AGREEMENT OF SALE

AGREEMENT OF SALE

COLUMBIA PROPERTIES VICKSBURG, LLC

“SELLER”

AND

NEVADA GOLD VICKSBURG, LLC

“BUYER”

AGREEMENT OF SALE

      This Agreement of Sale is made and entered into as of November 12, 2007, by and between Seller and Buyer.

ARTICLE I.
DEFINITIONS

1.01. For the purposes of this Agreement, the parties agree that the following terms shall have the following meanings:

	(a)		Act: As defined in Section 6.01.
	(b)		Affiliate : With respect to any Person, (a) any officer, director, manager, or holder of more than ten percent (10%) of the outstanding shares or equity interest of such Person, (b) such Person’s spouse and the parents, grandparents, brothers and sisters, children, and grandchildren of such Person or of such Person’s spouse, or (c) any other Person which directly or indirectly controls, is controlled by, or is under common control with such Person. A Person shall be deemed to control another Person if the controlling Person, directly or indirectly, possesses the power to direct or cause the direction of the management and policies of the controlled Person, whether through ownership of voting securities, by contract, or otherwise.
	(c)		Adjustment: As defined in Section 14.02.
	(d)		Agreement : This Agreement by and between Buyer and Seller providing for, among other things, the sale of the Property.
	(f)		Building Codes: As defined in Section 8.04.
	(h)		Business Day : Any day which is not a Saturday, Sunday or a legal holiday in the state of Nevada.
	(i)		Buyer : Nevada Gold Vicksburg, LLC, a Nevada corporation.
	(j)		Buyer’s Principals : The persons shown on Exhibit “N”, who shall not change between the date of this Agreement and the date of Closing.
	(k)		Buyer’s Recoverable Losses: As defined in Section 9.03.
	(l)		Casualty Credit: As defined in Section 14.02.
	(m)		Claim(s): As defined in Section 9.08.
	(n)		Claim Notice: As defined in Section 9.08.
	(o)		Change of Control of Buyer : A change of more than 51% of the ownership of

Buyer or a change of voting control of Buyer.

	(p)		Closing Date : The date on which the transactions described in this Agreement are consummated, which shall be on or before the third Business Day after the Buyer obtains a gaming license for the Hotel/Casino from the Gaming Authority and upon which the staff of the Gaming Authority is available to supervise the Closing.
	(q)		Closing Statement : As defined in Section 5.01.
	(s)		Deposit : As defined in Section 3.02.
	(t)		Environmental Laws : Means any and all applicable Laws which (1) regulate or relate to the protection or clean up of the environment; the use, treatment, storage, transportation, handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of Persons or property, including without limitation protection of the health and safety of employees; or (2) impose liability or responsibility with respect to any of the foregoing, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C Section 9601 et seq.), or any other law of similar effect.
	(u)		Escrow Agent: Chicago Title Insurance Company acting pursuant to the Escrow Agreement attached as Exhibit “O” and of even date and execution herewith among it, Buyer and Seller.
	(v)		FCC License(s) : The license(s) to operate a base station and two-way security radios at the Hotel/Casino, attached hereto as Exhibit “L.”
	(w)		Fixtures : All fixtures owned by Seller and placed on, attached to, or located at and used in connection with the operation of the Hotel/Casino.
	(x)		Gaming Authority : The Mississippi Gaming Commission and any successor government authority that may be charged with its responsibilities.
	(y)		General Liability Period: As defined in Section 9.01.
	(z)		Hotel/Casino : The hotel, Vessel and accessory buildings and facilities commonly known as the Horizon Casino and Hotel, having as its street address 1310 Mulberry Street, Vicksburg, MS 39180.
	(aa)		House Funds : Cash on hand for Hotel/Casino manager’s petty cash fund and cashiers’ banks.
	(bb)		Knowledge: As defined in Section 7.17.
	(cc)		Land : Those certain parcels of land located in the City of Vicksburg, County of Warren, State of Mississippi, as more particularly described in Exhibit “A” to this Agreement, and all right, title and interest in and to all rights, privileges

and easements appurtenant thereto.

