GLOBAL CASINOS INC (Form: 8-K, Received: 10/16/2012 17:24:41)

AMENDED AND RESTATED

ALLONGE AND LOAN PARTICIPATION AGREEMENT

THIS AMENDED AND RESTATED ALLONGE and LOAN PARTICIPATION AGREEMENT is made and entered into effective the 11th day of October, 2012, by and among Global Casinos, Inc., a Utah corporation and assigns (“ Global ”), William P. Martindale (“ Martindale ”), and Pete Bloomquist (“ Bloomquist ”) (hereinafter individually and collectively referred to as “ Participant ” or “ Participants ”), and Casinos USA, Inc., (“ Casinos ”).

Recitals

The Participants executed and delivered an Allonge and Loan Participation Agreement dated as of November 30, 2009, as amended by Amendment No. 1 dated effective February 22, 2010 (the “ First Loan Participation” ) pursuant to which Martindale purchased from Global in consideration of payment in the amount of $250,000 (“ Martindale Investment ”) an undivided 34.7% interest, as tenant-in-common, in the loan initially made by Astraea Investment Management, LP (“ Astraea ”) to Casinos, USA, Inc. (“ Casinos ” or “ Borrower ”) evidenced by a Promissory Note in the original principal amount of Seven Hundred Eighty Three Thousand One Hundred Three 56/100ths Dollars ($783,103.56) dated as of January 17, 1997 (the “ Note ”), and including all security documents, including but not limited to the: Senior Deed of Trust; Security Agreement with respective UCC and Fixture Filings; Stock Pledge Agreement and any other security instrument executed as security for the loan, (collectively the “ Loan ”). Exhibit A hereto sets forth all of the documents and agreements comprising the Loan and security documents (collectively the “ Loan Documents ”).

The Loan is and shall continue to be secured by a first priority deed of trust secured by that certain real property located in the City of Black Hawk, County of Gilpin, State of Colorado commonly known as 110 Main Street, Black Hawk, Colorado, and recorded in the records of the Gilpin County Clerk and Recorder on April 1, 1997 at Book 617, Page 464. The Loan is and shall also continue to be secured by a security interest in all personal property, fixtures and improvements (tangible and intangible) owned by or under assignment to the Borrower.

Global purchased the Loan, the Note and all Loan Documents from Astraea in November 2009.

Pursuant to the First Loan Participation, Global has been amortizing the Martindale Investment which, as of the date hereof, has an outstanding and unpaid balance of $172,834.45 (the “ Martindale Payoff ”).

In December 2009, Pete Bloomquist purchased from Global a loan participation interest in the Loan, Note and Loan Documents in consideration of $15,000. The current payoff of the tenant-in-common interest owned by Bloomquist is $10,538.23 (the “ Bloomquist Payoff ”).

Global desires to borrow from Martindale an additional $55,000 (the “ New Loan ”) and add the New Loan to the Martindale Payoff to be included in Martindale’s tenant-in-common interest in the Note, Loan and Loan Documents.

The Participants are desirous of appointing Global as the Loan Servicing Agent to perform and handle all of the necessary financing, accounting and other matters as more particularly described below which relate to the loan.

Agreement

In consideration of the mutual covenants and undertakings hereinafter set forth, including the reciprocal waiver and/or release of any pre-existing duties of a prior Loan Agreement that conflict with this Loan Agreement, the parties agree as follows:

Participation.

For and in consideration of the payment to Global in the amount of $55,000, Global hereby transfers and assigns to Martindale an additional undivided interest in the Note set forth herein. Each Participant shall own and participate in the Loan as follows: (i) Global shall own an undivided 66.92% interest in the Note (the “ Global Interest ”), (ii) Martindale shall own an undivided 31.62% interest in the Note (the “ Martindale Interest ”), and Pete Bloomquist shall own an undivided 1.47% interest (the “ Bloomquist Interest ”). The Global Interest, the Martindale Interest and the Bloomquist Interest shall be of equal rank.


