LOAN DOCUMENT

PURCHASE AND ASSIGNMENT AGREEMENT

THIS LOAN DOCUMENT PURCHASE AND ASSIGNMENT AGREEMENT (the “Agreement”), is effective this 30 ^th day of September, 2013 (the “Effective Date”), by and between GLOBAL CASINOS, INC., a Utah corporation (“Assignor” or “Seller”), and GEMINI GAMING, LLC, a Colorado limited liability company (“Assignee” or “Buyer”),

RECITALS

A.

Assignor is a party to certain loan documents which evidence a loan by Assignor to Casinos, USA, Inc. (“Casinos” or “Borrower”), and more particularly described on Exhibit A attached hereto and incorporated herein by this reference and collectively referred to herein as the “Loan Documents.”

B.

Assignee desires to purchase all of Assignor’s rights, title, and interest in and to the Loan Documents, and Assignor is willing to do so on the terms and conditions set forth in this Agreement.

C.

Further, Assignor is willing to transfer to Assignee all of Assignor’s rights, title, and interest in and to the Loan Documents on the terms and conditions set forth herein.

D.

This Agreement is being executed and delivered in connection with the consummation of that certain Amended and Restated Split-Off Agreement between Assignor and Assignee dated as of May 2, 2013 (the “Split-Off Agreement”).

AGREEMENT

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

1.

Purchase of Loan Documents .  At the Closing (defined below), Assignor shall sell, assign and transfer to Assignee the Loan Documents and all of Assignor’s right, title and interest in the Loan evidenced by the Loan Documents.

2.

Closing .  Closing of the transactions contemplated hereunder (“Closing”) shall occur at a time and place mutually agreed upon by the parties hereto, but in no event later than 1:00 p.m., September 30, 2013.  The effective date of the assignment of the Loan Documents shall be September 30, 2013.  

3.

Assignment of Loan Documents .  At Closing, Assignor shall assign to Assignee the Loan Documents free and clear of any liens, encumbrances, pledges or claims of third parties, without recourse and without representation or warranty except as set forth in this Agreement. The form of the executed Assignments to be delivered at Closing by Assignor are attached hereto as Exhibit B, and incorporated herein by reference.

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4.

 No Merger.  The parties acknowledge and agree that it is their intention that all of the Loan Documents will remain in full force and effect after the transactions contemplated by this Agreement have been consummated.  To the extent allowed by law, the parties further acknowledge and agree that the interests of Borrower in the Property will not merge with the interests of Assignee in the Property created by the Loan Documents.  It is the express intention of each of the parties (and all of the conveyances provided for herein will so recite) that such interests of Borrower and Assignee in the Property will not merge, but be and remain at all times separate and distinct, notwithstanding any union of said interests at any time by purchase, termination or otherwise and that the liens held by Assignee against the Property created by certain of the Loan Documents will remain at all times valid and continuous liens against the Property.  Assignee specifically reserve the right to assert all claims held by Assignee against the collateral described in the Loan Documents from time to time after the Closing Date subject, however, to the terms of this Agreement.

5.

Assignor’s Representations .  Assignor represents, warrants, and covenants to Assignee the following:

(a)

Assignor has not further assigned, pledged, hypothecated or otherwise transferred any of its rights or interests under the Loan Documents, or any one of the Loan Documents, to any other party or parties and is the owner of such rights and interests; the Loan Documents (except the Deed of Trust listed in Exhibit A, which is also for the benefit of other noteholders referenced therein) are not subject to any other mortgage, security interest, pledge, lien, charge, encumbrance or title retention or other security agreement or arrangement of any nature whatsoever;  

(b)

Seller’s assignment of the Loan Documents, and each of them, to Buyer shall be free and clear of any and all mortgage, security interest, pledge, lien, charge, encumbrance or title retention or other security agreement or arrangement of any nature whatsoever of any third party, except any rights of other noteholders referenced in the Deed of Trust;   

(c)

To the best of the knowledge of Assignor and except for the Loan Documents listed on Exhibit A hereto, there exist no other agreements, documents, instruments or commitments to which Seller is a party that effects, modifies, impairs or limits in any manner whatsoever the rights of the holder of the Loan Documents which would be binding upon Buyer or limit, modify or impair the rights of Buyer under the Loan Documents;

(d)

As of Closing, the outstanding and unpaid principal balance of the Note is  $720,425.57 and the balance of accrued and unpaid interest on the Note is $7,201.00;  

(e)

To the best of the knowledge of Assignor, Exhibit A sets forth a true and complete list of all the agreements, documents, and instruments evidencing or securing the transactions contemplated by the Loan Documents;

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(f)

As of Closing, Assignor has no claims or causes of action against Assignee or Borrower, except claims or causes of action arising under the Loan Documents; and

(g)

Assignor is duly authorized by all appropriate corporate action to undertake and perform this Agreement.

6.

Assignee’s Representations and Other Agreements .  Assignee represents, warrants and covenants to Assignor the following:

(a)

Assignee has conducted its own investigation and analysis of the Borrower, the Loan Documents, the real property owned by Borrower located in Black Hawk, Colorado and any other collateral securing the Loan Documents (collectively the “Property”) and is not relying on any representations or warranties of Assignor, or any documentation including any underwriting materials, third party reports, including environmental reports, pertaining to the Property or the Borrower, whenever provided to Assignee by Assignor, except for those representations and warranties specifically made by Assignor in this Agreement.  Assignee acknowledges that the Borrower is in default under the Loan Documents.

(b)

Assignee is duly authorized by all appropriate corporate action to undertake and perform this Agreement.

(c)

As between Assignor and Assignee, Assignor shall have no liability for and shall have no obligation to indemnify Assignee from any debt, claim, obligation or liability for hazardous waste or other environmental contamination on or in the Property, if any.

(d)

As of the date hereof, Assignee or Borrower have no claims or causes of action against Assignor pertaining to the Property or the Loan Documents or Assignee’s loan secured by the Property.

(e)

Assignee possesses reasonable sophistication in financial matters and has elected to purchase the Loan Documents based on their own investigation, including environmental diligence, and is not relying on any documents, diligence materials, whenever obtained, or any statements whatsoever by Assignor, other than the Assignor Representations in Section 6.

7.

Further Assurances .  Assignee shall, at its own cost and expense, execute, acknowledge, file, and record such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement including, without limitation, the preparation, execution, and filing of a Form UCC-3.  After Closing, Assignor will provide such other and further information or documentation regarding the Loan as Assignee may request, provided such requests are reasonable.

8.

Attorneys’ Fees .  In the event of dispute under this Agreement, the prevailing party shall be obligated to pay the non-prevailing party’s (whether or not suit is filed) reasonable

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attorney’s fees and costs incurred in connection with such dispute, including without limitation any and all costs and fees incurred in any insolvency, bankruptcy or similar proceedings, state or federal, whether voluntarily or involuntarily commenced.

9.

Binding on Heirs and Successors .  This Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the parties hereto.

10.

Entire Agreement, Modification, Waiver .  This Agreement, together with documents and instruments delivered in connection herewith, contain the entire agreement of the parties relating to the subject matter hereof.  Any oral representations, supplements or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

11.