	(dd)		Leases: Leases, occupancy and concession agreements which are currently held by Seller and utilized in the operations of the Hotel/Casino and listed as Exhibit “I.”
	(ee)		License: As defined in Section 4.02(a).
	(ff)		License Coordinator: As defined in Section 4.02(b).
	(gg)		License Period: As defined in Section 4.02(a).
	(hh)		Licensed Consumables: As defined in Section 1.01(uu)(ii).
	(ii)		Licensed Marks : Certain System Marks listed on Exhibit “P-1” which will be subject to the License set forth in Section 4.02.
	(jj)		Master Agreement : The Amended and Restated Master Purchase and Sale Agreement between the City of Vicksburg, Mississippi and Seller dated October 24, 2003.
	(kk)		Master Agreement Release : A release of Seller and its Affiliates from liability under the Master Agreement in the form attached as Exhibit “Y”.
	(ll)		Operating Agreements : All service contracts, equipment leases, software license agreements, sign leases, Leases and other contracts, arrangements, understandings and agreements affecting the Hotel/Casino.
	(mm)		Master Agreement Estoppel : The estoppel and consent by the City of Vicksburg, Mississippi of the matters provided in 11.02 (f) herein.
	(nn)		Operations Settlement : A final accounting as of the Transfer Time prepared by Seller’s accountants in the period between eight o’clock p.m. on the Closing Date and twelve o’clock noon on the day immediately following the Closing Date, the results of which shall be incorporated into a written operations settlement statement which shall be executed by Buyer and Seller and the amount due to Seller thereunder shall be paid for by Buyer on or before noon on the day after the Closing Date. Each party shall bear their own costs of participation in preparation of the Operations Settlement.
	(oo)		Other Revenues : All revenues earned from the operation of the Hotel/Casino other than Room Revenues, including, without limitation, gaming revenues, revenues from the sale of food, the sale of alcoholic and nonalcoholic beverages, rental of meeting and banquet rooms, rentals of portions of the Hotel/Casino for operation by third parties, telephone sales, pay television sales, valet and parking services, and other similar revenues, together with any sales tax or other taxes thereon, but excluding the revenues of all portions of

			the Hotel/Casino which are leased to others.
	(pp)		Passenger/Delivery Vehicles: Those certain passenger or delivery vehicles identified in Exhibit “E.”

	(qq)		Past Practice : Means the manner in which the business of the Hotel/Casino was conducted prior to the date of this Agreement.
	(rr)		Permits: All state, municipal or other licenses or permits currently utilized and necessary for the operation of the Hotel/Casino as identified on Exhibit G.
	(ss)		Personal Property: All office, hotel, casino, showroom, restaurant, bar, convention, meeting and other furniture, fixtures, furnishings, appliances, equipment, slot machines, gaming tables and gaming paraphernalia (including parts or inventories thereof), Passenger/Delivery Vehicles, point of sale equipment, two-way security radios and base station, maintenance equipment, tools, signs and signage, office supplies, cleaning supplies in unopened cases or bulk containers or packages; linens (sheets, towels, blankets, napkins), uniforms, silverware, glassware, chinaware, pots, pans and utensils, food, beverage, and alcoholic beverage inventories, customer records, vendor records, records relating to regulatory compliance of the Hotel/Casino, and all other personal property currently utilized in the operation of the Hotel/Casino owned by Seller, and all books, records, files, correspondence and agreements relating to the foregoing, but excluding:

	(i)		any personal property covered by equipment leases, licenses or other agreement which Seller is unable to assign or transfer to Buyer after utilizing its best efforts to do so and which are identified on Exhibit “V-1”.
	(ii)		any and all signs, menus, stationery, gift shop inventory or other items indicating that the Property is owned and/or operated by or on behalf of Seller or identifying the Property as Horizon Casino and Hotel; or bearing the System Mark, “Horizon” or any other System Mark of Seller’s Affiliates except for forms and consumable items specifically designated in Exhibit “P-2” with an asterisk (*) (“Licensed Consumables”) which shall be included in the sale of the Property on the condition that they may be used only during the License Period and will be destroyed promptly upon the expiration thereof;
	(iii)		all records, files and operating manuals of the Hotel/Casino other than records or operating manuals for mechanical equipment included as Personal Property above;
	(iv)		all corporate records, files and memorabilia of Seller and any past or present corporate Affiliates or predecessors of Seller;

	(v)		any licenses or permits that are not transferable such as gaming licenses or liquor licenses;
	(vi)		any personal property of the Hotel/Casino’s employees, and all personal property, trade fixtures, signs, inventory or equipment of any lessee or concessionaire of the Hotel/Casino;
	(vii)		any of Seller’s insurance policies and proceeds thereof; and
	(viii)		all chips (including “reserve” chips not currently in circulation), tokens or plaquemines, which shall be accounted for and destroyed in accordance with Section 13.06.

	(tt)		Prior Title Policy: As defined in Section 12.01(a)
	(uu)		Property : A collective term that shall mean substantially all of the assets of Seller utilized in the operation of the Vicksburg Horizon Casino and Hotel located in Vicksburg, Mississippi including Land, Hotel/Casino, Fixtures, Vessel, Corps of Engineers Permits and any other transferable licenses or permits, Inventoried Property, Leases, Licensed Marks, Operating Agreements assigned to and assumed by Buyer in accordance with this Agreement, Passenger/Delivery Vehicles and Personal Property, including without limitation all real property on which the Hotel/Casino operates its business, parking lot operations, office or administrative operations are conducted and all assets of Seller which are otherwise material and reasonably necessary for the conduct of the business of the Seller and substantially the same as presently utilized in a manner consistent with Past Practice.
	(vv)		Purchase Price : The amount specified in Article III as the purchase price for the Property.
	(ww)		Replacement Guaranty : Seller’s guaranty of the Master Agreement in the form attached as Exhibit “FF” to this Agreement.
	(xx)		Room Revenues : All revenues from the rental of guest rooms at the Hotel/Casino, (but excluding any items included in the definition of Other Revenues), together with any sales or other taxes thereon.
	(yy)		Seller: shall mean:

Columbia Properties Vicksburg, LLC
740 Centre View Boulevard
Crestview Hills, KY 41017

	(zz)		Seller’s Purchase Agreement Breach: As defined in Section 9.03.
	(aaa)		Surveys : Those certain surveys of the Land and Hotel/Casino which are

			referenced in Exhibit “A-1” to this Agreement.
	(bbb)		System Mark(s) : As defined in Section 4.01.
	(ccc)		Territory: As defined in Section 4.02(a).
	(ddd)		Threshold: As defined in Section 14.02.
	(eee)		Title Insurer: Chicago Title Insurance Company.
	(fff)		Title Policy : That certain policy of title insurance to be issued for the benefit of Buyer pursuant to the terms of the Title Insurance Commitment.
	(ggg)		Transfer Time : The end of the regulatory gaming day of Seller on the Closing Date.
	(hhh)		Tray Ledger : Any accounts receivable for charges up to the Transfer Time of registered guests who have not checked out and who are occupying rooms at the Hotel/Casino on the evening of the Closing Date.
	(iii)		Vessel: The vessel known as The Star of Vicksburg, formerly known as the Merimac 3.

ARTICLE II.
ASSETS PURCHASED AND SOLD

2.01. Purchase and Sale; Limited Assumption of Liability

     (a) Subject to the terms and conditions of this Agreement Buyer agrees to purchase, and Seller agrees to sell, convey, transfer and assign all of the rights, title and interest to the Property to Buyer, at the Closing, free and clear of all liens, claims, liabilities, encumbrances and rights or interests of others of any kind (collectively, “Liens”), except as otherwise expressly provided in this Agreement.

     (b) Buyer shall not assume, and shall have no liability under or by reason of this Agreement for, any obligations, duties or liabilities of whatever kind or nature of Seller, other than those liabilities and obligations expressly assumed under this Agreement and the Closing Documents.

2.02. Removal of Other Property

     All items of Personal Property located at the Hotel/Casino, which are not included in the sale and are identified in Exhibit “V-1” hereto, may be removed on the Closing Date and within thirty (30) days after the Closing Date by Seller. Seller shall be responsible for the cost of any repairs necessitated by such removal, but without any obligation on the part of Seller to replace any item so removed. Upon written request to Buyer, Seller may be granted a right of entry into the Hotel/Casino and onto and across the Land and Vessel at reasonable times after the Closing Date and within such thirty (30) day period to effect such removal.

     Seller shall assign and transfer to Buyer at Closing, and Buyer shall assume all of Seller’s rights and obligations arising from and after the Closing Date under the Operating Agreements which are identified in Exhibit “B”, and any renewals or extensions thereof identified to and approved by Buyer prior to Closing, but only to the extent that such assignments are legally and contractually permitted. Prior to the date hereof, Seller has furnished Buyer with copies of all Operating Agreements which are being assigned at Closing, including all written agreements. Buyer shall execute any financial statements, applications, assumption agreements and/or other documents which may be required to: (a) effect the assignment and assumption of any Operating Agreements; and (b) secure Seller’s release from any continuing or contingent liability thereunder. Buyer shall pay all fees and expenses in regard to such assignments or transfers, including any transfer charges necessary to obtain the consent of any party or cancellation charges paid to any party whose consent, if required due to Buyer’s failure to meet such supplier’s commercially reasonable credit qualifications for assumption of and release of Seller from liability under any Operating Agreement, cannot be obtained. Whenever Seller’s release from continuing liability with respect to any Operating Agreement is not forthcoming from the contracting or issuing party, Buyer agrees to indemnify Seller from any liability regarding such Operating Agreement for the period following the Closing.

     Buyer understands and agrees that it is solely Buyer’s responsibility to enter into any and all agreements necessary to conduct business at the Hotel/Casino from and after the Closing Date except for those Operating Agreements set forth on Schedule B which are being assumed at Closing. Buyer shall also be responsible to obtain new licenses and permits for the Hotel/Casino. No licenses or permits will be transferred by Seller in connection with the sale of the Hotel/Casino, other than the FCC License(s) and Corps of Engineers Permit(s).

     Buyer’s failure to obtain any Operating Agreements, licenses or permits which are necessary or convenient to the operation of the Hotel/Casino shall not affect or delay the obligation of Buyer hereunder to purchase the Property except as provided in Section 10.02(c) with respect to the license to be issued by the Gaming Authority. Seller agrees to provide Buyer with reasonable assistance in order to allow Buyer to fully complete and file the applications and other documents related to the foregoing.