	Amount	%
Global Interest	$482,137.57	66.92
Martindale Interest	$227,834.45	31.62
Bloomquist Interest	$ 10,538.23	1.47
Legal Balance of Note	$720,510.25	100.00%

Allonge and Note Modification. Effective as of the date of this Agreement, the parties agree that the terms of the Note as they pertain to the redemption of the Martindale and Bloomquist Interests shall be modified as follows:

Maturity Date: Subject to and contingent upon Lisa Montrose agreeing to an extension of her loan to Borrower upon terms and conditions acceptable to Global and Martindale (the “ Montrose Note ”), the maturity date of the Note shall be extended to December 31, 2015 (the “Maturity Date”), upon which date all outstanding principal, accrued interest and any unpaid fees and costs shall be immediately due and payable. If the Montrose Note is not extended and remains in default, then the Note shall continue to be fully matured and in default.

Interest:

The outstanding principal balance due under the Note shall accrue interest at the rate of 13% per annum.

Payments:

Commencing November 1, 2012, monthly payments of principal and interest under the Note shall be as follows:

Martindale Interest:

$5,800.00

Bloomquist Interest:

$ 264.79

Global Interest:

$-0- until Martindale Interest and Bloomquist Interest are redeemed in full.

Collateral. Borrower hereby acknowledges and agrees that the Property and all Collateral pledged to Participants as security for the Loan shall continue to secure the Loan in the same priority position and is not changed or altered in any way by this Modification.

Collections and Distributions.

The Participants hereby appoint Global to serve as the Loan Servicing Agent to collect payments from Borrower.

Notwithstanding the fact that the Global Interest, Bloomquist Interest and Martindale Interest are of equal rank, Global agrees that for so long as the Martindale Interest is outstanding, Borrower shall only make payment against the proportionate share of the Martindale Interest and Bloomquist Interest in the Note.

All principal payments by Borrower against the Martindale Interest and Bloomquist shall be deemed a purchase by Global and a sale and assignment by Martindale of that principal interest in the Note. Notwithstanding the provisions of this Section 3(c), the Martindale Interest and Bloomquist Interest shall not be reduced until such time as Martindale and Bloomquist have been paid 100% of the principal amount and all accrued interest attributable to the Martindale Interest and Bloomquist, whereupon Global shall be deemed to have purchased and acquired the Martindale Interest and Bloomquist Interest in their entirety.

Representations and Covenants .

The respective parties severally agree as follows:

Participants acknowledge Borrower’s present default under the Loan or the Loan Documents.

Participants have made, or have had the opportunity to make, their own independent evaluations and investigations, including inspections and review of the Borrower’s books and records prior to owning and participating in the Loan.

Global represents and warrants that the Note and Loan Documents are valid agreements of the Borrower and are in full force and effect, fully enforceable except to the extent enforceability may be affected by the laws of bankruptcy or insolvency or principles of equity and that Global has the authority and capacity to sell a participation in its Note.

Major Actions.

Global may:

Purchase Martindale’s and/or Bloomquist’s participation at any time for the full amount outstanding under the Martindale Interest and/or Bloomquist Interest.

Commence any action or exercise any right, including the right of foreclosure, under the Note or the Loan Documents.

ii.

No party shall have the authority to (a) modify or amend any term or condition of the Loan or Loan Documents without consent of the other party, (b.) waive or release the Borrower or any other obligor, including guarantors, under the Loan Agreement or any of the Collateral, or (c.) discharge the Borrower or any other obligor, including the guarantors, except as required by the Loan Agreement or the Collateral. Furthermore, any release or substitution of collateral must be approved by both parties.

iii.

Should any party elect to sell its position in the Note, such party shall have the obligation to notify the other parties of its intention to sell its position (“Notification Date”). Within 10 days from the Notification Date, non-selling parties shall have the exclusive right to notify selling party of its desire to take out selling party by payment in full of selling party’s participation (the “Takeout”) within 45 days of the Notification Date.

