Common use of Securities Laws Requirements Clause in Contracts

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless and until, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the applicable registration requirements of the Securities Act of 1933, any applicable listing requirements of any securities exchange on which stock of the same class is listed, and any other requirements of law or an exemption therefromany regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. Each certificate representing Pursuant to the terms of the Notice and Agreement of Exercise that shall be delivered to the Company upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree as follows: (a) All Option Shares shall bear be acquired solely for the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF account of the Optionee for investment purposes only and with no view to their resale or other distribution of any kind; (A b) No Option Share shall be sold or otherwise distributed in violation of the Securities Act of 1933 or any other applicable federal or state securities laws; (c) If the Optionee is subject to reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANYExchange Act"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENThe shall: (i) be aware that the actual accrual of any right under the Option to purchase Option Shares is an event that requires reporting on Form 4 under Section 16(a) of the Exchange Act. (ii) be aware that any sale by him or his immediate family of the Company's Common Stock within six months before or after the granting of any Option may create liability for him under Section 16(b) of the Exchange Act, (iii) consult with his counsel regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 and prior to any sale of the Company's Common Stock, (THE "ACT"iv) OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if assist the Company determines that with the listing filing of a Form 3, 4 or qualification 5 with the Securities and Exchange Commission, and (v) timely file all reports required under the federal securities laws, and (d) The Optionee shall report all sales of Option shares to the Company in writing on a form prescribed by the Company, including pre-notification in certain cases as provided in Section 6 below. The forgoing restrictions or notices thereof may be placed on the certificates representing the Option Shares under any securities purchased pursuant to the Option and the Company may refuse to issue the certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, any extentapplicable registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. Pursuant to the terms of the Notice and Agreement of Exercise of Option that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, the Optionee, and the Optionee's designate if such exerciseapplicable, in the opinion of counsel shall acknowledge, represent, warrant and agree as follows: (a) all Option Shares shall be acquired solely for the Companyaccount of the Optionee, would violate or for the account of the Optionee's designate if applicable, for investment purposes only and with no view to their resale or other distribution of any kind; (b) no Option Shares shall be sold or otherwise distributed in violation of the Securities Act (or any other applicable federal or state statutes having similar securities laws; (c) if the Optionee, or the Optionee's designate if applicable, is subject to reporting requirements under Section 16(a) of the United States Securities Exchange Act of 1934, as may be in effect at that timeamended (the "Exchange Act"). Further, the Company Optionee, or the Optionee's designate if applicable, shall: (i) be aware that the grant of the Option to purchase Option Shares is an event that may require as a condition reporting on Forms 3, 4 or 5 under Section 16(a) of transfer the Exchange Act; (ii) be aware that any sale by the Optionee or his immediate family of the Company's Common Stock or of any of the Option Shares pursuant within six months before or after any grant or exercise of the Option may create liability for him under Section 16(b) of the Exchange Act; (iii) consult with the Optionee's counsel regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option that Option, and prior to any sale of the Optionee furnish a written representation that he is purchasing Company's Common Stock or acquiring the Option Shares for investment within six months after any grant or exercise of the Option; (iv) assist the Company with the filing of the applicable Forms 3, 4 or 5 with the Securities and not with a view to resale Exchange Commission; and (v) timely file all reports required under the federal securities laws; (d) the Optionee, or distribution the Optionee's designate if applicable, shall report all sales of Option Shares to the public. The Optionee hereby represents and warrants that he understands that Company in writing on a form prescribed by the Company; and (e) if any of the Option Shares are "restricted securities," as defined being acquired solely for the account of the Optionee's designate, each of the Optionee and the Optionee's designate is either a consultant or advisor to the Company, the Optionee is under privity of contract or arrangement with the Company and each of the Optionee and the Optionee's designate, in Rule 144 such capacity, has rendered bona fide services to the Company which include, but are not limited to, financial, administrative and/or managerial services; provided that neither the Optionee nor the Optionee's designate rendered or renders services, directly or indirectly, to promote or maintain a market for the Company's securities and, furthermore, provided that no such services were rendered or are being rendered in connection with the offer or sale of securities in a capital-raising transaction on behalf of the Company; failing any of which any Option Shares acquired hereunder may not be or may not have been registerable under the Securities Act and may not be sold unless they are sold pursuant to an exemption from registration under the Securities Act, and that any resale of . The foregoing restrictions or notice thereof shall be placed on the certificates representing the Option Shares must be in compliance with purchased pursuant to the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if and the Company determines may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, any extentapplicable registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. Pursuant to the terms of the Notice and Agreement of Exercise of Option that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, the Optionee, and the Optionee’s designate if such exerciseapplicable, in the opinion of counsel shall acknowledge, represent, warrant and agree as follows: (a) all Option Shares shall be acquired solely for the Companyaccount of the Optionee, would violate or for the account of the Optionee’s designate if applicable, for investment purposes only and with no view to their resale or other distribution of any kind; (b) no Option Shares shall be sold or otherwise distributed in violation of the Securities Act (or any other applicable federal or state statutes having similar securities laws; (c) if the Optionee, or the Optionee’s designate if applicable, is subject to reporting requirements under the United States Securities Exchange Act of 1934, as may be in effect at that timeamended (the “Exchange Act”). Further, the Company Optionee, or the Optionee’s designate if applicable, shall: (i) be aware that the grant of the Option to purchase Option Shares is an event that may require as a condition reporting under the Exchange Act; (ii) be aware that any sale by him or his immediate family of transfer the Company’s Common Shares or of any of the Option Shares pursuant within six months before or after any grant or exercise of the Option may create liability for him under the Exchange Act; (iii) consult with his counsel regarding the application of any provisions of the Exchange Act prior to any exercise of the Option that Option, and prior to any sale of the Optionee furnish a written representation that he is purchasing Company’s Common Shares or acquiring the Option Shares for investment within six months after any grant or exercise of the Option; (iv) if the Company is required to report, assist the Company with the filing of the applicable forms with the Securities and not with a view to resale Exchange Commission; and (v) timely file all reports required under the federal securities laws; (d) if required by the Company upon any exercise, the Optionee, or distribution the Optionee’s designate if applicable, shall report all sales of Option Shares to the public. The Optionee hereby represents and warrants that he understands that Company in writing on a form prescribed by the Company; and (e) if any of the Option Shares are "restricted securities," as defined being acquired solely for the account of the Optionee’s designate, each of the Optionee and the Optionee’s designate is either a consultant or advisor to the Company, the Optionee is under privity of contract or arrangement with the Company and each of the Optionee and the Optionee’s designate, in Rule 144 such capacity, has rendered bona fide services to the Company which include, but are not limited to, financial consulting, legal, administrative, managerial and/or other services which are not directly in pursuit of a market making or capital raising nature. Neither the Optionee nor the Optionee’s designate rendered or renders services, directly or indirectly, in consideration of this Option to promote or maintain a market for the Company’s securities and, furthermore, no such services were rendered or are being rendered in connection with the offer or sale of securities in a capital-raising transaction on behalf of the Company; failing any of which any Option Shares acquired hereunder may not be or may not have been registerable under the Securities Act and may not be sold unless they are sold pursuant to an exemption from registration under the Securities Act, and that any resale of . The foregoing restrictions or notice thereof may be placed on the certificates representing the Option Shares must be in compliance with purchased pursuant to the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if and the Company determines may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any (a) No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless and until, in the opinion of counsel for the CompanyCorporation, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the applicable registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear of 1933, as amended (the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"“Act”), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENTany applicable listing requirements of any securities exchange on which stock of the same class is listed, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. (THE "ACT"b) OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines Optionee understands that the listing or qualification of Corporation is under no obligation to register the Option Shares under any securities or other applicable law is necessary the Act and that in order to avoid a violation the absence of any securities lawssuch registration, the Option shall Shares cannot be exercisablesold unless they are sold pursuant to an exemption from registration under the Act. The Optionee understands that in the absence of registration, the certificates representing any unregistered Option Shares issued to the Optionee shall bear a legend restricting the underlying shares from transfer in whole or in part, accordance with the Act and the Corporation may refuse to transfer the shares unless and until such listing or qualificationit is satisfied that the requirements of the Act have been satisfied. (c) The Corporation is under no obligation to comply, or a consent or approval to assist the Optionee in complying with any exemption from such registration requirements, including supplying the Optionee with any information necessary to permit routine sales of the Stock under Rule 144 of the Act. Optionee also understands that with respect theretoto Rule 144, routine sales of securities made in reliance upon such Rule can only be made in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. (d) Pursuant to the terms of the Notice of Agreement of Exercise that shall be delivered to the Corporation upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree as follows: (i) Unless the underlying shares have been effected registered under the Act, all Option Shares shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or obtained free other distribution of any conditions not acceptable kind; (ii) No Option Share shall be sold or otherwise distributed in violation of the Act or any other applicable federal or state securities laws; and (iii) If the Optionee is subject to reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), Optionee shall: (A) Be aware that the actual accrual of any right under the Option to purchase Option Shares is an event that requires reporting on Forms 3, 4 or 5 under Section 16(a) of the Exchange Act; (B) Be aware that any sale by Optionee or the immediate family of the Optionee of the Corporation’s Common Stock within six months before or after the granting of any Option may create liability for Optionee under Section 16(b) of the Exchange Act; (C) Consult with counsel for Optionee regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option, and prior to any sale of the Company, provided, that ’s Common Stock; and (D) Timely file all reports required under the Company shall pursue such listing or qualification diligently and in good faithfederal securities laws.

