CONVERTIBLE PROMISSORY NOTE

$450,000.00 Anchorage, Alaska March 31, 1998

FOR VALUE RECEIVED, GLOBAL ALASKA INDUSTRIES, INC., an Alaska corporation, and its successors and assign, (the "Maker" or "Company") promises to pay to the order of MARK GRIFFIN (the "Holder") at 3707 Woodland Drive, #4, Anchorage, Alaska 99517, or at such other place as Holder may from time to time designate in writing, the principal sum of Four Hundred Fifty Thousand Dollars ($450,000) in lawful money of the United States of America, together with interest on so such thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided.

1. Novation. This Note is given in substitution and lieu of that certain promissory note made by Maker and given to Holder dated August 1, 1997 in the original principal amount of $4,000,000 (the "First Note"), which First Note upon execution hereof shall be null and void.

2. Interest Rate. The unpaid principal balance of this Convertible Promissory Note ("Note") shall bear interest commencing March 31, 1998 at the rate of eight percent (8%) per annum, simple interest.

3. Payment. Principal and interest due under this Note shall be payable as follows:

a. Commencing upon (i) full payment of all dividends by Global Casinos, Inc., a Utah corporation ("Global"), to Holder, accruing under Global's Series B Convertible Preferred Stock ("Preferred Stock") and (ii) redemption of all the Preferred Stock, owned by Holder, and continuing monthly thereafter until the Note is paid in full, the principal and accrued interest shall be payable in equal monthly installments of $63,383.72 each.

b. In addition, Maker shall be obligated to pay a amount equal to fifty percent (50%) of its annual earnings before interest, taxes, depreciation and amortization ("EBITDA"), in excess of $1,300,000 per year (the "Mandatory Payment"). At Global's option, the Mandatory Payment shall be treated as a redemption of a portion of Preferred Stock. Notwithstanding the above, Maker shall not pay this Note in full by means of Mandatory Payments, but shall be permitted to credit such payments as interest on the outstanding principle balance.

4. Maturity Date. The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable September 15, 2004.

5. Default, Penalty, Interest and Attorney Fees. Any default in the provisions of that certain Stock Purchase and Sale Agreement dated August 1, 1997 as amended by the Agreement to Convert Debt executed and entered into contemporaneous with this Note for which consideration is being given, shall be deemed a breach of and default in the terms and conditions of this Note. Said Stock Purchase and Sale Agreement and Agreement to Convert Debt are incorporated herein by reference as stating Maker's obligations and continuing responsibility during the term of this Note, in addition to the specific terms and provisions stated herein.

Default shall include, but not be limited to:

a. non-payment of any monthly dividend payable pursuant to the Certificate of Designations, Preferences, and Rights of Series B Convertible Preferred Stock of Global Casinos, Inc. dated March 31, 1998 (the "Certificate" and "Series B Preferred Stock" respectively) within ten (10) days of the due date thereof;

b. non-payment of any respective installment and/or applicable late payment penalty described in this Note within ten
(10) days of the due date thereof;

c. any default in the Stock Pledge Agreement dated August 1, 1997, as amended March 31, 1998; or

d. any default in the General Security Agreement dated August 1, 1997 as amended;

e. in the event Global fails to redeem a number of shares of Series B Preferred Stock pursuant to the Minimum Monthly Optional Redemption described in the Certificate, and there does not exist a public trading market for the Global common stock issuable upon conversion of the Series B Preferred Stock satisfactory to Holder; or

f. any default under the Agreement to Convert Debt between Maker and Holder.

In the event that any installment and/or applicable late payment penalties have not been paid to and received by the Holder within ten (10) days of date due, Holder may declare a default and may further declare the entire then outstanding balance due and owing; fully accelerating total payments of all principal, penalties, and interest thereon.

In the event any payment due hereunder shall not have been paid to and received by the Holder hereof within seven (7) business days of the due date of such payment, a late payment penalty of Ten Thousand Dollars ($10,000.00) shall immediately become due and owing in addition to the payment, or payments then overdue.

Upon default hereunder, the balance of the principal remaining unpaid, interest accrued thereon, and all other costs and fees shall bear interest at the rate of Twelve percent (12%) per annum from the date of default, or the date of advance, as applicable. Holder shall have the right to immediately seize, and take possession thereof, of any and all collateral, inventory, furniture, fixtures and equipment, as well as accounts receivables and assets given as security for the sale and purchase evidenced by the terms of this Note and the Stock Purchase and Sales Agreement as amended by the Agreement to Convert Debt incorporated herein. In the event of default, the Maker and all other parties liable hereon agree to pay all costs of collection, seizure of security interest given, including reasonable attorney's fees.

6. Escrow. All original documents executed herewith, to include Stock Purchase and Sales Agreement as amended by the Agreement to Convert Debt, this Note, and the original executed stock in Alaska Bingo Supply, Inc. shall be placed in escrow with the First National Bank of Anchorage, Main Branch, with all payments made pursuant to the agreement of the parties being paid and recorded through said escrow.

7. Conversion.

a. Optional Conversion Right. Subject to and in compliance with the provisions of this paragraph 6, all or any portion of the principal amount outstanding on the Note may, at the option of the Holder, be converted into fully-paid and non- assessable shares of common stock of Global ("Common Stock"), $.005 par value.

b. Time of Optional Conversion. The date upon which the holder may convert the Note to Common Stock shall be any time commencing the earlier (i) one year from the date hereof or (ii) the effective date of a Registration Statement registering for sale under the Securities Act of 1933, as amended, the issuance of the Common Stock upon conversion through and including the maturity date of the Note, or its prior pre-payment, whichever occurs first.

c. Applicable Conversion Value. Subject to the adjustments provided for herein, the price per share at which the Note may be converted into common stock (the "Applicable Conversion Value") shall be Ten Dollars ($10.00) per share of Common Stock.

d. Adjustments for Capital Reorganization, Reclassification or Transfer or Assets. In the event the Common Stock issuable upon conversion of the Note shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, or in the event Global shall at any time issue Common Stock by way of dividend or other distribution on any stock of Global, or subdivide or combine the outstanding shares of Common Stock, then in each such event the Holder shall have the right thereafter, but not the obligation, to exercise such Note and receive the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such Note might have been exercised immediately prior to such organization, reclassification or change. In the case of any such reorganization, reclassification or change, the Conversion Value shall also be appropriately adjusted so as to maintain the aggregate Conversion Value. Further, in case of any such consolidation or merger of Global with or into another corporation in which consolidation or merger Global is not the continuing corporation, or in case of any sale or conveyance to another corporation of the property of Global as an entirety, or substantially as an entirety, Global shall cause effective provision to be made so that the Holder shall have the right thereafter, by converting the Note, to purchase the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, sale or conveyance by holders of the number of share of Common Stock into which such Note might have been exercised immediately prior to such consolidation, merger, sale or conveyance, which provision shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Note. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. Notwithstanding the foregoing, no adjustment of the Conversion Value shall be made as a result of or in connection with (1) the issuance of Common Stock of Global pursuant to options, warrants and share purchase agreements now in effect or hereafter outstanding or created, (2) the establishment of option plans of Global, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock upon exercise of any options pursuant to such plans, (3) the issuance of Common Stock in connection with an acquisition, consolidation or merger of any type in which Global is the continuing corporation, or (4) the issuance of Common Stock in consideration of such cash, property or service as may be approved by the Board of Directors of Global and permitted by applicable law.

e. Continuation of Terms. Upon any reorganization, consolidation or merger referred to in this paragraph 6, the Note shall continue in full force and effect until conversion by the Holder and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the conversion of any note after the consummation of such reorganization, consolidation, merger of any similar event and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of Global whether or not such person shall have expressly assumed the terms of the Note.

f. Exercise of Conversion Privilege. To exercise its conversion privilege or in the event of the automatic conversion of the Note, the Holder shall surrender such Note, or recognize partial prepayment therefor, being converted to Global at its principal office, and shall give written notice to Global at that office that Holder is delivering the Note for conversion or recognizing partial prepayment. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note, if surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank.

g. Notice of Record Date. In the event of:

(1) any taking by Global of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or

(2) any capital reorganization of Global, any reclassification or recapitalization of the capital stock of Global, any merger or consolidating of Global or a transfer of all or substantially all of the assets of the company to any other corporation, or any other entity or person, or

(3) any voluntary or involuntary dissolution, liquidation or winding up of Global,

then and in each such event Global shall mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and a description of said dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective and (iii) the time, if any, that is to be fixed, as to when the holders of record of common stock (or other securities) shall be entitled to exchange their shares of common stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding up. Such notice shall be mailed at least thirty (30) days prior to the date specified in such notice on which such action is to be taken.

h. In the event Holder exercises the right of conversion granted herein, if the underlying shares of Common Stock (the "Conversion Shares") are not eligible to be resold in market transactions in reliance upon Rule 144, or a successor rule, under the Securities Act, then Holder shall have a one-time demand registration right on Form S-3 to have registered for resale under the Securities Act the Conversion Shares issuable upon such conversion.

8. Interest Calculation. Daily interest shall be calculated on a 365-day year and the actual number of days in each month.

9. Prepayment. This Note may not be prepaid, in whole or in part, at any time without the prior written consent of Holder.

10. Nonrecourse Obligation. The obligation of Maker to pay all sums of principal, interest and other amounts due and owing under this Note is secured by Stock Pledge Agreement dated August 1, 1997 as amended on even date covering one hundred percent (100%) of the issued and outstanding shares of common stock of ALASKA BINGO SUPPLY, INC., an Alaskan corporation ("ABS"); and a General Security Agreement and Financing Statement covering all of the tangible and intangible assets of ABS. This Note and Maker's obligation hereunder shall be deemed to be nonrecourse as to Maker; and in the event of Maker's default hereunder, Holder's sole and exclusive remedies shall be to exercise its rights under this Note and the Stock Pledge Agreement and General Security Agreement, and under no circumstances shall Maker have any liability for any deficiency which may result following Holder's exhaustion of such remedies.

Upon default of any provision referenced herein, Holder may immediately retake all documents held in escrow, with or without notice, seize and take possession of all collateral and assets given as security for and in consideration of the terms and conditions of this Note.

11. Costs of Collection. Maker agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Holder's rights hereunder or under any instrument securing payment of this Note, Maker shall pay to Holder its reasonable attorney's fees and all court costs and other expenses incurred in connection therewith, regardless of whether a lawsuit is ever commenced or whether, if commenced, the same proceeds to judgment or not. Such costs and expenses shall include, without limitation, all costs, reasonable attorneys' fees, and expenses incurred by Holder in connection with any insolvency, bankruptcy, reorganization, foreclosure, deed in lieu of foreclosure or similar proceedings involving Maker or any endorser, surety, guarantor, or other person liable for this Note which in any way affect the exercise by Holder of its rights and remedies under this Note, or any other document or instrument securing, evidencing, or relating to the indebtedness evidenced by this Note.

12. Application of Payments. Any payment made against the indebtedness evidenced by this Note shall be applied against the following items in the following order: (1) costs of collection, including reasonable attorney's fees incurred or paid and all costs, expenses, default interest, late charges and other expenses incurred by Holder and reimbursable to Holder pursuant to this Note (as described herein); (2) default interest accrued to the date of said payment; (3) ordinary interest accrued to the date of said payment; and finally, outstanding principal.

13. Assignment of Note . This Note may be assigned by Maker to any entity that acquires Maker or substantially all Maker's assets.

14. Non-Waiver. No delay or omission on the part of Holder in exercising any rights or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy under this Note. A waiver on any one or more occasion.

15. Maximum Interest. In no event whatsoever shall the amount paid, or agreed to be paid, to Holder for the use, forbearance, or retention of the money to be loaned hereunder ("Interest") exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any provision hereof, or any agreement between maker and Holder shall result in Interest exceeding the limit for Interest prescribed by law, then the amount of such Interest shall be reduced to such limit. If, from any circumstance whatsoever, Holder should receive as Interest an amount which would exceed the highest lawful rate, the amount which would be excessive Interest shall be applied to the reduction of the principal balance owing hereunder (or, at the option of Holder, be paid over to Maker) and not to the payment of Interest.

16. Purpose. Maker certifies that the debt evidenced by this Note is obtained for business or commercial purposes and that the proceeds thereof will not be used primarily for person, family, household, or agricultural purposes. This Note is issued "in substitution" for the Convertible Promissory Note dated August 1, 1997 given by Maker to Holder, for the purpose stated in the General Security Agreement dated August 1, 1997, and such security agreement and related financing statement remain in full force and effect.

17. Waiver of Presentment. Maker and the endorsers, sureties, guarantors and all persons who become liable for all or any part of this obligation shall be jointly and severally liable for such obligation and hereby jointly and severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest, and any and all lack of diligence of delays in collection or enforcement hereof.

18. Governing Law. As an additional consideration for the extension of credit, Maker and each endorser, surety, guarantor, and any other person who may become liable for all or any part of this obligation understand and agree that the indebtedness evidenced by this Note is made in the State of Alaska and the provisions hereof will be construed in accordance with the laws of the State of Alaska, and such parties further agree that in the event of default, this Note may be enforced in the Superior Court for the State of Alaska sitting in Anchorage, Alaska, and they do hereby submit to the jurisdiction of such court regardless of their residence or where this Note or any endorsement hereof may be executed.

19. Binding Effect. The term "Maker" as used herein shall include the original Maker of this Note and any party who may subsequently become liable for the payment hereof as an assumer with the consent of the Holder, provided that Holder may, at its option, consider the original Maker of this Note alone as Maker unless Holder has consented in writing to the substitution of another party as Maker. The term "Holder" as used herein shall mean Holder or, if this Note is transferred, the then Holder of this Note.

20. Relationship of Parties. Nothing herein contained shall create or be deemed or construed to create a joint venture or partnership between Maker and Holder, Holder is acting hereunder as a seller only.

21. Severability. Invalidation of any of the provisions of this Note or of any paragraph, sentence, clause, phrase, or word herein, or the application thereof in any given circumstance, shall not affect the validity of the remainder of this Note.

22. Amendment. This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

23. Time of the Essence. Time is of the essence for the performance of each and every obligation of Maker hereunder.

IN WITNESS WHEREOF, the undersigned has executed this Note effective as of the 31st day of March, 1998.

GLOBAL ALASKA INDUSTRIES, INC.
an Alaska corporation

                                      By:/s/Stephen G. Calandrella
                                         Stephen G. Calandrella, President

Consent as to Paragraphs 3, 5 and 7:

GLOBAL CASINOS, INC., a Utah corporation

By:/s/Stephen G. Calandrella
   Stephen G. Calandrella, President

AGREEMENT TO CONVERT DEBT

THIS AGREEMENT to Convert Debt ("Agreement") is made and entered into this 31st day of March, 1998, by and between GLOBAL CASINOS, INC., a Utah corporation ("Global" or the "Company"), and MARK GRIFFIN (Claimant").

WITNESSETH:

WHEREAS, Claimant is the holder of a certain Convertible Promissory Note dated August 1, 1997, in the original principal amount of Four Million Dollars ($4,000,000) (the "First Note") made and given by Global Alaska Industries, Inc., an Alaska corporation and wholly-owned subsidiary of the Company ("GAI");

WHEREAS, this conversion is a result of Nasdaq rules applied to the Company for the Company's benefit and to that end, the Company agrees to pay all costs of Claimant required to accomplish the conversion required by this Agreement;

WHEREAS, Global desires to satisfy the outstanding principal balance of the First Note by the issuance to Claimant of a Convertible Promissory Note of even date in the principal amount of Four Hundred Fifty Thousand Dollars ($450,000) made and given by GAI (the "Second Note") and shares of Global Series B Convertible Preferred Stock (the "Preferred Stock" or the "Securities"); and

WHEREAS, Claimant is willing to accept the Second Note and Preferred Stock in full payment and satisfaction of the outstanding balance due and owing under the First Note; and

WHEREAS, Claimant and GAI are parties to the Stock Purchase and Sale Agreement dated August 1, 1997 ("Sale Agreement") and the parties hereto desire to amend that agreement to the extent described in this Agreement.

SECTION I: CONVERSION OF DEBT

A. Claimant, GAI and Global affirm and agree that as of the date of this Agreement, the total outstanding balance of all sums due and owing to Claimant under the First Note is Three Million Eight Hundred Fifty-Three Thousand Two Hundred Ninety-One Dollars ($3,853,291), together with all accrued and unpaid interest of Fifteen Thousand Two Hundred Two Dollars ($15,202) for a total due of Three Million Eight Hundred Sixty-Eight Thousand Four Hundred Ninety-Three Dollars ($3,862,846).

B. Claimant, for itself, successors in interest and assigns, agrees to accept, as payment in full of the First Note (i) 340,329 shares of Preferred Stock of the Company, such Preferred Stock having a face value of Ten Dollars ($10.00) per share and
(ii) a Convertible Promissory Note in the original principal amount of Four Hundred Fifty Thousand Dollars ($450,000) (the "Second Note").

C. Claimant agrees that upon delivery to it by GAI and Global, respectively, of the Second Note and confirmation of the issuance of 340,329 uncertificated shares of Preferred Stock, such shares of Preferred Stock being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Securities, Claimant, for itself, successors in interest and assigns, agrees to release and forever discharge Global Alaska Industries, Inc., the Company, its subsidiaries, officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the First Note. Claimant's acceptance of such Securities and the Second Note shall constitute a full and complete release, settlement and discharge of any of GAI's or Global's obligation to Claimant, in connection with the First Note, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge.

D. With respect to accepting the Second Note and Securities in lieu of other forms of payment of the First Note, Claimant represents and warrants as follows:

1. Claimant fully understands and agrees that the Securities are offered by Global at a price which was arbitrarily determined without regard to any value of the Securities.

2. Claimant fully understands that Global has a limited net worth and lack of profitable operating history.

3. Claimant acknowledges receipt of such information as it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that Global has made available to him the opportunity to obtain additional information to evaluate its status a creditor and the alternatives available to him. The Claimant acknowledges that it had an opportunity to ask questions of Global and to the extent it availed itself of such opportunity, it received satisfactory answers from Global, or its affiliates.

4. Claimant understands that there exist inherent risks in accepting the Securities in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Securities, and the Company's history of unprofitable operations.

5. Claimant has been provided with a copy of the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of the Company (the "Certificate"), and, in consultation with Claimant's advisors, fully understands the relative rights and preferences of holders of shares of the Preferred Stock. Claimant understands that the Company has no obligation to redeem any or all of the shares of Preferred Stock at any time in the future, and that Claimant may be required to hold such shares indefinitely or convert them into shares of the Company's Common Stock.

6. Claimant understands that there can be no assurance with respect to the tax consequences to Claimant under the execution and delivery of this Agreement, and Claimant represents and warrants that to the extent that Claimant so desires, he has obtained tax and legal advice concerning this Agreement.

7. Claimant acknowledges that the Company has made no representations or warranties to Claimant, other than stated in this Agreement, and there can be no assurance regarding the Company's ability to improve its operating results.