Governing Law and Arbitration .  This Agreement is executed and intended to be performed in the State of Colorado, and the laws of that State shall govern its interpretation and effect.  Any dispute or claim in law or equity between the parties arising out of this Agreement or any resulting transaction which is not settled though mediation within thirty (30) days shall be decided by neutral, binding arbitration in Boulder County, Colorado, and not by court action, except as provided by Colorado law for judicial review of arbitration proceeding.  The arbitration shall be conducted in accordance with the rules of either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Services, Inc. (JAMS).  The claimant first filing for the arbitration shall make the selection between AAA and JAMS rules.  The parties to arbitration may agree in writing to use different rules and/or arbitrator(s).  In all other respects, the arbitration shall be conducted in accordance with the Federal Rules of Civil Procedure.  In any arbitration, the prevailing party shall be entitled to recover its costs and attorney’s fees incurred in both the mediation and arbitration. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties shall have the right to discovery in accordance with the Federal Rules of Civil Procedure.  The filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision.

12.

Captions .  The captions and section headings used herein are for convenience and for ease of reference only and constitute no part of this Agreement or understanding between the parties hereto, and no reference shall be made thereto for the purpose of construing or interpreting any of the provisions hereof.

13.

Survival of Warranties .  The warranties and representations, and covenants of the parties hereunder shall survive the transactions contemplated herein

14.

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

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15.

Parties in Interest .  Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.

16.

Singular, Plural, etc.  Whenever the singular number is used herein and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word “person” shall include corporation, firm, partnership, joint venture, trust, estate, or other association.

17.

Invalidity .  In the event that any condition, covenant, promise, or other provision herein contained is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect any other covenant, promise, condition, or other provision herein contained.  If such condition, covenant, promise, or other provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law.

18.

Exhibits and Schedules .  All Exhibits and Schedules referred to herein are hereby attached hereto and incorporated herein by this reference with the same force and effect as if fully set forth herein

19.

Execution .  This Agreement shall be executed in duplicate original.  Transmittal of fully-executed signature pages to the other party by facsimile shall be deemed to constitute execution, provided original signature pages are simultaneously transmitted to that party by overnight mail.

20.

Default.   Notwithstanding anything herein to the contrary, if either party fails to make the required deliveries at the Closing or otherwise defaults under this Agreement, then the non-defaulting party shall have the right to terminate this Agreement and thereupon this Agreement shall be null and void and of no legal effect whatsoever.  If so terminated, each party hereto shall suffer their own losses, costs, expenses or damages arising out of, under or related to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as set forth below.

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EXHIBIT A

LOAN DOCUMENTS

A.

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

B.

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

C.

Second Amendment to Promissory Note dated March 18, 2008.

D.

Agreement dated March 18, 2008

E.

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;

F.

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

G.

Loan Purchase Agreement dated November 30, 2009

H.

Assignment of Noted dated November 30, 2009

I.

Assignment of Deed of Trust dated November 30, 2009

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EXHIBIT B-1

ASSIGNMENT OF DEED OF TRUST

THIS ASSIGNMENT is entered into effective this 30 ^th day of September, 2013 by and between Global Casinos, Inc., a Utah corporation ("Assignor") and Gemini Gaming, LLC, a Colorado limited liability company ("Assignee").

WITNESSETH

WHEREAS , Astraea Investment Management, LP (“Astraea”)was Beneficiary of that certain Deed of Trust executed by Casinos USA, Inc. dated January 17, 1997 and filed for record in the Clerk and Recorder’s Office of Gilpin County, Colorado on April 1, 1997 in the real property records of the Clerk & Recorder for Gilpin County, Colorado (“Records”) at Book 617, Page 464; (“Deed of Trust”) securing repayment of a promissory note in the original principal amount of $783,103.56 (“the Note”) and encumbering the real property described on Exhibit “A” attached hereto and incorporated herein by reference; and

WHEREAS,   Astraea assigned its interest in the Deed of Trust to Assignor by Assignment of Deed of Trust dated as of November 30, 2009, and recorded in the Records at Reception 140555; and  

WHEREAS , Assignor agrees to assign all of its right, title and interest in and to the Deed of Trust to Assignee and is simultaneously assigning the Note to Assignor.

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

1.

Assignment .  Effective September 30, 2013 (the "Assignment Date"), Assignor hereby assigns, transfers and conveys to Assignee any and all of Assignor's right, title and interest in and to the Deed of Trust, and the right to exercise any and all rights and remedies of the Assignor,  thereunder with respect to the Collateral described therein.  Assignor represents and warrants that (i) Assignor has the right, power and authority to execute this Assignment; (ii) that to the best of Assignor’s knowledge the Deed of Trust is a good, valid and binding agreement of the parties thereto, and their assignees, and is in full force and effect in accordance with its terms which have not been amended or modified; and (iii) that no act or omission on the part of Assignor has occurred which would constitute a default under the Deed of Trust.  Assignor disclaims any further interest in the Deed of Trust.

2.

Acceptance and Indemnification .  Assignee hereby accepts the foregoing assignment and transfer and promises to observe and perform all services and obligations required of Assignor under the Deed of Trust accruing on or after the Assignment Date or otherwise attributable to the period commencing on said date and continuing thereafter for so long as the Deed of Trust remains in full force and effect.  

3.

Binding Effect .  This Agreement shall be binding upon the parties hereto, their successors and assigns.

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

ASSIGNOR:

GLOBAL CASINOS, INC.

By:

/s/ Clifford L. Neuman

Clifford L. Neuman, its President

ASSIGNEE:

GEMINI GAMING, LLC

By:

/ s/ Clifford L. Neuman

Clifford L. Neuman, its Manager

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STATE OF COLORADO

)

) ss

COUNTY OF BOULDER

)

The foregoing instrument was acknowledged before me this 30 ^th day of September, 2013, by Global Casinos, Inc., a Utah corporation by Clifford L. Neuman, its President.

Witness my hand and official seal.

My commission expires:  04-12-2017

/s/ Melissa A. Vander Syde

Notary Public  

STATE OF COLORADO

)

) ss

COUNTY OF BOULDER

)

The foregoing instrument was acknowledged before me this 30 ^th day of September, 2013, by Gemini Gaming, LLC, a Colorado limited liability company by Clifford L. Neuman, its Manager.

Witness my hand and official seal.

My commission expires: 04-12-2017

/ s/ Melissa A. Vander Syde

Notary Public  

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EXHIBIT A

Lot 5 and the Easterly 30 feet of Lot 4 laying perpendicular to Lot 5, Block 40, City of Black Hawk in the County of Gilpin, State of Colorado

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EXHIBIT A-2

ASSIGNMENT OF NOTE

THIS ASSIGNMENT is entered into effective this 30 ^th day of September, 2013 by and between Global Casinos, Inc., a Utah corporation ("Assignor") and Gemini Gaming, LLC, a Colorado limited liability company ("Assignee").

WITNESSETH

WHEREAS , Casinos U.S.A. Inc executed a Promissory Note originally payable to Astraea Investment Management, LP (“Astraea”) in the principal amount of Seven Hundred Eighty-Three Thousand One Hundred Three and 56/100 Dollars ($783,103.56)(“the Note ”); and

WHEREAS, the current outstanding principal balance and unpaid interest due on the Note is $720,211.91; and,

WHEREAS , the Note is secured by a Deed of Trust dated January 17, 1997 and recorded April 1, 1997 in Book 617 at Page 464 in the real property records of Gilpin County, Colorado, reference to which is here made; and

WHEREAS , the Note and the interests of Astraea in the above-referenced Deed of Trust were assigned by Astraea to Assignor by an “Assignment of Deed of Trust” made effective November 30, 2009 and filed in the office of the Clerk & Recorder for Gilpin County, Colorado on December 7, 2009 at Reception No. 140555; and

WHEREAS , Assignee desires to now acquire the Note and Assignor desires to transfer all of its right, title and interest in and to the Note to Assignee.