ARTICLE III.
PURCHASE PRICE

3.01. Purchase Price; Payment

	(a)		The purchase price for the Property (“Purchase Price”) shall be Thirty-Five Million Dollars ($35,000,000) (subject to adjustment as described below).
	(b)		For the purpose of this Section, “Net Delivered Equity” means Delivered Assets LESS Delivered Liabilities. “Delivered Assets” means the net book value of the Seller’s current assets as set forth on Seller’s books and records at Closing, which Delivered Assets shall not include cash and cash equivalents of Seller and House Funds. “Delivered Liabilities” includes Seller’s accounts payable incurred in the ordinary course of business and other current liabilities as contained in Seller’s books and records at Closing that are related to obligations assumed by Buyer under this Agreement. The Net Delivered Equity shall be determined in accordance with GAAP (United States) and using the same accounts, accounting methods, assumptions and methodologies as have been historically and consistently used in preparing the internal financial statements of Seller (the “Accounting Principles”). For purposes of this Section 3.01, “Target” shall mean $0.00.
	(c)		Seller will, not more than thirty (30) business days before Closing, prepare a written statement setting forth in reasonable detail its determination of the Net Delivered Equity as of the then most recent calendar month end (the “Preliminary Statement”), which such statement shall be delivered to Buyer not less than two (2) business days prior to the Closing for Buyer’s review. The Statement will be prepared in accordance with the Accounting Principles. At Closing, Seller, in consultation with Buyer, will prepare and deliver to Buyer a written statement setting forth in reasonable detail Seller’s determination of the Net Delivered Equity as of the Closing Date (the “Final Statement”), determined in accordance with the Accounting Principles. The Final Statement shall be equitably and ratably adjusted as of the Closing Date to reflect the prorations and adjustments contained in the Closing Statement pursuant to Section 5.01(a) of this Agreement. The Purchase Price will be modified as follows:

	(i)		if Net Delivered Equity shown on the Final Statement exceeds the Target, then the Purchase Price will be increased by the amount of such excess; and
	(ii)		if Net Delivered Equity shown on the Final Statement is less than the Target, then the Purchase Price will be decreased by the amount of such shortfall.

     (d) The Final Statement will be final, conclusive and binding on the parties unless Buyer provides a written notice (a “Dispute Notice”) to Seller no later than ninety (90) days after the Closing setting forth in reasonable detail Buyer’s disagreement with any part of the Final Statement and the monetary amount of such disagreement. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the parties. Buyer

and Seller will attempt to resolve the matters raised in a Dispute Notice in good faith. Seven (7) business days after delivery of the Dispute Notice, either Buyer or Seller may provide written notice to the other that it elects to submit the disputed items to a “Big Four” accounting firm with which neither Seller nor Buyer has an economic relationship (the “Referee”). The Referee will promptly, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with the Accounting Principles. The fees and expenses of the Referee will be shared equally by Seller and Buyer, and the decision of the Referee with respect to the items of the Final Statement submitted to it will be final, conclusive and binding on the parties. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Referee and to cause the Referee to resolve any dispute no later than thirty days after selection of the Referee. After the resolution of any dispute as described above: (x) if Net Delivered Equity, as adjusted in accordance with the determination of the Referee, exceeds the Net Delivered Equity, as set forth in the Final Statement, then Buyer will pay to Seller the amount of such overage within three (3) days after such resolution; and (y) if Net Delivered Equity, as adjusted in accordance with the determination of the Referee, is less than Net Delivered Equity, as set forth in the Statement, Seller, shall pay to Buyer the amount of such shortfall within three (3) days after such resolution.

(e)

The Purchase Price shall be paid in the following manner:

	(i)		Escrow Agent shall deliver the Deposit to Seller in accordance with the Escrow Agreement.
	(ii)		to the extent Buyer is unable to provide the entire Purchase Price in cash at the Closing, the Buyer will execute and deliver to Seller a promissory note in the form of Exhibit “C” attached hereto with the principal amount of up to $5 million, with interest at the rate of 1% per annum in excess of the applicable interest rate in mezzanine financing provided to Buyer by CIBC (or such other financing source utilized by Buyer if CIBC provides no such financing), and with all principal and all accrued interest due and payable three (3) years after the Closing (the “Note”); and
	(iii)		at the Closing, Buyer will pay Seller the balance of the Purchase Price, less the amount of the Deposit and the principal amount of the Note, by wire transfer of immediately available funds.

     The Purchase Price shall be allocated as agreed between the parties within ninety (90) days after the date of Closing and that the allocation shall be consistent with the Accounting Principles and with the Internal Revenue Code of 1986, as amended. The parties shall use the foregoing allocation for all matters in which it is relevant, including, without limitation, all filings with federal, state and local authorities.

     Prior to the close of business on Tuesday, November 13, 2007, Buyer shall deposit the amount of TWO MILLION DOLLARS ($2,000,000) (the “Deposit”) with Escrow Agent. The Deposit shall (subject to collection of funds) be applied in accordance with the terms of this Agreement and the Escrow Agreement. Interest earned on the Deposit shall follow the application of the principal.