8. Claimant realizes that (i) acceptance of the Securities is a long-term investment, (ii) Claimant must bear the economic risk of such investment for an indefinite period of time because the Securities have not been registered under the Securities Act or under the Securities Laws of any state and cannot be resold unless they are subsequently registered under such laws or exemptions from such registration requirements are available
(iii) the Securities are "restricted securities" within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer imposed by or on account of federal and state securities laws.

E. Notwithstanding the provisions to the contrary contained in this Agreement, the Certificate, the Second Note, the General Security Agreement dated August 1, 1997, as amended, and the Amended Stock Pledge Agreement dated March 31, 1998 (hereafter collectively the "Transaction Documents"), to the contrary, in the event that prior to the redemption by the Company of the Preferred Stock and retirement of the Note or the conversion into Common Stock of the Preferred Stock and Second Note, there should occur a change in the statutes, rules, regulations and other legal requirements applicable to the business operations of Alaska Bingo Supply, Inc., an Alaska corporation ("ABS") and wholly-owned subsidiary of GAI which, in the sole opinion and judgment of the Company materially and adversely affects the business operations of ABS, then and in such event, at GAI's sole option and election, subject to ABS having no less than Four Hundred Thousand Dollars ($400,000) in net tangible working capital, GAI shall have the right upon thirty days' prior written notice to Claimant may rescind all the transactions contemplated by or included in the Sale Agreement and the Transaction Documents, without any liability whatsoever. Upon recission, the collateral covered by the General Security Agreement and shares of ABS Common Stock covered by the Amended Stock Pledge Agreement shall be immediately delivered to Claimant, free of any claim of the Company or GAI; and the Second Note shall be canceled, null and void and all issued and outstanding shares of Preferred Stock shall be deemed canceled, null and void and surrendered to the Company, free of any claim of Claimant.

F. Claimant and GAI agree that the Sale Agreement is amended consistent with this Agreement, and to the extent there are conflicts with the Sale Agreement, this Agreement shall be controlling.

G. GAI and Global represent and warrant that (i) there are no liens, actual or threatened, against the collateral described in the General Security Agreement dated August 1, 1997 (the "Collateral"); (ii) Claimant has a perfected first priority interest in the Collateral; and (iii) this Agreement shall not adversely affect Claimant's rights in and to the Collateral in any way whatsoever.

H. In consideration of the foregoing, GAI agrees to pay to Claimant the sum of Thirty-Six Thousand Dollars ($36,000), which represents payment in full to Claimant of all costs and expenses, including legal fees, incurred by Claimant in connection with the execution and delivery of the Transaction Documents, as well as payment of all other sums due and owing by GAI or Global to Claimant. Such sum of Thirty-Six Thousand Dollars ($36,000) shall be payable, without interest, at the rate of Six Thousand Dollars ($6,000) per month for six (6) consecutive months.

SECTION II: REPRESENTATIONS AND WARRANTIES BY GLOBAL

Global represents and warrants to Claimant that, as of the date of this Agreement, and as of the date of closing:

A. Organization and Corporation Power. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Utah; and has all required corporate power and authority to own its property and to carry on its business as now being conducted, and to carry out the transactions contemplated hereby.

B. Authorization.

1. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate any provision of any charter, by-law, mortgage, lien, lease, agreement, contract, instrument, order judgment, or decree to which the Company is a party, or by which it is bound, and will not violate any other restriction of any other kind or character of which Company is subject.

2. The Board of Directors of the Company has taken all action required by law, the Company's Articles of Incorporation and By-Laws, or otherwise, to authorize execution and delivery of this Agreement, the stock and the consummation of the transactions described herein.

3. This Agreement, upon execution and delivery in accordance herewith, is the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the terms of bankruptcy and similar laws, and any rules and regulations adopted thereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate and other action.

C. Capitalization. There are sufficient authorized shares of Common Stock of the Company to cover the issuance of all shares to be issued and sold pursuant to this Agreement. There are no restrictions on the transferability of shares of the Company's Common Stock imposed by or pursuant to the Company's Articles of Incorporation, as amended, or the Company's By-Laws, or by agreement to which the Company is a party, except for restrictions imposed by or on account of federal and state securities laws. The common shareholders of the Company have no preemptive rights with respect to the issue or sale of the Company's Common Stock.

D. Compliance. The consummation of the transactions provided for herein have and will be undertaken in compliance with all applicable federal and state securities laws.

SECTION III: REPRESENTATIONS AND WARRANTIES BY CLAIMANT

Claimant represents and warrants to Global that, as of the date of this Agreement, and as of the date of closing, the following are true and accurate to its knowledge and belief:

A. No Other Information Relied Upon. Claimant represents, warrants and agrees that it has been afforded the opportunity to make, and has made, all such investigation of Global and its financial condition, business, affairs and prospects as it deems appropriate. Claimant acknowledges receipt of such information as it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the exchange of the shares. Claimant acknowledges that Global has made available to it the opportunity to obtain additional information to evaluate the merits and risks of this exchange. Claimant acknowledges that it has had the opportunity to ask questions of Global, and, to the extent it availed itself such opportunity, it received satisfactory answers from Global, its affiliates, associates, officers and directors.

B. Nature of the Risk. Claimant represents, warrants and agrees that it understands that Global's business is, by its nature, speculative; that Claimant is aware that the financial resources of Global are extremely limited and that it is very likely that the Company will require additional capital, and there is no assurance that such capital will be available if necessary; that Claimant is familiar with the high degree of risk that is involved in the Company's business, and that Claimant is financially able and willing to accept the substantial risk involved in such investment, including the risk of loss of the entire amount invested.

C. Unregistered Stock. Claimant represents that it understands that the Global stock has not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement it must be acquiring the stock with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Global may rely thereon for purposes of claiming such exemption; and that it understands that it must bear the economic risk of its investment in the stock for a substantial period of time, because the stock has not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

D. Stock Acquired for Investment; Limitations on Dispositions. Claimant represents that it is acquiring the stock for its own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the stock is transferred by Claimant without such registration the Commission or the staff will not recommend any action. Claimant further agrees that the stock will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for Global, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant consents that any transfer agent of the Company may be instructed not to transfer any of the stock unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

SECTION IV: AGREEMENTS RESPECTING PREFERRED STOCK

A. The parties acknowledge and agree that the Certificate provides that the Company is under no obligation to redeem any shares of the Preferred Stock issued hereunder and that the Claimant does not have the right to compel the Company to redeem any shares of such Preferred Stock. However, the parties recognize that the Certificate also provides that in the event the Company does not exercise its option to redeem shares of Preferred Stock in certain minimum monthly numbers as shown on the attached Exhibit A incorporated herein by reference, (the "Minimum Monthly Optional Redemption"), then and in such event Claimant shall have the right to convert that number of shares subject to the Minimum Monthly Optional Redemption which were not so redeemed into shares of the Company's Common Stock at a conversion price equal to the Fair Market Value of the Company's Common Stock on the first day of such month. For the purposes of this Agreement, the "Fair Market Value" of the Company's Common Stock shall be the average of the bid and ask prices of the Company's Common Stock as quoted on the over-the-counter market on such date.

B. Notwithstanding the provisions of Section 4(A) above, the parties acknowledge that the Rules of Governance of the Nasdaq Stock Market preclude the conversion of the Preferred Stock by Claimant into more than 311,550 shares of the Company's Common Stock ("Maximum Aggregate Conversion") (19.9% of the 1,565,586 shares of the Company's Common Stock issued and outstanding on this date) without the approval of the Company's shareholders. Claimant agrees that, notwithstanding any other provision of this Agreement or the Certificate to the contrary, Claimant will not exercise his right of conversion to acquire Common Stock of the Company in excess of the Maximum Aggregate Conversion without the consent of the Company's shareholders.

C. As soon as practicable following the preparation, completion and filing by the Company of its annual report on Form 10-KSB (the "Annual Report"), for the fiscal year ending June 30, 1998, the Company agrees to schedule and conduct an Annual Meeting of Shareholders (the "Annual Meeting") and to seek at such Annual Meeting the approval of the Company's shareholders of the conversion of the Preferred Stock into shares of the Company's Common Stock in excess of the Maximum Aggregate Conversion permitted under the Nasdaq Rules of Governance in the absence of such shareholder approval. In connection with such Annual Meeting, the Company agrees to prepare and file with the Securities and Exchange Commission (the "Commission") a Proxy Statement for use in the solicitation of proxies and in such Proxy Statement to recommend that the Company's shareholders approve the conversion of the Preferred Stock by Claimant in excess of the Maximum Aggregate Conversion in accordance with the terms and conditions of the Certificate.

D. No later than thirty (30) days following the effective date of this Agreement, the Company agrees to prepare and file with the Commission a Registration Statement on Form S-3 (the "Registration Statement"), registering for sale under the Securities Act of 1933, as amended, (the "Securities Act"), the shares of the Company's Common Stock issuable upon conversion of the Preferred Stock (the "Conversion Shares"). In connection with the filing of such Registration Statement, the Company agrees to use its best efforts to cause such Registration Statement to be declared or ordered effective by the Commission, to prepare and file with the Commission such amendments or supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective for the period ending the earlier of (i) the redemption by the Company of all of the Preferred Stock; or (ii) the conversion by Claimant of all of the shares of Preferred Stock. All costs and expenses incurred in connection with the registration of the Conversion Shares, including, without limitation, all registration and qualification fees, and fees and disbursements of counsel, shall be borne by the Company. The Company shall be responsible for any underwriter's discounts or broker's commissions charged in connection with the sale of such Conversion Shares by Claimant.

E. The Company agrees to comply with all applicable federal and state securities laws and regulations in connection with the issuance of the Preferred Stock and registration for sale of the Conversion Stock.

SECTION V: EVENTS OF DEFAULT

The following occurrences shall be deemed in default of this Agreement and the Second Note, and Claimant may take all enforcement action authorized by law or equity:

A. The Registration Statement is not effective on or before sixty (60) days following the effective date of this Agreement;

B. The Company issues Preferred Stock or an option to acquire Preferred Stock to any other person, or issues stock in the Company or an option to acquire stock in the Company to any other person where such stock would be senior to the Preferred Stock; or

C. The Company's failure to comply with or fulfill any obligation under this Agreement, the Second Note, or the Certificate.

SECTION VI: MISCELLANEOUS

A. Payment of Expenses of Prevailing Party in Dispute. Unless otherwise specifically provided for herein, in the event that there is a dispute concerning this Agreement, including, without limitation, the issue of compliance with any term of this Agreement, the court may in its discretion, direct that the prevailing party shall be entitled to reimbursement from the other party of reasonable attorneys' fees and other expenses incurred in resolving the said dispute.

B. Survival and Incorporation of Representations. The representations, warranties, covenants and agreements made herein or in any certificates or documents executed in connection herewith shall survive the execution and delivery thereof, and all statements contained in any certificate or other document delivered by the Company hereunder or in connection herewith shall be deemed to constitute representations and warranties made by the Company in this Agreement.

C. Amendments and Waivers. This Agreement may not be amended, nor may compliance with any term, covenant, agreement, condition or provision set forth herein be waived (either generally or in a particular instance and either retroactively or prospectively) unless such amendment or waiver is agreed to in writing by all parties hereto.

D. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Alaska, and venue for any legal action brought to enforce a party's rights under this Agreement shall be in the Superior Court located in Anchorage, Alaska.

E. Counterparts. This Agreement may be executed by telex, telecopy or other facsimile transmission, and such facsimile transmission shall be valid and binding to the same extent as if it were an original. Further, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one agreement.

F. Severability. Wherever there is any conflict between any provision of this Agreement and any statute, law, regulation or judicial precedent, the latter shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. In the event that any part, section, paragraph or clause of this Agreement shall be held by a court of proper jurisdiction to be invalid or unenforceable, the entire Agreement shall not fail on account thereof, but the balance of the Agreement shall continue in full force and effect unless such construction would clearly be contrary to the intention of the parties or would result in unconscionable injustice.

IN WITNESS WHEREOF, the parties have signed the Agreement the date and year first above written.

GLOBAL CASINOS, INC., a Utah corporation

Attest:

                                         By:/s/Stephen G. Calandrella
Secretary                                   Stephen G. Calandrella, President

                                         GLOBAL ALASKA INDUSTRIES, INC.,
                                         an Alaska corporation
Attest:


                                         By:/s/Stephen G. Calandrella
Secretary                                   Stephen G. Calandrella, President

                                         CLAIMANT:



                                         By:/s/Mark Griffin
                                            Mark Griffin

LEASE AND OPTION
"Tollgate Casino"
Central City, Colorado

TABLE OF CONTENTS

REFERENCE DATA . . . . . . . . . . . . . . . . . . . . . . . .

LEASED PREMISES. . . . . . . . . . . . . . . . . . . . . . . .

Premises and Property . . . . . . . . . . . . . . . Landlord's Improvements . . . . . . . . . . . . . . .

LEASED TERM. . . . . . . . . . . . . . . . . . . . . . . . . .

Primary Term. . . . . . . . . . . . . . . . . . . . . Possession of Premises and Property . . . . . . . . . Tenant Improvements Prior to Commencement Date. . . . . . . . .

LEASE RENTALS. . . . . . . . . . . . . . . . . . . . . . . . .
Base Rental - Monthly . . . . . . . . . . . . . . . .

TRIPLE NET LEASE . . . . . . . . . . . . . . . . . . . . . . .

Triple Net Lease. . . . . . . . . . . . . . . . . . Payment of Taxes and Liens. . . . . . . . . . . . . . New Taxes . . . . . . . . . . . . . . . . . . . . . . Triple Net Payments . . . . . . . . . . . . . . . . . Parking Improvement or Impact Fees. . . . . . . . . .

SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . .

USE OF LEASED PREMISES . . . . . . . . . . . . . . . . . . . .

Use of Leased Premises. . . . . . . . . . . . . . . . Prohibited Uses . . . . . . . . . . . . . . . . . . .

MAINTENANCE AND REPAIRS: ALTERATIONS AND ADDITIONS. . . . . .

Maintenance and Repairs . . . . . . . . . . . . . . . Alterations and Additional Improvements . . . . . . . Construction on Leased Premises . . . . . . . . . . . Builders' Risk Insurance. . . . . . . . . . . . . . .

GAMING AND OTHER PROVISIONS. . . . . . . . . . . . . . . . . .

Licensing . . . . . . . . . . . . . . . . . . . . . . Failure to Obtain Approvals . . . . . . . . . . . . .

ENTRY BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . .

LIENS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .

Licensing . . . . . . . . . . . . . . . . . . . . . . Pollutants. . . . . . . . . . . . . . . . . . . . . . Exemption of Landlord From Liability. . . . . . . . .

INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Coverage. . . . . . . . . . . . . . . . . . . . . . . Contractor's Insurance. . . . . . . . . . . . . . . . Insurance Policies. . . . . . . . . . . . . . . . . . Waiver of Subrogation . . . . . . . . . . . . . . . .

DAMAGES OR DESTRUCTION . . . . . . . . . . . . . . . . . . . .

Landlord's Obligation to Rebuild. . . . . . . . . . . Rent Adjustment . . . . . . . . . . . . . . . . . . . Termination . . . . . . . . . . . . . . . . . . . . .

CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . .

Taking. . . . . . . . . . . . . . . . . . . . . . . . Restoration and Rent Adjustment . . . . . . . . . . . Vacation. . . . . . . . . . . . . . . . . . . . . . .

ASSIGNMENT OR SUBLETTING . . . . . . . . . . . . . . . . . . .

Assignment of Lease . . . . . . . . . . . . . . . . . Assumption and Release. . . . . . . . . . . . . . . .

QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . .

EVENTS OF DEFAULTS: REMEDIES. . . . . . . . . . . . . . . . .

Events of Default . . . . . . . . . . . . . . . . . . Landlord's Remedies Upon an Event of Default. . . . . Late Charges. . . . . . . . . . . . . . . . . . . . . Event of Default by Landlord. . . . . . . . . . . . . Tenant's Remedies . . . . . . . . . . . . . . . . . .

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . .

Estoppel Certificate. . . . . . . . . . . . . . . . . Transfer of Landlord's Interest . . . . . . . . . . . Regulatory Issues Affecting Leased Premises . . . . . Captions; Attachments; Defined Terms. . . . . . . . . Severability. . . . . . . . . . . . . . . . . . . . . Costs of Suit . . . . . . . . . . . . . . . . . . . . Time; Joint and Several Liability . . . . . . . . . . Binding Effect; Choice of Law . . . . . . . . . . . . Waiver. . . . . . . . . . . . . . . . . . . . . . . . Surrender of Leased Premises. . . . . . . . . . . . . Holding Over. . . . . . . . . . . . . . . . . . . . . Covenants Running with the Land . . . . . . . . . . . Force Majeure . . . . . . . . . . . . . . . . . . . . Liquor Licenses . . . . . . . . . . . . . . . . . . . Memorandum of Lease . . . . . . . . . . . . . . . . . No Broker . . . . . . . . . . . . . . . . . . . . . . Notices . . . . . . . . . . . . . . . . . . . . . . . Representations . . . . . . . . . . . . . . . . . . .

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .

OPTION TO PURCHASE. . . . . . . . . . . . . . . . . . . . . . .

Option. . . . . . . . . . . . . . . . . . . . . . . . . . Purchase Contract . . . . . . . . . . . . . . . . . . . .

EXHIBIT 2.1.1
Real Property and Improvements

EXHIBIT 21.2
Real Estate Purchase and Sale Contract

LEASE AND OPTION

"Tollgate Casino"
Central City, Colorado

THIS LEASE, made and entered into this _____ day of May, 1999, by and between U.S. Bank, N.A., Trustee (formerly Colorado National Bank, Trustee) (hereinafter "Landlord") and Global Central Corporation, a Colorado corporation, (hereinafter "Tenant"),

W I T N E S S E T H:

WHEREAS, Landlord is the owner of that certain real property located at 106 and 108 Main Street, Central City, Colorado (the "Premises") as well as certain furniture, fixtures, machinery and equipment located therein or thereon, a list of which is attached hereto as Exhibit "A" (the "Property"), commonly known as the "Tollgate Casino" (the "Casino"); and

WHEREAS, Tenant is experienced in the management and operation of gaming casinos; and

WHEREAS, Tenant desires to lease with an option to purchase from Landlord, and Landlord is willing to lease and grant to Tenant an option to purchase, the Premises and the Property to be used to operate the Casino under and pursuant to gaming, liquor and restaurant licenses to be applied for and obtained by Tenant (the "Licenses").

NOW, THEREFORE, in consideration of the rents and agreements set forth herein and intended to be legally bound thereby, Landlord and Tenant agree as follows:

1. REFERENCE DATA. Any reference in this Lease to the following terms shall incorporate therein the data defining such terms as set forth in this Article

PREMISES:           106 and 108 Main Street, Central City,
                    Colorado

PROPERTY:           All tangible assets and property located on or
                    in the Premises owned by Landlord, including
                    all furniture, fixtures and equipment listed
                    on Exhibit "A."