Securities Laws Requirements. 7.1 The Option shall not be exercisable to unless and until any extentapplicable registration or qualification requirements of federal and state securities laws, and all other requirements of law or any regulatory bodies having jurisdiction over such exercise or issuance and delivery, have been fully complied with. The Company will use reasonable efforts to maintain the effectiveness of a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of the Option and the Option Shares but there may be times when no such Registration Statement will be currently effective. Exercise of the Option may be temporarily suspended without liability to the Company during times when no such Registration Statement is currently effective, or during times when, in the reasonable opinion of the Committee, such suspension is necessary to preclude violation of any requirements of applicable law or regulatory bodies having jurisdiction over the Company. If the Option would expire for any reason except the end of its term during such a suspension, then if exercise of the Option is duly tendered before its expiration, the Option shall not be obligated exercisable and exercised (unless the attempted exercise is withdrawn) as of the first day after the end of such suspension. The Company shall have no obligation to transfer file any Registration Statement covering resales of the Option Shares to the Optionee upon Shares. 7.2 Upon each exercise of the Option, if such exerciseOptionee shall represent, in warrant and agree, by the opinion Notice and Agreement of counsel for Exercise delivered to the Company, would violate the Securities Act that (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any a) no Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing will be sold or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined otherwise distributed in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements violation of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear any other applicable federal or state securities laws, (b) if Optionee is subject to the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDreporting requirements under Section 16(a) of the Securities Exchange Act of 1934, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF as amended (A the "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANYExchange Act"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if Optionee will furnish to the Company determines that the listing or qualification a copy of the Option Shares each Form 4 filed by Optionee and will timely file all reports required under any securities or other applicable law is necessary in order to avoid a violation of any federal securities laws, the and (c) Optionee will report all sales of Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable Shares to the Company in writing on the form prescribed from time to time by the Company, provided, that . All Option Share certificates may be imprinted with legend conditions reflecting federal and state securities law restrictions and conditions and the Company shall pursue such listing or qualification diligently may comply therewith and in good faithissue "stop transfer" instructions to its transfer agents and registrars without liability.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, any extentapplicable registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. Pursuant to the terms of the Notice and Agreement of Exercise of Option that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, the Optionee, and the Optionee’s designate if such exerciseapplicable, in the opinion of counsel shall acknowledge, represent, warrant and agree as follows: (a) all Option Shares shall be acquired solely for the Companyaccount of the Optionee, would violate or for the account of the Optionee’s designate if applicable, for investment purposes only and with no view to their resale or other distribution of any kind; (b) no Option Shares shall be sold or otherwise distributed in violation of the Securities Act (or any other applicable federal or state statutes having similar securities laws; (c) if the Optionee, or the Optionee’s designate if applicable, is subject to reporting requirements under Section 16(a) of the United States Securities Exchange Act of 1934, as may be in effect at that timeamended (the “Exchange Act”). Further, the Company Optionee, or the Optionee’s designate if applicable, shall: (i) be aware that the grant of the Option to purchase Option Shares is an event that may require as a condition reporting on Forms 3, 4 or 5 under Section 16(a) of transfer the Exchange Act; (ii) be aware that any sale by him or his immediate family of the Company’s Common Stock or of any of the Option Shares pursuant within six months before or after any grant or exercise of the Option may create liability for him under Section 16(b) of the Exchange Act; (iii) consult with his counsel regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option that Option, and prior to any sale of the Optionee furnish a written representation that he is purchasing Company’s Common Stock or acquiring the Option Shares for investment within six months after any grant or exercise of the Option; (iv) assist the Company with the filing of the applicable Forms 3, 4 or 5 with the Securities and not with a view to resale Exchange Commission; and (v) timely file all reports required under the federal securities laws; (d) the Optionee, or distribution the Optionee’s designate if applicable, shall report all sales of Option Shares to the public. The Optionee hereby represents and warrants that he understands that Company in writing on a form prescribed by the Company; and (e) if any of the Option Shares are "restricted securities," as defined being acquired solely for the account of the Optionee’s designate, each of the Optionee and the Optionee’s designate is either a consultant or advisor to the Company, the Optionee is under privity of contract or arrangement with the Company and each of the Optionee and the Optionee’s designate, in Rule 144 such capacity, has rendered bona fide services to the Company which include, but are not limited to, financial, administrative and/or managerial services; provided that neither the Optionee nor the Optionee’s designate rendered or renders services, directly or indirectly, to promote or maintain a market for the Company’s securities and, furthermore, provided that no such services were rendered or are being rendered in connection with the offer or sale of securities in a capital-raising transaction on behalf of the Company; failing any of which any Option Shares acquired hereunder may not be or may not have been registerable under the Securities Act and may not be sold unless they are sold pursuant to an exemption from registration under the Securities Act, and that any resale of . The foregoing restrictions or notice thereof shall be placed on the certificates representing the Option Shares must be in compliance with purchased pursuant to the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if and the Company determines may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any extentapplicable registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he shall acknowledge, represent, warrant and agree as follows: (a) Optionee is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee’s overall commitment to investments that are not readily marketable is not disproportionate to Optionee’s net worth and Optionee’s investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee’s financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee’s true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company’s periodic reports as filed with the Securities And Exchange Commission, and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee’s own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee’s total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Each Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee’s investment in the Company. (iii) Unless the issuance of the Option Shares is registered, each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“1933 ACT") OR ANY STATE SECURITIES LAWS”), AND NO TRANSFER OF THESE ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH FROM REGISTRATION UNDER THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE 1933 ACT. Further, if .” The restrictions described in this Section 6 or notice thereof may be placed on the Company determines that the listing or qualification of certificates representing the Option Shares under any securities purchased pursuant to the Option, and the Company may refuse to issue the certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The issuance of the Option has not been registered under the 1933 Act, in reliance upon an exemption from registration. In addition, no Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with any extentapplicable registration requirements of the 1933 Act, any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. Optionee hereby acknowledges, represents, warrants and agrees as follows, and, pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exerciseOptionee shall acknowledge, in the opinion of counsel for the Companyrepresent, would violate the Securities Act warrant and agree as follows: (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of a) Optionee is acquiring the Option that the Optionee furnish a written representation that he is purchasing or acquiring and the Option Shares for investment purposes only and the Option and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee’s overall commitment to investments that are not readily marketable is not disproportionate to Optionee’s net worth and Optionee’s investment in the Option and the Option Shares will not cause such overall commitments to become excessive; (c) Optionee’s financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option or the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option and the Option Shares; (e) The address set forth in this Agreement is Optionee’s true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares have been made available or delivered to Optionee and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company. Optionee also confirms that Optionee has obtained or been given access to all information concerning the Company that Optionee has reasonably requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option and the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Option has not been, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the issuance of the Option or the Option Shares; (i) The Option and the Option Shares that Optionee is acquiring will be solely for Optionee’s own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; and (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option and the Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee’s total investment in the Option and the Option Shares. (ii) There are substantial restrictions on the transferability of the Option and the Option Shares. The Option is not transferable except as provided in Section 7 below. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee’s investment in the Company. (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") FEDERAL OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF . THESE SECURITIES MAY NOT BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTOFFERED FOR SALE, SOLD, PLEDGED, OR (B) PURSUANT TO OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION THEREFROM WITH RESPECT EXISTS, THE AVAILABILITY OF WHICH IS TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY BE ESTABLISHED BY AN OPINION OF COUNSEL FOR (WHICH OPINION AND COUNSEL SHALL BOTH BE REASONABLY SATISFACTORY TO THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. FurtherCOMPANY).” The restrictions described above, if or notice thereof may be placed on the Company determines that the listing or qualification of certificates representing the Option Shares under any securities purchased pursuant to the Option, and the Company may refuse to issue the certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "“restricted securities," ” as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of applicable state securities laws. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144, PROVIDED AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 1DECEMBER 24, 20012012 (AS SUCH MAY BE AMENDED FROM TIME TO TIME, BETWEEN COLONY RIH HOLDINGS, INC.THE “STOCKHOLDERS AGREEMENT”), A DELAWARE CORPORATION (COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE "PRINCIPAL OFFICE OF THE COMPANY"), AND ONE . NO TRANSFER OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS THE SECURITIES WILL BE MADE ON THE BOOKS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN UNLESS ACCOMPANIED BY EVIDENCE OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANYSTOCKHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE ALSO SUBJECT TO OTHER RIGHTS AND OBLIGATIONS AS SET FORTH IN THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSTOCKHOLDERS AGREEMENT. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be ---------------------------- exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of California "Blue Sky" law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and with any other legends that may be required by the Company or by any Federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEES(S). SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. SHARES Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any extentapplicable registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he shall acknowledge, represent, warrant and agree as follows: (a) Optionee is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee’s overall commitment to investments that are not readily marketable is not disproportionate to Optionee’s net worth and Optionee’s investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee’s financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee’s true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company’s periodic reports as filed with the Securities and Exchange Commission, and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not been, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee’s own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee’s total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribu-tion, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Each Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee’s investment in the Company. (iii) Unless the issuance of the Option Shares is registered, each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“1933 ACT") OR ANY STATE SECURITIES LAWS”), AND NO TRANSFER OF THESE ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH FROM REGISTRATION UNDER THE COMPANY MAY1933 ACT.” The restrictions described in this Section 6, UPON REQUESTor notice thereof, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if may be placed on the Company determines that the listing or qualification of certificates representing the Option Shares under any securities purchased pursuant to the Option, and the Company may refuse to issue the certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "“restricted securities," ” as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of applicable state securities laws. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A CALL OPTION IN FAVOR OF THE ISSUER OR ITS ASSIGNEES(S). SUCH TRANSFER RESTRICTIONS AND CALL OPTION ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION SHARES OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTCOMMON STOCK. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise issuance of the OptionWarrant has not been registered under the Securities Act of 1933, if such exerciseas amended (the "1933 Act"), in reliance upon an exemption from registration. In addition, no Warrant Shares shall be issued unless and until, in the opinion of counsel for the Company, would violate there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act (1933 Act, any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. The Holder hereby acknowledges, represents, warrants and agrees as follows, and, pursuant to the terms of the Notice And Agreement Of Exercise Of Warrant (Exhibit A) that shall be delivered to the Company upon each exercise of the Warrant, the Holder shall acknowledge, represent, warrant and agree as follows: (a) Holder is acquiring the Warrant and the Warrant Shares for investment purposes only and the Warrant and the Warrant Shares that Holder is acquiring will be held by Holder without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Holder's overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth and Holder's investment in the Warrant and the Warrant Shares will not cause such overall commitments to become excessive; (c) Holder's financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the Warrant or the Warrant Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Holder has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the Warrant and the Warrant Shares; (e) The address set forth on the signature page to this Agreement is Holder's true and correct residence, and Holder has no present intention of becoming a resident of any other state or jurisdiction; (f) Holder confirms that all documents, records and books pertaining to an investment in the Warrant and the Warrant Shares that have been requested by Holder have been made available or delivered to Holder. Without limiting the foregoing, Holder has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the letter from the Company to the Holder dated November 24, 1998, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and Holder has had the opportunity to discuss the acquisition of the Warrant and the Warrant Shares with the Company, and Holder has obtained or been given access to all information concerning the Company that Holder has requested; (g) Holder has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Warrant and the Warrant Shares and to receive additional information necessary to verify the accuracy of the information delivered to Holder, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Holder understands that the Warrant has not been, and the Warrant Shares issuable upon exercise of the Warrants will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state statutes having similar requirements agency has made any finding or determination as may be in effect at that time). Further, to the Company may require as a condition fairness of transfer of this investment or any Option Shares pursuant to any exercise recommendation or endorsement of the Option issuance of the Warrant or the Warrant Shares; (i) The Warrant and the Warrant Shares that the Optionee furnish a written representation that he Holder is purchasing or acquiring the Option Shares will be solely for investment Holder's own account, for investment, and are not being purchased with a view to resale or distribution to for the publicresale, distribution, subdivision or fractionalization thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Holder acknowledges and is aware of the following: (i) The Company has a history of losses. The Optionee hereby represents Warrant and warrants that he understands that the Option Warrant Shares constitute a speculative investment and involve a high degree of risk of loss by Holder of Holder's total investment in the Warrant and the Warrant Shares. (ii) There are "restricted securities," as defined in Rule 144 substantial restrictions on the transferability of the Warrant and the Warrant Shares. The Warrant is not transferable. The Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities 1933 Act or an exemption therefrom. from such registration is available and established to the satisfaction of the Company; except as set forth in the Subscription Agreement, investors in the Company have no rights to require that the Warrant Shares be registered; there is no right of presentment of the Warrant Shares and there is no obligation by the Company to repurchase any of the Warrant Shares; and, accordingly, Holder may have to hold the Warrant Shares indefinitely and it may not be possible for Holder to liquidate Holder's investment in the Company; (iii) Each certificate issued representing Option the Warrant Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH FROM REGISTRATION UNDER THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE 1933 ACT. Further, if ." (k) The Holder shall report all sales of Warrant Shares to the Company determines in writing on a form prescribed by the Company. The restrictions described above, or notice thereof, may be placed on the certificates representing the Warrant Shares purchased pursuant to the Warrant, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any (a) No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless and until, in the opinion of counsel for the CompanyCorporation, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the applicable registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear of 1933, as amended (the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"“Act”), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENTany applicable listing requirements of any securities exchange on which stock of the same class is listed, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. (THE "ACT"b) OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines Optionee understands that the listing or qualification of Corporation is under no obligation to register the Option Shares under any securities or other applicable law is necessary the Act and that in order to avoid a violation the absence of any securities lawssuch registration, the Option shall Shares cannot be exercisablesold unless they are sold pursuant to an exemption from registration under the Act. The Optionee understands that in the absence of registration, the certificates representing any unregistered Option Shares issued to the Optionee shall bear a legend restricting the underlying shares from transfer in whole or in part, accordance with the Act and the Corporation may refuse to transfer the shares unless and until such listing or qualificationit is satisfied that the requirements of the Act have been satisfied. (c) The Corporation is under no obligation to comply, or a consent or approval to assist the Optionee in complying with, any exemption from such registration requirements, including supplying the Optionee with any information necessary to permit routine sales of the Stock under Rule 144 of the Act. Optionee also understands that with respect theretoto Rule 144, routine sales of securities made in reliance upon such Rule can only be made in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. (d) Pursuant to the terms of the Notice of Agreement of Exercise that shall be delivered to the Corporation upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree as follows: (i) Unless the underlying shares have been effected registered under the Act, all Option Shares shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or obtained free other distribution of any conditions not acceptable kind; (ii) No Option Share shall be sold or otherwise distributed in violation of the Act or any other applicable federal or state securities laws; and (iii) If the Optionee is subject to reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Optionee shall: (A) Be aware that the actual accrual of any right under the Option to purchase Option Shares is an event that requires reporting on Forms 3, 4 or 5 under Section 16(a) of the Exchange Act; (B) Consult with counsel for Optionee regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option, and prior to any sale of the Company, provided, that ’s Common Stock; and (C) Timely file all reports required under the Company shall pursue such listing or qualification diligently and in good faithfederal securities laws.