ARTICLE IV.
SERVICE MARKS

4.01. Rights of Seller

     Buyer understands that the name “Horizon Casino” is the name applied to a system of hotel/casinos operated by Seller and Seller’s Affiliates. Buyer recognizes Seller’s exclusive right to the name “Horizon” and all service marks, trademarks, copyrights, trade names, patents, fictitious firm names, color arrangements, designs, logos and other registrations now or hereafter held or applied for in connection therewith (collectively, the “System Mark” or “System Marks”), and Seller’s right, title and interest in and to, any System Marks, including but not limited to the trade name “Horizon” and the trademarks and service marks listed in Exhibit “P-1” relating to and/or used in the ownership, use and/or operation of the Hotel/Casino and all goodwill associated therewith, directly or indirectly relating thereto and/or used in the ownership, use and/or operation of the Hotel/Casino and disclaims any right or interest therein, regardless of the legal protection afforded to such System Marks. Except as provided in Section 4.02, with respect to the Licensed Marks, Buyer agrees not to use the name “Horizon,” or any variation of such name or word, or any System Mark of Seller or any subsidiary (direct or indirect) or related entity in connection with the operation of the Hotel/Casino or any other business. This Section shall survive Closing and be enforceable by Seller and any other party owning such System Marks by any means available at law or equity, including injunctive relief, which Buyer agrees is an appropriate remedy.

4.02. License of Licensed Marks

(a)

License . Seller grants to Buyer the non-exclusive, personal and non-transferable right (the “License”) to use the Licensed Marks for a period of six (6) months after Closing for the purposes specified in Exhibit “Q” (the “License Period”) unless the License is earlier terminated pursuant to the terms of this Section. Buyer shall only use the Licensed Marks in connection with its operation of the Hotel/Casino and the Licensed Marks may be used, published or advertised for the benefit of the Hotel/Casino only within the State of Mississippi and states contiguous thereto (the “Territory”). In no event shall Buyer use the Licensed Marks in its or its Affiliates corporate name. No license of any other System Mark is granted. At all times during the License Period, Buyer shall maintain signs (of size, content, location and number all to be approved in writing by Seller, in its reasonable discretion) advising the public, and otherwise in all forms of advertisement, advising the public, that there is no affiliation between the Hotel/Casino and Buyer and Seller or any of Seller’s Affiliates.

	(b)		Use of the Licensed Marks . Buyer agrees that all uses including, without limitation, display, advertising and/or promotional activities relating to and/or incorporating the Licensed Marks by Buyer shall be of such style, appearance and quality as to be suited to exploitation to the advantage and enhancement of the Licensed Marks and the goodwill pertaining thereto. Buyer shall maintain a level of quality in the use of the Licensed Marks and operation and maintenance of the Hotel/Casino, which is at least commensurate with Seller’s practiced standards as of the date of this Agreement. Whenever Buyer uses the Licensed Marks in advertising or in any other manner in connection with the operation of the Hotel/Casino, Buyer shall clearly indicate Seller’s ownership of the Licensed Marks. Licensed Consumables shall be clearly marked with stickers containing a statement, disclaiming affiliation with Seller and Seller’s Affiliates and disclosing that use is pursuant to this License, in form approved in advance by Seller. Buyer shall provide the General Counsel of Seller, or her designee (the “License Coordinator”), with samples of all signs, advertising, promotional material, literature, packages and labels prepared by or for Buyer and intended to be used by Buyer to obtain prior written approval by Seller; provided, however, Buyer shall not be required to obtain prior written approval for the use of the Licensed Marks from Seller if Buyer’s use of the Licensed Marks continues the use of such marks in the same manner, scope and content as the Licensed Marks are currently used by Seller. The License Coordinator, on behalf of Seller, shall have a period of fourteen (14) calendar days to approve in his or her sole and absolute discretion, the use of the Licensed Marks by Buyer. Seller’s failure to respond within such period shall be deemed an acceptance of Buyer’s request. Buyer’s license to use the Licensed Marks shall terminate if Buyer uses the Licensed Marks outside of the Territory or uses the Licensed Marks on a sign, in advertising, on promotional materials, in literature, packages or labels which has not been so approved by the License Coordinator. When using the Licensed Marks, Buyer undertakes to comply with all laws pertaining to the Licensed Marks in force at any time in the State of Mississippi and, to the extent applicable, United States federal law. Buyer shall not, after the expiration of the License, adopt or use any trademark, service mark or trade name in connection with any goods or services which in whole or in part is confusingly similar to the Licensed Marks. Except as provided in Section 11.02(l), nothing contained in this Agreement shall restrict or restrain Seller or Seller’s Affiliates in any fashion whatsoever from the right to use, register and/or further license or sublicense any System Mark.
	(c)		Protection of the Licensed Marks . Buyer recognizes Seller’s ownership of the Licensed Marks and agrees that it will not, during the License Period or at any time thereafter, (a) attack the title or any rights of Seller or its Affiliates in and to the Licensed Marks; (b) claim adversely to Seller or anyone rightfully claiming through Seller any right, title, or interest in and to the Licensed Marks except as provided for in this Agreement; (c) knowingly misuse or harm or bring into dispute the Licensed Marks; or (d) claim or assert any right, title or interest in the Licensed Marks or in any trademark including a Licensed Mark as a part thereof,

other than pursuant to the provisions of this Agreement or as may be required by operation of law. Buyer agrees to cooperate fully and in good faith with Seller for the purpose of securing and preserving Seller’s rights in and to the Licensed Marks.