Loan Participation Fee. In consideration of Martindale’s agreement to purchase the Interest provided for herein, Global agrees to pay Martindale a Loan Participation Fee as follows:

a. Global shall issue to Martindale common stock purchase warrants (“ Warrants” ) exercisable for five years to purchase an aggregate of 60,000 shares of common stock at an exercise price of $1.25 per share. The Warrants shall contain a cashless exercise provision which may be utilized by the holder of the Warrants in the event that there is a restriction on transfer of the underlying warrant shares imposed by federal or state securities laws.

Administration in the Ordinary Course .

The Loan and the Loan Documents shall be administered by the Loan Servicing Agent as follows:

The Loan and the Loan Documents shall be dealt with and enforced by the Loan Servicing Agent in its sole discretion on the Participants’ behalf. The Loan Servicing Agent will service and manage the Loan and Loan Documents using the same degree of care it would use if it owned the entire Loan, and in conformity with the Loan in the ordinary course of business.

The Loan Servicing Agent shall bear its own internal and usual expenses of servicing the Loan.

All collection or other expenses reasonably incurred by the Loan Servicing Agent in connection with a default of the Loan, including protection of the Loan Documents and Collateral, and all advances made or required to be made by either party to preserve the Collateral, and all recoveries thereof, shall be shared pro rata by each Participant. Each Participant shall be required to contribute its proportionate share of such expenses and/or advances or reimburse the Participant paying such expense or advance its proportionate share.

The Loan Servicing Agent shall provide each Participant prompt written notice of any notice of default of the Borrower under the Loan or the Loan Documents.

The Loan Servicing Agent and its employees and agents shall not be liable to any Participant for any action take or omitted or for error in judgment, except for actions or omissions or errors taken or made in bad faith. The Loan Servicing Agent and its employees and agents do not assume or warrant and shall not have any responsibility or liability, express or implied, for the collectability, enforceability, genuineness, sufficiency or validity of the Loan or the Loan Documents, or the financial condition or the legal status of the Borrower, or any credit or other information furnished by it to any Participant, except for the information furnished by the Loan Servicing Agent to the Participant as to the Loan Servicing Agent’s capacity to enter into and perform this Loan Participation Agreement.

Replacement of Loan Servicing Agent.

Furthermore, replacement of the Loan Servicing Agent shall occur upon (i) the resignation of the Loan Servicing Agent, (ii) the filing by or against the Loan Servicing Agent of any petition for relief under the bankruptcy laws of the United States, now or hereafter in effect, or any insolvency, readjustment of debt, dissolution or liquidation law or statute now or hereafter in effect, whether any such action or proceeding shall be at law, in equity or under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, liquidation or dissolution law or statute, (iii) the dissolution of the Loan Servicing Agent, or (iv) the cessation of business by the Loan Servicing Agent, the Participants shall select a new loan servicing agent. In the event the Participants cannot unanimously agree on the selection of a new loan servicing agent, the vote of the majority in interest of the Participants shall be binding as to the selection of the new loan servicing agent.

Other Extensions of Credit to Borrower.

Each party acknowledges and agrees that they, or any of their affiliates, may extend credit other than the Loan, to the Borrower or any of its affiliates. To the extent that any party may have (a.) the right to setoff against, (b.) a lien upon, or (c.) a security interest in, any existing or hereafter acquired property of the Borrower or any of its affiliates, which property is not included within the Collateral, each party shall be under no obligation to exercise any right it may

have against such property, or in the event of such exercise to apply the proceeds therefrom on account of the Loan. When used herein, the term “affiliates” shall be interpreted broadly.

10.