LEASE TERM:         The term (the "Term") of this Lease shall be
                    twenty-four (24) months commencing as 12:00
                    a.m. on the first day following Tenant
                    obtaining the Licenses (the "Commencement
                    Date") and terminating at 12:00 a.m. on the
                    date next following 24 months thereafter (the
                    "Expiration Date"), subject to Tenant's right
                    to terminate without liability if the Licenses
                    are not obtained by August 1, 1999 upon thirty
                    (30) days' prior written notice.

PERMITTED USES:     Casino, including restaurant and beverage
                    service, which shall be operated in
                    accordance with the Licenses.

LEASE FEE:          Upon execution of this Agreement, Tenant
                    shall pay to Landlord a nonrefundable
                    $10,000 Lease Fee which is paid as
                    consideration for the execution of this
                    Lease and shall be retained by Landlord.

DEPOSIT:            Upon issuance of the Licenses, Tenant shall
                    pay to Landlord an additional $20,000 deposit,
                    which shall be paid into escrow to be applied
                    against the purchase price for the Premises
                    and Property should Tenant exercise the Option
                    to Purchase provided for in Section 20 hereof.
                    If Tenant does not exercise the Option to
                    Purchase, the $20,000 deposit shall be
                    refunded in full to the Tenant upon
                    termination of this Agreement, without
                    interest thereon or deduction therefrom;
                    provided, however, that said $20,000 shall be
                    treated as a damage or security deposit, and
                    such amount shall be controlled by the
                    provisions of Section 6 of this Lease.

OPTION TO PURCHASE: At any time following the Commencement Date
                    and  prior to the Expiration Date, Tenant
                    shall have the right and option to purchase
                    the Premises and Property.  At the request of
                    Landlord, the Closing Date of the purchase may
                    be deferred until as late as May 31, 2001.
                    Should Landlord elect to defer the Closing
                    Date, all Base Rent up to a maximum of four
                    (4) months' Base Rent paid by Tenant under
                    this Lease after the option exercise date (the
                    "Post-Option Base Rent") shall be applied
                    towards and credited against the closing cash
                    portion of the purchase price.  The purchase
                    price shall be $1,400,000 payable as follows:

                    At closing the sum of $130,000, less the total
                    Post-Option Base Rent paid to Landlord, plus
                    the $20,000 escrow deposit; with the balance
                    of $1,250,000 payable together with interest
                    at the rate of six percent (6%) per annum
                    amortized in equal monthly installments of
                    principal and interest over a period of nine
                    (9) years.

2. LEASED PREMISES

2.1 Premises and Property.

2.1.1 The premises ("Leased Premises") to be leased by Landlord to Tenant is described as follows:

The real property together with all improvements thereon legally described on Exhibit 2.2.1 hereto and commonly known as 106 and 108 Main Street, City of Central City, County of Gilpin, State of Colorado.

2.1.2 The personal property and assets (the "Property") to be leased by Landlord to Tenant shall include all tangible and intangible property and assets located on or in the Premises on the date of this Lease owned by Landlord, including, without limitation, all furniture, fixtures, machinery and equipment set forth on Exhibit "A" hereto.

2.2 Landlord's Improvements.

2.2.1 There has been constructed and installed upon the Leased Premises certain improvements, fixtures, machinery, equipment, excluding slot machines and gaming equipment which will permit the Tenant to conduct upon the Leased Premises, gaming operations, food and beverage operations, as well as any and all other operations normally incident thereto ("Landlord's Improvements").

2.2.2 Landlord represents that the Landlord's Improvements comply with all federal, state and local laws, including, but not limited to, applicable building codes, design review guidelines, historic requirements and Environmental Laws. Landlord further warrants and shall indemnify and defend Tenant from any and all mechanics' and materialmens' liens filed against the Leased Premises arising in any fashion from the construction of the Landlord's Improvements. Tenant shall have the same right to remove such liens and charge Landlord with the cost thereof pursuant to Section 11 of this Lease.

2.2.3 Landlord shall warrant the Premises and the Property free from all material defects in workmanship and materials. It is expressly understood that the Property shall not include any tangible assets acquired or leased by Tenant from third parties who are not affiliated with, controlled by or under common control of Landlord. Landlord shall deliver possession of the Premises and Property, including the HVAC system, the mechanical systems and the elevator in good working order at or before the Commencement Date. Should any portion of the Premises or Property described herein, including the HVAC system, mechanical systems and elevator, require any repair in order to render them in good and working order on the Commencement Date, Tenant agrees to bear the first $5,000 of any such expenses, with any expenses in excess of such $5,000 to be Landlord's responsibility, which Tenant agrees to offset against payments of Base Rent hereunder. In the event this Agreement terminates prior to the Commencement Date due to the failure of Tenant to obtain the Licenses, then any amounts expended by Tenant in excess of such $5,000 shall be reimbursed by Landlord within 20 days following the termination of this Agreement. Should repair be necessary in order to render such systems in good working order and repair, Tenant agrees to cooperate with Landlord to enforce Landlord's right for indemnity from any third party independent contractors who may be responsible to Landlord for such repair. This provision shall not be construed to constitute a release of Landlord of its primary responsibility to deliver the Premises and Property free from all material defects in workmanship and materials.

3. LEASED TERM

3.1 Primary Term. The term of this Lease (the "Lease Term") shall be for twenty-four (24) months and shall commence (the "Commencement Date" or "Effective Date") when Tenant has received all Licenses and appropriate administrative approvals to commence operations upon the subject Premises, including, without limitations, local approvals from the City of Central City, and State of Colorado, liquor license approval, as well as approval with respect to either the Division of Gaming, or the State of Colorado Limited Gaming Control Commission, as required. Further, this Lease shall not be effective as against Tenant unless and until all of the proper administrative approvals required with respect to the same have been obtained including, without being limited to, approval by either the Division of Gaming or the Colorado Limited Gaming Control Commission, as well as the Division of Liquor Enforcement, State Department of Revenue, State of Colorado. Tenant may terminate this Lease without liability upon thirty (30) days' notice if the Licenses and other administrative approval are not obtained by August 1, 1999.

3.2 Possession of Premises and Property. Landlord shall deliver possession of the Leased Premises and Property to Tenant on May 22, 1999. During the period commencing the date the Tenant takes possession of the Premises and Property and ending the Commencement Date, Tenant agrees to reimburse Landlord for any and all utility expenses incurred by Landlord for the Leased Premises resulting from Tenant's occupancy of same prior to the Commencement Date.

3.3 Tenant Improvements Prior to Commencement Date. After Tenant takes possession of the Premises and Property but prior to the Commencement Date, Tenant shall be permitted to undertake improvements on the Leased Premises and the Property to prepare for commencement of operations, subject in all respects to the provisions of Sections 8 and 11 of this Lease. Prior to commencing any construction, alteration or improvement prior to the Commencement Date, Tenant shall obtain and deliver to Landlord a surety bond in an amount of at least $100,000 to protect Landlord from any lien claims which may be incurred during the initial period of possession. All alterations and improvements shall be undertaken in strict conformity with the provisions of Sections 8 and 11 of this Lease.

4. LEASE RENTALS

4.1 Base Rental - Monthly.

4.1.1 Commencing on the Effective Date and continuing until expiration or termination of the Lease Term, Tenant shall pay to the Landlord monthly rentals equal to $6,000 per month.

4.1.2 Such monthly Base Rental payments shall be due on the Commencement Date and monthly thereafter.

5. TRIPLE NET LEASE

5.1 Triple Net Lease.

5.1.1 Following commencement of the Lease Term, Tenant shall pay all costs and expenses of operation and maintenance of the Leased Premises, including by way of illustration but not limited to: real and personal property taxes and assessments (including special assessments) and any tax in addition to or in lieu thereof, whether assessed against Landlord or Lessee; utilities; supplies; insurance; license, permit and inspection fees; costs of repairs, maintenance and improvements, and all other expenses of the Leased Premises, but excluding:

5.1.1.1 Costs of repairs or rebuilding necessitated by condemnation;

               5.1.1.2   Any interest on borrowed money or debt
amortization;

               5.1.1.3   Depreciation on the Building;

               5.1.1.4   Any settlement, payment, or judgment

incurred by Landlord or their agents due to their negligence, as established by a court of law;

5.1.1.5 Cost of any damage to the Building caused directly by Landlord's negligence; and

5.1.1.6 Any costs that have already been directly paid by Tenant.

5.1.2 This Lease is a triple net lease, and subsequent to commencement of the Lease Term, the Landlord shall have no obligation of any kind to make any expenditures of any nature upon the Leased Premises, except as specifically provided herein. The Tenant shall throughout the Lease Term, or any extension thereof, at its sole cost and expense, put, keep and maintain the Leased Premises in good, substantial and sufficient condition, repair and order, both inside and outside. The Tenant shall not permit, commit or suffer waster, impairment, or deterioration of the Leased Premises or the improvements thereon or any part thereof.

5.2 Payment of Taxes and Liens. Tenant shall pay and discharge all taxes, assessments, water rents, sewer rents, ground rents, governmental or municipal charges, fines (related to Tenant's actions or failure to act) and impositions, and all other charges now or hereafter levied or assessed against the Leased Premises, or any part thereof (the "Taxes"), and shall keep the Leased Premises, or any part thereof, free of all liens or claims of liens of mechanics, laborers and suppliers, and any lien of any taxing authority or governmental body; except that Tenant may, in good faith, contest the validity or amount of any such Taxes or liens or claims of lien provided that (i) nothing in this Lease contained shall imply any right on the part of Tenant to postpone or defer payment for any purpose, unless the proceeding initiated by Tenant to so contest such Taxes, liens or claims of lien shall operate to prevent or stay the collection of such Taxes, or such liens or claims of lien, and possible levy against or sale of the Leased Premises, or any part thereof, to satisfy the same; and (ii) Tenant shall have deposited with an escrow agent reasonably acceptable to Landlord and Tenant a sum equal to the amount which could be payable if Tenant is unsuccessful in such contest, or otherwise secure payment thereof to the reasonable satisfaction of Landlord. Upon the termination of such proceeding, Tenant shall pay such Taxes or liens or part thereof as finally determined in such proceeding from such escrow, the payment of which had been deferred during the prosecution of such proceeding, or incurred in connection therewith. Landlord shall cooperate with the Tenant and attend and participate in or consent to any proceedings in which Landlord's presence is required in order to contest the imposition of any tax. Any reduction in Real Estate Taxes created as a result of Tenant's protest shall first go to reimburse Tenant for the expenses of the protest and, thereafter, shall be applied against the next Taxes due. Any increase in the Taxes resulting from the proceeding shall be paid by Tenant.

5.3 New Taxes. In addition to rent and other charges to be paid by Tenant hereunder, Tenant shall pay all ad valorem taxes (other than any income taxes) whether or not now customary or within the contemplation of the parties hereto; (a) upon, allocable to, or measured by the area of the Leased Premises or on the rent payable hereunder; or (b) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Leased Premises, or any portion thereof, or (c) upon or measured by the value of Tenant's personal property, equipment or fixtures located in the Leased Premises; or
(d) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Leased Premises. Tenant agrees to pay, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in the Leased Premises. Tenant shall comply with the provisions of any law, ordinance or rule of the taxing authorities which require Tenant to file a report of Tenant's property located in the Leased Premises. Notwithstanding anything to the contrary herein, with respect to extraordinary or special assessments, they shall only be included in Real Estate Taxes to the extent that they are payable in respect of the term of this Lease, and such assessments shall be paid in installments over the longest payment period permitted by law for the particular assessment. In this connection, to the best of Landlord's knowledge, Landlord warrants and represents to Tenant that the Premises are not presently subject to any special assessments. Tenant shall not be charged, nor be obligated to pay, any income, profit, inheritance, estate, succession, gift, franchise, or transfer taxes which are or may be imposed upon Landlord, its successors or assigns, by whatsoever authority imposed or howsoever designated.

5.4 Triple Net Payments. 1/12th of the estimated annual Triple Net Payments, including 1/12th of the annual real and personal property taxes and assessments, special assessments and taxes shall be paid to Landlord on a monthly basis in addition to the Base Rent payment. Tenant shall continue to make monthly payments until notified by Landlord of a change thereof. Within 90 days after the Landlord receives a statement of actual taxes owed, Landlord shall endeavor to give Tenant a statement showing the actual taxes for the Premises and Property for the prior year. In the event the total monthly payments which Tenant made for the prior year is less than the Tenant's actual responsibility, then Tenant shall pay the difference in a lump sum within 30 days after receipt of such statement from Landlord. Any overpayment by Tenant shall be credited toward the monthly Triple Net Payment next coming due.

5.5 Parking Improvement, Impact Fees and Device Fees. Any parking improvement, impact, device or similar fees that may be imposed, assessed or levied by any governmental authority with respect to the Leased Premises or the Tenant's operations to be carried on thereon, shall be borne entirely by Tenant and paid as the same become due, again, such fees being paid over the longest payment period permitted by law. Tenant shall provide confirmation to Landlord of payment of any parking improvement, impact fees and/or device fees as the same become due and are paid.

6. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of $20,000. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant defaults with respect to any provision of this Lease, including, without limitation, the provisions relating to a payment of rent or adjustments, Landlord may use, apply or retain all or any portion of the security deposit for the payment of rent or other sum in default, with a payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's default. If Tenant shall fully and faithfully perform every provision of this Lease to be performed, and Tenant does not exercise the Option to Purchase provided for herein, the security deposit shall be returned to the Tenant at the expiration of the Lease term. In the event Tenant elects to exercise its option to purchase herein, the security deposit shall be applied against the purchase price as more fully described in Section 21 hereof.

7. USE OF LEASED PREMISES

7.1 Use of Leased Premises. The Leased Premises and Property shall be used for the purpose of conducting gaming, restaurant, lounge and entertainment operations as well as any other lawful activity.

7.2 Prohibited Uses.

7.2.1 The Leased Premises shall not be used for any unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance in or about the Leased Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Leased Premises.

7.2.2 Tenant shall not use the Leased Premises or permit anything to be done in or about the Leased Premises which will in any way materially conflict with any law, statute, or ordinances or governmental rule or regulation or requirement of duly constituted public authorities now in force or which may hereafter be enacted or promulgated. Tenant shall at its sole cost and expense promptly comply in all material respects with all laws, statutes, ordinances and governmental rules, regulations or requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use or occupancy of the Leased Premises. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of the fact as between Landlord and Tenant.

8. MAINTENANCE AND REPAIRS: ALTERATIONS AND ADDITIONS

8.1 Maintenance and Repairs.

8.1.1 Landlord's Obligations. Landlord shall keep and maintain in good order, condition and repair, the exterior and load-bearing walls, the foundation, roof, the structural elements of the Premises and shall maintain the exterior areas of the Premises.

8.1.2 Tenant's Obligations.

8.1.2.1 Tenant shall keep and maintain in good order, condition and repair, the HVAC, electrical, plumbing and mechanical systems, the elevator, windows and glass and any other portion of the Premises which are not specifically the obligation of the Landlord set forth above. During the period of tenancy, Tenant shall, at its expense, engage AMI Mechanical Systems to inspect and maintain the HVAC system on a monthly basis; provided, however, that Tenant may retain the services of an alternative contractor to perform such inspections and maintenance subject to Landlord's prior consent and approval, which approval shall not be unreasonably withheld. Tenant shall provide Landlord with copies of all inspection and service reports provided by AMI Mechanical Systems, or its successor.

8.1.2.2 Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Leased Premises in a condition of repair at least equal to the condition upon Tenant's taking possession thereof, ordinary wear and tear excepted, and shall promptly remove or cause to be removed at Tenant's expense from the Leased Premises any signs, notices, and displays placed by Tenant.

8.1.2.3 Tenant agrees to repair any material damage to the Leased Premises which is not normal wear and tear caused by or in connection with the removal of any articles of personal property, business or trade fixtures, machinery, equipment, cabinetwork, furniture, movable partition or permanent improvements or additions, including without limitation thereto, repairing the floor and patching and painting the walls where reasonably required by Landlord to Landlord's reasonable satisfaction, all at Tenant's sole cost and expense. Tenant agrees to refrain from any activity and not to remove or otherwise alter the Leased Premises in any way to adversely affect or cause revocation or modification of any historical designations or violate any restrictions relating to historical structures. Should Tenant directly or indirectly breach the provisions contained herein, Tenant shall be liable to Landlord for all such damage actually incurred.

8.1.2.4 Tenant shall do all acts required to comply in all material respects with all applicable laws, ordinances, regulations and rules of any public authority relating to its maintenance and repair obligations as set forth herein.

8.2 Alterations and Additional Improvements. The following provisions shall govern all alterations of and additional improvements to the Leased Premises:

8.2.1 Subject to the provisions of Section 8.3 Tenant is hereby granted the right to make any and all such alterations, additions or improvements to the Leased Premises, so long as such alterations, additions or improvements do not constitute a structural alteration of the Leased Premises. Any alterations having a cost in excess of $25,000 shall require the consent of Landlord, which consent shall not be unreasonably withheld.

8.2.2 All permanent alterations, additions or improvements shall, at the expiration or earlier termination of the Lease, become the property of Landlord and remain upon and surrendered with the Leased Premises.

8.2.3 All of those items comprising Tenant Finish, together with all personal property, business and trade fixtures, machinery and equipment, cabinetwork, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Leased Premises, including, without limitation, gaming machines, table games and related equipment, counters, screens, cages, freestanding partitions and cabinets, and signage shall be and remain the property of Tenant and may be removed by Tenant upon expiration of the Lease Term or upon termination under Section 3.1.1 or any other provision hereof.

8.2.4 All alterations or improvements commenced by Tenant shall be timely completed and promptly paid for by Tenant within a reasonable time. All such alterations or improvements shall be erected: (i) in a good and workmanlike manner strictly in material compliance with all applicable laws; (ii) entirely on the Leased Premises; (iii) without encroaching upon any easement, right of way, or land of others, unless consented to by such owner; (iv) so as not to violate any applicable use, height, setback or other applicable restriction; (v) without permitting any mechanic's lien to attach to the Leased Premises, subject to the provisions allowing a contest of the validity of any such lien. Any such new improvements to the Leased Premises shall automatically be a part of the Leased Premises and shall be subject to the additional covenants contained in Section 8.3.

8.3 Construction on Leased Premises. Prior to the commencement of any construction or renovation on the Leased Premises which is reasonably anticipated to cost in excess of Twenty-Five Thousand Dollars ($25,000.00), Tenant shall provide written notice to Landlord who shall concurrently be provided with:

8.3.1 A complete set of the plans and specifications setting forth the proposed improvements.

8.3.2 A proposed construction time schedule setting forth the anticipated time of completion.

8.3.3 A proposed construction budget outlining the anticipated costs for such improvements.

8.3.4 Reasonable assurance that the anticipated costs will be paid when due. Such reasonable assurance may be any of the following: proof that such funds are available to Tenant in an account established or reserved for such construction, proof that a lender has committed to advance such construction funds, proof that Tenant possesses a completion bond for the improvements, or other proof reasonably acceptable to Landlord.