	(d)		Inspections . To ensure Buyer’s compliance with this Agreement, at any time throughout the License Period (and from time to time thereafter as necessary to assure compliance with this Agreement), agents of Seller may conduct inspections (“Inspections”) on the premises of the Hotel/Casino and of all materials on which any of the Licensed Marks appear. If Seller in its reasonable judgment believes that Buyer has not maintained the requisite level of quality at the Hotel/Casino or has violated this Agreement in respect of any of the Licensed Marks (a “Violation”), Seller will provide Buyer with written notice of such belief and Buyer will have a period of ten (10) calendar days to cure all violations at its sole cost and expense; provided, however , that Seller shall not be responsible for any costs or expenses associated therewith. If Buyer has failed to cure any Violation to Seller’s satisfaction, in the reasonable discretion of Seller, on or before the last day to cure the noticed Violation, Seller shall have the absolute right to forthwith terminate this License upon five (5) calendar days’ prior written notice to Buyer. Upon the termination of this License for any reason whatsoever, Buyer shall have no right to exploit or in any way use the Licensed Marks (or any of them). Upon such termination, Buyer shall forthwith take (or cause to be taken) any and all such action as may be required to discontinue use of the Licensed Marks (and any variation thereof, or any mark or marks confusingly similar thereto) within fifteen (15) calendar days thereafter, and Buyer shall thereby irrevocably release and disclaim any right or interest in or to the Licensed Marks, and shall forthwith have no right to make any use whatsoever of the Licensed Marks.
	(e)		Destruction of Licensed Marks . Upon termination of this License for any reason, Buyer shall destroy at its own expense all signs or personal property (including without limitation, slot machine signs, building signs, ashtrays, office supplies, linen, glassware, paper goods, promotional items, guest checks, uniforms, carpets, and upholstery) bearing the Licensed Marks.
	(f)		Infringement . In event that a Licensed Mark is infringed upon by a third party, Seller shall have the sole right to sue for infringement and to recover and retain any and all damages. Seller need not initiate suit against alleged imitators or infringers of the Licensed Marks. Buyer shall cooperate, at Seller’s cost and expense, with Seller when any such suit is brought by Seller or defended by Seller unless such suit is caused by an act or omission or act of Buyer in which case the cost of such litigation shall be paid by Buyer. Buyer shall have the obligation to notify Seller of any infringement of the Licensed Marks of which it has knowledge.
	(g)		Duty to Insure/Indemnify . Buyer agrees to indemnify, defend, and hold harmless Seller and Seller’s Affiliates, against any proceeding instituted by any third party

			against Seller or Seller’s Affiliates, or any combination of them, arising out of any activities of Buyer pursuant to the License and Buyer’s use of the Licensed Marks against any costs, damages or penalties that may be imposed on Seller or Seller’s Affiliates. Buyer shall obtain and maintain occurrence based commercial general liability insurance in the amount of $20,000,000 per occurrence during the License Period. In connection with such obligation, Buyer shall furnish Seller on the Closing Date an Accord Certificate of Insurance establishing that such insurance is in effect and will not be cancelled or modified in less than 30 days’ prior written notice to Seller. Seller and its Affiliates shall be named as additional insureds under the insurance policy.
	(h)		Termination of License . The License shall immediately terminate upon:

	(i)		the expiration of the License Period and, as to each specific purpose, the expiration of the License Period applicable to such purpose;
	(ii)		the use of a Licensed Mark outside of the Territory or at facility other than the Hotel/Casino;
	(iii)		Buyer, Buyer’s Principals or any of Buyer’s managers or members or legal or beneficial owners are determined to be unsuitable or unqualified under the laws of any jurisdiction by the applicable gaming authority of that jurisdiction and such Person has not been terminated or otherwise removed by Buyer within thirty (30) days following such determination;
	(iv)		Buyer’s failure to maintain signs approved in writing or deemed approved by Seller advising the public that there is no affiliation between Buyer and Seller;
	(v)		Buyer’s commencement of any business at the Hotel/Casino that is materially different from any business currently being conducted at the Hotel/Casino;
	(vi)		the use of a Licensed Mark in a manner that has not been approved in this Section 4.02 or in writing by Seller’s License Coordinator;
	(vii)		Buyer’s failure to comply with Mississippi state or federal law relating to the use of the Licensed Marks;
	(viii)		the assignment or transfer of the License granted herein to any person other than Buyer;
	(ix)		the filing of bankruptcy by Buyer;
	(x)		any other breach of the License, which breach is not cured within thirty (30) days after Seller delivers written notice thereof to Buyer.

