tenant’s leasehold estate hereby created which may be

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subject of taxation, or on or against Landlord by reason of the ownership of the fee estate of the Premises underlying this Agreement, during the entire Term, excepting only the Excepted Taxes.

Specifically, and without in any way limiting the generality of the foregoing, Tenant shall pay all special assessments, and levies or charges made by any Government Authority for local improvements and shall pay the same in cash as they shall fall due and before they shall become delinquent and as required by the acts and proceedings by which any such assessments, levies or charges are made by any Government Authority.  If the right is given to pay either in one (1) sum or installments, Tenant may elect either method of payment and Tenant’s election to pay in installments shall be binding on the Landlord.  If by making such election to pay in installments, any such installment shall be payable after the termination of this Agreement, such unpaid installment shall be prorated as to the date of termination and amounts payable after such date shall be paid by the Landlord.  All other Taxes and charges under this section shall be prorated at the commencement and expiration of the Term.

Landlord shall take all reasonable steps to have future Tax bills sent directly to Tenant from the Person imposing or levying such charges.  In the event the Person imposing or levying such charges will not send future Tax bills directly to Tenant, Landlord shall deliver same to Tenant upon receipt thereof.  Tenant shall not be liable for any interest or penalties resulting from late payment in the event Landlord fails to deliver a Tax statement to Tenant at least thirty (30) days prior to a delinquency date.

Tenant shall pay before delinquency all Taxes, assessments, License fees, and other charges that are levied and assessed against Tenant’s personal property installed or located in or on the Premises, that become payable during the Term.

              (b)           Right to Contest .  Tenant may contest the validity or amount of any Tax agreed to be paid by Tenant and/or any assessed valuation of the Premises and the Improvements located thereon and may thereupon defer the payment of any Tax so long as the validity or amount thereof shall be contested by Tenant by appropriate Action or Proceedings without expense or Liability to Landlord.  Should Tenant be unsuccessful in any such Action or Proceeding, such Taxes and any interest and/or penalties resulting therefrom shall be immediately discharged by Tenant, and Tenant shall indemnify, defend and hold Landlord harmless from all Losses that may result from Tenant’s Action or Proceeding.

Landlord shall not be required to join in any Action of Proceeding brought by Tenant unless the provisions of any Law requires that the Action or Proceeding be brought by or in the name of Landlord or any owner of the Premises.  In such event, Landlord shall join in the Action or Proceeding or permit the Action or Proceeding to be brought in Landlord’s name provided there is no cost to Landlord.  Landlord hereby irrevocably appoints Tenant as Landlord’s attorney in fact for the purpose of conducting any such Action or Proceeding and for obtaining information and material necessary for the conduct of such Action or Proceeding.

Prior to the commencement of any such Action or Proceeding, Tenant shall furnish Landlord a surety bond by an insurance company qualified to do business in the State of Nevada

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in an amount equal to one and one-half times the total amount of Taxes in dispute.  The bond shall hold Landlord and the Premises harmless from all Taxes, costs, attorneys’ fees, and Loss arising out of the Action or Proceeding and shall insure payment of any Order that may be rendered.

              (c)           Special Improvement Districts .  Landlord further covenants that if at any time during the Term any Government Authority shall undertake to create an improvement or special assessment district, the proposed boundaries of which shall include the Premises, Tenant shall be entitled to appear in any Action or Proceeding relating thereto and to exercise all rights of the Landlord to have the Premises excluded from such district, or to determine the degree of benefit to the Premises resulting therefrom.  Should either Party receive any notice or other information relating to any proposed creation of such district, the proposed boundaries of which include the Premises, such Party shall promptly advise the other Party in writing of such receipt.  Landlord shall reasonably cooperate with Tenant in any such Action or Proceeding in the event Tenant should so request, but otherwise Landlord shall not oppose Tenant in any such Action or Proceeding.