Upon receipt of such items, Landlord shall have the right to object only if such items do not comply with this Section 8.3 or if Landlord reasonably believes that the construction budget is not adequate to complete the proposed improvements. Landlord shall have no approval rights with respect to the nature of the improvements. Any objection from Landlord must be in writing and must specifically outline the objections and the manner in which such objections may be cured. If Landlord objects to the budgeted amount, such objection may be cured by providing Landlord with a copy of a final accepted bid in the appropriate amount. If Landlord has not objected within five (5) business days after receipt of the above items, Landlord shall be deemed to have no objection. It is specifically understood that the provisions of this Section 8.3 only to improvements costing in excess of Twenty- Five Thousand Dollars ($25,000.00) and that Landlord shall have no right to obtain the above items with respect to other improvements.

8.4 Builders' Risk Insurance. During the period of installation of Tenant Finish and of any subsequent renovation of the Leased Premises, the Tenant shall keep or cause to be kept, in full force and effect and continuously maintain, insurance policies in builders' risk form or fire and extended coverage, or some combination of the two, which will provide coverage in an amount not less than the replacement cost of the Leased Premises, with a clause naming Landlord as an insured. All insurance policies shall contain, if available, a provision that cancellation of said policies may not occur without ten (10) days prior written notice to the Landlord.

9. GAMING AND OTHER PROVISIONS

9.1 Licensing. Landlord acknowledges and agrees that Tenant intends to utilize the Leased Premises for the operation of a limited gaming under Colorado Revised Statutes 12-47.1-101, et seq. Tenant shall be responsible for obtaining all licenses for such operation. However, in accordance with the limited gaming statutes and regulations, Landlord may be required to obtain certain licenses, and will, in any event, be required to submit certain information and applications in connection with Tenant's application and operation. Landlord agrees to submit all applications and provide all requested information, financial or otherwise, and to use its best efforts to assist Tenant in obtaining any such necessary licenses for the operation of limited gaming and for liquor licenses (such approvals being referred to herein as the "Approvals"), and shall otherwise fully cooperate with Tenant and any governmental authorities (the "Authorities") in connection with any approval or permit applications of Landlord or Tenant, which shall include, without limitation, provision of such information, books and records as may be requested by such Authorities and compliance with all orders and requirements of such Authorities.

9.2 Failure to Obtain Approvals. This Lease may be terminated by Tenant without liability upon thirty (30) days' written notice in the event Tenant fails to obtain the Licenses and other administrative approvals by August 1, 1999.

10. ENTRY BY LANDLORD. Landlord reserves and shall, during normal business hours, have the right to enter the Leased Premises to inspect the same, except for any gaming security areas, upon reasonable notice to Tenant.

11. LIENS. Tenant shall keep the Leased Premises free from any liens arising out of work performed, materials furnished, or obligations incurred by Tenant and shall indemnify, hold harmless and defend Landlord from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Tenant. In the event that Tenant shall not, within forty-five (45) days following the imposition of any such lien, cause such lien to be released of record by payment or posting of a proper bond or other means, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but no obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien. Notwithstanding the above, Tenant may, in good faith, contest any such liens or claims of lien provided that Tenant shall have deposited with an escrow agent reasonably acceptable to Landlord, an amount sufficient to satisfy such lien in the event Tenant is unsuccessful in such contest, or otherwise secure payment thereof to the reasonable satisfaction of Landlord. In the event of such contest, Landlord shall not pay the lien unless Landlord is required to pay the same in order to avoid immediate forfeiture of the Leased Premises. Landlord shall have the right at all times to post and keep posted on the Leased Premises any notices permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord and the Leased Premises, and any other party having an interest therein, from mechanics' and materialmens' liens, and Tenant shall give to Landlord at least ten (10) business days prior written notice of the expected date of commencement of any work relating to structural alterations to the Leased Premises or any work of the nature described in Section 7.3.

12. INDEMNIFICATION

12.1 Licensing.

12.1.1 Except with respect to Pollutants existing as of the date of the execution of this Lease and defects in the Landlord's Improvements, Tenant shall indemnify and hold Landlord harmless from and defend Landlord against any and all claims of liability for any injury or damage to any person whatsoever occurring in, or about the Leased Premises or any part thereof during the term of the Lease, unless caused by the negligence or willful misconduct of Landlord. Tenant shall further indemnify and hold Landlord harmless from and against any and all liabilities and claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any of its agents, contractors, employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. Except as to Pollutants existing as of the date of this Lease or defects in the Landlord's Improvements, Tenant, as a material part of the consideration to Landlord, hereby assumes all other risk of damage to property or injury to persons in, upon or about the Leased Premises from any cause and Tenant hereby waives all claims in respect thereof against Landlord.

12.1.2 Landlord shall indemnify and hold Tenant harmless from and defend Tenant against any and all claims of liability for any injury or damage to any person whatsoever occurring in, or about the Leased Premises or any part thereof prior to the commencement of the Lease Term, or the earlier date on which possession of the Premises is received by Tenant, unless caused by the gross negligence or willful misconduct of Tenant. Landlord shall further indemnify and hold Tenant harmless from and against any and all liabilities and claims arising from any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease, or arising from any act or negligence of Landlord, or any of Landlord's agents, contractors, employees and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon.

12.2 Pollutants.

12.2.1 Tenant covenants and agrees with Landlord that during this Lease, all Pollutants, which may be used by any person for any purpose upon the Leased Premises shall be used or stored thereon only in a safe, approved manner, in material accordance with all industrial standards and all laws, regulations and requirements for such storage promulgated by any governmental authority, that the Leased Premises will not be used for the principal purpose of storing any such substances, and that no such storage or use will otherwise be allowed on the Leased Premises which will cause or which will increase the likelihood of causing the release of such substances on the Leased Premises.

12.2.2 Tenant will promptly notify Landlord as soon as Tenant knows or suspects that a Pollutant has been released on the Leased Premises.

12.2.3 Tenant shall indemnify and hold Landlord harmless of and from all loss, costs (including reasonable attorney's fees), liability and damage whatsoever that Landlord may be subjected to by reason of any material violation by Tenant or any of the Environmental Laws which occurs upon the Leased Premises, or by reason of the imposition of any governmental lien, action, position, demand or proceeding, (whether civil, criminal or administrative) for the recovery of environmental clean-up costs expended by reason of such violation.

12.2.4 The above indemnity by Tenant relating to Pollutants shall not relate to any Pollutant which existed on the Leased Premises prior to the commencement of the Lease Term, or the earlier date on which possession of the Premises is received by Tenant, unless such Pollutant was introduced to the Leased Premises by Tenant.

12.2.5 Except for any violations caused by Tenant, Landlord covenants and agrees that at the time of commencement of the Lease Term and continuing during the Lease Term, Landlord shall maintain those portions of the Leased Premises described in Section 8.1.1 in accordance with all federal, state and local Environmental Laws, and not to cause, suffer or permit any damage or impairment to the health, safety or comfort of any person or to the environment on the Leased Premises, including, but not limited to, damage or threatened damage to the soil surface or groundwater resources or any condition constituting a nuisance or causing a violation of or resulting in liability under any state, federal or local law, regulation or ordinance. The foregoing obligations of Landlord shall hereinafter collectively be referred to as the "Environmental Obligations." Landlord agrees, promptly to remedy and correct any such violation of any Environmental Obligation pursuant to any final order of the appropriate administrative agency or, non-appealable decree of a court of proper jurisdiction. Landlord covenants and agrees to protect, indemnify and hold Tenant harmless from and against any and all liability, obligations, claims, inducing administrative claim or claims for injunctive relief, loss, cost, damage, expense or liability, including, without limitation, any liability arising under the Environmental Laws, plus reasonable attorneys' fees, incurred by or asserted against Tenant resulting from any failure to comply with the provisions of this Section 12.2. Notwithstanding the above Section 12.2.5, the cost of any cleanup obligation resulting from activities or events occurring during the Lease Term shall be shared fifty percent (50%) by Tenant, unless such cost exceeds One Hundred Thousand Dollars ($100,000.00), in which event, Tenant may elect to terminate this Lease and not pay any cleanup costs which are not due to Tenant's acts.

12.2.6 Landlord represents and warrants that, to the best of its knowledge, there are no hazardous substances present on the Premises. Furthermore, should Tenant be required to close its business operations during the removal or neutralization of hazardous substances by Landlord, all rent and related charges shall be abated until such time as Tenant can safely resume normal business operations.

12.3 Exemption of Landlord From Liability. Landlord shall not be liable for injury or damage which may hereafter be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or any other person in or about the Leased Premises caused by or resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Leased Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, unless caused by the negligence of Landlord.

13. INSURANCE

13.1 Coverage. In addition to any other insurance coverages required by the provisions of this Lease, Tenant shall at all times during the Lease Term, and at its own cost and expense procure and continue in force the following insurance coverage:

13.1.1 Bodily Injury and Liability Insurance with a combined single limit for Bodily Injury and liability, of no less than Two Million Dollars ($2,000,000.00).

13.1.2 Liquor Liability Insurance in the amount of One Hundred Fifty Thousand Dollars ($150,000.00).

13.1.3 Fire and Extended Coverage Insurance including vandalism and malicious mischief coverage, in an amount equal to the full replacement value of all building improvements, fixtures and other improvements to or upon the Leased Premises.

13.1.4 In event of loss, Tenant will give immediate notice by mail to Landlord, who may make proof of loss if not made promptly by Tenant. Each insurance company concerned shall and is hereby authorized and directed to make payment for such loss directly to all insureds and additional insureds.

13.2 Contractor's Insurance. Landlord and Tenant shall require any contractor whom they hire to perform the work on the Leased Premises to carry and maintain a nondeductible:

13.2.1 Comprehensive general Liability Insurance, including, but not limited to, contractor's liability coverage, contractual liability coverage, completed operations coverage, broad form property damage endorsement and contractor's protective liability coverage, of not less than Two Million Dollars ($2,000,000.00) with respect to personal injury or death, and Two Million Dollars ($2,000,000.00) with respect to property damage; and

13.2.2 Workmen's compensation or similar insurance in form and amounts required by law.

13.3 Insurance Policies. The aforementioned minimum limits of policies shall in no event limit the liability of Tenant hereunder. Said insurance shall be with companies having a rating of not less than B in "Best's Insurance Guide" and licensed to sell insurance in the State of Colorado. Tenant shall furnish from the insurance companies or cause the insurance companies to furnish certificates of coverage; and all such policies shall name the Landlord as a co-insured. No such policy shall be cancelable or subject to reduction of coverage or other modification or cancellation except after ten (10) days' prior written notice to Landlord and Landlord's Lender by the insurer. All such policies shall be written as primary policies, not contributing with and not in excess of the coverage which Landlord may carry. Tenant shall, at least twenty (20) days prior to the expiration of such policies, furnish Landlord with renewals thereof or binders for renewed coverage. Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure said insurance on Tenant's behalf and charge Tenant the premiums. Tenant shall have the right to provide such insurance coverage pursuant to blanket policies obtained by Tenant as required by this Lease.

13.4 Waiver of Subrogation. Landlord and Tenant each hereby waive any and all rights of recovery against the other or against the officers, employees, agents and representatives of the other, on account of any loss or damage arising from any cause covered by any insurance required to be carried by each of them pursuant to
Section 12.1 or any other insurance actually carried by each of them, regardless of cause or origin, including the negligence of Landlord or Tenant or their respective agents, officers, and employees. Landlord and Tenant shall cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all policies carried by each of them and such endorsements shall be immediately delivered to the other.

14. DAMAGES OR DESTRUCTION

14.1 Landlord's Obligation to Rebuild.

14.1.1 If all or any part of the Leased Premises is damaged or destroyed by fire, the elements or other casualty, then Landlord shall, promptly and diligently, to the extent of insurance proceeds, repair the damage and restore the Leased Premises. If the insurance proceeds are insufficient to repair and restore the Leased Premises, Landlord shall remain obligated to perform the work, but Landlord and Tenant shall split equally any cost in excess of the insurance proceeds.

14.1.2 Landlord shall not have any liability or obligation for replacement, repair or restoration of any of Tenant's trade fixtures or personal property located in or at the Leased Premises. Tenant shall re-fixture and restore the Leased Premises upon Landlord's completion of work.

14.2 Rent Adjustment. If Tenant is deprived of the use of all or any portion of the Leased Premises by reason of such damage or destruction or the repair thereof, then the Rent and other charges payable hereunder shall be abated (during such period Tenant is not open for business) or proportionately reduced (during such period as Tenant is open for business but is deprived of the use of any portion of the Lease Premises) according to the extent of the interference with Tenant's use thereof. It is understood and agreed that Tenant shall have twenty (20) days after the date Landlord notifies Tenant in writing that all repairs and restoration are completed within which to reopen the Leased Premises and that Tenant shall have no obligation to pay any Base Rent or any Percentage Rent or other charges during such twenty
(20) day period.

14.3 Termination. Notwithstanding anything contained in this
Section 14 to the contrary, if Landlord fails to diligently pursue in good faith such repair and restoration, then Tenant shall give Landlord notice of its belief that Landlord is not diligently pursuing the repair and restoration and Landlord shall have thirty
(30) days to begin or resume the repair and restoration. Tenant shall not be required to give more than one such notice for any specific repair or restoration required to be performed by Landlord. If Landlord fails to so begin or resume the repair and restoration within the time period, Tenant may perform the repairs or restorations and offset the expense of the work against the next Rent due.

15. CONDEMNATION

15.1 Taking. In the event of condemnation by eminent domain or similar law, including a sale in lieu thereof to an authority or other entity having the power of eminent domain (a "Taking"), which results in a taking of (i) more than twenty-five percent (25%) of the Leased Premises, or (ii) materially adversely affects ingress or egress to the Leased Premises, then Tenant may terminate this Lease by giving notice to Landlord not more than forty-five (45) days after the later of the date on which title vests in the condemning authority or the date Tenant receives notice of said vesting.

15.2 Restoration and Rent Adjustment. In the event of a Taking of a portion of the Leased Premises, if this Lease is not terminated by Tenant pursuant to Section 15.1, Landlord at its sole cost and expense, shall promptly restore the Leased Premises as nearly as practicable to a complete unit of like quality and character as existed prior to the partial Taking. If a portion of the Leased Premises is Taken, then from and after the date on which title vests in the condemning authority, the Base Rental payable hereunder shall be equitably reduced in proportion to the area of the Leased Premises Taken.

15.3 Vacation. If this Lease is terminated pursuant to this
Section 15, then any rent and other charges paid in advance shall be refunded to Tenant and Tenant shall have an additional thirty
(30) days, rent free within which to remove its property from the Leased Premises. In the event of any condemnation or Taking or sale as outlined in this Section 15, the entire amount of the award or compensation paid for such condemnation or taking shall belong to and be the property of Landlord except for any portion thereof payable to Tenant. Notwithstanding the above, Tenant shall have the right to pursue such claims as may be separately awarded or recoverable by Tenant on account of any and all damage to Tenant's business by reason of condemnation and for or on account of any cost or loss to which Tenant might be put in moving Tenant's merchandise, trade fixtures, furnishings and other personal property, or for any other damages compensable separately to Tenant that does not reduce Landlord's award.

16. ASSIGNMENT OR SUBLETTING

16.1 Assignment of Lease. Tenant shall have the right to assign, sublease or transfer its interest in this Lease, without the consent of the Landlord to a Close Affiliate of the Tenant. The Tenant shall also have the right to assign its rights under this Lease to any successor to or assignee of the Tenant resulting from any merger, consolidation or reorganization of the Tenant, to an assignee that acquires all or substantially all of the business and assets or stock of the Tenant or to assign or sublease to any other person, provided that in each case the successor, assignee or sublessee, in the reasonable judgment of the Landlord, (i) is financially capable of performing the Tenant's obligations under this Lease, (ii) is of good character and business reputation, and
(iii) has received a gaming license from the State of Colorado for the Leased Premises. At least twenty (20) days prior to an assignment or sublease by Tenant of its interest in this Lease pursuant to and as permitted by this section, Tenant shall consult with the Landlord about such assignment or sublease and provide Landlord with all reasonably requested information about the Tenant's proposed successor or assignee. In any event, such assignments or subleases shall be subject to proper approvals by the Division of Gaming and the State Liquor Enforcement Division.

16.2 Assumption and Release. Any permitted assignee or successor of the Tenant shall assume all of the obligations of the immediate predecessor assignor under this Lease and notice thereof in the form of a duplicate original of such assignment shall be delivered to the Landlord. Upon a valid assignment and the assignee's or successor's assumption of the Tenant's obligations, the assigning party shall not be relieved of its obligations arising after the effective date of such assignment pursuant to this Lease. Any purported assignment, subletting or delegation in violation of Section 16.1 or this Section 15.2 shall be void and shall be ineffective to vest any rights or obligations in the purported assignee or successor.

17. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that upon Tenant paying rent and other monetary sums due under the Lease, performing its covenants and conditions under the Lease, Tenant shall and may peaceably and quietly have, hold and enjoy the Leased Premises for the Lease Term, subject, however, to the terms of this Lease. If Landlord does not comply with the terms of this
Section 17, all rental and other payment obligations then due and thereafter arising shall abate and not become due until such time as Landlord shall have cured its default. In addition, all time periods regarding increased payment of rent, the term of this Lease, and exercise of any options granted hereunder shall be likewise extended for the same amount of time.

18. EVENTS OF DEFAULTS: REMEDIES

18.1 Events of Default.

18.1.1 The occurrence of any of the following shall constitute a material default and breach of the Lease by Tenant, but only after Landlord has given written notice of such default to Tenant, and Tenant has failed to cure such default within fifteen
(15) days (or such longer period provided for hereafter) after receipt of such notice, such failure to cure shall then be an "Event of Default." The Events of Default are as follows:

18.1.2 Any failure by Tenant to pay the rent or any other monetary sums required to be paid hereunder when due, including, without limitation, payments required in Section 5.5 hereof.

18.1.3 The abandonment of the Leased Premised by Tenant, or the cessation by Tenant of the operation of the Casino for 30 or more consecutive days unless such cessation is due to causes beyond the reasonable control of Tenant.

18.1.4 A failure by Tenant to observe and perform any other non-monetary provision of this Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant, provided, however, that if the nature of the default is such that the same cannot reasonably be cured within said thirty (30) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion.

18.1.5 The making by Tenant of any general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, an order for debtor relief, or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Leased Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or the attachment, and execution or other judicial seizure of substantially all of Tenant's assets located at the Leased Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) days, excluding the actions of any Leasehold Mortgagee of Tenant's. It is understood and agreed that due to the nature of the Leased Premises and the personal nature of Tenant's business, that this provision is a material and critical part of the consideration of this Lease.

18.2 Landlord's Remedies Upon an Event of Default.

18.2.1 At any time after occurrence of an Event of Default, without limiting Landlord in the exercise of any right or remedy at law or in equity which Landlord may have by reason of such default or breach, Landlord at its sole subjective discretion shall have the following options:

18.2.2 The Landlord shall have the right to declare this Lease terminated. Said action shall not waive the Landlord's claims against the Tenant, if any. Further, the Landlord may pursue what legal action is necessary in order to regain the Leased Premises, and the Tenant hereby agrees to vacate the same within fifteen (15) days of notice from the Landlord.