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, any extentapplicable registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. Pursuant to the terms of the Notice and Agreement of Exercise of Option that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, the Optionee, and the Optionee's designate if such exerciseapplicable, in the opinion of counsel shall acknowledge, represent, warrant and agree as follows: (a) all Option Shares shall be acquired solely for the Companyaccount of the Optionee, would violate or for the account of the Optionee's designate if applicable, for investment purposes only and with no view to their resale or other distribution of any kind; (b) no Option Shares shall be sold or otherwise distributed in violation of the Securities Act (or any other applicable federal or state statutes having similar securities laws; (c) if the Optionee, or the Optionee's designate if applicable, is subject to reporting requirements under Section 16(a) of the United States Securities Exchange Act of 1934, as may be in effect at that timeamended (the "Exchange Act"). Further, the Company Optionee, or the Optionee's designate if applicable, shall: (i) be aware that the grant of the Option to purchase Option Shares is an event that may require as a condition reporting on Forms 3, 4 or 5 under Section 16(a) of transfer the Exchange Act; (ii) be aware that any sale by him or his immediate family of the Company's Common Stock or of any of the Option Shares pursuant within six months before or after any grant or exercise of the Option may create liability for him under Section 16(b) of the Exchange Act; (iii) consult with his counsel regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option that Option, and prior to any sale of the Optionee furnish a written representation that he is purchasing Company's Common Stock or acquiring the Option Shares for investment within six months after any grant or exercise of the Option; (iv) assist the Company with the filing of the applicable Forms 3, 4 or 5 with the Securities and not with a view to resale Exchange Commission; and (v) timely file all reports required under the federal securities laws; (d) the Optionee, or distribution the Optionee's designate if applicable, shall report all sales of Option Shares to the public. The Optionee hereby represents and warrants that he understands that Company in writing on a form prescribed by the Company; and (e) if any of the Option Shares are "restricted securities," as defined being acquired solely for the account of the Optionee's designate, each of the Optionee and the Optionee's designate is either a consultant or advisor to the Company, the Optionee is under privity of contract or arrangement with the Company and each of the Optionee and the Optionee's designate, in Rule 144 such capacity, has rendered bona fide services to the Company which include, but are not limited to, financial, administrative and/or managerial services; provided that neither the Optionee nor the Optionee's designate rendered or renders services, directly or indirectly, to promote or maintain a market for the Company's securities and, furthermore, provided that no such services were rendered or are being rendered in connection with the offer or sale of securities in a capital-raising transaction on behalf of the Company; failing any of which any Option Shares acquired hereunder may not be or may not have been registerable under the Securities Act and may not be sold unless they are sold pursuant to an exemption from registration under the Securities Act, and that any resale of . The foregoing restrictions or notice thereof shall be placed on the certificates representing the Option Shares must be in compliance with purchased pursuant to the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if and the Company determines may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any extentapplicable registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exercisethe Optionee shall acknowledge, in represent, warrant and agree as follows, to the opinion of counsel for extent required by the Company, would violate the Securities Act : (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the a) Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee’s overall commitment to investments that are not readily marketable is not disproportionate to Optionee’s net worth and Optionee’s investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee’s financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee’s true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company’s periodic reports as filed with the Securities and Exchange Commission, and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options and the Option Shares issuable upon exercise of the Options have not been registered under the 1933 Act or any state securities laws, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee’s own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee’s total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. Except as otherwise provided in Section 7 of this Agreement, the Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Each Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee’s investment in the Company. (iii) Unless the issuance of the Option Shares is registered, each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") FEDERAL OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF . THESE SECURITIES MAY NOT BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTOFFERED FOR SALE, SOLD, PLEDGED, OR (B) PURSUANT TO OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION THEREFROM WITH RESPECT EXISTS, THE AVAILABILITY OF WHICH IS TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY BE ESTABLISHED BY AN OPINION OF COUNSEL FOR TO THE REGISTERED HOLDER THAT SUCH TRANSFER IS EXEMPT FROM (WHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE REQUIREMENTS OF THE ACT. FurtherCOMPANY).” (k) No Option Shares shall be sold or otherwise distributed in violation of the 1933 Act or any other applicable federal or state securities laws; (l) The Company may, if without liability for its good faith actions, place legend restrictions upon the certificates representing the Option Shares and issue “stop transfer” instructions requiring compliance with applicable securities laws and the terms of the Option; (m) The Optionee shall report all sales of Option Shares to the Company determines in writing on a form prescribed by the Company; and (n) If and so long as the Optionee is subject to reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Optionee shall (i) be aware that any sale by the listing Optionee or qualification the Optionee’s immediate family of shares of the Company’s Common Stock or any of the Option Shares within six months before or after any transaction deemed to be a “purchase” of an equity security of the Company may create liability for the Optionee under Section 16(b) of the 1934 Act, (ii) consult with the Optionee’s counsel regarding the application of Section 16(b) of the 1934 Act prior to any exercise of the Option, and prior to any sale of shares of the Company’s Common Stock or the Option Shares, (iii) furnish the Company with a copy of each Form 4 filed by the Optionee, and (iv) timely file all reports required under the federal securities laws. The restrictions described in this Section 6 may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or other applicable law to transfer the Option Shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "“restricted securities," ” as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of applicable state securities laws. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEES(S). SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION SHARES OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTCOMMON STOCK. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee Executive upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee Executive furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public, and Executive hereby represents and warrants that he is acquiring the Restricted Shares for investment and not with a view to resale or distribution to the public. The Optionee Executive hereby represents and warrants that he understands that the Option Shares and the Restricted Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares or the Restricted Shares must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares or Restricted Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001FEBRUARY 2,1999, BY AND AMONG THE COMPANY HARVEYS CASINO RESORTS, A NEVADA CORPORATION, AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND THAT CERTAIN STOCK OPTION AND RESTRICTED AWARD AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND ONE OF ITS EXECUTIVES. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "'ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE THE, ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, PROVIDED that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee Executive upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee Executive furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public, and the Executive hereby represents and warrants that he is acquiring the Restricted Shares for investment and not with a view to resale or distribution to the public. The Optionee Executive hereby represents and warrants that he understands that the Option Shares and the Re stricted Shares are "restricted securities," as defined in Rule 144 under the Securities Securi ties Act, and that any resale of the Option Shares or the Restricted Shares must be in compliance with the registration requirements of the Securities Act or an exemption exemp- tion therefrom. Each certificate representing Option Shares or Restricted Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25FEBRUARY 2, 20011999, BY AND AMONG THE COMPANY HARVEYS CASINO RESORTS, A NEVADA CORPORATION, AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND THAT CERTAIN STOCK OPTION AND RESTRICTED AWARD AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND ONE OF ITS SENIOR EXECUTIVES. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT PURSU- ANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, providedPROVIDED, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless ---------------- and until, in the opinion of counsel for the Company, would violate there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any other federal regulatory bodies having jurisdiction over such issuance and delivery, or state statutes having similar requirements as may be applicable exemptions are available and have been complied with. The Optionee shall acknowledge, represent, warrant and agree in effect at that time). Further, writing to the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the follows: (a) Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," be registered except as defined set forth in Rule 144 under the Securities Act, and that any resale Section 9 of this Agreement; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT FROM REGISTRATION UNDER THE 1933 ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO WHICH RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY MAY, UPON REQUEST, REQUIRE AND OXXX X. XXXXXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS COPY OF THE ACT. FurtherSTOCK OPTION AGREEMENT." (k) The Optionee will not sell, if the Company determines that the listing assign, transfer, exchange, encumber, pledge or qualification otherwise dispose of any of the Option Shares under acquired pursuant to the Options, or grant any securities option or right to purchase such shares or any legal or beneficial interest in such shares, except in accordance with the requirements set forth below: (i) Prior to the consummation of the first public offering of Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission (an "Initial Public Offering"), Optionee may transfer shares of Common Stock only if the following conditions are satisfied: (a) the proposed transfer must be pursuant to an exemption from registration in compliance with the Securities Act, and any applicable law is necessary in order to avoid a violation of any state securities laws, and the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or transferring Optionee must provide a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not written opinion from counsel acceptable to the CompanyCompany to the effect that no such registration is required under the applicable securities laws; (b) the proposed transfer must be permissible under the provisions of all other applicable laws, providedrules, that regulations and licenses and the transferring Optionee must satisfy all pre-conditions and comply with all other requirements pertaining to the transfer; and (c) the Company shall pursue such listing must consent to the proposed transfer, which consent will not be unreasonably withheld. (ii) After an Initial Public Offering, and after any applicable restricted period related to the Initial Public Offering, Optionee may transfer shares of Common Stock as follows: (a) Optionee may sell shares of Common Stock pursuant to an effective registration statement under the Securities Act, in compliance with any applicable state securities laws or qualification diligently blue sky laws; (b) Optionee may sell shares of Common Stock pursuant to, and in good faithaccordance with, the provisions of Rule 144; and (c) Optionee may transfer shares of Common Stock in any transaction that satisfies the conditions discussed in Section 6(k)(i) above. The restrictions described in this Section 6 or notice thereof may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless ------------------------------ and until, in the opinion of counsel for the Company, would violate there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any other federal regulatory bodies having jurisdiction over such issuance and delivery, or state statutes having similar requirements as may be applicable exemptions are available and have been complied with. The Optionee shall acknowledge, represent, warrant and agree in effect at that time). Further, writing to the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the follows: (a) Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," be registered except as defined set forth in Rule 144 under the Securities Act, and that any resale Section 9 of this Agreement; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT FROM REGISTRATION UNDER THE 1933 ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO WHICH RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2003, BETWEEN THE COMPANY MAY, UPON REQUEST, REQUIRE AND DXXXX XXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS COPY OF THE ACT. FurtherSTOCK OPTION AGREEMENT." (k) The Optionee will not sell, if the Company determines that the listing assign, transfer, exchange, encumber, pledge or qualification otherwise dispose of any of the Option Shares under acquired pursuant to the Options, or grant any securities option or right to purchase such shares or any legal or beneficial interest in such shares, except in accordance with the requirements set forth below: (i) Prior to the consummation of the first public offering of Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission (an "Initial Public Offering"), Optionee may transfer shares of Common Stock only if the following conditions are satisfied: (a) the proposed transfer must be pursuant to an exemption from registration in compliance with the Securities Act, and any applicable law is necessary in order to avoid a violation of any state securities laws, and the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or transferring Optionee must provide a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not written opinion from counsel acceptable to the CompanyCompany to the effect that no such registration is required under the applicable securities laws; (b) the proposed transfer must be permissible under the provisions of all other applicable laws, providedrules, that regulations and licenses and the transferring Optionee must satisfy all pre-conditions and comply with all other requirements pertaining to the transfer; and (c) the Company shall pursue such listing must consent to the proposed transfer, which consent will not be unreasonably withheld. (ii) After an Initial Public Offering, and after any applicable restricted period related to the Initial Public Offering, Optionee may transfer shares of Common Stock as follows: (a) Optionee may sell shares of Common Stock pursuant to an effective registration statement under the Securities Act, in compliance with any applicable state securities laws or qualification diligently blue sky laws; (b) Optionee may sell shares of Common Stock pursuant to, and in good faithaccordance with, the provisions of Rule 144; and (c) Optionee may transfer shares of Common Stock in any transaction that satisfies the conditions discussed in Section 6(k)(i) above. The restrictions described in this Section 6 or notice thereof may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and, to the extent required at the time of grant, with California "Blue Sky" law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and with any other legends that may be required by the Company or by any Federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES THEREUNDER, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF (REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A "RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S). SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER") EXCEPT , VOTING AGREEMENTS AND OTHER CONDITIONS AND RESTRICTIONS SPECIFIED IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND STOCKHOLDERS' AGREEMENT AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTSOTHER STOCKHOLDERS NAMED THEREIN, COPIES OF WHICH ARE ON FILE WITH AT THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OFFICE OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER THAT OF SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSHARES UPON WRITTEN REQUEST. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any extentapplicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he shall acknowledge, represent, warrant and agree as follows: (a) Optionee is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company's periodic reports filed with the Securities And Exchange Commission and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Each Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Unless the issuance of the Option Shares is registered, each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE `RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH FROM REGISTRATION UNDER THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE 1933 ACT. Further, if ." The restrictions described in this Section 6 or notice thereof may be placed on the Company determines that the listing or qualification of certificates representing the Option Shares under any securities purchased pursuant to the Option, and the Company may refuse to issue the certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to ---------------------------- any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of California "Blue Sky" law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and with any other legends that may be required by the Company or by any Federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S). SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSHARES. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. [The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of any applicable "blue sky" laws. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and any other legends that may be required by the Company or by any federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIO NS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEES. SUCH TRANSFER RESTRICTIO NS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREE S OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. SHARES.] Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of any applicable "Blue Sky" law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and with any other legends that may be required by the Company or by any Federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S). SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSHARES. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, Executive hereby represents and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation warrants that he is purchasing or acquiring the Option Restricted Shares for investment and not with a view to resale or distribution to the public. The Optionee Executive hereby represents and warrants that he understands that the Option Restricted Shares are "restricted re- stricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Restricted Shares must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Restricted Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25FEBRUARY 2, 20011999, BY AND AMONG THE COMPANY HARVEYS CASINO RESORTS, A NEVADA CORPORATION, AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND THAT CERTAIN RESTRICTED AWARD AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND ONE OF ITS SENIOR EXECUTIVES. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee Executive upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee Executive furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public, and the Executive hereby represents and warrants that he is acquiring the Restricted Shares for investment and not with a view to resale or distribution to the public. The Optionee Executive hereby represents and warrants that he understands that the Option Shares and the Restricted Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares or the Restricted Shares must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares or Restricted Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE ACCOR DANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25FEBRUARY 2, 20011999, BY AND AMONG THE COMPANY HARVEYS CASINO RESORTS, A NEVADA CORPORATION, AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND THAT CERTAIN STOCK OPTION AND RESTRICTED AWARD AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND ONE OF ITS SENIOR EXECUTIVES. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUESTRE QUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, providedPROVIDED, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The This Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act of 1933 (the “Act”) (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "“restricted securities," ” as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of any applicable “Blue Sky” law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and any other legends that may be required by the Company or by any federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSHARES. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee or any Transferee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee or Transferee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of applicable state securities laws. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A CALL OPTION IN FAVOR OF THE ISSUER OR ITS ASSIGNEES(S). SUCH TRANSFER RESTRICTIONS AND CALL OPTION ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION SHARES OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTCOMMON STOCK. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of any applicable "blue sky" laws. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and any other legends that may be required by the Company or by any federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIO NS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEES. SUCH TRANSFER RESTRICTIO NS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREE S OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSHARES. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee Executive upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee Executive furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public, and Executive hereby represents and warrants that he is acquiring the Restricted Shares for investment and not with a view to resale or distribution to the public. The Optionee Executive hereby represents and warrants that he understands that the Option Shares and the Restricted Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares or the Restricted Shares must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares or Restricted Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25FEBRUARY 2, 20011999, BY AND AMONG THE COMPANY HARVEYS CASINO RESORTS, A NEVADA CORPORATION, AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND THAT CERTAIN STOCK OPTION AND RESTRICTED AWARD AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND ONE OF ITS EXECUTIVES. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, providedPROVIDED, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee Executive upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee Executive furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public, and the Executive hereby represents and warrants that he is acquiring the Restricted Shares for investment and not with a view to resale or distribution to the public. The Optionee Executive hereby represents and warrants that he understands that the Option Shares and the Restricted Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares or the Restricted Shares must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares or Restricted Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE ACCOR DANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25FEBRUARY 2, 20011999, BY AND AMONG THE COMPANY HARVEYS CASINO RESORTS, A NEVADA CORPORATION, AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND THAT CERTAIN STOCK OPTION AND RESTRICTED AWARD AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND ONE OF ITS SENIOR EXECUTIVES. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, providedPROVIDED, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, any extentapplicable registration requirements of the Securities Act of 1933 as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been fully complied with pursuant to the terms of the Notice and Agreement Of Exercise Of Option that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he shall acknowledge, represent, warrant and agree as follows: (a) Optionee is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition, other than required by the 1933 Act, and/or unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not with readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of any investment in the Option Shares; (e) The address set forth in this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a view resident of any other state or jurisdiction; (f) Optionee confirms receiving and reviewing the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997 and that the Company's 1998 Quarterly 10-QSB Reports have been made available or delivered to resale Optionee; (g) Optionee has had the opportunity to ask questions of, and has received the answers from, the Company concerning the terms of the investment in the Option Shares; (h) Optionee understands that no federal or distribution state agency has made any finding or determination as to the publicfairness of this investment or any recommendation of the sale of the Option Shares; (i) Optionee acknowledges and is aware of the following: (a) The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (b) There are substantial restrictions on the transferability of the Option Shares. The Optionee hereby represents Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and warrants that he understands established to the satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (c) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED"The securities represented by this Certificate have not been registered or qualified under federal or state securities laws. These securities may not be offered for sale, SOLDsold, ASSIGNEDpledged, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INCor otherwise disposed of unless so registered or qualified or unless an exemption from such registration is available and established to the satisfaction of the Company., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if " In the event that the Company determines that elects to register any stock or Options during the listing term of this Option Agreement, Optionee will be entitled to "piggyback" rights and the Options may be included in the registration statement. The restrictions described in this Section 6 or qualification of thereof may be placed on the certificates representing the Option Shares under any securities purchased pursuant to the Option, and the Company may refuse to issue certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, such restrictions will occur. The foregoing restrictions or notice thereof shall be placed in the certificates representing the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable Shares purchased pursuant to the Company, provided, that Option and the Company shall pursue may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless ------------------------------ and until, in the opinion of counsel for the Company, would violate there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any other federal regulatory bodies having jurisdiction over such issuance and delivery, or state statutes having similar requirements as may be applicable exemptions are available and have been complied with. The Optionee shall acknowledge, represent, warrant and agree in effect at that time). Further, writing to the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the follows: (a) Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," be registered except as defined set forth in Rule 144 under the Securities Act, and that any resale Section 9 of this Agreement; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT FROM REGISTRATION UNDER THE 1933 ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO WHICH RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY MAY, UPON REQUEST, REQUIRE AND XXXXXX XXXXXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS COPY OF THE ACT. FurtherSTOCK OPTION AGREEMENT." (k) The Optionee will not sell, if the Company determines that the listing assign, transfer, exchange, encumber, pledge or qualification otherwise dispose of any of the Option Shares under acquired pursuant to the Options, or grant any securities option or right to purchase such shares or any legal or beneficial interest in such shares, except in accordance with the requirements set forth below: (i) Prior to the consummation of the first public offering of Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission (an "Initial Public Offering"), Optionee may transfer shares of Common Stock only if the following conditions are satisfied: (a) the proposed transfer must be pursuant to an exemption from registration in compliance with the Securities Act, and any applicable law is necessary in order to avoid a violation of any state securities laws, and the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or transferring Optionee must provide a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not written opinion from counsel acceptable to the CompanyCompany to the effect that no such registration is required under the applicable securities laws; (b) the proposed transfer must be permissible under the provisions of all other applicable laws, providedrules, that regulations and licenses and the transferring Optionee must satisfy all pre-conditions and comply with all other requirements pertaining to the transfer; and (c) the Company shall pursue such listing must consent to the proposed transfer, which consent will not be unreasonably withheld. (ii) After an Initial Public Offering, and after any applicable restricted period related to the Initial Public Offering, Optionee may transfer shares of Common Stock as follows: (a) Optionee may sell shares of Common Stock pursuant to an effective registration statement under the Securities Act, in compliance with any applicable state securities laws or qualification diligently blue sky laws; (b) Optionee may sell shares of Common Stock pursuant to, and in good faithaccordance with, the provisions of Rule 144; and (c) Optionee may transfer shares of Common Stock in any transaction that satisfies the conditions discussed in Section 6(k)(i) above. The restrictions described in this Section 6 or notice thereof may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless ------------------------------ and until, in the opinion of counsel for the Company, would violate there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any other federal regulatory bodies having jurisdiction over such issuance and delivery, or state statutes having similar requirements as may be applicable exemptions are available and have been complied with. The Optionee shall acknowledge, represent, warrant and agree in effect at that time). Further, writing to the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the follows: (a) Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," be registered except as defined set forth in Rule 144 under the Securities Act, and that any resale Section 9 of this Agreement; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT FROM REGISTRATION UNDER THE 1933 ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO WHICH RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE COMPANY MAY, UPON REQUEST, REQUIRE AND VXXXXXXX X. XXXX AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS COPY OF THE ACT. FurtherSTOCK OPTION AGREEMENT." (k) The Optionee will not sell, if the Company determines that the listing assign, transfer, exchange, encumber, pledge or qualification otherwise dispose of any of the Option Shares under acquired pursuant to the Options, or grant any securities option or right to purchase such shares or any legal or beneficial interest in such shares, except in accordance with the requirements set forth below: (i) Prior to the consummation of the first public offering of Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission (an "Initial Public Offering"), Optionee may transfer shares of Common Stock only if the following conditions are satisfied: (a) the proposed transfer must be pursuant to an exemption from registration in compliance with the Securities Act, and any applicable law is necessary in order to avoid a violation of any state securities laws, and the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or transferring Optionee must provide a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not written opinion from counsel acceptable to the CompanyCompany to the effect that no such registration is required under the applicable securities laws; (b) the proposed transfer must be permissible under the provisions of all other applicable laws, providedrules, that regulations and licenses and the transferring Optionee must satisfy all pre-conditions and comply with all other requirements pertaining to the transfer; and (c) the Company shall pursue such listing must consent to the proposed transfer, which consent will not be unreasonably withheld. (ii) After an Initial Public Offering, and after any applicable restricted period related to the Initial Public Offering, Optionee may transfer shares of Common Stock as follows: (a) Optionee may sell shares of Common Stock pursuant to an effective registration statement under the Securities Act, in compliance with any applicable state securities laws or qualification diligently blue sky laws; (b) Optionee may sell shares of Common Stock pursuant to, and in good faithaccordance with, the provisions of Rule 144; and (c) Optionee may transfer shares of Common Stock in any transaction that satisfies the conditions discussed in Section 6(k)(i) above. The restrictions described in this Section 6 or notice thereof may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless ------------------------------ and until, in the opinion of counsel for the Company, would violate there has been full compliance with, or an exemption from, any applicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any other federal regulatory bodies having jurisdiction over such issuance and delivery, or state statutes having similar requirements as may be applicable exemptions are available and have been complied