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

1.

Assignment .

For good and valuable consideration and, in connection with the consummation of that certain Amended and Restated Split-Off Agreement between Assignor and Assignee dated as of May 2, 2013 (the “Split-Off Agreement”) as of the effective date referenced above, Assignor hereby assigns, transfers and conveys to Assignee any and all of Assignor's right, title and interest in and to the Note, and the right to collect all sums due thereunder.  Hereafter, Assignor disclaims any further interest in the Note.  In conjunction with the assignment, Assignor represents and warrants that:

 (i)

Assigner is the owner and holder of the Note; and

(ii)

Assignor has the right, power and authority to execute this Assignment; and

(iii)

Except as reflected above, the Note has not been amended or modified; and

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(iv)

That no act or omission on the part of the Maker of the Note has occurred, which would constitute a default under the Note.  

2.

Acceptance and Indemnification .  Assignee hereby accepts the foregoing assignment and transfer and promises to observe and perform all services and obligations required under the Note accruing on or after the Assignment Date or otherwise attributable to the period commencing on said date and continuing thereafter for so long as the Note remains in full force and effect.  Assignee shall indemnify, defend and hold harmless Assignor, its affiliates, agents and assigns, from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses of every nature whatsoever, including attorneys' fees, which arise from or relate to the Note on or after the Assignment Date.

3.

Binding Effect .  This Agreement shall be binding upon the parties hereto, their successors and assigns.

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

ASSIGNOR:

GLOBAL CASINOS, INC.

By:

/ s/ Clifford L. Neuman

Clifford L. Neuman, its President

ASSIGNEE:

GEMINI GAMING, LLC

By:

/ s/ Clifford L. Neuman

Clifford L. Neuman, its Manager

12

ASSIGNMENT OF DEED OF TRUST

THIS ASSIGNMENT is entered into effective this 30 ^th day of September, 2013 by and between Global Casinos, Inc., a Utah corporation ("Assignor") and Gemini Gaming, LLC, a Colorado limited liability company ("Assignee").

WITNESSETH

WHEREAS , Astraea Investment Management, LP (“Astraea”)was Beneficiary of that certain Deed of Trust executed by Casinos USA, Inc. dated January 17, 1997 and filed for record in the Clerk and Recorder’s Office of Gilpin County, Colorado on April 1, 1997 in the real property records of the Clerk & Recorder for Gilpin County, Colorado (“Records”) at Book 617, Page 464; (“Deed of Trust”) securing repayment of a promissory note in the original principal amount of $783,103.56 (“the Note”) and encumbering the real property described on Exhibit “A” attached hereto and incorporated herein by reference; and

WHEREAS,   Astraea assigned its interest in the Deed of Trust to Assignor by Assignment of Deed of Trust dated as of November 30, 2009, and recorded in the Records at Reception 140555; and  

WHEREAS , Assignor agrees to assign all of its right, title and interest in and to the Deed of Trust to Assignee and is simultaneously assigning the Note to Assignor.

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

1.

Assignment .  Effective September 30, 2013 (the "Assignment Date"), Assignor hereby assigns, transfers and conveys to Assignee any and all of Assignor's right, title and interest in and to the Deed of Trust, and the right to exercise any and all rights and remedies of the Assignor,  thereunder with respect to the Collateral described therein.  Assignor represents and warrants that (i) Assignor has the right, power and authority to execute this Assignment; (ii) that to the best of Assignor’s knowledge the Deed of Trust is a good, valid and binding agreement of the parties thereto, and their assignees, and is in full force and effect in accordance with its terms which have not been amended or modified; and (iii) that no act or omission on the part of Assignor has occurred which would constitute a default under the Deed of Trust.  Assignor disclaims any further interest in the Deed of Trust.

2.

Acceptance and Indemnification .  Assignee hereby accepts the foregoing assignment and transfer and promises to observe and perform all services and obligations required of Assignor under the Deed of Trust accruing on or after the Assignment Date or otherwise attributable to the period commencing on said date and continuing thereafter for so long as the Deed of Trust remains in full force and effect.  

3.

Binding Effect .  This Agreement shall be binding upon the parties hereto, their successors and assigns.

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

ASSIGNOR:

GLOBAL CASINOS, INC.

By:

/ s/ Clifford L. Neuman

Clifford L. Neuman, its President

ASSIGNEE:

GEMINI GAMING, LLC

By:

/s/ Clifford L. Neuman

Clifford L. Neuman, its Manager

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STATE OF COLORADO

)

) ss

COUNTY OF BOULDER

)

The foregoing instrument was acknowledged before me this 30 ^th day of September, 2013, by Global Casinos, Inc., a Utah corporation by Clifford L. Neuman, its President.

Witness my hand and official seal.

My commission expires:  04-12-2017

/s/ Melissa A. VanderSyde

Notary Public  

STATE OF COLORADO

)

) ss

COUNTY OF BOULDER

)

The foregoing instrument was acknowledged before me this 30 ^th day of September, 2013, by Gemini Gaming, LLC, a Colorado limited liability company by Clifford L. Neuman, its Manager.

Witness my hand and official seal.

My commission expires:  04-12-2017

/s/ Melissa A. VanderSyde

Notary Public  

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EXHIBIT A

Lot 5 and the Easterly 30 feet of Lot 4 laying perpendicular to Lot 5, Block 40, City of Black Hawk in the County of Gilpin, State of Colorado

4

ASSIGNMENT OF NOTE

THIS ASSIGNMENT is entered into effective this 30 ^th day of September, 2013 by and between Global Casinos, Inc., a Utah corporation ("Assignor") and Gemini Gaming, LLC, a Colorado limited liability company ("Assignee").

WITNESSETH

WHEREAS , Casinos U.S.A. Inc executed a Promissory Note originally payable to Astraea Investment Management, LP (“Astraea”) in the principal amount of Seven Hundred Eighty-Three Thousand One Hundred Three and 56/100 Dollars ($783,103.56)(“the Note ”); and

WHEREAS, the current outstanding principal balance and unpaid interest due on the Note is $720,211.91; and,

WHEREAS , the Note is secured by a Deed of Trust dated January 17, 1997 and recorded April 1, 1997 in Book 617 at Page 464 in the real property records of Gilpin County, Colorado, reference to which is here made; and

WHEREAS , the Note and the interests of Astraea in the above-referenced Deed of Trust were assigned by Astraea to Assignor by an “Assignment of Deed of Trust” made effective November 30, 2009 and filed in the office of the Clerk & Recorder for Gilpin County, Colorado on December 7, 2009 at Reception No. 140555; and

WHEREAS , Assignee desires to now acquire the Note and Assignor desires to transfer all of its right, title and interest in and to the Note to Assignee.

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

1.

Assignment .