Nature of Relationship . The Parties shall each hold their respective Interests as tenants-in-common. The parties do not intend by this Agreement to create a partnership, joint venture or other separate entity for federal or state law purposes, but merely to set forth the terms and conditions upon which each of them shall hold their respective ownership interests in the Note and Loan Documents. Each party hereby agrees to elect to be excluded from the provisions of Subchapter K of Chapter 1 of the Internal Revenue Code of 1986, as amended, (the “Code”), with respect to their undivided ownership interest in the Note and Loan Documents. Each party hereby covenants and agrees that each owner shall report in such owner’s respective federal and state income tax returns such owner’s respective portion of items of income, deduction, loss and credit which result from holding the Note in a manner consistent with the treatment of the co-tenancy as a co-ownership of a negotiable instrument (and not as a partnership) for federal and applicable state tax purposes. Each party hereby agrees to indemnify, protect, defend and hold the other free and harmless from all costs, liabilities, tax consequences and expenses, including, without limitation, attorneys’ fees, which may result from any party notifying the IRS in violation of this Agreement or otherwise taking a contrary position with respect to the IRS. No party shall hold itself out as or represent to a third party that it is a partner with respect to the other. Except as expressly provided herein, no party is authorized to act as agent for, to act on behalf of, or to do any act that will bind any other or to incur any obligations with respect to the subject matter hereof.

11.

Indemnity . Each party hereby agrees to indemnify, protect, defend and hold the other free and harmless from all costs, liabilities, tax consequences and expenses including, without limitation, attorneys’ fees and costs, which may arise from breach of representations or result from any party so notifying the Commissioner in violation of this Agreement or otherwise taking a contrary position on any tax return, report or other document.

12.

Notice.

All Notices provided for hereunder shall be in writing and shall be deemed given and received when personally delivered or when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the applicable party as follows, or at such other address as shall be designated by such party by written notice to the other parties:

Global Casinos, Inc.

1507 Pine Street

Boulder, Colorado 80302

Fax: 303-449-1045

Email: clneuman@neuman.com

William Martindale

5646 Milton Street # 731

Dallas, TX 75206-3935

Fax: (214) 956-7713

Email: snuffcityranch@sbcglobal.net

Pete Bloomquist

3600 Christy Ridge

Sedalia, CO 80135

Email: pbloomq@gmail.com

13.

Counterparts .

This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, and all of which together shall constitute one and the same instrument.

14.

Miscellaneous.

This Agreement shall be governed by the laws of the State of Colorado, and may not be amended or modified, except by written instrument signed by each party. This Agreement shall be binding upon each party, their heirs, successors, and assigns.

WITNESS the execution hereof by the parties hereto.

Global Casinos, Inc.

Casinos USA, Inc.

By:_ / s/ Clifford L. Neuman

By: /s/ Douglas James

Clifford L. Neuman

Doug James, Authorized Agent

:_ /s/ William P. Martindale

/s/ Pete Bloomquist

William P. Martindale

Pete Bloomquist

EXHIBIT A

LOAN DOCUMENTS

Promissory Note and Loan Agreement dated January 17, 1997, in the original principal amount of $783,103.56, executed by Casinos USA, Inc.

Agreement and Amendment to Promissory Note dated as of August 31, 2002.

Second Amendment to Promissory Note dated March 18, 2008.

Agreement dated March 18, 2008

Deed of Trust executed by Casinos USA, Inc. for the benefit of Astraea Investment Management, LP, dated January 17, 1997, and recorded April 1, 1997, in the real property records of the Clerk & Recorder for Gilpin County, Colorado, (“Records”) at Book 617, Page 464;

Security Agreement dated August 31, 2002 executed by Casinos USA, Inc.

Colorado UCC Financing Statement recorded on ___________, 1997 at Reception No. ________________ in the Records;

Stock Pledge Agreement dated as of August 31, 2002 executed by Global Casinos, Inc.

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.

STOCK PURCHASE WARRANT

To Purchase up to 60,000 Shares of Common Stock of

GLOBAL CASINOS, INC.