18.2.3 Maintain this Lease in full force and effect and recover the rent and other monetary charges without terminating Tenant's obligations irrespective of whether Tenant shall have abandoned the Leased premises. In the event Landlord elects not to terminate the Lease, Landlord shall have the duty to attempt to relet the Leased Premises at such rent and upon such conditions and for the same or different term, conditions, amounts, etc., and to do all acts necessary to maintain or preserve the Leased Premises as Landlord deems reasonable and necessary without being deemed to have elected to terminate the Lease, including removal of all persons and property from the Leased Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, or have the property set out as directed by Sheriff or Court. In the event any such re-letting occurs, Tenant's right to possession pursuant to this Lease shall terminate within fifteen (15) days of notice of the new Tenant's execution of a new lease or a written right to occupancy, if there is none, then upon the new Tenant's taking possession of the Leased Premises. Notwithstanding that Landlord fails to elect to terminate Tenant's possession initially Landlord at any time during the Lease Term may elect to terminate this Lease by virtue of such previous default by Tenant which remains uncured.

18.2.4 Terminate Tenant's right to possession by any lawful means, in which case Tenant's right to possession pursuant to this Lease shall terminate and Tenant shall surrender possession of the premises to Landlord within fifteen (15) days of written notice. Landlord shall be entitled to recover from Tenant only those damages incurred by Landlord by reason of Tenant's default, including only the following: any amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result therefrom including but not limited to the cost of preparing the Leased Premises for reletting, brokerage fees and reasonable attorney fees incurred in such breach and reletting.

18.3 Late Charges.

18.3.1 If any installment of rent or any other sums due collectively from Tenant shall not be received by Landlord or Landlord's designee within ten (10) days after such rent or other sum be due, Tenant shall pay to Landlord a late charge of eight percent (8%) with respect to such overdue amount.

18.3.2 The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of 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 amount nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

18.4 Event of Default by Landlord. Landlord shall not have caused an Event of Default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after receipt of written notice by Tenant to Landlord and to Landlord's Lender, if any, whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance (not including the payment of money), then Landlord shall not Default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

18.5 Tenant's Remedies. If Landlord fails to commence or continue with diligence to cure any default, Tenant shall have all rights and remedies available at law or in equity, including, but not limited to, the right (but not the obligation) to cure such default and receive upon demand from Landlord reimbursement of the amount expended by Tenant in curing such default. If Landlord fails to reimburse Tenant for such amount, Tenant may institute proceedings in any court having jurisdiction over such controversy for collection of such amount, together with reasonable attorneys' fees and court costs incurred by Tenant as a result of such default, or deduct the amount expended by Tenant in curing such default, together with attorneys' fees incurred as a result of Landlord's default from rent and other charges payable under this Lease until all such sums are fully recovered by Tenant.

19. MISCELLANEOUS

19.1 Estoppel Certificate.

19.1.1 Both parties shall at any time upon not less than ten (10) days' prior written notice from the other party execute, acknowledge and deliver a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, (ii) acknowledging that there are not, to such party's knowledge, any uncured defaults on the part of the other party hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Leased Premises.

19.1.2 A failure to deliver such statement within such time shall be conclusive upon the party required to deliver such statement (i) that this Lease is in full force and effect, without modification except as may be represented, and (ii) that there are no uncured defaults in the other party's performance.

19.2 Transfer of Landlord's Interest. Landlord may not transfer, or grant any option to acquire, all or any portion of its interest in this Lease or its interest in the Premises or Property at any time during the term of this Agreement.

19.3 Regulatory Issues Affecting Leased Premises. At the request of Tenant, and upon the consent of Landlord, which consent shall not be unreasonably withheld, Landlord agrees to cooperate with Tenant to grant rights and make agreements with all governmental entities and adjoining property owners as may be reasonably necessary for Tenant's maximum use of the Leased Premises.

19.4 Captions; Attachments; Defined Terms.

19.4.1 The captions of the paragraphs of this Lease are for convenience only and shall not be deemed to be relevant in resolving any question of interpretation or construction of any section of this Lease.

19.4.2 Exhibits attached hereto, and addendums and schedules to this Lease, are deemed by attachment to constitute part of this Lease and are incorporated herein.

19.5 Severability. If any term or provision of this Lease shall, to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be effected thereby, and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law.

19.6 Costs of Suit.

19.6.1 Should either party bring any action for any relief against the other party, declaratory or otherwise, arising out of this Lease, including any suit by Landlord for the recovery of rent or other monies or possession of the Leased Premises, the prevailing party shall be awarded their reasonable attorneys' fees which shall be deemed to have accrued on the commencement of the cause of action and shall be paid whether or not such action is prosecuted to judgment.

19.6.2 Should Landlord, without fault on Landlord's part, be made a party to any litigation instituted by Tenant or by any third party against Tenant, the Leased Premises, or by or against any person holding under or using the Leased Premises by license of Tenant, except for violation of any Environmental Laws not caused by the fault of Tenant, or for the foreclosure of any lien for labor or material furnished to or for Tenant or any such other person or otherwise arising out of or resulting from any action or transaction of Tenant or of any such other person (excluding any such lien or action caused by Landlord), Tenant covenants to save and hold Landlord harmless from any judgment rendered against Landlord or the Leased Premises or any part thereof, and all costs and expenses including reasonable attorneys' fees incurred by Landlord in or in connection with such matter unless due to Landlord's actions or failure to act. The appropriate tribunal or court shall decide whether the Landlord was without fault prior to the enforcement of this Paragraph 16.6.2.

19.7 Time; Joint and Several Liability. Time is of the essence of this Lease and each and every provision hereof, except as to the conditions relating to the delivery of possession of the Leased Premises to Tenant. All the terms, covenants and conditions contained in this Lease to be performed by Tenant, if such party shall consist of more than one person or organization, shall be deemed to be joint and several, and all rights and remedies of the parties shall be cumulative and nonexclusive of any other remedies of the parties at law or in equity.

19.8 Binding Effect; Choice of Law. The parties hereto agree that all provisions hereof are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate paragraph hereof. Subject to any provisions hereof restricting assignment or subletting by Tenant, all of the provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representative, successors and assigns. This Lease shall be governed by the laws of the State of Colorado.

19.9 Waiver. No covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. Acceptance by Landlord of any performance by Tenant after the time the same shall have become due shall not constitute a waiver by Landlord of the breach or default of any covenants, term or condition unless otherwise expressly agreed to by Landlord in writing.

19.10 Surrender of Leased Premises. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of the Landlord, terminate all or any existing sublease or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or subtenancies.

19.11 Holding Over. If Tenant remains in possession of all or any part of the Leased Premises after the expiration of the term hereof, including extensions, with or without the express or implied consent of Landlord, such tenancy shall be from month to month only, and not a renewal hereof or an extension for any further term, and in such case, Base Rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in this Lease, and such month to month tenancy shall be subject to every other term, covenant and agreement contained herein.

19.12 Covenants Running with the Land. All of the covenants, conditions and restrictions set forth in this Lease are intended to be and shall be construed as covenants running with the land, binding upon and inuring to the benefit of the parties hereto, their successors and assigns.

19.13 Force Majeure. If either party to this Lease shall be delayed or hindered in or prevented from the performance of any non-monetary obligation or act required under this Lease by reason of materially adverse weather conditions, strikes, lockouts, labor troubles, failure of power, riots, insurrection, war, fire, casualty, or other acts of God or other reasons of a like nature beyond the reasonable control of the party delayed in performing works or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay, and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay, except as otherwise specifically provided herein to the contrary. The provisions of this Section 19.13 shall not be applicable to delays resulting from the inability of a party to obtain financing or to proceed with its obligations under this Lease because of a lack of funds.

19.14 Liquor Licenses. If Tenant applies for a liquor license, Landlord agrees not to object to said application and agrees to cooperate with the licensing procedures.

19.15 Memorandum of Lease. Landlord and Tenant shall execute, acknowledge and record at Tenant's sole cost and expense, a Memorandum of Lease in a form attached hereto as "Exhibit C" specifying therein the commencement date and termination date of the term of the Lease, as well as any restraints or alienation contained herein, if permitted by the Master Leases.

19.16 No Broker. Landlord and Tenant agree to hold each other harmless against any and all claims by any other person for brokerage commissions arising out of any conversation, negotiations or other dealings held by the other party with any broker regarding this Lease.

19.17 Notices. Every notice, demand, request, designation, consent, approval or other document or instrument required or permitted to be served hereunder shall be in writing, and shall be hand-delivered or sent by registered or certified United States mail postage prepaid, return receipt requested, addressed to the parties hereto as their addresses set forth below. Either party may change the place for serving of such papers upon it, or provide for the delivery of not more than two (2) additional copies, by giving the other party at least ten (10) days' prior notice to such effect. Copies of any notices to Tenant shall be delivered or sent to:

Global Central Corporation ATTN: Stephen G. Calandrella 5373 North Union Boulevard, Suite 100 Colorado Springs, Colorado 80918

All notices shall be deemed to have been duly served on the day of receipt, except that if the first attempt at mailing is refused or returned as non-deliverable, the note shall be deemed received three (3) days after the second mailing attempt.

19.18 Representations. Each party acknowledges and agrees that it has not relied upon any statements, representation, agreements or warranties except such as are expressed in this Lease.

20. DEFINITIONS. As used herein, the following terms shall have the following meanings:

20.1 "Environmental Laws" means all federal, state and local environmental, health and safety statutes, ordinances, rules and regulations, as may from time to time be in effect, including but not limited to federal laws such as the Comprehensive Environmental Response, Compensation and Liability Act ("Superfund" or "CERCLA"), 42 U.S.C. Section 9602 et seq. ; the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), 42 U.S.C. Section 9601(20)(D); the Resource Conservation and Recovery Act (the "Solid Waste Disposal Act" or "RCRA"), 42 U.SC. Section 6901 et seq.; the Federal Water Pollution Control Act, as amended by the Clean Water Act Amendments of 1977 ("CWA"), 33 U.S.C. Section 1251 et seq.; the Clean Air Act of 1966, as amended ("CAA"), 42 U.S.C. Section 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), 7 U.S.C. Section 136 et seq.; the Occupational Safety and Health Act ("OSHA"), 29 U.S.C. Section 651 et seq.; the Safe Drinking Water Act ("SDWA"), 42 U.S.C. Section 300f et seq.; the Toxic Substances Control Act ("ECA"), 15 U.S.C. Section 2601 et seq.; and any and all State of Colorado environmental, health and safety statutes, ordinances, rules and regulations as may from time to time be in effect.

20.2 "Pollutants" means any "hazardous substance" as that term is defined in CERCLA; any "hazardous waste" as that term is defined in RCRA, and any "hazardous material" as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq., as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations or standards issued pursuant to the Environmental Laws); and including any petroleum product or by-product, flammable or explosive material, radioactive material, asbestos, PCBS, dioxins, heavy metals, and radon gas.

20.3 "Close Affiliate" means, when used with respect to any entity:

20.3.1 Any entity who directly or indirectly beneficially owns or controls more than fifty percent (50%) (by voting power as to all matters) of all classes of the outstanding voting equity interests of the entity in question.

20.3.2 Any entity, more than fifty percent (50%) (by voting power as to all matters) of all classes of the outstanding voting equity interests of which are directly or indirectly beneficially owned or controlled by the entity in question; or

20.3.3 Any entity who, along with the entity in question, is beneficially owned or controlled, directly or indirectly, by individual tenants or a common parent entity, which parent entity directly or indirectly beneficially owns or controls more than fifty percent (50%) (by voting power as to all matters) of all classes of the outstanding voting equity interest of such individuals or each such entity.

21. OPTION TO PURCHASE

21.1 Option.

21.1.1 At any time following the Commencement Date and prior to the termination of this Agreement, the Tenant shall have the exclusive right and option, at its sole election, to purchase from the Landlord, and Landlord agrees to sell to Tenant upon exercise of such option, the Premises and the Property in accordance with the terms hereof. In the event Tenant elects to exercise such option, Tenant shall serve written notice upon Landlord that it intends to purchase the Premises and the Property in accordance with the following terms and conditions:

21.1.1.1 The purchase price for the Premises and the Property shall be the aggregate sum of $1,400,000 (the "Purchase Price").

21.1.1.2 The Purchase Price shall be payable by Tenant delivering to Landlord the sum of $130,000 in cash at the time of closing, less all Post-Option Base Rent up to a maximum of four (4) months' Base Rent paid by Tenant to Landlord. In addition, the $20,000 deposit held in escrow in accordance with the provisions of this Agreement shall also be credited towards and applied against the Purchase Price at the closing.

21.1.1.3 The balance of the Purchase Price shall be evidence by Tenant's promissory note in the principal amount of $1,250,000 (the "Note") which, together with interest at the rate of six percent (6%) per annum, shall be payable in equal monthly installments of principal and interest amortized over a term of nine (9) years. Tenant's obligation to repay sums due and owing under the Note shall be secured by a Deed of Trust covering the Premises and a Security Agreement and Financing Statement covering the Property.

21.2 Purchase Contract Upon receipt of Tenant's notice pursuant to the provisions of section 20.1.1 above, Landlord and Tenant shall execute a Real Estate Purchase and Sale Contract (the "Purchase Contract") substantially in the form of Exhibit 21.2 hereto. Such Purchase Contract shall be executed and delivered within twenty (20) days following the delivery of such notice to Landlord. The parties agree to schedule a closing within the closing period established in the Purchase Contract. Landlord shall have the right to defer closing until a date not later than May 31, 2001; provided, however, that all Post-Option Base Rent paid by Tenant to Landlord shall be applied towards and credited against the closing cash portion of the purchase price. No transfer shall take place unless and until the approval of the Colorado Division of Gaming or the Colorado Limited Gaming Control Commission has first been obtained.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date and year first above written:

LANDLORD:                     TENANT:

U.S. Bank, N.A.,                        Global Central Corporation,
a _________ corporation                 a Colorado corporation


By:                                     By:

Name/Title:                             Name/Title:

Date:                                   Date:



STATE OF COLORADO   )
                    ) ss.

COUNTY OF __________)

The foregoing instrument was acknowledged before me this ____day of May, 1999, by , a (title) of U.S. Bank, N.A., a _____________ corporation, as Landlord.

WITNESS my hand and official seal.

My commission expires:

Notary Public

STATE OF COLORADO )

) ss.

COUNTY OF EL PASO )

The foregoing instrument was acknowledged before me this ____day of May, 1999, by Stephen G. Calandrella, President of Global Central Corporation, a Colorado corporation, as Tenant.

WITNESS my hand and official seal.

My commission expires:

Notary Public

EXHIBIT "21.2"

REAL ESTATE PURCHASE AND SALE CONTRACT

THIS CONTRACT is made this day of , 2000 by and between Global Central Corporation, a Colorado corporation, and/or assigns ("Buyer") and ("Seller").

1. The Property. Subject to the terms and conditions hereinafter set forth, Buyer agrees to purchase and Seller agrees to sell and convey the real property, building and personal property (collectively the "Property") located in the County of Gilpin, State of Colorado, having the street address of 106 and 108 Main Street, Central City, Colorado 80427, and more particularly described as follows:

Block , Lots and Block , Lots ,

Together with (i) all easements, rights-of- way, and vacated roads, streets and alleys, adjacent or appurtenant to the Property; (ii) all buildings, fixtures and improvements on the Property (the "Improvements"); (iii) all of Seller's right, title and interest in and to all deposits, licenses, permits, contract rights, warranties and guarantees, and all other intangible personal property associated with or related to the Property or the Improvements; (iv) all equipment, machinery, supplies, signages, fixtures and any other tangible personal property owned by Seller and associated with, related to, located upon or used at the Property or the Improvements (the "Equipment").

2. Purchase Price. The purchase price for the Property shall be One Million Four Hundred Thousand Dollars ($1,400,000). The purchase price shall be paid to Seller by Buyer as follows:

a. Earnest Money Deposit. The sum of Twenty Thousand Dollars ($20,000) in the form of Buyer's corporate check, as earnest money deposit and part payment of the Purchase Price, payable to and held by the title company identified in Section 4 below ("Title Company"). Title Company shall hold the earnest money deposit in its trust account on behalf of both Seller and Buyer, subject to the provisions of this Contract. Title Company is authorized to deliver the earnest money deposit to the Closing Agent, if any, at or before closing.

The balance of the Purchase Price in the amount of One Million Three Hundred Eighty Thousand Dollars ($1,380,000) shall be paid as follows:

b. Cash at Closing. One Hundred Thirty Thousand Dollars ($130,000) to be delivered by Buyer in certified funds at Closing.

c. Seller Financing. The balance of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) shall be paid and evidenced by Buyer's promissory note (the "Note") in a form mutually agreeable to both Buyer and Seller, to be secured by a first deed of trust (the "First Deed of Trust") and UCC-1 Security Agreement and Financing Statement ("Security Agreement") in a form mutually agreeable to both Buyer and Seller. The Note and First Deed of Trust shall contain (among others) the following provisions:

(1) The Note shall be amortized on the basis of nine (9) years, payable in monthly installments of principal and interest at the rate of six percent (6%) per annum. Payments shall commence the first day of the month following the Closing Date, and thereafter shall be due on the 1st day of each succeeding month. If not sooner paid, the balance of principal and accrued interest shall be due and payable nine (9) years from the Closing Date;

(2) If any payment is not received within fifteen
(15) calendar days after its due date, a late charge of five percent (5%) of such monthly payment shall be due. Interest on lender disbursements under the deed of trust shall be eight percent (8%) per annum. Default interest rate shall be twelve percent (12%) per annum;

(3) There shall be no pre-payment penalty; and

(4) The Note, First Deed of Trust, Security Agreement and Financing Statement shall provide that the obligation of the Buyer with respect to the indebtedness secured thereby shall be limited wholly and solely to the value of the Property encumbered thereby at the time of default, without recourse against the Buyer for any deficiency.

d. Allocation. For all purposes, Seller and Buyer irrevocably agree that the purchase price for the Property shall be allocated as follows:

Real Estate $ Equipment
$1,400,000

3. Survey. Within thirty (30) days of the date hereof, or such later date as the parties shall agree, Seller, at its expense, shall obtain and furnish to Buyer a current boundary and improvement survey plat of the Property, certified by a licensed Colorado surveyor, showing thereon the correct legal description, property dimensions, square footage, roadways, easements, rights- of-way, fences, walls and encroachments, if any, recorded or in place, and all improvements, with the dimensions thereof.