For good and valuable consideration and, in connection with the consummation of that certain Amended and Restated Split-Off Agreement between Assignor and Assignee dated as of May 2, 2013 (the “Split-Off Agreement”) as of the effective date referenced above, Assignor hereby assigns, transfers and conveys to Assignee any and all of Assignor's right, title and interest in and to the Note, and the right to collect all sums due thereunder.  Hereafter, Assignor disclaims any further interest in the Note.  In conjunction with the assignment, Assignor represents and warrants that:

 (i)

Assigner is the owner and holder of the Note; and

(ii)

Assignor has the right, power and authority to execute this Assignment; and

(iii)

Except as reflected above, the Note has not been amended or modified; and

(iv)

That no act or omission on the part of the Maker of the Note has occurred, which would constitute a default under the Note.  

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2.

Acceptance and Indemnification .  Assignee hereby accepts the foregoing assignment and transfer and promises to observe and perform all services and obligations required under the Note accruing on or after the Assignment Date or otherwise attributable to the period commencing on said date and continuing thereafter for so long as the Note remains in full force and effect.  Assignee shall indemnify, defend and hold harmless Assignor, its affiliates, agents and assigns, from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses of every nature whatsoever, including attorneys' fees, which arise from or relate to the Note on or after the Assignment Date.

3.

Binding Effect .  This Agreement shall be binding upon the parties hereto, their successors and assigns.

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

ASSIGNOR:

GLOBAL CASINOS, INC.

By:

/s/ Clifford L. Neuman

Clifford L. Neuman, its President

ASSIGNEE:

GEMINI GAMING, LLC

By:

/s/ Clifford L. Neuman

Clifford L. Neuman, its Manager

2

ASSIGNMENT, ASSUMPTION AND INDEMNITY AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND INDEMNITY AGREEMENT is effective as of the 30 ^th day of September, 2013 by and between GLOBAL CASINOS, INC. a Utah corporation ("Assignor" or “Global”), and GEMINI GAMING, LLC, a Colorado limited liability company ("Assignee” or “Gemini”).

RECITALS

A.

This Agreement is being executed and delivered in connection with the consummation of that certain Amended and Restated Split-Off Agreement between Global and Gemini dated as of May 2, 2013 (the “Split-Off Agreement”), pursuant to which Global is selling to Gemini all of its interest in the equity securities of its subsidiaries Casinos USA, Inc. (“Casinos”), Doc Holliday Casino II, LLC (“Docs”) and Global Gaming Technologies, LLC (“GGT”).

B.

The parties desire to provide for the assignment to Gemini of all of Global’s liabilities and obligations related to its gaming assets and operations (“Gaming Debt”) and the assumption by Gemini of such Gaming Debt.

C.

The parties have satisfied all conditions necessary to the consummation of the transactions covered by the Split-Off Agreement and desire to consummate same in accordance with the terms thereof.

NOW, THEREFORE, in consideration of the covenants and agreements set forth in the Split-Off Agreement, the receipt and sufficiency whereof are hereby acknowledged, the parties agree as follows:

1.

Assignor, for itself, its successors and assigns, hereby sells, assigns, transfers, conveys and delivers to Assignee all of the Gaming Debt for which Assignor is obligated including, without limitation:

(a)

all obligations under the Docs Lease covering the Premises located at 129 to 131 Main Street, Central City, Colorado;

(b)

all obligations under the Loan Participation Agreements, as amended, with William Martindale and Pete Bloomquist;

(c)

all obligations for accounts payable and accrued liabilities;

(d)

all obligations under that certain Organization Agreement dated February 2006 with Joseph Kon regarding GGT.    

2.

Assignee hereby accepts the foregoing assignment and transfer of the Gaming Debt and hereby agrees to assume and pay the Gaming Debt in accordance with its various terms and conditions, including, without limitation, the observance and performance of all obligations required of Assignor under any contract, lease or other executory agreement included within the Gaming Debt.

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3.

Assignee agrees to indemnify, defend and hold harmless Assignor, and its affiliates, agents, successors and assigns, from and against any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses of every nature whatsoever, including attorneys fees, which arise from or relate to the Gaming Debt.  

4.

Assignor, for itself, its successors and assigns, hereby agrees to execute and deliver to Assignee any and all further documents of conveyance, agreements, assignments, transfers or other undertakings which Assignee may request and which may be necessary to effect and consummate the conveyances and assumptions herewith contained and the agreements and undertakings more fully set forth herein.

5.

This Agreement shall be binding upon the parties hereto, their successors and assigns.

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

ASSIGNOR:

GLOBAL CASINOS, INC.,

a Utah corporation

By:_____ /s/ Christopher Brogdon

     Christopher Brogdon, President

ASSIGNEE:

GEMINI GAMING, LLC

a Colorado limited liability company

By:____ /s/ Clifford L. Neuman

     Clifford Neuman, President

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SECURITY AND HYPOTHECATION AGREEMENT

THIS SECURITY AND HYPOTHECATION AGREEMENT is made effective as of the 30 ^th day of September, 2013, by and among the undersigned Members (“ Members” ) of GEMINI GAMING, LLC, a Colorado limited liability company (“ Gemini ” or “ Borrower” ) whose address is 1507 Pine Street, Boulder, Colorado  80302 and GLOBAL HEALTHCARE REIT, INC., a Utah corporation (f/k/a Global Casinos, Inc.) (“ Global ” or “ Secured Party ”).

For and in consideration of the promises, covenants and agreements herein set forth, the parties hereto agree as follows:

1.

Debt .  Gemini has incurred an indebtedness to Secured Party and, to evidence the indebtedness, has executed and delivered to Secured Party a Secured Promissory Note in the aggregate original Borrower amount of Nine Hundred Sixty-Two Thousand Three Hundred Seventy Three and 00/100 Dollars ($962,373) (the “Note”) of even date herewith, payable to the order of Secured Party, providing for repayment of Borrower and interest at maturity as provided for therein, and containing provisions for payment of attorneys’ fees and acceleration of maturity in the event of default, as therein set forth.  The Note, this Security and Hypothecation Agreement and all other documents or agreements given in connection therewith are hereafter collectively referred to as the “ Loan Documents .”  

2.

Members .  The Members have agreed to pledge the Collateral to the Secured Party to secure the Note.

3.

Collateral .  The Members hereby grant and hypothecate to Secured Party a security interest in the property described on Schedule 2 attached hereto and incorporated herein by reference.  All items in which a security interest is granted hereby are referred to as the “Collateral.” Certificates representing the Collateral registered in the name of Global shall be delivered to Global concurrently with the execution of this Agreement. For so long as there exists an Indebtedness, as defined below, outstanding and unpaid and this Security Agreement remains in full force and effect, the Borrower shall have the right to request Global to liquidate all or a portion of the Collateral, provided that the proceeds of such liquidation are used to fully retire and repay all Indebtedness due to Secured Party.

4.

Indebtedness Secured .  The security interest granted hereby is to secure payment of the following (the “ Indebtedness ”):

(a)

The amounts due under the Note, together with interest, fees and other charged provided for therein;

(b)

All future advances which any Secured Party may, at its option and for any purpose, make to Gemini, together with interest thereon;

(c)

All sums which any Secured Party may, at its option, expend or advance for the maintenance, preservation and protection of the Collateral, including without limitation, payment of taxes, levies, assessments, insurance premiums and discharge of liens, together with interest thereon, or in any other property given as security for payment of the Indebtedness;

(d)

All expenses, including reasonable attorneys’ fees, which any Secured Party incurs in connection with collection of any or all Indebtedness secured hereby or in enforcement or protection of its rights hereunder, or any other instrument given as security for a Note, or in changes in form of such Indebtedness which may be made from time to time by agreement between Borrower and Secured Party, together with interest thereon; and

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(e)

All other present or future, direct or indirect, absolute or contingent, liabilities, obligations and indebtedness of Gemini to Secured Party pursuant to the Loan Documents, and all further renewals, extensions, modifications, and restatements of the foregoing, whether or not Gemini executes any extension agreement or renewal instruments.