THIS CERTIFIES that, for value received, William Martindale (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time commencing on or after the date of issuance of this Warrant (the "Initial Exercise Date") and ending on the close of business on October 11, 2017 (the "Termination Date") but not thereafter, to subscribe for and purchase from Global Casinos, Inc., a Utah corporation (the "Company"), up to 60,000 shares (the "Warrant Shares") of Common Stock, $0.05 par value per share of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $1.25. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

Title of Warrant . Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed.

Authorization of Shares . The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Exercise of Warrant .

(a)

Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before the close of business on the Termination Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased in the manner provided for herein, the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be

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delivered to the holder hereof within three (3) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(b)

Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to exercise any portion of this Warrant, nor shall the Company have the obligation to accept the exercise of such Warrant to the extent that, after such exercise or issuance of stock in payment of interest, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or other convertible securities or of the unexercised portion of other options or warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon the exercise of the Warrants with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Warrant, further agrees that if the Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Paragraph 3(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued exercise of this Warrant. The provisions of this paragraph 3(b) (i) shall not apply to any Holder who, without regard to this Warrant and the underlying Warrant Shares is the beneficial owner, within the meaning of Rule 13d-3 of 5% or more of the Company’s issued and outstanding shares of common stock, and (ii) can be waived by agreement of the Company and the Holder.

Manner of Payment.

(a)

The exercise price of each Warrant shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Warrant is exercised, (ii) by delivery to the Company of other Common Stock of the Company valued at its then established fair market value (as defined below), (iii) by delivery to the Company of either options or warrants of the Company including, without limitation, this Warrant, valued at the difference between their exercise price and the then established fair market value of the Company’s Common Stock, (iv) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the

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use of other Common Stock of the Company) with the holder hereof, or (v) any other form of legal consideration that may be acceptable to the Board of Directors, in their discretion. For the purposes of this Section 4, the fair market value of the Company’s Common Stock shall be defined as (i) the closing sale price for the Common Stock on the primary exchange upon which the shares are listed and traded on the date prior to the date the Warrant is exercised, or (ii) if the shares are not traded on any national exchange, the closing sale price for the Common Stock on the NASDAQ National Market on the date prior to the date the Warrant is exercised, or (iii) if the shares are neither traded on a national exchange nor listed on the NASDAQ National Market, then the average of the bid and ask prices for the Common Stock in the Over-The-Counter Market as quoted on the NASDAQ Capital Market, on the date prior to the date the Warrant is exercised, or (iv) if the shares of Common Stock are neither traded on a national exchange or the NASDAQ National Market nor quoted on the NASDAQ Capital Market, the average of the bid and ask prices for the Common Stock as quoted by any recognized securities quotation service such as the OTC Markets or the OTC Electronic Bulletin Board on the date prior to the date the Warrant is exercised, or (v) if the shares of Common Stock are not quoted on any recognized securities quotation service such as the OTC Markets, Inc., or the OTC Electronic Bulletin Board on the date prior to the date the Warrant is exercised, then the fair market value of the Company’s Common Stock shall be the price paid for the Company’s Common Stock in the most recent transaction involving the Company and a nonaffiliated purchaser in an arm’s length transaction (the “Fair Market Value”). In the case of any deferred payment arrangement, any interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Internal Revenue Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.

(b)

By way of example, in lieu of exercising this Warrant by payment with cash, certified check or wired funds, the Holder may elect to receive the number of Shares, as determined below, equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the corporate office of the Company together with the duly executed form of subscription agreement and notice of such an election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:


X	=	Y(A-B)
		A

Where:

X = the number of shares of Common Stock to be issued to the Holder

Y = the gross number of shares of Common Stock to be purchased

A = the Fair Market Value of one (1) share of the Company’s Common Stock

on the day prior to exercise hereunder

B = Exercise Price

Charges, Taxes and Expenses . Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by an Assignment Form duly executed by the holder hereof; and provided further, that upon any transfer involving the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Closing of Books . The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant.