4. Title Evidence.

a. Property and Improvements. At Seller's expense, a current commitment for an owner's title insurance policy, issued by Clear Creek Gilpin Abstract and Title Corp. (the "Title Company") in an amount equal to the purchase price, and certificates of taxes due issued by the Treasurer of the County of Gilpin showing the current status of all taxes and assessments due or accruing, shall be delivered by Seller to Buyer on or before , 2000 ("Title Deadline"). Buyer may require of Seller that copies of instruments (or abstracts of instruments) listed in the schedule of exceptions ("Exceptions") in the title insurance commitment also be furnished to Buyer at Seller's expense. The title insurance commitment, together with any copies or abstracts of instruments furnished pursuant to this Section 4, constitute the title documents ("Title Documents"). Buyer, or Buyer's designee, must request Seller, in writing, to furnish copies or abstracts of instruments listed in the schedule of exceptions no later than ten
(10) calendar days after the Title Deadline. Seller will pay the premium at closing and have the title insurance policy delivered to Buyer as soon as practicable after Closing. Said policy shall be issued on the current ALTA Owner's Policy form, with standard printed exceptions, 1, 2, 3 and 4 deleted, except for matters of survey approved by Buyer, with "gap" protection, and with no other exceptions other than those permitted by Section 7 below.

5. Approval of Title Evidence and Survey.

a. Title Review. Buyer shall examine the Survey, Title Documents, and the certificates of taxes due (the "Title Evidence") furnished by Seller. Written notice by Buyer of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Evidence shall be signed by or on behalf of Buyer and given to Seller on or before , 2000, or within five
(5) calendar days after receipt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document adding new Exception(s) to title. Upon receipt of notice of defects from Buyer, Seller may, by written notice to Buyer within ten (10) days, elect to cure such defects or not to cure them. Unless Seller elects to cure such defects, Buyer may, by written notice to Seller at or before the Closing (a) elect to waive such defects and proceed to close; or (b) terminate this Contract. In the event that Buyer fails to give written notice of defects or of termination within the times stated herein, Buyer shall be deemed to have accepted and approved the status of the title as disclosed by the Title Evidence. If Buyer gives notice of termination pursuant to this Section 5, this Contract shall terminate, the Title Company shall promptly return to Buyer its earnest money deposit, and both parties shall be released from all further obligations hereunder.

b. Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before the Title Deadline set forth in Section 4, true copies of all lease(s), sub-lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine if any third-party has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspections shall be signed by or on behalf of Buyer and given to Seller on or before , 2000. If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of third-parties of which Buyer has actual knowledge.

c. Special Taxing Districts. In the event the Property is located within a Special Taxing District and Buyer desires to terminate this contract as a result, if written notice is given to Seller on or before , 2000, this Contract shall then terminate. If Seller does not receive Buyer's notice by the date specified above, Buyer accepts the effect of the Property's inclusion in such Special Taxing District(s) and waives the right to so terminate.

6. Seller's Information. On or before the dates stated below, Seller, at its expense, shall furnish the following documentation ("Seller's Information") to Buyer:

a. On or before , 2000, Seller and Buyer shall work together to obtain on Buyer's behalf and for its benefit a phase one environmental audit ("Environmental Audit") of the Property performed by licensed and qualified environmental scientists/engineers acceptable to Buyer. Buyer shall pay the cost of obtaining the Environmental Audit. In the alternative, Seller may provide Buyer with a Phase I conducted within the past twelve
(12) months, together with the representation of warranty contained in Paragraph 11(c).

b. Buyer's performance under this Contract shall be contingent upon Buyer's approval of Seller's Information. If Buyer is not satisfied with any item of Seller's Information, Buyer shall so notify Seller, in writing, within fourteen (14) days of Buyer's receipt of such item. Upon receipt of notice of defects from Buyer, Seller may, by written notice to Buyer with ten (10) days, elect to cure such defects or not to cure them. Unless Seller elects to cure such defects, Buyer may, by written notice to Seller at or before Closing (a) elect to waive such defects and proceed to close; or (b) terminate this Contract. In the event that Buyer fails to give written notice of defects or of termination within the times stated herein, Buyer shall be deemed to have accepted and approved the status of Seller's Information. If Buyer gives notice of termination pursuant to this Section 6, this Contract shall terminate, the Title Company shall promptly return to Buyer its earnest money deposit, and both parties shall be released from all further obligations hereunder.

7. Conveyance. Title to the Property shall be merchantable in the Seller. Subject to payment or tender as above provided and compliance with the other terms and conditions hereunder by Buyer, Seller shall convey the Property and Improvements to Buyer by good and sufficient Trustee's deed. All other portions of the Property shall be conveyed to Buyer by assignment or other appropriate instrument of conveyance executed by Seller. All conveyances shall be free and clear of (a) all taxes and assessments, except general property taxes accruing and not due and payable as of the date of Closing; (b) the lien of all special improvements installed as of the date of Closing, whether assessed or not; and (c) all other liens, encumbrances, leases, easements, rights-of-way, reservations and restrictions, except (i) zoning codes and regulations, (ii) the title exceptions listed in the schedule of exceptions ("Exceptions") in the title insurance commitment described in
Section 4 above, and (iii) leases and unrecorded liens existing as of the date of Closing, provided copies of said leases and/or liens have been provided to, and approved by, Buyer in accordance with the provisions of Section 5(b) above prior to the date of Closing. The funds to be paid by Buyer to Seller pursuant to the provisions of Section (c) above may be used by Seller to discharge any liens encumbering the Property.

8. Adjustments. Real estate and personal property taxes for the year of Closing, based upon the most recent levy and the most recent assessment, prepaid rents, water, sewer and all other utilities and charges shall be apportioned to the Date of Closing and adjusted against or credited to the payment described in
Section 2(b) above. In the event demand is made by the treasurer of the County of Gilpin for full payment of personal property taxes for the year in which the Closing occurs, each of the parties hereto shall pay its share thereof, apportioned as above provided, in cash at Closing. Seller shall pay in full and save Buyer harmless from any sales/use tax assessed as a result of the sale of the personal property hereunder.

9. Closing.

a. Closing Date. Unless extended by the terms of this Agreement or by mutual consent of the parties hereto, the Closing of this transaction shall be held on or before , 2000, at a time and location mutually agreeable to both Buyer and Seller; provided, however, that Seller shall have the right to defer the Closing Date until as late as May 31, 2001.

b. Seller's Deliveries. At the Closing, Seller shall deliver the following:

(1) A Trustee's deed (the "Deed"), delivered to Buyer in accordance with the provisions of Section 7 above; and

(2) A bill of sale conveying all Equipment and other personal property located on the Property to Buyer; and

(3) An assignment of all guarantees or warranties pertaining to the Property, if any, in Seller's possession, which are assignable at no cost to Seller and do not require the approval of any third party; and

(4) Seller shall execute, acknowledge and deliver, at or subsequent to Closing, such other instruments, documents and materials as the Title Company may reasonably request to vest title to the Property in Buyer, including a standard form Seller's affidavit.

c. Buyer's Deliveries. At the Closing, Buyer shall deliver the following:

(1) The sum of One Hundred Thirty Thousand Dollars ($130,000) in certified funds payable to Seller; and

(2) An executed original of the Note and related First Deed of Trust and Security Agreement and Financing Statement in favor of Seller; and

(3) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement.

10. Contingencies. This Contract and Buyer's performance hereunder are contingent upon Buyer's satisfaction, in exercise of its sole discretion, with each of the following conditions:

a. All defects in Title and Seller's Information, if any, shall have been remedied to Buyer's satisfaction in accordance with the provisions of Section 5 and 6 above; and

b. The Title Company shall be standing ready to issue an ALTA Owner's Policy of Title Insurance insuring Buyer's interest in the Property, dated the date of Closing in the amount of the Purchase Price; and

c. The Board of Directors of Buyer shall have approved and ratified this Agreement and shall have authorized the appropriate officers of the Buyer to execute same and fully perform its terms within twenty (20) days of the date of this Agreement; and

d. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the date of Closing; and

e. Seller shall have satisfied its obligations and requirements under Section 9(b) above.

Each of the Contingencies set forth above must be satisfied and removed on or before the date specified in each respective Contingency ("Contingency Termination Date"). In the event one or more of the Contingencies has not been satisfied and removed by the relevant Contingency Termination Date, then, at Buyer's election (i) this Contract shall terminate, the earnest money deposit shall be returned to Buyer and both parties shall be released from this Contract; or (ii) Buyer and/or Seller shall have the option to continue their efforts to satisfy and remove the remaining Contingencies; provided, however, that in the event Buyer or Seller elects to continue their efforts to remove the remaining Contingencies, either party may, at any time following the Contingency Termination Date, and upon ten (10) days advance written notice ("Contingency Termination Notice"), elect to terminate this Contract. Upon receipt by either party of the other party's Contingency Termination Notice, the party receiving the Contingency Termination Notice shall have ten (10) days to remove and/or waive all remaining Contingencies, and to close the transactions contemplated by this Contract. In the event the party receiving the Contingency Termination Notice is unable to consummate the transactions contemplated by this Contract within said ten (10) day period, this Contract shall terminate (unless the tenth (10th) day falls on a weekend or legal holiday, in which case the ten (10) day period shall be extended until the next business day following the weekend or legal holiday), the earnest money deposit shall be returned to the Buyer and both parties shall be released from all further obligations under this Contract.

11. Possession; Inspection.

a. Time of Possession. Possession of the Property shall be delivered to Buyer at the Closing.

b. Entry Prior to Closing. Prior to the Closing, Buyer and its agents and employees shall be authorized to enter upon the Property in order to inspect, appraise and survey the Property; provided, however, that Buyer shall coordinate such inspection with Seller, and provided further that at all times Buyer shall comply with applicable laws; shall save and protect Seller harmless from any and all liability on account of the actions of Buyer, its agents or employees, upon the Property; shall cause no harm or damage to the Property; and shall not allow any liens to be filed against the Property as a result of such activities of Buyer, its agents or employees.

12. Seller's Representations. In addition to its representations and warranties elsewhere in this Contract, Seller represents and warrants to Buyer that as of the date of its execution of this Contract and on the date of Closing all of the following statements are and will be true:

a. Casualty or Condemnation. To the best of Seller's knowledge and belief there are no pending or threatened condemnation proceedings, assessments or litigation of any kind affecting the Property or any part thereof. In the event that, prior to the Closing, a condemnation proceeding, assessment or legal action affecting the Property or any part thereof shall be commenced, levied or threatened, this Contract may be terminated at the option of the Buyer upon notice to Seller, whereupon the earnest money deposit shall be returned by the Title Company to the Buyer and all parties shall be released herefrom. Should Buyer elect or be obligated to carry out this Contract despite a taking, Buyer shall be entitled to all of the condemnation proceeds resulting from any such taking.

b. Defects. There is no condition known to Seller existing with respect to the Property or its operation, or any part thereof, which violates any law, rule, regulation, ordinance, covenant, restriction, code, order, decree or ruling of the County of Gilpin, the State of Colorado, the United States, or any agency or court. Seller has not received notice, written or otherwise, from any governmental, quasi-governmental or private agency or party requiring or demanding the correction of any condition with respect to the Property, or any part thereof, or the cessation of any activities upon the Property.

c. Authority. Seller is the sole owner of the Property, is duly authorized and empowered to execute and deliver this Contract and the execution and delivery hereof will not cause or constitute any breach of or default under any law, contract or other agreement.

d. Taxes. There are no unpaid and due tax assessments affecting the Property and shown on the Tax Certificate which will not be fully paid, accounted for or adjusted at or prior to Closing.

e. Valid Transfer. Seller represents and warrants to Buyer that the transfer of the Property to Buyer will not violate the Colorado Uniform Fraudulent Transfer Act, C.R.S. Sections 38-8- 101, et seq., and Seller agrees to indemnify, defend and hold harmless Buyer and the Property from the claims of Seller's creditors, and for all costs and expenses of Buyer incurred in connection therewith, including Buyer's attorneys' fees.

13. Buyer's Representations.

a. Authority. Buyer is duly and properly authorized to carry on its business in the State of Colorado and has full authority to enter into this Agreement, to comply with all the terms and obligations hereof and to consummate the transactions provided for hereunder. The execution and delivery of this Agreement and the transactions provided for hereunder will be duly authorized by all necessary corporate action of the Buyer and this Agreement will, when executed and delivered by Buyer, constitute the valid and binding obligation of Buyer enforceable in accordance with its terms.

b. Defaults. The execution and delivery of this Agreement and the transactions provided for herein will not result in a breach of any of the terms and provisions of or constitute default under or conflict with any agreement, indenture, mortgage, lien, lease, consent, license, franchise or other instrument to which Buyer or any person or entity which Buyer represents is bound.

14. Default. Time is of the essence hereof. If any payment or any other condition hereof is not made, tendered, or performed by the Buyer as herein provided, or if Buyer shall fail to close within the time stated in Section 9 above, then at the election of the Seller, and provided Buyer has not rightfully terminated this Agreement and/or Seller shall not then be in default hereunder or unable to convey merchantable title to Buyer, this Contract shall terminate, and the earnest money deposit shall be paid to and retained by the Seller as Seller's sole remedy hereunder and as liquidated damages for Buyer's default or failure to close. In such event neither party shall have any further or other obligations hereunder to the other; provided, however, that Buyer shall deliver to Seller, without additional cost, all contracts, documents, agreements, appraisals, encumbrances, insurance policies, site plans, studies, surveys, test results permits, licenses, easements, maps, plats, leases, reports and data pertaining to or affecting the Property which are in Buyer's possession or under Buyer's control. If Seller is unable to convey merchantable title or otherwise defaults hereunder, or fails or neglects to perform its obligations or covenants as set forth in this Contract, then Buyer may elect to terminate this Contract, whereupon the earnest money deposit shall be returned by the Title Company to the Buyer and both Buyer and Seller shall thereupon be released from all obligations hereunder; or Buyer may elect to treat this Contract as being in full force and effect, in which event Buyer shall have the right to an action against Seller for specific performance and damages.

15. Commissions. The Seller represents that no commissions or fees shall be due or payable as a result of this transaction and Seller agrees to indemnify and hold Buyer and the Property harmless from any and all claims by brokers and sales agents to commissions and fees, and for all costs and expenses, including Buyer's attorney fees, incurred in connection with any such claims, except as to brokers or agents with whom Buyer has contracted directly.

16. Applicable Law. This Contract is made in and shall be construed and interpreted in accordance with the law of the State of Colorado.

17. Assignment. Buyer may assign its rights under this Agreement without the consent of Seller to a wholly owned subsidiary of Buyer or to an entity controlled by or under the common control of Buyer.

18. Attorney Fees. If either party commences an action to enforce or interpret any portion of this Contract, the prevailing party in such action shall be entitled to recover from the non- prevailing party all costs and expenses, including reasonable attorney fees, incurred by the prevailing party in any such action.

19. Notices. Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed to be given and delivered when deposited with the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the party intended at the address stated below, or to such other address as may hereafter be furnished in writing:

If to Buyer:        Global Central Corporation
                    Attn: Stephen G. Calandrella
                    5373 North Union Boulevard, Suite 100
                    Colorado Springs, Colorado 80918

With Copies to:     Neuman, Drennen & Stone, LLC
                    Attn:  Clifford L. Neuman
                    1507 Pine Street
                    Boulder, Colorado  80302

If to Seller:       U.S. Bank, N.A., Trustee
                    c/o Ken Roth
                    950 17th Street, Suite 615
                    Denver, Colorado  80212

With Copies to:     Lyle Sheftel
                    9683 Camino Capistrano Lane
                    Las Vegas, Nevada  89148-8048

                    and

                    Robert Rottman
                    1331 17th Street, Suite 510
                    Denver, Colorado 80202

20. Complete Agreement. This Contract expresses the entire agreement of Seller and Buyer. There are no other understandings, oral or written, which in any manner alter or enlarge its terms. This Contract supersedes any and all agreements between the parties hereto regarding the Property which are prior in time to this Contract. Seller and Buyer agree to execute such additional documents as may be reasonable and necessary to carry out the provisions of this Contract.

21. Survival. All representations, warranties, indemnities and covenants made herein shall survive the termination of this Contract prior to Closing or, alternatively, the Closing of this Contract and the conveyance of title hereunder, as the case may be, and shall remain enforceable after either of such events.

22. Set-off. Following the Closing, any sums owed hereunder by one party to the other that are not paid when due may be applied as a set-off against any sums then or thereafter due to the defaulting party, including, but not limited to, a portion of the purchase price due Seller from Buyer, as evidenced by the Note.

23. Alternative Dispute Resolution. If a dispute arises relating to this Contract, and is not resolved, the parties shall first proceed in good faith to submit the matter to mediation. Buyer and Seller will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. In the event the entire dispute is not resolved within thirty (30) calendar days from the date written notice requesting mediation is sent by one party to the other, the mediation, unless otherwise agreed, shall terminate. This section shall not alter any date in this Contract, unless otherwise agreed.

24. Loss by Fire, Other Casualty or Condemnation. In the event that prior to the Closing, the Property, or any substantial part thereof, is destroyed or materially damaged, Buyer shall have the right, exercisable by written notice to Seller within ten (10) days after receiving notice of such damage or destruction, either
(i) to terminate this agreement, in which case neither party shall have any further rights or obligations hereunder and the escrow deposit shall be promptly returned to Buyer, or (ii) to accept the Property in its then condition, proceed with the Closing, and receive and accept an assignment of Seller's rights to any insurance proceeds payable by reason of such damage or destruction. Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to the rights of the tenant under the Lease of the Property, and/or applicable law.

In the event that prior to the Closing, there is any insubstantial or immaterial damage to the Property, Buyer shall accept the Property in its then condition and proceed with the Closing, in which case Buyer shall be entitled to an assignment of any insurance proceeds. Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to the rights of the tenant under the Lease of the Property, and/or applicable law.

In the event that prior to Closing, all or any material portion of the Property is subject to a taking by public authority, including a pending or threatened condemnation, Buyer shall have the right, exercisable by notice to Seller within ten (10) days after receiving notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder and the escrow deposit shall be returned to Buyer promptly, or (ii) to accept the Property in its then condition, proceed with the Closing and receive an assignment of all of Seller's rights to any condemnation award payable by reason of such taking. Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to the rights of the tenant under the Lease of the Property, and/or applicable law.

In the event that prior to Closing, any insubstantial or immaterial portion of the Property is subject to a taking, Buyer shall accept the Property in its then condition and proceed with the Closing, in which case, Buyer shall be entitled to an assignment of all of Seller's rights to any award in connection with such taking. Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to the rights of the tenant under the Lease of the Property, and/or applicable law.

For purposes of this Section 24, damage to the Property or a taking of a portion thereof, shall be deemed to involve a substantial or material portion if the reasonably estimated cost of restoration or repair of such damage, or the amount of condemnation award with respect to a taking, shall exceed $50,000.

25. Execution. This Contract may be executed by telex, telecopy or other facsimile transmission, and such facsimile transmission shall be valid and binding to the same extent as if it were an original. Further, this Contract may be signed in one or more counterparts, all of which when taken together shall constitute the same document.

IN WITNESS WHEREOF, Buyer and Seller have signed this Contract as of the date first above set forth.