5.

Secured Party’s Right to Discharge .  At its option, Secured Party may discharge taxes, liens, assessments, security interest or other encumbrances at any time levied or placed on the Collateral, and any other charges or expenses or perform any obligation imposed upon Gemini hereunder.  Gemini agrees to reimburse Secured Party on demand for any payment made, or any expense incurred by Secured Party, pursuant to the foregoing authorization.  Until reimbursed, the amounts so advanced or expenses incurred shall be part of the Indebtedness to the Note, with interest thereon at the default rate specified in the Note.

6.

Possession of and Rights to Collateral .  The Borrower will deliver the Collateral into the possession of the Secured Party.  Notwithstanding such delivery, for so long as Borrower is not in default (beyond any period given Borrower to cure such default) in the payment to Secured Party of amounts due to Secured Party under the Note, or in the performance of any of the terms, covenants or conditions of the terms of any Loan Documents on the part of Borrower to perform,  the Members’ rights and privileges with respect to the ownership and use of the Collateral shall not be diminished or interfered with by Secured Party.  

7.

Events of Default .  Any one of the following shall constitute a default for purposes of this Security Agreement:

(a)

If Gemini fails to pay promptly in full the Indebtedness secured hereby when any part of such Indebtedness becomes due and payable; or

(b)

If Gemini breaches any term, condition, representation or covenant to be performed or observed by Gemini provided in this Security Agreement or the Loan Documents securing part or all of the Indebtedness of Gemini to Secured Party; or

(c)

If any warranty, representation or statement made or furnished to Secured Party by or on behalf of Gemini in connection with the Security Agreement proves to have been false in any respect; or

(d)

If the Collateral, or any part thereof, is levied upon or seized under any levy or attachment or any other legal process; or

(e)

The insolvency (however evidenced) or the commission of any act of insolvency by Gemini, or the making of an assignment to or for the benefit of creditors of Gemini, or the appointment of a receiver, liquidator, conservator or trustee of Gemini, or its property, or the filing of a voluntary petition or the commencement of any proceeding by Gemini for relief under any bankruptcy, insolvency, reorganization, arrangement or receivership laws, or any other law relating to the relief of debtors of any state or of the United States, or the filing of any involuntary petition (unless and until discharged or dismissed within 30 days after such filing) for the bankruptcy, insolvency, reorganization, arrangement or receivership or the involuntary commencement of any similar proceeding under the laws of any state or of the United States relating to the relief of debtors, against Gemini.

In the event of default, the Secured Party, at its option, may declare the entire unpaid principal of and the interest accrued on the Note secured hereby to be forthwith due and payable, without any notice or demand of any kind, both of which are hereby expressly waived.

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8.

Remedies of the Secured Party in Event of Default .  Members agree that upon the occurrence of any default set forth above, the full amount remaining unpaid on the Indebtedness secured hereby shall, at the option of Secured Party and without notice, be and become due and payable forthwith, and Secured Party shall then have the rights, options, duties and remedies of Secured Party under, and Gemini shall have the rights and duties of a debtor under, the Uniform Commercial Code of Colorado, including without limitation the right in Secured Party to take possession of the Collateral and of anything found therein, and the right without legal process to enter any premises where the Collateral may be found.  Secured Party shall have the right and power to sell, at one or more sales, as an entirety or in parcels, in public or private sales as they may elect, the Collateral, or any of it, at such place or places and otherwise in such manner and upon such notice as the Secured Party may deem appropriate, in its sole discretion, and to make conveyance to the purchaser or purchasers; and Members shall warrant title to the Collateral to such purchaser or purchasers.  If the Collateral is to be sold in a public sale, the Secured Party may postpone the sale of all or any portion of the Collateral by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at time of sale fixed by the preceding postponement.  The right of sale hereunder shall not be exhausted by one or any sale, and the Secured Party may make other and successive sales until all of the Collateral is sold.  It shall not be necessary for the Secured Party to be physically present at any such sale, or to have the Collateral in their possession; and Members shall deliver the Collateral to the purchaser at such sale on the date of sale, and if it should be impossible or impractical to take actual delivery of such property, then the title and the right of possession to such property shall pass to the purchaser at such sale as completely as if the same had been actually present and delivered. SECURED PARTY COVENANTS AND AGREES THAT IN THE EVENT OF GEMINI’S DEFAULT UNDER THE NOTE,  ITS RIGHTS UNDER THIS AGREEMENT MAY NOT BE EXERCISED IN WHOLE OR IN PART EXCEPT IN CONFORMITY WITH THE REQUIREMENTS OF THE RULES AND REGULATIONS OF THE COLORADO DIVISION OF GAMING.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SECURED PARTY COVENANTS AND AGREES THAT IN THE EVENT OF GEMINI’S DEFAULT UNDER THE NOTE, SECURED PARTY MAY NOT TAKE POSSESSION OF GAMING ASSETS OR EQUIPMENT OR OPERATE GEMINI’S CASINO UNLESS DULY LICENSED BY THE DIVISION OF GAMING IN CONFORMITY WITH ALL LEGAL REQUIREMENTS.

8.

(a)

Judicial Proceedings .  Upon occurrence of an event of default, the Secured Party in lieu of or in addition to exercising the power of sale hereinabove given, may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or of the sale of the Collateral, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder of the sale of the Collateral, or for the enforcement of any other appropriate legal or equitable remedy.

(b)

Certain Aspects of a Sale .  The Secured Party shall have the right to become the purchaser at any sale held by it or by any court, receiver or public officer, and the Secured Party shall have the right to credit upon the amount of the bid made therefor, the amount payable out of the net proceeds of such sale to them.  Recitals contained in any covenant made to any purchaser at any sale made hereunder shall conclusively establish the truth and accuracy of the matters therein stated, including, without limiting the generality of the foregoing, non-payment of the unpaid Borrower sum of, and the interest accrued on, the Indebtedness after the same has become due and payable, and advertisement and conduct of such sale in the manner provided herein.

(c)

Receipt to Purchaser .  Upon any sale, whether made under the power of sale herein granted and conferred or by judicial proceedings, the receipt of the Secured Party, or of the officer

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making sale under judicial proceedings, shall be sufficient to discharge the purchaser or purchasers at any sale for his or their purchase money, and such purchaser or purchasers, his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Secured Party or of such officer therefor, be obligated to see the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof.

(d)

Effect of Sale .  Any sale or sales of the Collateral, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever either at law or in equity, of Members of, in and to the property sold, and shall be a perpetual bar, both at law and in equity, against Members or their successors or assigns and against any and all persons claiming or who shall thereafter claim all or any of the property sold from, through or under Members or their successors or assigns; nevertheless, Members, if so requested by the Secured Party, shall join in the execution and delivery of all property conveyances, assignments and transfers of the properties so sold.