with. The Optionee shall acknowledge, represent, warrant and agree in effect at that time). Further, writing to the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the follows: (a) Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," be registered except as defined set forth in Rule 144 under the Securities Act, and that any resale Section 9 of this Agreement; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT FROM REGISTRATION UNDER THE 1933 ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO WHICH RESTRICTIONS SET FORTH IN A STOCK OPTION AGREEMENT, DATED AUGUST 1, 2003, BETWEEN THE COMPANY MAY, UPON REQUEST, REQUIRE AND EXXXX POCHAPSKI AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS COPY OF THE ACT. FurtherSTOCK OPTION AGREEMENT." (k) The Optionee will not sell, if the Company determines that the listing assign, transfer, exchange, encumber, pledge or qualification otherwise dispose of any of the Option Shares under acquired pursuant to the Options, or grant any securities option or right to purchase such shares or any legal or beneficial interest in such shares, except in accordance with the requirements set forth below: (i) Prior to the consummation of the first public offering of Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission (an "Initial Public Offering"), Optionee may transfer shares of Common Stock only if the following conditions are satisfied: (a) the proposed transfer must be pursuant to an exemption from registration in compliance with the Securities Act, and any applicable law is necessary in order to avoid a violation of any state securities laws, and the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or transferring Optionee must provide a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not written opinion from counsel acceptable to the CompanyCompany to the effect that no such registration is required under the applicable securities laws; (b) the proposed transfer must be permissible under the provisions of all other applicable laws, providedrules, that regulations and licenses and the transferring Optionee must satisfy all pre-conditions and comply with all other requirements pertaining to the transfer; and (c) the Company shall pursue such listing must consent to the proposed transfer, which consent will not be unreasonably withheld. (ii) After an Initial Public Offering, and after any applicable restricted period related to the Initial Public Offering, Optionee may transfer shares of Common Stock as follows: (a) Optionee may sell shares of Common Stock pursuant to an effective registration statement under the Securities Act, in compliance with any applicable state securities laws or qualification diligently blue sky laws; (b) Optionee may sell shares of Common Stock pursuant to, and in good faithaccordance with, the provisions of Rule 144; and (c) Optionee may transfer shares of Common Stock in any transaction that satisfies the conditions discussed in Section 6(k)(i) above. The restrictions described in this Section 6 or notice thereof may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless and until, in the opinion of counsel for the Company, would violate the Securities Act (there has been full compliance with, or an exemption from, any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the applicable registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree, among other things, as follows: (a) The address set forth on the signature page to this Agreement is the Optionee’s true and correct residence, and the Optionee has no present intention of becoming a resident of any other state or jurisdiction; (b) The Optionee confirms that all documents, records and books pertaining to an exemption therefrom. Each certificate representing investment in the Option and the Option Shares shall bear that have been requested by the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDOptionee have been made available or delivered to the Optionee. Without limiting the foregoing, SOLDthe Optionee has received and reviewed the Company’s periodic reports as filed with the Securities and Exchange Commission, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if and the Company determines that Optionee has had the listing or qualification opportunity to discuss the acquisition of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, and the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval Shares with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, and the Optionee has obtained or been given access to all information concerning the Company that the Optionee has requested; (c) For two years subsequent to the exercise of any part or all of the Option, the Optionee shall report all sales of Option Shares to the Company in writing on a form prescribed by the Company. (d) If and so long as the Optionee is subject to reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Optionee shall pursue (i) consult with the Optionee’s counsel regarding the application of Section 16(b) of the 1934 Act prior to any exercise of the Option, and prior to any sale of shares of the Company’s common stock or the Option Shares, (ii) furnish the Company with a copy of each Form 4 filed by the Optionee, and (iii) timely file all reports required under the federal securities laws. The restrictions described above, or notice thereof, may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal Federal or state statutes having similar requirements securities laws as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of California "Blue Sky" law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and with any other legends that may be required by the Company or by any Federal or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY ), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, AND NO TRANSFER OF LAWS IN RELIANCE ON EXEMPTIONS THEREFROM. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE MADE EXCEPT (A) PURSUANT TO SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACTSECURITIES ACT AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AND OTHERWISE, OR (B) PURSUANT TO ALL AS SET FORTH IN AN EXEMPTION THEREFROM WITH RESPECT TO WHICH OPTION AGREEMENT BETWEEN THE COMPANY MAYAND THE ORIGINAL OPTIONEE OF THESE SECURITIES AND THE STOCKHOLDERS' AGREEMENT, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR COPIES WHICH ARE ON FILE AT THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS PRINCIPAL OFFICE OF THE ACTCOMPANY. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any (a) No Option Shares to the Optionee upon exercise of the Option, if such exerciseshall be issued unless and until, in the opinion of counsel for the CompanyCorporation, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the applicable registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear of 1933, as amended (the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"“Act”), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENTany applicable listing requirements of any securities exchange on which stock of the same class is listed, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. (THE "ACT"b) OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines Optionee understands that the listing or qualification of Corporation is under no obligation to register the Option Shares under any securities or other applicable law is necessary the Act and that in order to avoid a violation the absence of any securities lawssuch registration, the Option shall Shares cannot be exercisablesold unless they are sold pursuant to an exemption from registration under the Act. The Optionee understands that in the absence of registration, the certificates representing any unregistered Option Shares issued to the Optionee shall bear a legend restricting the underlying shares from transfer in whole or in part, accordance with the Act and the Corporation may refuse to transfer the shares unless and until such listing or qualificationit is satisfied that the requirements of the Act have been satisfied. (c) The Corporation is under no obligation to comply, or a consent or approval to assist the Optionee in complying with, any exemption from such registration requirements, including supplying the Optionee with any information necessary to permit routine sales of the Stock under Rule 144 of the Act. Optionee also understands that with respect theretoto Rule 144, routine sales of securities made in reliance upon such Rule can sometimes only be made in limited amounts in accordance with the terms and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another exemption under the Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration. (d) Pursuant to the terms of the Notice of Agreement of Exercise that shall be delivered to the Corporation upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree as follows: (i) Unless the underlying shares have been effected registered under the Act, all Option Shares shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or obtained free other distribution of any conditions not acceptable kind; (ii) No Option Share shall be sold or otherwise distributed in violation of the Act or any other applicable federal or state securities laws; and (iii) If the Optionee is subject to reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Optionee shall: (A) Be aware that the actual accrual of any right under the Option to purchase Option Shares is an event that requires reporting on Forms 3, 4 or 5 under Section 16(a) of the Exchange Act; (B) Consult with counsel for Optionee regarding the application of Section 16(b) of the Exchange Act prior to any exercise of the Option, and prior to any sale of the Company, provided, that ’s Common Stock; and (C) Timely file all reports required under the Company shall pursue such listing or qualification diligently and in good faithfederal securities laws.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any extentapplicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he shall acknowledge, represent, warrant and agree as follows: (a) Optionee is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company's periodic reports as filed with the Securities And Exchange Commission, and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Each Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Unless the issuance of the Option Shares is registered, each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") FEDERAL OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF . THESE SECURITIES MAY NOT BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTOFFERED FOR SALE, SOLD, PLEDGED, OR (B) PURSUANT TO OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION THEREFROM WITH RESPECT EXISTS, THE AVAILABILITY OF WHICH IS TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY BE ESTABLISHED BY AN OPINION OF COUNSEL FOR TO THE REGISTERED HOLDER THAT SUCH TRANSFER IS EXEMPT FROM (WHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE REQUIREMENTS OF THE ACT. FurtherCOMPANY)." (k) No Option Shares shall be sold or otherwise distributed in violation of the 1933 Act or any other applicable federal or state securities laws; (l) The Company may, if without liability for its good faith actions, place legend restrictions upon the certificates representing the Option Shares and issue "stop transfer" instructions requiring compliance with applicable securities laws and the terms of the Option. (m) The Optionee shall report all sales of Option Shares to the Company determines in writing on a form prescribed by the Company; and (n) If and so long as the Optionee is subject to reporting requirements under Section 16(a) of the 1934 Act, the Optionee shall (i) be aware that any sale by the listing Optionee or qualification the Optionee's immediate family of shares of the Company's Common Stock or any of the Option Shares within six months before or after any transaction deemed to be a "purchase" of an equity security of the Company may create liability for the Optionee under Section 16(b) of the 1934 Act, (ii) consult with the Optionee's couxxxx xxxxxxxxx xxx xxxxxxxxxxx xx Xection 16(b) of the 1934 Act prior to any exercise of the Option, and prior to any sale of shares of the Company's Common Stock or the Option Shares, (iii) furnish the Company with a copy of each Form 4 filed by the Optionee's, and (iv) timely file all reports required under the federal securities