GLOBAL CENTRAL CORPORATION,
a Colorado corporation

ATTEST:

By:/s/Stephen G. Calandrella
    Stephen G. Calandrella, President

Seller:

EQUIPMENT LEASE AND SUBLEASE AGREEMENT

THIS EQUIPMENT LEASE AND SUBLEASE AGREEMENT (the "Agreement") is entered into this ____ day of June, 1999, by and between PLATO FOUFAS & CO., an Illinois corporation, and PLATO FOUFAS, individually (hereafter collectively "Foufas"), PARK NATIONAL BANK & TRUST OF CHICAGO ("Lender") and GLOBAL CENTRAL CORPORATION, a Colorado corporation, ("Global").

RECITALS

WHEREAS, Foufas is the owner of that certain property and equipment identified on Exhibit A (the "Owned Equipment") and is the lessee of that certain property and equipment also identified on Exhibit A (the "Leased Equipment") (hereafter the Owned Equipment and Leased Equipment may collectively be referred to as the "Equipment"); and

WHEREAS, Foufas desires to rent to Global and Global desires to rent from Foufas the Equipment; and

WHEREAS, the Leased Equipment was delivered to Foufas pursuant to that certain Equipment Lease (the "Lease") dated as of January 9, 1995 in which Park Western Leasing, Inc. ("Park Western") was the lessor and Tollgate Stage Door, LLC ("Tollgate") was the lessee; and

WHEREAS, concurrently with the execution of the Lease, Plato Foufas, individually, executed an individual guaranty (the "Guaranty") of the payments due by Tollgate pursuant to the Lease; and

WHEREAS, on January 25, 1995 Park Western entered into a certain Without Recourse Seller's Agreement (the "Park Western Agreement") pursuant to which Park Western assigned to Lender the Lease together with all of Park Western's right, title and interest in and to the Leased Equipment, and as a result of which Lender is the current title holder of and holds a security interest in the Equipment described and set forth on Exhibit A hereto; and

WHEREAS, following the occurrence of various conditions of default and events of default under the Lease and Guaranty (hereinafter collectively the "Agreements"), Foufas and Lender entered into a certain Forbearance Agreement dated as of July 31, 1996 (the "Forbearance Agreement"), pursuant to which Lender agreed not to execute its rights under the Agreements by virtue of the existence of defaults thereunder (the "Current Defaults"), subject to the terms and conditions set forth in such Forbearance Agreement; and

WHEREAS, pursuant to that certain Forbearance Agreement executed July 31, 1996, by and between Plato Foufas, Plato Foufas & Co. and Park National Bank & Trust of Chicago, Lender is the current title holder of and holds a security interest in the Equipment described and set forth on Exhibit A hereto.

NOW, THEREFORE, in consideration of the above recitals, the mutual promises herein contained and such other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Lease of Equipment. Foufas hereby agrees to lease and rent to Global the Equipment and Global hereby agrees to lease the Equipment from Foufas for the term of this Agreement. In addition, Global acknowledges that a portion of the Equipment is located in Foufas' storage space located in Nationwide Self Storage, Unit A- 19, in Golden, Colorado (the "Storage"), and Foufas hereby leases and agrees to allow Global access to the Storage for purposes consistent with the provisions of this Agreement.

2. Lender's Consent. Lender hereby consents to the lease, sublease and option grant set forth in Paragraph 17 hereof of the Equipment set forth on Exhibit A hereto. Lender represents and warrants that the Lease is valid, enforceable and in full force and effect and any condition or event of default thereunder is subject to the Forbearance Agreement attached hereto as Exhibit B. Further, Lender represents and warrants that the execution and delivery of this Agreement and the grant of the lease, sublease and option to Global hereunder do not and will not constitute a default under the Lease or the Forbearance Agreement. Lender agrees that, should there occur an event of default under the Lease or the Forbearance Agreement, Lender shall serve written notice of such event of default to Global concurrently with any notice sent by Lender to Foufas and agrees to permit Global the opportunity to cure any such event or condition of default under the Lease or the Forbearance Agreement in accordance with their respective terms and subject to its conditions.

3. Extension of Forbearance Agreement and Option. In consideration of the mutual covenants and agreements herein contained, Lender agrees to extend the termination date of the Forbearance Agreement (the "Forbearance Termination Date") for an additional twenty (20) months or until August 1, 2001. Lender further agrees that by such extension the option to purchase the Leased Equipment granted under the Lease shall remain in full force and effect until the revised Forbearance Termination Date, provided that no condition or event of default under the Forbearance Agreement shall occur or shall fail to be cured in accordance with its terms and conditions. Lender further represents and warrants that the option price which will be necessary to be paid under the Lease to purchase the Equipment shall not exceed the sum of Thirty- Five Thousand Dollars ($35,000).

4. Rental. Global shall pay Foufas as rent for the use of the Equipment, the sum of One Thousand Seven Hundred Dollars ($1,700) per month for each month during the term hereof, with the first payment due upon and subject to Global obtaining a valid gaming casino license (the "License") from the Colorado Division of Gaming permitting the operation of the Tollgate Casino in Central City, Colorado (the "Casino"), which date shall be the Commencement Date of this Agreement. Should Global not receive or obtain the License on or before August 31, 1999, this Agreement shall terminate without liability to Global to pay any rent hereunder. In addition, beginning on the Commencement Date, Global shall pay and discharge all rent and other sums due for use and occupancy of the Storage; provided, however, that Global shall have the right to remove all items of personal property from the Storage Unit and upon Global's notification of Foufas that all items of personal property have been removed from the Storage, Foufas shall terminate the Storage Unit Lease and Global shall have no further obligation to pay rent or other sums due thereunder.

5. Possession. Possession of the Equipment shall be delivered to Global upon execution of this Agreement. Global accepts the Equipment in an "as is" condition.

6. Ownership and Use.

a. Foufas represents and warrants that the Owned Equipment is owned by Foufas free and clear of all claims, liens or encumbrances of third parties. During the term hereof, Foufas agrees not to suffer or permit any liens or other encumbrances to be asserted against such Owned Equipment described on Exhibit A and agrees at all times to maintain itself as the sole and exclusive owner of such property.

b. Foufas represents and warrants that the Leased Equipment is held subject to the Forbearance Agreement and the Lease. Foufas represents and warrants that the Forbearance Agreement is valid, enforceable and in full force and effect and there does not exist any condition or event of default thereunder. During the term hereof, Foufas agrees to maintain such Forbearance Agreement in full force and effect and not to suffer or permit any default to occur thereunder. Foufas agrees that, should there occur a default under the Forbearance Agreement during the term, Foufas shall serve written notice of such default upon Global and grants to Global the right without further notice to Foufas to make such payments and take such other actions as Global may deem necessary, reasonable or advisable to cure such default and to maintain such Forbearance Agreement in full force and effect and in good standing. Any costs or expenses incurred by Global to cure any default under any such Forbearance Agreement may be offset and credited by Global against any and all rent due hereunder as well as against payment of the option price, should Global exercise its option to purchase granted hereunder.

c. Global shall keep the Equipment free and clear from all claims, levies, liens, and encumbrances. Global shall give Foufas immediate notice of any attachment, seizure or other process affecting any article of Equipment.

d. Global shall not pledge, lend, create a security interest in, sublet or relinquish possession of the Equipment or any part thereof, or attempt in any manner to dispose of the Equipment, or remove the Equipment or any part thereof from its casino without Foufas's written consent. Global shall operate and use the Equipment in accordance with all applicable manufacturers' and owners' manuals of instruction, and such operations shall be by competent and qualified personnel.

e. Global shall keep the Equipment at the location of the Tollgate Casino, Central City, Colorado, and the Equipment shall not be removed therefrom without the prior written consent of Foufas. Foufas shall have the right to inspect the Equipment at any reasonable time during normal business hours. If Foufas provides Global with labels stating that the Equipment is owned by Foufas, Global shall affix and keep same in a prominent place on each item of Equipment.

f. Global shall use the Equipment in a careful and lawful manner in compliance with all laws, ordinances, regulations, requirements and rules of any governmental authority with respect to the use, maintenance, modification and operation of the Equipment. Global shall provide Foufas with written certification of such compliance upon reasonable request by Foufas. Global shall not make any alterations, additions or improvements to the Equipment without the prior written consent of Foufas, which consent shall not be unreasonably withheld. All additions and improvements made to the Equipment shall be the property of Foufas, shall not be removed without the prior written consent of Foufas, and shall be made at the sole cost and expense of Global.

7. Repairs and Maintenance. Global shall keep the Equipment in good working condition, and shall pay all costs and expenses associated with all repairs and replacement parts necessary for the proper maintenance and preservation of the Equipment. Global shall provide all the repair services, parts and supplies necessary to properly maintain the Equipment.

8. Expenses. Global shall be liable for all expenses which may be incurred from time to time arising out of this Agreement, including but not limited to all property taxes, license fees, use and excise taxes, title and registration fees and other governmental assessments imposed as a result of the Equipment's presence and use in Central City, Colorado.

9. Damage or Theft. Global hereby agrees to replace or pay the fair market value of any of the Equipment which is damaged, destroyed, stolen or which in any way becomes unavailable for return to Foufas. Upon termination of this agreement, provided Global does not exercise the purchase option provided for herein, all Equipment shall be returned in good working condition, ordinary wear and tear excepted.

10. Insurance. Global shall provide and maintain insurance against loss, theft, damage or destruction of the Equipment in an amount no less than the fair market value of the Equipment, with Foufas and Lender named as co-insured. Global shall also provide and maintain comprehensive general all-risk liability insurance insuring Global and naming Foufas and Lender as co-insureds against any and all loss or liability for damages either to person or property or otherwise which may result or arise from any condition, use or operation of the Equipment. Each policy shall expressly provide that said insurance as to Foufas and Lender and their respective assigns shall not be invalidated by any act, omission or neglect of Global and cannot be canceled without thirty (30) days' written notice to Foufas and Lender. As to each policy, Global shall furnish Foufas and Lender with a Certificate of Insurance from the insurer, which Certificate shall evidence the insurance coverage required by this paragraph and shall designate Foufas and Lender as loss payees and/or additional insureds. If Global fails to procure or maintain said insurance, Foufas and/or Lender shall have the right, but shall not be obligated, to effect such insurance, in which event Foufas or Lender, as the case may be, shall notify Global of any such payment and Global shall repay such party within fifteen (15) days after such notice is mailed to Global.

11. Term. The term of this Agreement shall commence upon Global obtaining the License from the Colorado Division of Gaming permitting the operation of the Casino (the "Commencement Date") and shall terminate twenty-two (22) months following the Commencement Date (the "Termination Date").

12. Return of Equipment. Upon termination of this Agreement, Global hereby agrees to return to Foufas possession of the Equipment. Possession shall be redelivered to Foufas at the Casino premises.

13. Assumption of Liability for Use of Tollgate Tokens. Global does hereby agree to assume any and all liability whether financial or otherwise, for whatever reason, arising during the term of this Agreement out of Global's use of Tollgate Casino tokens, including, but not limited to, any liability relating to the redemption of Tollgate Casino tokens pursuant to applicable Casino Gaming regulations. Global shall otherwise indemnify Foufas for any claims, actions, damages or liabilities, including attorneys' fees, arising out of the use of Tollgate Casino tokens by Global, its agents and/or assigns.

14. Default. The occurrence of any of the following events shall constitute a "default":

a. Failure by Global to pay any installment of monthly rent or other sum due and owing, now or hereafter owed by Global to Foufas under this Agreement, which default remains uncured after thirty (30) days' written notice;

b. Failure in the performance of any obligation, covenant or liability contained in this Agreement or any other agreement with Foufas in connection herewith, which default remains uncured after thirty (30) days' written notice;

c. Any warranty, representation or statement made or furnished by or on behalf of Global proving to have been false in any material respect when made or furnished, which default remains uncured after thirty (30) days' written notice;

d. Loss, theft, damage, destruction without insurance required in Paragraph 9 hereof or without replacement by Global, or attempted sale, bulk transfer or encumbrance by Global of any of the Equipment, or the making of any levy, seizure or attachment thereof; or

e. Dissolution, termination of existence, discontinuance of Global's business, insolvency or appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by Global, or the commencement of any proceeding under any bankruptcy, reorganization or arrangement laws by or against Global.

15. Global's Remedies. Upon the occurrence of default, Foufas shall have the following rights and remedies which shall be cumulative and which may be exercised with or without notice, and which may be exercised separately, independently or concurrently and more than once and in any order, and without any election of remedies to be deemed made, and without affecting the right of Foufas to exercise any other remedy hereunder or which Foufas may have in law:

a. To declare all unpaid monthly rent under this Agreement to be immediately due and payable, in which event this Agreement shall continue in full force and effect;

b. To terminate this Agreement as to any or all of the Equipment;

c. To take possession of the Equipment wherever found, and for this purpose enter any premises of Global or any other location without any liability for suit, action or other proceedings by Global and remove the Equipment;

d. To cause Global at its expense to promptly return the Equipment to Foufas;

e. To repair, recondition, maintain, remove, transport or store the Equipment at Global's expense;

f. To use, hold or otherwise dispose of the Equipment without affecting Global's obligations hereunder; or

g. To proceed by appropriate action, either by law or in equity to enforce performance by Global of the applicable covenants, promises or undertakings of this Agreement or to recover damages for the breach thereof.

16. Indemnification. Global hereby agrees to indemnify and hold harmless Foufas from any and all liability, causes of action, damages, costs or expenses of whatever kind or nature resulting from the existence of or the operations of its casino, Global's possession and use of the Equipment, and any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Foufas, in any way relating to or arising out of this Agreement or the enforcement of this Agreement against Global of any of the terms hereof. If Global has or receives any knowledge or notice of any claim, liability, or potential claim or liability, it shall give prompt written notice of same to Foufas. Global shall, at its expense, and at Foufas's option, defend any action, suit or proceeding with counsel reasonably satisfactory to Foufas; provided, however, that Global shall not admit liability on behalf of Foufas or settle any such action without the consent of Foufas.

17. Assignment. Assignment by Foufas or Global of any right, obligation or duty, in whole or in part, or any other interest hereunder, requires consent by the other party and Lender. Such consent shall not unreasonably be withheld. Any and all obligations and duties of any of the parties hereunder shall be binding on all successors in interest and assigns of such party and shall survive any acquisition, merger, reorganization or other business combination to which it is a party.

18. Option to Purchase. Upon the termination of the Agreement, Global shall have the right and option to purchase all of the Equipment. Such option may be exercised at Global's election by delivering written notice to Foufas at least thirty
(30) days prior to the Termination Date. The purchase price for the equipment shall be an aggregate of Thirty-Five Thousand Dollars ($35,000) for all of the Equipment. Upon exercise by Global of the option to purchase granted herein, Global shall also be obligated to pay the balance, if any, of all rent which may be due and owing under this Agreement from the date of exercise to the Termination Date. Foufas shall be obligated to exercise all rights to purchase the Leased Equipment under the terms of the Lease, and pay all costs associated therewith, and thereafter to convey to Global the Equipment by bill of sale with general warranty of title against tender and delivery by Global of payment of the purchase price, which shall occur within thirty (30) days of the date of Global's exercise of the option herein granted. Should Foufas fail to exercise all rights to purchase the Leased Equipment under the terms of the Lease within the time provided, Global shall have the right to tender to Lender payment of the option exercise price and all associated costs; whereupon Lender shall convey the Equipment by Bill of Sale with general warranty of title to Global and Global shall pay to Foufas the balance, if any, between the aggregate purchase price of Thirty-Five Thousand Dollars ($35,000) and the sums paid by Global to Lender to exercise the purchase option. The Equipment shall be conveyed by Foufas or Lender, as the case may be, to Global free and clear of all liens, claims or encumbrances of third parties.

19. Force Majeure. Neither party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control, including, without limitation, acts of God, acts of civil, governmental or military authority, government regulations or changes thereof, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, other major environmental disturbances, or severe weather conditions.

20. Resolution of Disputes.

a. In the event of a dispute, claim or controversy arising out of or related to this Agreement or any other agreements arising hereunder, the laws of the United States and the State of Colorado shall be applied and shall govern such dispute, claim or controversy without regard to choice of law provisions.

b. Any action or proceeding brought to resolve any controversy or claim arising out of or relating to this Agreement shall take place in Denver, Colorado, U.S.A.

c. In any action or proceeding brought to enforce any provision of this Agreement, the prevailing party in such dispute shall be entitled to an award for all costs and expenses incurred in connection therewith, including an award for reasonable attorneys' fees.

21. Waiver. Waiver by either party of any violation or non- performance by the other party of any of its obligations hereunder shall not be considered a waiver of any other of the party's obligations, covenants or agreements, nor shall any forbearance by other parties be deemed a waiver by such party of its right to remedies with respect to such violation of non-performance.

22. Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement should be invalid in part, such invalidity shall in no way affect the rest of such provision, which shall, together with all other provisions of this Agreement, to the full extent consistent with law, continue in full force and effect.

23. Prior Agreements. This Agreement supersedes all prior discussions, negotiations and agreements between Foufas and Global, and cannot be altered or amended except by agreement in writing signed by both parties.

24. Execution. This Agreement may be executed by duly authorized officers of the respective parties hereunder in any number of counterparts, each of which shall be deemed the original.

25. Notices. All notices, requests, demands, and other communications hereunder shall be in writing in the English language and shall be delivered personally or sent by first class registered or certified mail, overnight courier service, or telecopy as follows:

If to Global, to:   Stephen G. Calandrella, President
                    Global Central Corporation
                    5373 North Union Boulevard, Suite 100
                    Colorado Springs, Colorado  80918
                    Fax:  (719) 590-4888

with a copy to:     Clifford L. Neuman, Esq.
                    Neuman, Drennen & Stone, LLC
                    1507 Pine Street
                    Boulder, Colorado  80302
                    Fax:  (303) 442-1045

If to Foufas:       Plato Foufas, President
                    Plato Foufas & Co.
                    One IBM Plaza
                    Chicago, Illinois  60611
                    Fax:  (312) 828-9681

with a copy to:     Timothy S. Wilhelm, Esq.
                    Keck & Associates, P.C.
                    One IBM Plaza, Suite 2630
                    Chicago, Illinois  60611
                    Fax:  (312) 828-9681

If to Lender:       ________________________________
                    Park National Bank & Trust of Chicago
                    ________________________________
                    ________________________________
                    Fax:____________________________

with a copy to:
                    ________________________________
                    ________________________________
                    ________________________________
                    Fax:____________________________

or such other address or telecopy number as may be designated in writing by any party to the other parties hereto. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of telecopy confirmation, if sent by telecopy, one business day after delivery to an overnight courier service, or five days after mailing if sent by mail.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PLATO FOUFAS & CO.

By:/s/Plato Foufas
      Plato Foufas, President

GLOBAL CENTRAL CORPORATION

By:/s/Stephen G. Calandrella
   Stephen G. Calandrella,President

PARK NATIONAL BANK & TRUST OF CHICAGO

By:

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of August ___, 1999, is made and entered into by and between GLOBAL CASINOS, INC., a Utah corporation, ("Company") and ERIC HARTSAUGH ("Employee"). For the definition of certain terms used in this Agreement, see Section 6 below.