Transfer, Division and Combination .

(a)

Subject to compliance with any applicable securities laws (including the provision to the Company of an opinion of counsel for the assignor of this Warrant), transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of shares of Common Stock without having a new Warrant issued.

(b)

This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 8(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c)

The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 9.

(d)

The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

No Rights as Shareholder until Exercise . This Warrant does not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon

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the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

10.

Loss, Theft, Destruction or Mutilation of Warrant . The Company represents and warrants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

11.

Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

12.

Adjustments of Exercise Price and Number of Warrant Shares .

(a)

Stock Splits, etc . The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per such Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(b)

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets . In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of

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common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then the holder of this Warrant shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. For purposes of this Section 12, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

(c)

Anti-Dilution Provisions .

(i)

Adjustments of Exercise Price . If prior to the expiration of this Warrant by exercise or by its terms, the Company should issue or sell any shares of Common Stock (except (a) pursuant to warrants, options and securities convertible into common stock issued by the Company and outstanding on the date this Common Stock Purchase Warrant, (b) to officers, directors, or employees of the Company or any subsidiary, and to certain consultants and contractors who perform substantial services for the Company, pursuant to a management or key employee bonus or incentive plan approved by the Board of Directors prior to the date of this Warrant, or (c) in consideration for property or services) for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (computed to the nearest cent) determined by multiplying the existing Exercise Price by a fraction, the numerator of which is the sum of (i) (w) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (x) the number of shares which, when multiplied by the Exercise Price in effect immediately prior to such issue or sale would equal the consideration received by the Company upon such issue or sale, and the denominator of which is (ii) the sum of (y) the total number of shares of Common Stock outstanding immediately before such issue or sale plus (z) the number of additional shares issued.

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(ii)

Adjustment for Dividends . In the event the Company shall make or issue, or shall have issued, or shall fix a record date for the determination of holders of common stock entitled to receive a dividend or the distribution (other than a distribution otherwise provided for herein) payable in (a) securities of the Company other than shares of common stock or (b) assets (including cash paid or payable out of capital or capital surplus or surplus created as a result of a revaluation of property, but excluding the cumulative dividends payable with respect to an authorized series of Preferred Stock), then and in each such event provision shall be made so that the holders of Warrants shall receive upon exercise thereof in addition to the number of shares of common stock receivable thereupon, the number of securities or such other assets of the Company which they would have received had their Warrants been exercised into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including the exercise date, retained such securities or such other assets receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this paragraph with respect to Warrrantholders.

(iii)

Adjustment for Capital Reorganization or Reclassification . If the common stock issuable upon the exercise of the Warrants 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 then and in each such event the holder of the Warrants shall have the right thereafter to exercise such Warrants and receive the kind an 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 Warrant might have been exercised immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein.

(iv)

Convertible Securities . For the purpose of the adjustment provided for in subparagraph (iv) of this Section 12, if at any time or from time to time after the date of this Warrant the Company shall issue any rights or options for the purchase of, or stock or other securities convertible into, additional shares of common stock (such convertible stock or securities being hereafter referred to as "convertible securities,") then and in such event, whether or not the convertible security is actually converted or exercised to acquire additional shares of Common Stock, such convertible securities shall be deemed to have been so converted or exercised, in which event the conversion value or exercise price of the convertible securities shall be treated as the consideration per share received by the Company for such securities for the purpose of determining the adjustment, if any, provided for in Subsection (i) of this paragraph.

(v)

Adjustment of Number of Shares . Anything in this Certificate to the contrary notwithstanding, in case the Company shall at any time issue Common Stock or convertible securities by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, the Exercise Price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution) or decreased in the case of such subdivision or increased in the case of such combination (on the date that such subdivision or combination shall become effective).