(e)

Application of Proceeds .  The proceeds of any sale of the Collateral or any part thereof, whether under and conferred or by virtue of judicial proceedings, shall be applied as follows:

(i)

To the payment of all expenses incurred by the Secured Party in any entry or taking of possession, of any sale, of advertisement thereof, and of conveyances, and court costs, compensation of agents and employees and attorneys’ fees;

(ii)

To the payment of the Indebtedness with interest to the date of such payment; and

(iii)

Any surplus thereafter remaining shall be paid to Gemini or its successors or assigns, as their interests shall appear.

(f)

Members’ Waiver of Appraisement, Marshaling, Etc., Rights .   Members, to the full extent that it may lawfully so agree, that they will not at any time insist upon or plead or in any manner whatever claim the benefit of any appraisement, valuation, stay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Security Agreement or the sale of the Collateral or the possession thereof by any purchaser at any sale made pursuant to any provision hereof; and Gemini and Members , for them and all who may claim through or under them now or hereafter, hereby waive the benefit of all such laws.  Members, for themselves and all who may claim through or under them, waive any and all right to have the Collateral marshaled upon any foreclosure of the lien hereof, or sold in inverse order of alienation, and agrees that the Secured Party or any court having jurisdiction to foreclose such lien may sell the Collateral as an entirety.

(g)

Costs and Expenses .  All costs and expenses for retaking, holding, storing, preparing for sale, selling and documenting such transactions (including attorneys’ fees) incurred by the Secured Party in protecting and enforcing its rights hereunder, shall constitute a demand obligation owing by Gemini to the Secured Party at the effective rate of interest of the Note, all of which shall constitute a portion of the Indebtedness.

(h)

Operation of Collateral by the Secured Party .  Upon the occurrence of an event of default and in addition to all other rights herein conferred on the Secured Party, the Secured Party (or any person, firm or corporation designated by the Secured Party) shall have the right and power, but shall not be obligated, to take possession of any of the Collateral.  The Secured Party, or any person, firm or corporation designated by them, shall have the right to collect, receive and receipt for all payments with

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respect to the Collateral, and to exercise every power, right and privilege of the Borrowers with respect to the Collateral.

(i)

No Liability for Deficiency .  Secured Party acknowledges and agrees that the Note is non-recourse as against Gemini or the Members; and that in the event of Gemini’s default under the Note, Secured Party’s sole recourse will be against the Collateral as defined herein.  As a result, Secured Party acknowledges that any deficiency remaining after the exercise by Secured Party of its rights hereunder shall be without further recourse against Gemini or Members.

(j)

Compliance with Gaming Regulations .    Secured Party acknowledges that the business operations of Gemini are regulated by the laws, rules and regulations of the State of Colorado and the Colorado Division of Gaming (hereafter collectively the “ Gaming Laws ”), and the rights of Secured Party with respect to the Collateral are subject in all respects to compliance with the Gaming Laws.  As a result, the provisions of this Section 8 defining the rights of Secured Party in the event of Gemini’s default are qualified in their entirety and subject to such restrictions, limitations and proscriptions that may become operative by virtue of the application of the Gaming Laws to the remedies available to Secured Party by virtue of this Agreement or the Uniform Commercial Code of the State of Colorado.  

9.

Notification .  Any requirement of the Uniform Commercial Code of reasonable notification of the time and place of any public sale, or the time after which any private sale or other disposition is to be made, shall be met by mailing to Gemini at the address shown at the beginning of this Agreement, at least ten (10) days’ prior notice of the time and place of any public sale or the time after which any private sale or any other intended disposition is to be made.  Gemini shall be and remain liable for any deficiency remaining after applying the proceeds of disposition of the Collateral as provided in this Security Agreement.

10.

No Waiver .  The making of this Security Agreement shall not waive or impair any other security Secured Party may have or hereafter acquire for the payment of the Indebtedness, nor shall the taking of any such additional security waive or impair this Security Agreement; but Secured Party may resort to any security they may have in the order they may deem proper, and Secured Party shall retain their rights to set-off against Gemini, notwithstanding any rights to the Collateral hereunder.

11.

Advances by the Secured Party .  Each and every covenant herein contained shall be performed and kept by Gemini solely at Gemini’s expense.  If Gemini shall fail to perform or keep any of the covenants of whatsoever kind or nature contained in this instrument, the Secured Party, or any receiver appointed hereunder, may, but shall not be obligated to, make advances to perform the same on their behalf, and Gemini hereby agrees to repay such sums upon demand plus interest as a part of the Indebtedness.  No such advance shall be deemed to relieve Gemini from any default hereunder.

12.

Defense of Claims .  Gemini will notify the Secured Party in writing, promptly of the commencement of any legal proceedings affecting the lien hereof or the Collateral or any part thereof, and will take such action, employing attorneys acceptable to the Secured Party or, as may be necessary to preserve Gemini’s and the Secured Party’ rights affected thereby; and should Gemini fail or refuse to take any such action, the Secured Party may, upon giving prior written notice thereof to Gemini take such action on behalf and in the name of Gemini and at Gemini’s expense.  The Secured Party may also take such independent action in connection therewith as it may, in its discretion, deem proper, Gemini hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest, will, on demand, be reimbursed to the Secured Party by Gemini, or any receiver appointed hereunder, and shall become part of the Indebtedness.

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13.

Payment of the Indebtedness .  If the Indebtedness shall be fully paid and the covenants herein contained shall be performed, the entire right, title and interest of the Secured Party shall thereupon cease; and the Secured Party in such case shall, upon the request of Gemini or Members and at Gemini’s or Members’ cost and expense, deliver to Members proper instruments acknowledging satisfaction of this Security Agreement.

14.

Renewals, Amendments and Other Security .  Renewals and extensions of the Indebtedness may be given at any time and amendments may be made to agreements relating to any part of the Indebtedness without notice to or consent of Gemini or Members.  The Secured Party may resort first to such other security or any part thereof or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action shall not be a waiver of any rights conveyed by this Security Agreement, which shall continue as a lien upon the Collateral not expressly released until the Indebtedness secured hereby is fully paid.

15.

Release .  No release from the lien of this Security Agreement or any part of the Collateral by Secured Party shall in any way alter, vary, or diminish the force, effect or lien of this Security Agreement on the balance of the Collateral.

16.

Subrogation .  This Security Agreement is made with full substitution and subrogation of Secured Party in and to all covenants and warranties by another heretofore given or made in respect of the Collateral or any part thereof.

17.

Governing Law .  This Security Agreement shall be governed by the laws of the State of Colorado.

18.

Instrument and Assignment, Etc.  This Security Agreement shall be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract, financing statement, real estate mortgage or security agreement, and from time to time as any one or more thereof.

19.

Limitation on Interest .  No provision of this Security Agreement or of the Indebtedness shall require the payment or permit the collection of interest in excess of the maximum permitted by law or which is otherwise contrary to law.  If any excess of interest in such respect is herein or in the Indebtedness provided for, or shall be adjudicated to be so provided for herein or in the Indebtedness, Gemini shall not be obligated to pay such excess.

20.

Unenforceable or Inapplicable Provisions .  If any provision hereof or of the Indebtedness is invalid or unenforceable in any jurisdiction, or with respect to any person or property, the other provisions hereof or of the Indebtedness in such jurisdiction and the application thereof to any other person or property, shall remain in full force and effect, and the remaining provisions hereof shall be liberally construed in favor of the Secured Party in order to effectuate the provisions thereof.  The invalidity of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.

21.