              (d)           Exclusions .  Nothing contained in this Section 4.02 shall in any manner obligate Tenant to pay all or any portion of any franchise or income or excess profit Tax or any gift, inheritance, transfer, estate or succession Tax which may be payable by the Landlord, or Landlord’s Representatives, successors or assigns, nor shall Tenant be required to pay any Taxes that might become due on account of ownership of property other than the Premises which might become a Lien on the Premises or collectible from the same (collectively, “Excepted Taxes”).  Tenant shall be obligated to pay any Tax or excise on Rents which may be imposed upon Landlord and any expenses, Taxes, charges or penalties imposed by the Environmental Law, or any Law or Government Authority hereafter vested with the power to impose Taxes, assessments or other types of surcharges as a means of controlling or abating Releases in regard to the use, occupation or occupancy of the Premises.

              (e)           Disposition of Rebates .  All rebates on account of any such Taxes, rates, levies, charges or assessments required to be paid, and paid by Tenant under the provisions hereof, shall belong to Tenant and Landlord shall, on the request of Tenant, execute any receipts, assignment, or other acquittances that may be necessary in the Premises in order to secure the recovery of any such rebates, and shall pay over to Tenant any such rebates which may be received by Landlord.

              (f)            Receipts .  Tenant shall obtain and deliver to Landlord within fifteen (l5) days prior to the delinquency date receipts or duplicate receipts for all Taxes, assessments, or other items required hereunder to be paid by the Tenant promptly upon payment thereof.

4.03                Net Lease .  Notwithstanding any other provision in this Agreement to the contrary, this Agreement is what is commonly known as a “net lease”, it being understood that Landlord shall receive the Rent set forth in this Agreement free and clear of any and all Taxes, Liens, charges or expenses of any nature whatsoever in connection with the ownership and operation of the Premises.  In addition to the Rent set forth herein, Tenant shall pay to the

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Persons respectively entitled thereto all impositions, insurance premiums, operating charges, maintenance charges, construction costs, and any other charges, costs and expenses which arise or may be contemplated under any provisions of this Agreement during the Term.  All of such charges, costs and expenses shall constitute Additional Rent, and upon the failure of Tenant to pay any of such Additional Rent.  It is the intention of the Parties that this Agreement shall not be terminable for any reason by the Tenant and that the Tenant shall in no event be entitled to any abatement of or reduction in Rent payable hereunder, except as herein expressly provided.  Any present or future Law to the contrary shall not alter this agreement of the Parties.

4.04                Late Payment Charge .  Tenant represents, warrants and covenants that the late payment by Tenant to Landlord of Rent and other sums due hereunder shall cause Landlord to incur costs not contemplated by this Agreement, the exact amount of which shall be extremely difficult to ascertain.  Such costs include, but are not limited to, processing and accounting charges.  Accordingly, if any installment of Rent or other sum due from Tenant shall not be received by Landlord within ten (10) days after such amount shall be due, Tenant shall pay to Landlord a late charge equal to five percent (5%) percent of such overdue amount.  The Parties hereby represent, warrant and covenant that such late charge represents a fair and reasonable estimate of the costs Landlord shall incur by reason of the late payment by Tenant.  Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amounts, nor prevent Landlord from exercising any of the other rights and remedies granted to Landlord hereunder.

ARTICLE V

USE; WARRANTIES

5.01                Use .  During the Term, the Premises may be occupied and used only for office space in connection with Tenant’s business and such other purposes as are normally and usually incident to such business.  Tenant covenants that it shall operate the Premises in a lawful manner.   Tenant represents, warrants and a covenants that: (a) Tenant has inspected the Premises and is fully familiar with the physical condition thereof; and (b) Landlord has made no warranties or representations, express or implied, of any kind whatsoever concerning or relating to the Premises, the condition thereof or any other matter in connection therewith, including but not limited to their physical condition, income to be derived therefrom or expenses to be incurred with respect thereto, and Landlord shall not be responsible to Tenant for any patent or latent defects or conditions therein whether ascertainable by physical inspection or otherwise.  Tenant accepts the Premises in an “AS IS” condition.  Without limiting the foregoing, Tenant’s rights in the Premises are subject to all covenants, conditions, restrictions (and other documents) recorded upon, or affecting, the Premises, and all laws, ordinances and regulations governing and regulating the use and occupancy of the Premises. There are no oral agreements, warranties or representations collateral to or affecting the Premises except as may otherwise be expressly set forth herein.

5.02                Warranties .  Tenant represents, warrants and covenants that no warranties whatsoever as to quality, condition, merchantability, use or fitness for use for any purpose, whether express or implied, have been made by Landlord.