(vi)

No Adjustment for Small Amounts . Anything in this paragraph to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments, determined as above provided,

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shall have required a change of the Exercise Price by at least one cent, but when the cumulative net effect of more than one adjustment so determined shall be to change the actual Exercise Price by at least one cent, such change in the Exercise Price shall thereupon be given effect.

(vii)

Number of Shares Adjusted . Upon any adjustment of the Exercise Price, the Holder of this Warrant shall thereafter (until another such adjustment) be entitled to purchase, at the new Exercise Price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the new Exercise Price.

(viii)

Common Stock Defined . Whenever reference is made in this paragraph to the issue or sale of shares of Common Stock, the term "Common Stock" shall mean the Common Stock of the Company of the class authorized as of the date hereof and any other class of stock ranking on a parity with such Common Stock. However, subject to the provisions of Section 12 hereof, shares issuable upon exercise hereof shall include only shares of the class designated as Common Stock of the Company as of the date hereof.

13.

Voluntary Adjustment by the Company . The Company may at any time during the term of this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

14.

Notice of Adjustment . Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by registered or certified mail, return receipt requested, to the holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in absence of manifest error, shall be conclusive evidence of the correctness of such adjustment.

15.

Notice of Corporate Action . If at any time:

(a)

the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or

(b)

there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or,

(c)

there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

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then, in any one or more of such cases, the Company shall give to Holder (i) at least 30 days' prior written notice of the record date for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

16.

Authorized Shares . The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of NASDAQ or any domestic securities exchange upon which the Common Stock may be listed.

The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder.

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Before taking any action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Exercise Price.

17.

Miscellaneous .

(a)

Jurisdiction . This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of Utah without regard to its conflict of law, principles or rules, and be subject to arbitration pursuant to the terms set forth in the Agreement.

(b)

Restrictions . The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws and by the Agreement.

(c)

Non-waiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company fails to comply with any provision of this Warrant, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(d)

Notices . Any notice, request or other document required or permitted to be given or delivered to the holder hereof by the Company shall be delivered in accordance with the notice provisions of the Agreement.

(e)

Limitation of Liability . No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(f)

Remedies . Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(g)

Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be

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enforceable by any such Holder or holder of Warrant Shares. This Warrant may not be assigned by Holder without the express written consent of the Company.

(h)

Cooperation . The Company shall cooperate with Holder in supplying such information as may be reasonably necessary for Holder to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of an exemption from the Securities Act for the sale of any Warrant or any Warrant Shares.

(i)

Indemnification . The Company agrees to indemnify and hold harmless Holder from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against Holder in any manner relating to or arising out of any failure by the Company to perform or observe in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Warrant; provided, however, that the Company will not be liable hereunder to the extent that any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are found in a final non-appealable judgment by a court to have resulted from Holder's negligence, bad faith or willful misconduct in its capacity as a stockholder or warrantholder of the Company.

(j)

Amendment . This Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company and the Holder.

(k)

Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(l)

Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF , the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Effective October 11, 2012

Global Casinos, Inc

By:

Clifford L. Neuman, its President

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NOTICE OF EXERCISE

To:

Global Casinos, Inc.

The undersigned hereby elects to purchase ________ shares of Common Stock (the "Common Stock"), of Global Casinos, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

_______________________________

(Name)

_______________________________

(Address)

_______________________________

Dated:

______________________________

Signature

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby

assigned to __________________________________________________________ whose address is

________________________________________________________________________________.

Dated: ______________, _______

Holder's Signature:

___________________________________

Holder's Address:

___________________________________

Signature Guaranteed: ______________________________________

NOTE : The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


Utah	0-15415	87-0340206
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification number)



ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02	UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS .


___	Written communications pursuant to Rule 425 under the Securities Act
___	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
___	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
___	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


	(c)	Exhibit

	Item	Title

	10.1	Amended and Restated Allonge and Loan Participation Agreement
	99.1	Warrant


	Global Casinos, Inc (Registrant)

Dated: October 16, 2012		_/s/ Clifford L. Neuman________ Clifford L. Neuman, President