Rights Cumulative .  Each and every right, power and remedy herein given to the Secured Party shall be cumulative and not exclusive; and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by the Secured Party, and the exercise, or the beginning of the exercise, or any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy.  No delay or omission by the Secured Party in the exercise of any right, power or remedy shall impair any such right, power or remedy then or thereafter existing.

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22.

Waiver by the Secured Party .  Any and all covenants in this Security Agreement may from time to time by instrument in writing signed by the Secured Party be waived to such extent and in such manner as the Secured Party may desire, but no such waiver shall ever affect or impair the Secured Party’ rights or liens hereunder, except to the extent specifically stated in such written instrument.

23.

Successors and Assigns .  This Security Agreement is binding upon Gemini, its successors and assigns, and shall inure to the benefit of the Secured Party, its successors and assigns.

24.

Section Headings .  The section headings in this instrument are inserted for convenience and shall not be considered a part of this Security Agreement or used in its interpretation.

25.

Counterparts .  This Security Agreement may be executed in any number of counterparts, each of which shall, for all purposes, be deemed to be an original, and all of which are identical except that, to facilitate filing and recordation, in any particular counterpart portions of the Exhibits hereto which describe properties situated in counties other than the county in which such counterpart is to be recorded may have been omitted.  All counterparts shall together constitute but one and the same instrument.

26.

Special Filing as Financing Statement .  This Security Agreement shall be a Security Agreement and a Financing Statement and Gemini hereby grants to Secured Party, its successors and assigns, a security interest in all Collateral described herein and all proceeds from the sale, lease or other disposition of the Collateral or any part thereof.  This Security Agreement may be filed as a Financing Statement in the office of the Secretary of State, as appropriate, in respect of those items of Collateral of a kind or character defined in or subject to the applicable provisions of the Uniform Commercial Code, as in effect in the appropriate jurisdiction with respect to each of the properties, rights and interests.

27.

Notices .  Any notice, request, demand or other instrument which may be required or permitted to be given or served upon Gemini or the Secured Party shall be in writing and shall be validly given or sent by certified mail, return receipt requested; or by telegram, telex or express courier holding itself out as able to make delivery within 72 hours after receipt, or by hand-delivery receipted by the addressee, and addressed to Gemini or Secured Party, as the case may be, at its address shown above, or to such different address as shall have been designated by written notice to the other party hereunder.  Notices shall be effective on the date mailed to Gemini and on the date received by Secured Party.

28.

WAIVER OF JURY TRIAL .  IT IS MUTUALLY AGREED BY AND BETWEEN MEMBERS, GEMINI AND SECURED PARTY THAT THE RESPECTIVE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT, THE PROMISSORY NOTE AND ALL OTHER INSTRUMENTS EXECUTED IN CONNECTION THEREWITH.

(SIGNATURE PAGE FOLLOWS)

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IN WITNESS WHEREOF, Gemini has executed or caused to be executed this Security and Hypothecation Agreement.

GLOBAL HEALTHCARE REIT, INC.

(f/k/a Global Casinos, Inc.)

By:____ /s/ Christopher Brogdon

Christopher Brogdon, President

MEMBERS __ /s/ Clifford L. Neuman Clifford L. Neuman, 40,000 Shares __ /s/ Pete Bloomquist Pete Bloomquist, 30,000 Shares _ /s/ Doug James Doug James, 30,000 Shares

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SCHEDULE 1

Attached to and made a part of Security and Hypothecation Agreement

between

Gemini Gaming, LLC
as Borrower,

and

Global Casinos, Inc., a/k/a Global Healthcare REIT, Inc.  as Secured Party

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SCHEDULE 2

Attached to and made a part of Security and Hypothecation Agreement

between

Gemini Gaming, LLC
as Borrower,

and

Global Casinos, Inc., a/k/a Global Healthcare REIT, Inc.  as Secured Party

Description of Collateral

The Collateral consists of all of the Members’ right, title and interest in and to 100,000 shares of Membership Interest in Gemini Gaming, LLC

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SPLIT-OFF INTERCOMPANY AGREEMENT

THIS SPLIT-OFF INTERCOMPANY AGREEMENT (the “Agreement”), is effective this 30 ^th day of September, 2013 (the “Effective Date”), by and between GLOBAL CASINOS, INC., a Utah corporation (“Global”), and GEMINI GAMING, LLC, a Colorado limited liability company (“Gemini”),

RECITALS

A.

This Agreement is being executed and delivered in connection with the consummation of that certain Amended and Restated Split-Off Agreement between Global and Gemini dated as of May 2, 2013 (the “Split-Off Agreement”), pursuant to which Global is selling to Gemini all of its interest in the equity securities of its subsidiaries Casinos USA, Inc. (“Casinos”), Doc Holliday Casino II, LLC (“Docs”) and Global Gaming Technologies, LLC (“GGT”).

B.

The parties desire to provide for the elimination of a portion of intercompany debits and credits between Global, on the one hand, and Casinos, Docs and GGT  on the other.

AGREEMENT

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

1.

Intercompany Debits and Credits.   The parties agree that as of the Effective Date of the Spin-Off, there exist intercompany debits and credits between and among Global, Casinos, Docs and GGT (“Intercompany Debits and Credits”) including, without limitation:

(a)

note payable, principal and interest from Casinos to Global in the principal amount of $550,000;

(b)

management fees payable from Casinos to Global, accrued and unpaid;

(c)

accrued interest on senior mortgage due from Casinos to Global prior to the assignment of the mortgage note from Global to Gemini;

(d)

advances payable by Docs to Global, together with accrued interest; and

(e)

advances payable by GGT to Global, together with accrued interest.

2.

Elimination of Certain Intercompany Debits and Credits.  The parties agree that as of the Effective Date of the Spin-Off,   the Intercompany Debits and Credits listed in Section 1(a) above will be eliminated, such that there will no longer be any outstanding obligations or entitlements between Global, on the one hand, and Casinos, Docs and/or GGT on the other.

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3.

Survival of Certain Debits and Credits.   Nothing contained in this Agreement shall be construed or result in any impairment, limitation or elimination of (i) any intercompany debits and credit between and among Casinos, Docs and/or GGT or (ii) the senior mortgage note and deed of trust encumbering the Bull Durham Casino real property and improvements located at 110 Main Street, Black Hawk, Colorado which is being assigned to Gemini as part of the Split-Off.   

4.

Attorneys’ Fees .  In the event of dispute under this Agreement, the prevailing party shall be obligated to pay the non-prevailing party’s (whether or not suit is filed) reasonable attorney’s fees and costs incurred in connection with such dispute, including without limitation any and all costs and fees incurred in any insolvency, bankruptcy or similar proceedings, state or federal, whether voluntarily or involuntarily commenced.

5.

Binding on Heirs and Successors .  This Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the parties hereto.

6.

Entire Agreement, Modification, Waiver .  This Agreement, together with documents and instruments delivered in connection herewith, contain the entire agreement of the parties relating to the subject matter hereof.  Any oral representations, supplements or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

7.

