Lease 10.06

IGT EZ PAY PARTS EQUIPMENT LEASE


This Lease, effective as of the date stated below, is between Exber, Inc., a Nevada corporation, referred to as Lessor, and The Union Plaza Operating Company, a Nevada corporation, referred to as Lessee.


Subject to the terms and conditions stated below, Lessor leases to Lessee and Lessee leases from Lessor all that equipment described in Exhibit A, attached to and made a part of this Lease, or as described in any subsequent exhibits executed by both parties that may be made a part of this Lease, referred to as the Property.


SECTION ONE TERM OF LEASE


The term of this Lease shall be for a period of thirty six (36) months, beginning on 6/15/03, and ending on 5/15/06. The term of this Lease may be extended for additional equipment added by subsequent exhibit under the terms set forth in that exhibit, but otherwise the provisions of this Lease shall control. The term of this Lease is irrevocable and rent shall not abate for any reason other than as provided in Section 10.


SECTION TWO RENT


Lessee agrees to pay to Lessor, as rent for the Property, (as set forth in Exhibit B), payable in monthly installments as follows: (see Exhibit B) on the fifteenth day of each succeeding month thereafter during the term of the Lease. All such payments shall be made at the principal place of business of Lessor at 600 East Fremont Street, Las Vegas, Nevada 89101, or such other place as shall be designated by written notice from Lessor to Lessee, unless Lessor shall assign this Lease or the right to receive the Lease payments, in which event Lease payments shall be paid to Lessor's assignee, after written notice of the assignment has been given to Lessee by Lessor.


SECTION THREE LOCATION OF PROPERTY


Lessee, without prior written consent of Lessor, shall not permit the Property to be removed from One Main Street, Las Vegas, Nevada.


SECTION FOUR CARE OF PROPERTY


Lessee shall use the Property in a careful and proper manner and shall comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the Property.


SECTION FIVE IDENTIFICATION OF PROPERTY


If at any time during the term of this Lease Lessor supplies Lessee with labels, plates, or other markings stating that the Property is owned by Lessor, Lessee shall affix and keep such labels, plates, or other markings in a prominent place on the Property. Lessee agrees to execute as requested all UCC forms requested by Lessor to perfect Lessor's security interest in the Property and appoints Lessor its attorney in fact to execute such forms on its behalf.


SECTION SIX ALTERATIONS


Lessee agrees that it will make no alterations to or in the Property without obtaining prior written permission from Lessor or, where appropriate Lessee is given the right to make alterations, additions, or improvements to the property, so long as the value of the property is not reduced. All such additions to and improvements of the Property of any kind shall immediately become Lessor's property and subject to the terms of this Lease.


SECTION SEVEN MAINTENANCE AND REPAIR


Lessee at Lessee's own cost and expense, shall keep the Property in good repair, condition, and working order. Lessee shall not remove, alter, disfigure, or cover up any numbering, lettering or insignia displayed on the property, and shall see that the Property is not subjected to careless or needlessly rough usage.


SECTION EIGHT LESSOR'S RIGHT OF INSPECTION


Lessor, at all times during business hours, shall have the right to enter on the premises where the Property may be located for the purpose of inspecting it or observing its use. Lessee shall give Lessor immediate notice of any attachment or other judicial process affecting the property and, whenever requested by Lessor, shall advise Lessor of the exact location of the Property.


SECTION NINE RETURN OF PROPERTY


On expiration or earlier termination of this Lease, Lessee shall return the Property to Lessor in good repair, ordinary wear and tear resulting from proper use alone excepted, in the following manner or as may be specified by Lessor:


(a) By delivering the Property at Lessee's expense to such place as Lessor shall specify within the county in which the Property was delivered to Lessee or to which the Property was removed with the written consent of Lessor; or


(b) By loading the Property at Lessee's cost on board such carrier as Lessee shall specify and shipping the Property, freight collect, to the destination designated by Lessor.


Such conditions for return of the Property are subject to Lessee's option to purchase it as set forth below.


SECTION TEN LESSEE'S OPTION TO PURCHASE


Lessor grants to Lessee the option to purchase the Property at the end of the term of this Lease, provided that Lessee gives notice to Lessor, in writing, of Lessee's intention to exercise the option at least ninety (90) days prior to expiration of this Lease, and provided further that Lessee completely performs all terms and provisions of this Lease on Lessee's part to be performed, including timely and full payment of the Lease payments and other amounts due under this Lease. Should Lessee exercise the option to purchase, all of the Lease payments paid shall be applied to the purchase price of the Property and, on receipt of the balance of the purchase price by Lessor, together with a sum equal to any new or applicable unpaid sales and use taxes, Lessor will transfer title to the Property to Lessee, and will deliver, on Lessee's written request, written evidence of the transfer of such title. The option purchase price is the sum of One Dollar ($1.00).


(a) Lessee has entered into a contract with Barrick Corporation under which Barrick will acquire all of the gaming and gaming related equipment of Lessee. Lessor does not consent to Barrick's assumption of this Lease. Lessor does consent to Lessee purchasing the equipment listed on Exhibit A prior to the expiration of this Lease, when and only if, Barrick completes the purchase of Lessee's business assets. The parties agree that the method of payment will be an increased purchase price to Barrick for the business assets, which purchase will then include the equipment free and clear of this Lease. The purchase price of the Exhibit A equipment shall be the remaining amounts due Lessor under this Lease, excluding interest not yet accrued.


This sale shall be without warranty or representation including MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, the equipment being sold "AS-IS."


SECTION ELEVEN DELIVERY AND ACCEPTANCE OF PROPERTY


Lessee shall inspect the Property within twenty-four (24) hours after it is delivered to Lessee. Unless Lessee, within ten (10) days, gives written notice to Lessor specifying any defect in or other proper objection to the Property, Lessee agrees it shall be conclusively presumed, as between Lessor and Lessee that Lessee has fully inspected and acknowledged the Property to be in good condition and repair, and that Lessee is satisfied with and has accepted the Property in such good condition and repair.


SECTION TWELVE RISK OF LOSS OR DAMAGE


Lessee assumes all risk of loss of and damage to the Property from any cause. Notwithstanding the commencement date, Lessee agrees that all risk of loss of the Property shall be on Lessee from and after shipment of the Property to Lessee from the Seller thereof. No loss or damage to the Property will impair any obligation of Lessee under this Lease, which will continue in full force and effect. In the event of loss of or damage to the Property, Lessee, at the option of Lessor, shall:


(a) Place the Property in good repair; or


(b) Replace the Property with like property in good repair, which property shall become subject to this Lease.


SECTION THIRTEEN OBLIGATION TO INSURE


Lessee, at Lessee's own expense, shall keep the Property insured for such risks and in such amounts as Lessor shall require with carriers acceptable to Lessor, shall maintain a loss payable indorsement in favor of Lessor affording to Lessor such additional protection as Lessor shall require, and shall maintain liability insurance satisfactory to Lessor. All such insurance shall name Lessor and Lessee as insured. The policies shall provide that they may not be canceled or altered without at least thirty (30) days' prior written notice to Lessor, and the loss payable indorsement shall provide that all amounts payable by reason of loss of or dama ...