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ARTICLE VI

IMPROVEMENTS; CONSTRUCTION; ALTERATIONS.

6.01                Ownership of Improvements .  The Parties represent, warrant and covenant that title to all Improvements shall be vested in Landlord, and that such Improvements consist of real property.

6.02                Notice of Construction; Mechanics’ Liens .  Tenant covenants that Landlord shall have the right to enter upon the Premises to post notices of nonresponsibility.  No construction, alteration, addition, improvement or repair estimated to cost in excess of Five Thousand Dollars ($5,000.00) shall be commenced except upon not less than thirty (30) days’ written notice to Landlord.  Tenant covenants to post notices of nonresponsibility on behalf of Landlord, if so requested by Landlord.

6.03                Tenant’s Duty to Keep Premises Free of Liens . Tenant shall keep the Premises and every part thereof and all buildings and other Improvements at any time located thereon free and clear of any and all mechanics’, materialmen’s, and other Liens for or arising out of or in connection with work or labor done, services performed, or materials or appliances used or furnished for or in connection with any operations of Tenant.  Any alteration, improvement, or repairs or additions which Tenant may make or permit or cause to be made, or any work or construction, by, for, or permitted by Tenant on or about the Premises or any obligations of any kind incurred by Tenant shall be promptly and fully paid and discharged by Tenant.  Tenant shall hold Landlord harmless from any and all Claims on which any Lien may or could be based, and covenants to indemnify Landlord for any Loss which may result therefrom.

If Tenant desires to contest any such Lien, Tenant shall notify Landlord of Tenant’s intention to do so within thirty (30) days after the filing of such Lien.  In such event, and provided that Tenant shall on demand protect Landlord by obtaining a good and sufficient surety bond against any such Lien and any Loss arising out of such Lien, in an amount equal to one and one-half times the amount of the Claim of Lien.  Tenant shall not be in default hereunder until thirty (30) days after the final determination of the validity thereof, within which time Tenant shall satisfy and discharge such Lien to the extent held valid; however, the satisfaction and discharge of any such Lien shall not, in any case, be delayed until execution is had on any judgment rendered thereon and such delay shall be a default of Tenant hereunder.  In the event of any such Action or Proceeding, Tenant shall protect and indemnify Landlord against all Loss resulting therefrom.

6.04                Capital Improvements/Replacements .  Notwithstanding the foregoing, Landlord shall be obligated to repair/replace portions of the Improvements and portions of the Premises of a capital nature (e.g., replacement of the roof or repaving of the parking lot); provided, however, that Landlord may charge Tenant, and Tenant shall pay for, the expense of such capital asset replacement proportionately over the remaining Term based on the remaining useful life of the improvement, on a monthly basis as Additional Rent (e.g., if there are 12 months remaining in the Term, and replacement of the roof cost the Landlord $10,000, and the roof replacement has an expected useful life of seven (7) years, Landlord may charge Tenant for one-seventh (1/7) of

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the cost of the roof replacement (or $1,428.57), payable on a monthly basis in installments of $119.05 over the remaining 12 months of the Term).

ARTICLE VII

REPAIRS AND MAINTENANCE

7.01                Landlord’s Nonresponsibility .  During the Term, Landlord shall not be required to maintain or make any repairs, or replacements of any nature or description whatsoever to the Improvements located on the Premises.  Tenant hereby expressly waives the right to make repairs at the expense of Landlord as provided by Law in effect at the time of execution of this Agreement, or in any Law which may hereafter be enacted.

7.02                Tenant’s Duty to Maintain Premises .  Throughout the Term, Tenant shall, at Tenant’s sole cost, maintain the Improvements (including the interior surface of exterior walls; all windows, doors, door frames, and door closures; all plate glass windows; all carpeting and other floor covering; all electrical equipment; all heating and air conditioning equipment; and all plumbing and sprinkler systems, if any, installed therein) on the Premises in accordance with all applicable Laws in good and sanitary order, condition, and repair, and shall make whatever repairs and replacements are required by such Laws.  All fixtures installed in the Premises by Tenant, whether as replacements or additions, shall forthwith become the property of Landlord and a portion of the property leased to Tenant.  Tenant shall take good care of the fixtures used in connection with the operation of Tenant’s business, renewing, repairing, and supplementing the same as may be necessary in the ordinary course of business.  If Tenant refuses or neglects to make repairs to and/or maintain the Premises, or any part thereof, in a manner reasonably satisfactory to Landlord, Landlord shall have the right, but shall not be obligated, to make such repairs or perform such maintenance on behalf of and for the account of Tenant.  In such event, Tenant shall pay promptly upon demand therefor, as additional rent, the cost of such work plus an overhead surcharge of fifteen percent (15%) of such cost.