Notwithstanding the foregoing, Buyer’s license to use the chips, tokens and plaquemines bearing Seller’s System Marks, pursuant to Section 4.02 of this Agreement shall not terminate except in the instances identified in subsections (i), (ii)(but only as to use of the chips, tokens and plaquemines); (iii), (vi), (viii), (ix) or (x).

	(i)		Buyer’s Default . If Buyer defaults under the License granted pursuant to this Section 4.02 and in the other circumstances described in Section 4.02(h) above, Sellers may do any and all of the following: (i) obtain injunctive relief; (ii) terminate this License by notice to Buyer, and/or (iii) seek damages from Buyer.
	(j)		Attorneys’ Fees and Costs . If Buyer or Seller brings any suit or other proceeding with respect to the License, the Licensed Marks or any other matter contained in this Agreement, the prevailing party (as determined by the court, agency or other authority which adjudicates such suit or proceedings) shall, in addition to such other relief as may be awarded, be entitled to recover reasonable attorneys’ fees, expenses and costs of litigation as actually incurred.

ARTICLE V.
PRORATIONS AND ADJUSTMENTS

5.01. Closing Statement/Operations Settlement

	(a)		Closing Statement . Taxes; rents; revenues and expenses pertaining to assigned Operating Agreements; prepaid utility charges; and material deviations, if any, in the amount of inventoried Personal Property at the Hotel/Casino, occurring in the period between the first and second inventories provided for in Section 11.01, shall be prorated between Buyer and Seller pursuant to a written closing statement to be prepared by Buyer and Seller and executed by Buyer and Seller at the Closing (the “Closing Statement”). Any additional amounts owed by Buyer or credits due to Buyer shall be reflected in such Closing Statement and the Purchase Price shall be adjusted accordingly.
	(b)		Operations Settlement . Room Revenues for the night of the Closing Date; prepaid deposits for confirmed reservations for Hotel/Casino facilities and services for periods after the Transfer Time; and the purchase price for the Tray Ledger shall be determined by the Operations Settlement. Any amounts determined to be due and owing to Seller pursuant to the Operations Settlement shall be paid for by Buyer, by cashier’s or certified check payable directly to Seller (and not by way of endorsement) or by wiring of federal funds to the account designated by Seller, no later than 12:00 noon (Central Time) on the day immediately following the Closing Date.

5.02. Taxes

     At Closing, all real estate and tangible personal property taxes for the year of the Closing shall be prorated as of the Closing Date (with Buyer to pay taxes attributed to the Closing Date and all periods thereafter) using the latest available tax rates and assessments. Personal property

taxes for the year of sale shall be adjusted in favor of and paid by Seller. Real property taxes for the year of sale shall, unless theretofore paid by Seller, be adjusted in favor of and paid by Buyer. If Seller shall have paid real property taxes for the year of sale, then real property taxes shall also be adjusted in favor of Seller. Seller shall have no obligation to readjust such pro-rations after the Closing. Seller shall pay general real estate and tangible personal property taxes and all special taxes or assessments for all years prior to the year of the Closing, except that, if any assessment against the Property is payable in installments, the Buyer shall pay any and all of such installments which may be paid after the Closing Date, and any installment relating to the year of Closing shall be prorated as of the Closing Date (with Buyer to pay all portions of such installment attributed to the Closing Date and all periods thereafter). Any tax refunds or rebates occurring or accruing before the Closing Date shall remain the property of Seller. All taxes or assessments becoming a lien on the Property on or after the Closing Date or which become due and payable on or after the Closing Date shall be paid by Buyer.

5.03. Utilities

     Prior to the Closing, Seller shall notify all utility companies servicing the Property of the anticipated change in ownership of the Property and request that all billings after the Transfer Time be made to Buyer at the Hotel/Casino address. Utility meters will be read, to the extent that the utility company will do so, during the daylight hours on the Closing Date, with charges to that time paid by Seller and charges thereafter paid by Buyer. Prepaid utility charges shall be adjusted on the Closing Statement and paid for at Closing. Charges for utilities which are un-metered, or the meters for which have not been read on the Closing Date, will be prorated between Buyer and Seller as of the Transfer Time based upon utility billings received after Closing. Seller or Buyer, as appropriate, shall, upon receipt, submit a copy of the utility billings for any such charges to the other party and such party shall pay its pro-rata share of such charges to the party requesting payment within seven (7) days from the date of any such request. This obligation shall survive Closing.

     Buyer shall be responsible for paying, before the Closing, all deposits required by utility companies in order to continue service at the Hotel/Casino for periods after the Transfer Time and shall take any other action and make any other payments required to assure uninterrupted availability of utilities at the Hotel/Casino and the Land for all periods after Closing. Following Closing, all utility deposits made by Seller may be refunded directly to Seller by the utility company holding same.