The Company and Employee agree as follows:

Section 1. Employment.

1.1. Engagement. The Company will employ Employee, and Employee will accept employment, as an Employee of Company for the Term, subject to and in accordance with the provisions of this Agreement.

1.2. Duties. During the Term, Employee will serve Company in the capacity of Vice President of Operations or such other capacity as may be designated by the Board, or President Employee's duties as an Employee of Company include all of the duties normally associated with such capacity. Employee's duties will also include such other activities, responsibilities and duties as may reasonably be assigned from time to time by the President or the Board. If Employee is elected or appointed by the Board as an officer or other position with Company, Employee will perform the duties of such position as described in the Company's bylaws or as determined from time to time by the Board.

1.3. Attention and Effort. During normal business hours, for such periods of time as the Company has specific projects assigned to Employee, Employee will devote Employee's best efforts, entire productive time, ability and attention to the business of Company. For such periods of time as there are no specific projects assigned to Employee, Employee shall only be required to devote such time, effort and attention to the affairs of the Company as may from time to time be requested by the President or Board, subject to the agreement of Employee. Further, during the Term, Employee will not, without Company's prior written consent, directly or indirectly engage in any employment, consulting or other activity which would interfere or conflict with the performance of Employee's duties or obligations to Company or which would directly or indirectly compete with Company.

Section 2. Compensation.

2.1. Base Salary. During the Term, Company will pay Employee a base salary equal to $65,000 per year, payable bi- weekly.

2.2. Incentive Compensation. In addition to base salary described in paragraph 2.1, Employee may be entitled to receive such bonuses and other compensation as may be determined by the Board or the President (e.g., pursuant to such bonus, stock and other incentive compensation plans as may be adopted and maintained by Company during the Term).

2.3 Stock Incentive Plan. The Company has adopted and implemented a Stock Incentive Plan pursuant to which the Company shall be authorized to issue incentive stock options qualified under Section 422 of the Internal Revenue Code of 1986, as amended ("Stock Plan"). Employee shall be entitled to receive incentive stock options exercisable to purchase 30,000 shares of the Company's common stock at an exercise price per share equal to the average bid and ask prices of the Company's common stock as quoted on the over-the-counter market on the date of this Agreement. Of such incentive stock options, 10,000 incentive stock options shall vest and become exercisable on each anniversary of the date of this Agreement, subject to Employee's continued employment on each such anniversary date. The incentive stock options shall be exercisable for a period of five years from the date of grant, subject to vesting and subject to early termination as provided for in the Stock Plan.

2.4. Benefits. During the Term, Employee will be entitled to participate in such fringe benefit programs (e.g., medical, dental, disability, life insurance and vacation programs) as may be provided from time to time by the Board or any person or committee appointed by the Board to determine fringe benefit programs, all subject to and in accordance with the eligibility and other requirements of such programs.

2.5. Expenses. During the Term, Company will reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in performance of service for Company under this Agreement (e.g., transportation, lodging and food expenses incurred while traveling on Company business), all subject to such policies and other requirements as Company may from time to time establish for its Employees generally.

2.6. Withholding and Offset. Payment of the base salary and any other amounts to Employee will be subject to such withholding and offset as may be provided by applicable law (e.g., for income tax purposes) or consented to by Employee.

2.7. Indemnification. Subject to applicable law, the Company shall indemnify and hold Employee harmless from any and all loss, judgments or claims Employee may suffer in the proper discharge of Employee's duties hereunder, including, but not limited to attorney's fees and court costs.

Section 3. Term and Termination.

3.1. Commencement. The Term will commence on August ___,1999.

3.2. Termination. The Term will terminate upon the first of the following to occur: (a) Company's termination of Employee's Employment for Cause pursuant to paragraph 3.3; (b) Company's termination of Employee's employment without Cause pursuant to paragraph 3.4; (c) Employee resigns from employment as an Employee of Company pursuant to paragraph 3.5; (d) Employee terminates his employment for Cause pursuant to paragraph 3.6; (e) the death of Employee; or (f) the disability of Employee resulting from injury, illness or disease, whether of a mental or physical nature, which substantially impairs or prevents the ability of Employee to satisfactorily perform Employee's duties and obligations under this Agreement for a period of 90 days; (g) the Change in Control of the Company or (h) three (3) years from the commencement date. If the Employee is terminated pursuant to subparagraphs 3.2(a), (c), (e),
(f) or (h), the Employee shall be entitled to no additional compensation under Section 2 herein after the date of termination. However, if an Employee is terminated pursuant to subparagraphs 3.2(b), (d) or (g), Employee shall be entitled to receive the Termination Payments provided for in Section 3.9 below.

3.3. Termination for Cause. Company may at any time terminate Employee's employment for Cause without prior notice.

3.4. Termination Without Cause. Company may at any time terminate Employee's employment with or without Cause by giving Employee notice of the same at least five (5) days prior to the effective date of such termination.

3.5. Resignation. Employee may at any time resign from employment with Company by giving Company notice of thirty (30) days prior to the effective date of such termination.

3.6. Termination For Cause By Employee. Employee may at any time terminate Employee's employment for Cause without prior notice.

3.7. Termination Due to Change in Control. Employee may terminate Employee's employment due to a Change in Control without prior notice.

3.8. Disability. If in the event of a disability described in paragraph 3.2(e) Company decides not to terminate Employee's employment and Employee is entitled to receive payments (i.e., in lieu of wages or other compensation for employment) on account of such disability under any fringe benefit program provided by Company, then the base salary described in paragraph 2.1 will be reduced to the extent of such entitlement.

3.9. Termination Payments. In the event the Employee's employment is terminated pursuant to paragraph 3.4 or 3.6, the Company shall be obligated to pay to Employee Termination Payments equal to, in the aggregate, all of the Employee's then current base salary payable for the number of years, and fractions of years, remaining on the Term of this Agreement as defined in
Section 3.2(g) above. Such Termination Payments shall be due and payable when and as paid prior to the date of Termination.

3.10. Return of Company Property. Upon termination of the Term, Employee will deliver to Company any and all property of Company which is in Employee's possession or control (including, but not limited to, any and all Materials).

3.11. Survival. Sections 4 and 5, together with all other provisions of this Agreement that may reasonably be interpreted or construed to survive any termination of the Term, will survive any termination of the Term.

Section 4.Confidentiality.

4.1. Confidential Information. In the course of Employee's employment with Company, Employee will have access to certain Confidential Information. Employee will use and disclose Confidential Information solely for the purposes for which it is provided and will take reasonable precautions to prevent any unauthorized use or disclosure of the same. Employee will not use or disclose any Confidential Information (a) other than as required in the course of Employee's employment with Company, (b) for Employee's own personal gain, or (c) in any manner contrary to the best interests of Company.

4.2. Proprietary Information of Others. Employee will not use in the course of Employee's employment with Company, or disclose or otherwise make available to Company any information, documents or other items which Employee may have received from any other person (e.g., a prior employer) and which Employee is prohibited from so using, disclosing or making available (e.g., by reason of any contract, court order, law or obligation by which Employee is bound).

4.3. Work Product. All Work Product which Employee conceives, develops or first reduces to practice, either alone or with others, during the Term will be the sole and exclusive property of Company, together with any and all related Intellectual Property Rights. The foregoing applies to all Work Product which relates to Employee's performance of services under this Agreement, Company's Field of Business or Company's actual or demonstrably anticipated research or development and whether or not such Work Products are conceived, developed or first reduced to practice during normal business hours or with the use of any equipment, supplies, facilities, personnel, Confidential Information or other resource of Company.

4.4. Disclosure and Protection of Work Products. Employee will disclose all Work Products described in paragraph 4.3 to Company, promptly and in writing. At Company's request and at Company's expense, Employee will assist Company or its designee in efforts to protect such Work Products. Such assistance may include, but is not necessarily limited to, the following:
(a) making application in the United States and in foreign countries for a patent or copyright on any Work Products specified by Company; (b) executing documents of assignment to Company or its designee of all Employee's right, title and interest in and to any Work Product and related Intellectual Property Rights; and
(c) taking such additional action (including, but not limited to, the execution and delivery of documents) to perfect, evidence or vest in Company or its designee all rights, title and interest in and to any Work Product and any related Intellectual Property Right.

4.5. Materials. All Materials and related Intellectual Property Rights will be the sole and exclusive property of Company, whether or not such Materials are marked with any Intellectual Property Right notice of Company or Employee. All such Materials authored, made, conceived or developed by Employee or made available to Employee (or any copies or extracts thereof) will be held by Employee in trust solely for the benefit of Company. Employee will use such Materials only as required in the course of Employee's employment with Company or as otherwise authorized in writing by Company.

4.6. Notice. This Agreement does not apply to any invention for which no equipment, supplies, facility or trade secret information of Company was used, and which was developed entirely on Employee's own time, unless: (a) the invention relates
(i) directly to the Company or (ii) to Company's actual or demonstrable anticipated research or development; or (b) the invention results from any work performed by Employee for Company.

Section 5.Competition.

5.1 Employee covenants to and with the Company, its successors and assigns, that during the term of this Agreement and for a period of twelve (12) months from the date of the termination of this Agreement if terminated pursuant to Sections 3.3 or 3.5 of this Agreement, he will not directly or indirectly, either as principal, agent, manager, employee, owner, partner (dominant or otherwise), stockholder, director or other officer of a corporation, creditor, consultant or otherwise, engage or become interested financially or otherwise, in any business, agency, trade or occupation similar to or in competition with the Company or its affiliates; nor shall Employee, during the term of this Agreement and for a period of six (6) months from the date of the termination of this Agreement, consult or enter into any agreement or arrangement with any other person, firm, corporation or entity to conduct any research or development, nor shall Employee directly or indirectly conduct such research or development on its own behalf, related to the discovery of processes, improvements, developments or commercialization of any service or product developed or reduced to practice during the period of employment with the Company, unless Employee shall have first obtained the Company's expressed written consent thereto. Because of the nature of the business, the parties agree that it is reasonable for the covenant to apply to any state of the United States or any political subdivision of a foreign nation or state within which the Company owns or operates a gaming facility. If the geographic area is determined by a court to be overly broad in scope, it shall be modified only to the extent necessary to bring it within the requirements of the law and interpreted to give the Company the broadest protection allowed by law.

5.2 In the event of a breach or threatened breach by Employee of any provisions of this Section 5, the Company shall be entitled to an injunction restraining it from the commission of such breach. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. The covenants contained in this Section 5 shall be construed as independent of any other provisions in this Agreement; and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants.

5.3 The covenants contained in this Section 5 shall terminate and, upon termination, shall be unenforceable and of no further legal force and effect, in the event the Company, or any successor to the Company, becomes insolvent or ceases for any reason to conduct business operations for a continuous period of at least thirty (30) days.

5.4 The Company shall have the right to assign the aforesaid covenants; and Employee agrees to remain bound by the terms of the covenants to any and all subsequent purchasers and assignees of the assets and business of the Company.

Section 6.Non-Interference.

6.1 The Employee covenants with the Corporation that employees of or consultants to the Corporation and employees of and consultants to firms, corporations or entities affiliated with the Corporation have, of necessity, been exposed to and have acquired certain knowledge, understandings, and know-how concerning the Corporation's business operations which is confidential information and proprietary to the Corporation.

6.2 In order to protect the Corporation's confidential information and to promote and insure the continuity of the Corporation's contractual relations with its employees and consultants, the Employee covenants and agrees that for so long as the Employee holds any position or affiliation with the Corporation, including service to the Corporation as an officer, director, employee, consultant, agent or contractor, and for a period of six (6) months from the date the Employee ceases to hold any such position or status with the Corporation or otherwise becomes disaffiliated with the Corporation, he will not directly, or permit or encourage others to directly (i) interfere in any manner whatsoever with the Corporation's contractual or other relations with any or all of its employees or consultants, or (ii) induce or attempt to induce any employee or consultant to the Corporation to cease performing services for or on behalf of the Corporation, or (iii) solicit, offer to retain, or retain, or in any other manner engage or employ the services of, or conduct any business activity in cooperation or association with, any person or entity who is then employed by the Corporation, or any subsidiary of the Corporation, except with the consent of the Corporation.

6.3 In the event any court of competent jurisdiction determines or holds that all or any portion of the covenants contained in this Section 6 are unlawful, invalid, or unenforceable for any reasons, then the parties hereto agree to modify the provisions of this Section 6 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

Section 7.Clients and Customers.

7.1 In order to protect the Corporation's proprietary rights and to promote and ensure the continuity of the Corporation's contractual relations with its customers and clients, the Employee covenants and agrees that, for so long as the Employee holds any position or affiliation with the Corporation, including service to the Corporation as an officer, director, employee, consultant, agent or contractor, and for a period of twelve (12) months from the date the Employee ceases to hold any such position or status with the Corporation or otherwise becomes disaffiliated with the Corporation, he will not directly, or permit or encourage others to directly (i) interfere in any manner whatsoever with the Corporation's contractual or prospective relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Corporation to cease doing business with the Corporation, or (iii) solicit, offer to retain, or retain, or in any other manner engage or enter into any business or other arrangement with any of the Corporation's customers or clients to provide any services or products to any of such customers or clients as they may from time to time exist or be constituted, except and unless such arrangement for the provision of products or services is not in any way competitive with the products or services actually provided by the Corporation to its clients or customers or proposed to be provided by the Corporation to its clients or customers, or except under circumstances to which the Corporation has consented in writing, which consent shall not be unreasonably withheld.

7.2 In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 7 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 7 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

Section 8.Definitions.

Whenever used in this Agreement with initial letters capitalized, the following terms will have the following specified meanings:

8.1. "Board" means Company's Board of Directors.

8.2. "Cause" for purposes of paragraph 3.3, shall include the occurrence of any of the following:

a. The Employee commits a material breach of the terms of this Agreement, which shall remain uncured for a period of thirty (30) days after written notice by the Company of such breach.

b. The Employee is shown to have engaged in any act of dishonesty detrimental to the Company, or fraud upon the Corporation, any of its affiliated companies, or any of its customers or clients;

c. The Employee fails to devote his full time, attention and efforts to the business and affairs of the Corporation or its affiliated companies which condition remains uncured for a period of thirty (30) days after written notice by the Company; or

d. The Employee has been grossly negligent in the performance of his employment duties or responsibilities which condition remains uncured for a period of thirty (30) days after written notice by the Company.

8.3. "Cause," for purposes of paragraph 3.6, shall include the occurrence of any of the following:

a. The breach or violation by the Company of the any of the material terms of this Agreement, which shall remain uncured for a period of thirty (30) days of written notice by Employee of such breach;

b. Any significant change in position, duties and responsibilities of Employee to which the Employee does not consent;

c. Any move of the Company or its principal officers resulting in or any other requirement that the Employee, without his consent, change his principal residence.

d. The Company has shown to have engaged in any active material dishonesty or fraud upon the Employee.

e. There shall occur a Change of Control of the Company.

8.4. "Change of Control" means any transaction of the Company involving (i) the merger or consolidation of the Company into or with another entity where the Company's shareholders receive less than 50% of the outstanding voting securities of the new or continuing entity, (ii) the sale of all or substantially all of the Company's assets, (iii) any person not already a stockholder of the Company becoming a beneficial owner, directly or indirectly, of the securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities,
(iv) a change in the majority of the Board of Directors of the Company, or (v) the Company terminating its business or liquidating its assets.

8.5. "President" means Company's Chief Executive Officer.

8.6. "Company's Field of Business" means any of the fields of the Company's business. On the date of the Agreement, Company's Field of Business includes, but is not necessarily limited to, the following: owning and operating gaming casinos and gaming related businesses.

8.7. "Confidential Information" means any information that is confidential, proprietary or trade secret information of Company or any of its customer or clients or any other information the use of disclosure of which by Company is prohibited or restricted (e.g., by reason of any contract, court order, law or other obligation by which Company is bound). "Confidential Information" may include, but is not necessarily limited to, technology, computer programs, business plans, marketing plans, information as to existing or future products or services of Company, financial projections, unpublished works of original authorship, customer lists, financial information, and trade secrets.

Notwithstanding the foregoing, the restrictions on disclosure and use of information and materials as set forth in
Section 4 shall not apply to the following, and the following is not confidential or proprietary information: (1) any information or materials which were generally available to the public at the time made available to Employee by the Company; (2) any information or materials which become, without breach of Section 4 and through no fault of Employee, generally available to the public; (3) any information or materials which Employee has received from other sources prior to the date of this Agreement, subject to no restrictions on disclosure applicable to Employee; and (4) any information or materials which Employee at any time lawfully obtains from a third party who is not under any obligation of secrecy or confidentiality to the Company, under circumstances permitting disclosure by Employee to others without restriction.

8.8. "Intellectual Property Right" means any patent, copyright, trade secret, trade name, trademark or other intellectual property right.

8.9. "Materials" means hardware, software, programs, manuals, drawings, designs, articles, writings, data, notes, memorandum, manuscripts, notebooks, proposals, work plans, interim and final reports, project files, client contract records and other tangible manifestations of any Confidential Information or Work Products.

8.10. "President" means Company's President.

8.11. "Term" means the term of Employee's employment as an Employee of Company pursuant to this Agreement.

8.12. "Work Product" means any invention, discovery, concept or idea (including, but not necessarily limited to, hardware, software programs, or processes, techniques, know-how, methods, systems, improvements, analytical reports, and other developments).

Section 9. Miscellaneous.

9.1. Compliance with Laws. In the performance of this Agreement, each party will comply with all applicable laws, regulations, rules, orders and other requirements of governmental authorities having jurisdiction.

9.2. Equitable Relief. Employee acknowledges that: the provisions of Sections 4 and 5 are essential to Company; Company would not enter into this Agreement if it did not include such provisions; the damages sustained by Company as a result of any breach of such provisions cannot be adequately remedied by damages; and, in addition to any other right or remedy that Company may have (e.g., under this Agreement, by law or otherwise), Company will be entitled to injunctive and other equitable relief to prevent or curtail any breach of any such provisions.

9.3. Nonwaiver. The failure of either party to insist upon or enforce strict performance by the other of any provision of this Agreement or to exercise any right, remedy or provision of this Agreement will not be interpreted or construed as a waiver or relinquishment to any extent of such party's right to consent or rely upon the same in that or any other instance; rather, the same will be and remain in full force and effect.

9.4. Entire Agreement. This Agreement constitutes the Entire Agreement, and supersedes any and all prior Agreements, between Company and Employee. No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound thereby.

9.5. Applicable Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the local laws of the State of Colorado, without reference to its choice of law rules.

9.6. Attorneys Fees. In the event that either party consults or retains an attorney to enforce the terms of this Agreement, the prevailing party in any such dispute or litigation shall be entitled to recover from the other party its reasonable attorneys fees and costs incurred.

9.7. Severability. If any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable to the extent permitted by law.

COMPANY:                 GLOBAL CASINOS, INC., a Utah corporation



                         By:/s/Stephen G. Calandrella
                            Stephen G. Calandrella, President



EMPLOYEE:                By:/s/Eric Hartsough
                            Eric Hartsough