7.03                Contest of Government Orders .  Tenant has the right to contest by appropriate Action or Proceeding, without cost to Landlord, the validity or application of any Law requiring that Tenant repair, maintain, alter or replace the Improvements now or hereafter located on the Premises in whole or in part, and Tenant shall not be in default for failing to do such work until a reasonable time following final determination of Tenant’s Action or Proceeding;  provided, however,  that a bond equal to the estimated amount of such Improvements is posted prior to such Action or Proceeding.

ARTICLE VIII

ASSIGNMENT; SUBLETTING; ENCUMBRANCES

8.01                Prohibition Against Voluntary Assignment and Encumbering .  Without the written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall not assign, transfer, mortgage or otherwise encumber or dispose of this Agreement or the leasehold estate of Tenant or any interest of Tenant in the Premises, or in the building or Improvements thereon.  Any such assignment without Landlord’s consent shall be

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void and shall, at the option of Landlord, terminate this Agreement.  If this Agreement is attempted to be assigned without Landlord’s approval, Landlord may, after such default by the Tenant, collect rent from the assignee, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of this Section 8.01 or be deemed the acceptance of the assignee as tenant, nor be deemed as a release of the Tenant from the further observance and performance of the provisions of this Agreement.  If Tenant is a corporation, limited liability company or similar entity, the issuance or transfer of any of the shares of stock of said corporation or membership interests in such limited liability company or similar entity which issuance or transfer results in a change in the ownership of (i) the voting control and/or (ii) the majority of the issued and outstanding stock of said corporation or membership interests of such limited liability company or similar entity, as compared with such ownership on the date of this Agreement, shall be deemed to be an assignment by Tenant of its interest in this Agreement.

8.02                Involuntary Assignment .  Neither this Agreement nor the leasehold estate of Tenant nor any interest of Tenant in the Premises, or in the building or Improvements thereon shall be assignable involuntarily or by operation of Law.  Each of the following acts shall be considered as an involuntary assignment:

              (a)           If Tenant or any subtenant or assignee of Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes an Action or Proceeding under the United States Bankruptcy Code in which Tenant is the bankrupt, or makes an assignment for the benefit of creditors;

              (b)           If a writ of attachment or execution is levied on this Agreement;

              (c)           If, in any Action or Proceeding or action to which Tenant is a Party, a receiver is appointed with authority to take possession of the Premises.

Any such attempt of involuntary assignment, transfer or sale shall be void and of no effect.  An  involuntary assignment shall constitute a default by Tenant and, if said default is not timely cured as hereinafter provided, Landlord shall have the right to elect to terminate this Agreement, in which case this Agreement shall not be treated as an asset of Tenant.  If a writ of attachment or execution is levied on this Agreement, Tenant shall have ten (10) days in which to cause the attachment or execution to be removed.  If any involuntary proceeding in bankruptcy is brought against Tenant, or if a receiver is appointed, Tenant shall have sixty (60) days in which to have the involuntary proceeding dismissed or the receiver removed.  This section shall have no application to the rights of the mortgagee and/or beneficiary under an encumbrance placed upon the leasehold estate and Improvements thereon by the Tenant.

8.03                Subletting .  Tenant shall not have the right (without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed) at any time during the Term to sublet parts or all of the Premises; provided, however, that Tenant shall have the right to sublet all or a portion of the Premises to an entity in which not less than fifty-one percent (51%) of the equity interests are owned by those Persons who presently control the Tenant.

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8.04                Leasehold Mortgages .  Tenant shall not have the right at any time to subject the leasehold estate in the Premises and any or all Improvements to one or more mortgages or deeds of trust or other security instruments, by way of assignment or otherwise as security for a loan or loans or other obligations of Tenant.

8.05                Landlord&#8217