5.04. Assigned Operating Agreements

     All income and expenses with respect to the assigned and assumed Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to Buyer). There shall be added to the amount due to Seller at Closing, on the Closing Statement, the amount of any rents paid for periods following the Closing Date, security deposits, or other deposits previously paid by Seller under any assigned Operating Agreements, and there shall be deducted from the amount due Seller at Closing, on the Closing Statement, any such amounts paid to and collected by Seller under any Operating Agreements.

	(a)		Room Revenues for the night of the Closing Date shall be divided equally between Buyer and Seller pursuant to the Operations Settlement. Other Revenues for the night of the Closing Date shall belong solely to and be retained by Seller.
	(b)		Buyer will honor, for its account, the terms and rates of all pre-Closing reservations by guests or customers, including advance reservation cash deposits, for rooms or services confirmed by Seller for dates after the Closing Date. Buyer authorizes Seller to continue to accept reservations for periods after the Closing in the ordinary course of Seller’s business. Buyer recognizes that such reservations may include discounts or other benefits, including, without limitation, benefits

under the frequent player or casino awards programs, group discounts, other discounts or requirements that food, beverage or other benefits be delivered by Buyer to the guest(s) holding such reservations. Buyer agrees that, following Closing, Buyer will continue to honor all such reservations in accordance with their terms provided that all such reservations have been made on terms consistent with past practices. At Closing, Seller will deliver to Buyer a complete list for reservations after Closing. Any pre-Closing deposits paid to Seller with respect to confirmed reservations for dates after the Closing Date will be credited to Buyer at the Operations Settlement. Any post-Closing deposits received by Seller with respect to confirmed reservations for dates after the Closing Date will be credited to Buyer at Closing. Buyer will honor all of Seller’s room allocation agreements and banquet facility and service agreements which have been granted to groups, persons or other customers for periods after the Closing Date at the rates and terms provided in such agreements.

Buyer agrees that Seller cannot make and has made no representation or warranty that any party holding a reservation or agreement for rooms, facilities or services will utilize such reservation or honor such agreement. Buyer, by the execution hereof, assumes the risk of non-utilization of reservations and non-performance of such agreements.

	(c)		Buyer agrees to honor all cash back awards extended by Seller to members of Seller’s frequent player award program on terms consistent with Seller’s past practice.
	(d)		Buyer shall purchase the Tray Ledger from Seller pursuant to the Operations Settlement, which is not included in the Purchase Price and shall be in addition to the Purchase Price to the extent no adjustment is made to the Final Statement set forth in Section 3.01.
	(e)		The collection of all accounts receivable other than the Tray Ledger accruing prior to the Transfer Time (including receivables and revenues for food, beverages and telephone) shall be the responsibility of Seller. Buyer shall not be obligated to collect any such accounts receivable or revenues for Seller, but if Buyer, following Closing, collects same, such amounts will be paid over to Seller immediately.
	(f)		(i) Seller shall have no further liability or responsibility after Closing with respect to any deposits for post-Closing matters; and (ii) Seller shall be entitled to retain deposits to the extent of rooms and/or services furnished by Seller for all matters or events which have been terminated or concluded on or before the Closing Date. Deposits include all security and other deposits, advance or pre-paid rents and key money or deposits (including, without limitation, any interest thereon) and “front money”.

5.06. Accounts Payable and Expenses

     All accounts payable and expenses related to operation of the Property which have accrued on or before the Closing Date shall be paid by Buyer, subject to any adjustments of Net Delivered Equity made in accordance with Section 3.01. All accounts payable and expenses incurred by the Buyer accruing after the Transfer Time will be Buyer’s responsibility and Buyer shall indemnify and hold Seller harmless from all such accounts payable and expenses accruing after the Transfer Time. The indemnities provided in this Section shall survive Closing.

5.07. Guests’ Baggage

     Prior to Closing, Seller and Buyer shall take inventory of: (a) all baggage, suitcases, luggage, valises and trunks of hotel guests checked or left in the care of Seller; (b) all luggage or other property of guests retained by Seller as security for unpaid accounts receivable; and (c) the contents of the baggage storage room, provided, however, that no such baggage, suitcases, luggage, valises or trunks shall be opened. Except for the property referred to in (b) above, which shall be removed from the Hotel/Casino by Seller within ten (10) days after the Closing and for which Seller shall be liable, all such baggage and other items shall be sealed in a manner to be agreed upon by the parties and listed in an inventory prepared and signed jointly by said representatives of Seller and Buyer as of the Closing. Said baggage and other items shall be stored as Buyer shall choose, and Buyer shall be responsible for claims with respect thereto, unless the seal is broken, in which event the party having stored said baggage shall be responsible. Indemnity of Buyer under this Section 5.07 will be as set forth in Section 9.02.

5.08. Guests’ Safe