Governing Law and Arbitration .  This Agreement is executed and intended to be performed in the State of Colorado, and the laws of that State shall govern its interpretation and effect.  Any dispute or claim in law or equity between the parties arising out of this Agreement or any resulting transaction which is not settled though mediation within thirty (30) days shall be decided by neutral, binding arbitration in Boulder County, Colorado, and not by court action, except as provided by Colorado law for judicial review of arbitration proceeding.  The arbitration shall be conducted in accordance with the rules of either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Services, Inc. (JAMS).  The claimant first filing for the arbitration shall make the selection between AAA and JAMS rules.  The parties to arbitration may agree in writing to use different rules and/or arbitrator(s).  In all other respects, the arbitration shall be conducted in accordance with the Federal Rules of Civil Procedure.  In any arbitration, the prevailing party shall be entitled to recover its costs and attorney’s fees incurred in both the mediation and arbitration. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties shall have the right to discovery in accordance with the Federal Rules of Civil Procedure.  The filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision.

8.

Captions .  The captions and section headings used herein are for convenience and for ease of reference only and constitute no part of this Agreement or understanding between the parties hereto, and no reference shall be made thereto for the purpose of construing or interpreting any of the provisions hereof.

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9.

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

10.

Parties in Interest .  Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.

11.

Singular, Plural, etc.  Whenever the singular number is used herein and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word “person” shall include corporation, firm, partnership, joint venture, trust, estate, or other association.

12.

Invalidity .  In the event that any condition, covenant, promise, or other provision herein contained is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect any other covenant, promise, condition, or other provision herein contained.  If such condition, covenant, promise, or other provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law.

13 .

Execution .  This Agreement shall be executed in duplicate original.  Transmittal of fully-executed signature pages to the other party by facsimile shall be deemed to constitute execution, provided original signature pages are simultaneously transmitted to that party by overnight mail.

IN WITNESS WHEREOF, the parties have executed this Agreement as set forth below.

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The Securities in the form of the Senior Secured Promissory Note of Gemini Gaming, LLC have not been registered under the Securities Act of 1933, as amended, or under any state securities laws.  Such securities cannot be sold, transferred, assigned or otherwise disposed, except in accordance with the Securities Act of 1933, as amended, and applicable state securities laws.

SECURED PROMISSORY NOTE

$962,373

September 30, 2013

FOR VALUE RECEIVED, GEMINI GAMING, LLC, Colorado limited liability company, and its successors and assigns (the "Maker"),  promises to pay to the order of GLOBAL HEALTHCARE REIT, INC. , a Colorado corporation, f/k/a Global Casinos, Inc. ("Holder") at  3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305 or at such other place as Holder may from time to time designate in writing, the principal sum of Nine Hundred Sixty-Two Thousand Three Hundred Seventy-Three and no/100 Dollars ($962,373) in lawful money of 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.

This Senior Secured Promissory Note (this “Note” ) is secured by certain property of Maker, as set forth in that certain Security and Hypothecation Agreement of even date herewith between the holders of all of the issued and outstanding memberhip interests of Maker and the Holder of the Note.   BY ACCEPTING THIS NOTE, HOLDER COVENANTS AND AGREES THAT IN THE EVENT OF MAKER’S DEFAULT UNDER THIS NOTE,  ITS RIGHTS UNDER THE STOCK PLEDGE AGREEMENT MAY NOT BE EXERCISED IN WHOLE OR IN PART EXCEPT IN CONFORMITY WITH THE REQUIREMENTS OF THE RULES AND REGULATIONS OF THE COLORADO DIVISION OF GAMING.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HOLDER COVENANTS AND AGREES THAT IN THE EVENT OF MAKER’S DEFAULT HEREUNDER, HOLDER MAY NOT TAKE POSSESSION OF GAMING ASSETS OR EQUIPMENT OR OPERATE MAKER’S CASINO UNLESS DULY LICENSED BY THE DIVISION OF GAMING IN CONFORMITY WITH ALL LEGAL REQUIREMENTS.

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Interest Rate .  The unpaid principal balance of this Note shall bear interest commencing on on the date hereof at the rate of four (4%) per annum.

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Payment/Maturity Date .  The principal balance hereof and accrued and unpaid interest shall be due and payable in equal quarterly installments in the amount of $17,495.37 each, with payments due on or before the first day of each month commencing January 1, 2014 and continuing on or before the first day of April, July, October and January thereafter until October 1, 2033, when the entire outstanding balance of principal and interest is due and payable in full (the “Maturity Date”).  

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Default Interest and Attorney Fees .  Upon declaration of a default hereunder, the balance of the principal remaining unpaid, interest accrued thereon, and all other costs, and fees shall bear interest

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at the rate of six percent (6%) per annum from the date or default, or the date of advance, as applicable.  In the event of default, the Maker and all other parties liable hereon agree to pay all costs of collection, including reasonable attorneys' fees.

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

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Prepayment .  Maker may prepay the unpaid principal balance of this Note in whole or in part at any time or from time to time without penalty, together with interest accrued thereon to the date of such prepayment.  

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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 Holder's rights hereunder or under any instrument securing payment of this Note, Maker shall pay to Holder its reasonable attorneys' 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.

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Default .  At the option of Holder, the unpaid principal balance of this Note and all accrued interest thereon shall become immediately due, payable, and collectible, without notice or demand, upon the occurrence at any time of any of the following events, each of which shall be deemed to be an event of default hereunder:

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Maker's failure to make any payment of principal, interest, or other charges on or before the date on which such payment becomes due and payable under this Note.

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Any breach or violation of any agreement or covenant contained in this Note, or in any other document or instrument securing, evidencing, or relating to the indebtedness evidenced by this Note, including, without limitation, the Security Agreement and the Guaranty Agreement.

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The failure of Maker to generally pay its debts as they become due or if Maker shall file in any court pursuant to any statute, either of the United States or of any state, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of Maker' property, or if Maker make any assignment for or petitions for or enters into an arrangement for the benefit of creditors, or if a petition in bankruptcy is filed against Maker which is not discharged within sixty (60) days thereafter.

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Dissolution, liquidation or termination of Maker.

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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)

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default interest accrued to the date of said payment; (3) ordinary interest accrued to the date of said payment; and (4) finally, outstanding principal.

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Assignment of Note .  This Note may not be assigned by Maker without the Holder’s written consent.

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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 shall not be construed as a bar to or waiver of any such right and/or remedy on any future occasion.

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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.

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Purpose of Loan .  Maker certifies that the loan evidenced by this Note is obtained for business or commercial purposes and that the proceeds thereof will not be used primarily for personal, family, household, or agricultural purposes.

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Waiver of Presentment .  Maker and the endorsers, sureties, guarantors and all persons who may 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 or delays in collection or enforcement hereof.  Said parties consent to any modification or extension of time (whether one or more) of payment hereof, the release of all or any part of the security for the payment hereof, and the release of any party liable for payment of this obligation.  Any modification, extension, or release may be without notice to any such party and shall not discharge said party's liability hereunder.

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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 loan evidenced by this Note is made in the State of Holder's residence or domicile and the provisions hereof will be construed in accordance with the laws of such state, and such parties further agree that in the event of default this Note may be enforced in any court of competent jurisdiction in said state, 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.

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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

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term "Holder" as used herein shall mean Holder or, if this Note is transferred, the then Holder of this Note.

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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 lender only.

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Liability of Maker .  Maker's liability under this Note shall be non-recourse as to Maker; and in the event of Maker’s default under this Note, Holder shall look solely to its rights under the stock pledge agreement given to secure this Note.

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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.

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

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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 the 30 ^th day of September, 2013.

GEMINI GAMING, LLC

a Colorado limited liability company

By:   /s/ Clifford L. Neuman

        Clifford L. Neuman,  Manager

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