laws. The restrictions described in this Section 6, or other applicable law notice thereof, may be placed on the certificates representing the Option Shares purchased pursuant to the Option, and the Company may refuse to issue the certificates or to transfer the Option Shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The No Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with, or an exemption from, any extentapplicable registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, or applicable exemptions are available and have been complied with. Pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he shall acknowledge, represent, warrant and agree as follows: (a) Optionee is purchasing or acquiring the Option Shares for investment purposes only and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee's overall commitment to investments that are not readily marketable is not disproportionate to Optionee's net worth and Optionee's investment in the Option Shares will not cause such overall commitments to become excessive; (c) Optionee's financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option Shares; (e) The address set forth forth on the signature page to this Agreement is Optionee's true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Warrant and the Option Shares that have been requested by Optionee have been made available or delivered to Optionee. Without limiting the foregoing, Optionee has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of the quarters ended November 30, 1997, February 28, 1998 and May 31, 1998, and the other documents included with the letter from the Company to the Optionee dated November 19, 1998, and the Company's press releases dated each of September 19, 1997, September 26, 1997, October 1, 1997, December 3, 1997, January 13, 1998, February 11, 1998, March 11, 1998, July 21, 1998, August 13, 1998 and August 27, 1998, and Optionee has had the opportunity to discuss the acquisition of the Warrant and the Option Shares with the Company, and Optionee has obtained or been given access to all information concerning the Company that Optionee has requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Options have not, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the sale of the Option Shares; (i) The Option Shares that Optionee is acquiring will be solely for Optionee's own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee's total investment in the Option Shares. (ii) There are substantial restrictions on the transferability of the Option Shares. The Option is not transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," be registered except as defined set forth in Rule 144 under the Securities Act, and that any resale Section 9 of this Agreement; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee's investment in the Company. (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS), AND NO TRANSFER OF THESE ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE MADE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH FROM REGISTRATION UNDER THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE 1933 ACT. Further, if ." The restrictions described in this Section 6 or notice thereof may be placed on the Company determines that the listing or qualification of certificates representing the Option Shares under any securities purchased pursuant to the Option, and the Company may refuse to issue the certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The This Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act of 1933 (the "Act") (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of any applicable "Blue Sky" law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and any other legends that may be required by the Company or by any federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE ARE RESTRICTED SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS1933, AS AMENDED, AND NO THE RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSHARES. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The issuance of the Option has not been registered under the 1933 Act, in reliance upon an exemption from registration. In addition, no Option Shares shall not be exercisable to issued unless and until, in the opinion of the Company, there has been full compliance with any extentapplicable registration requirements of the 1933 Act, any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery. Optionee hereby acknowledges, represents, warrants and agrees as follows, and, pursuant to the terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall be delivered to the Company shall not be obligated to transfer any Option Shares to the Optionee upon each exercise of the Option, if such exerciseOptionee shall acknowledge, in the opinion of counsel for the Companyrepresent, would violate the Securities Act warrant and agree as follows: (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of a) Optionee is acquiring the Option that the Optionee furnish a written representation that he is purchasing or acquiring and the Option Shares for investment purposes only and the Option and the Option Shares that Optionee is acquiring will be held by Optionee without sale, transfer or other disposition for an indefinite period unless the transfer of those securities is subsequently registered under the federal securities laws or unless exemptions from registration are available; (b) Optionee’s overall commitment to investments that are not readily marketable is not disproportionate to Optionee’s net worth and Optionee’s investment in the Option and the Option Shares will not cause such overall commitments to become excessive; (c) Optionee’s financial condition is such that Optionee is under no present or contemplated future need to dispose of any portion of the Option or the Option Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Optionee has sufficient knowledge and experience in business and financial matters to evaluate, and Optionee has evaluated, the merits and risks of an investment in the Option and the Option Shares; (e) The address set forth in this Agreement is Optionee’s true and correct residence, and Optionee has no present intention of becoming a resident of any other state or jurisdiction; (f) Optionee confirms that all documents, records and books pertaining to an investment in the Option and the Option Shares have been made available or delivered to Optionee and Optionee has had the opportunity to discuss the acquisition of the Option and the Option Shares with the Company. Optionee also confirms that Optionee has obtained or been given access to all information concerning the Company that Optionee has reasonably requested; (g) Optionee has had the opportunity to ask questions of, and receive the answers from, the Company concerning the terms of the investment in the Option and the Option Shares and to receive additional information necessary to verify the accuracy of the information delivered to Optionee, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (h) Optionee understands that the Option has not been, and the Option Shares issuable upon exercise of the Options will not be, registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings, and no federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the issuance of the Option or the Option Shares; (i) The Option and the Option Shares that Optionee is acquiring will be solely for Optionee’s own account, for investment, and are not being purchased with a view to resale or distribution for the resale, distribution, subdivision or fractionalization thereof. Optionee has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization thereof; and (j) Optionee acknowledges and is aware of the following: (i) The Company has a history of losses. The Option and the Option Shares constitute a speculative investment and involve a high degree of risk of loss by Optionee of Optionee’s total investment in the Option and the Option Shares. (ii) There are substantial restrictions on the transferability of the Option and the Option Shares. The Option is not transferable except as provided in Section 7 below. The Option Shares cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the 1933 Act or an exemption from such registration is available and established to the public. The Optionee hereby represents and warrants that he understands satisfaction of the Company; investors in the Company have no rights to require that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale be registered; there is no right of presentment of the Option Shares must be in compliance with and there is no obligation by the registration requirements Company to repurchase any of the Securities Act or an exemption therefrom. Option Shares; and, accordingly, Optionee may have to hold the Option Shares indefinitely and it may not be possible for Optionee to liquidate Optionee’s investment in the Company; (iii) Each certificate issued representing the Option Shares shall bear be imprinted with a legend that sets forth a description of the restrictions on transferability of those securities, which legend set forth belowwill read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") FEDERAL OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF . THESE SECURITIES MAY NOT BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTOFFERED FOR SALE, SOLD, PLEDGED, OR (B) PURSUANT TO OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION THEREFROM WITH RESPECT EXISTS, THE AVAILABILITY OF WHICH IS TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY BE ESTABLISHED BY AN OPINION OF COUNSEL FOR (WHICH OPINION AND COUNSEL SHALL BOTH BE REASONABLY SATISFACTORY TO THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. FurtherCOMPANY).” The restrictions described above, if or notice thereof may be placed on the Company determines that the listing or qualification of certificates representing the Option Shares under any securities purchased pursuant to the Option, and the Company may refuse to issue the certificates or other applicable law to transfer the shares on its books unless it is necessary in order to avoid a satisfied that no violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faithrestrictions will occur.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares Membership Units to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal Federal or state statutes having similar requirements securities laws as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares Membership Units pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares Membership Units for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares Membership Units are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares Membership Units must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and with the requirements of California "Blue Sky" law. Each certificate representing Option Shares Membership Units shall bear the legend legends set forth belowbelow and with any other legends that may be required by the Company or by any Federal or state securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY ), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, AND NO TRANSFER OF LAWS IN RELIANCE ON EXEMPTIONS THEREFROM. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE MADE EXCEPT (A) PURSUANT TO SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACTSECURITIES ACT AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AND OTHERWISE, OR (B) PURSUANT TO ALL AS SET FORTH IN AN EXEMPTION THEREFROM WITH RESPECT TO WHICH OPTION AGREEMENT BETWEEN THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION AND THE ORIGINAL OPTIONEE OF COUNSEL FOR THESE SECURITIES AND THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE ACTCOMPANY, AS AMENDED, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares Membership Units under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Each certificate representing Option Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1APRIL 25, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee upon exercise of the such Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he or she understands that the Option Shares are "restricted securities," as defined in Rule 144 under the Securities Act, and that any resale of the Option Shares must be in compliance with the registration requirements of the Securities Act Act, or an exemption therefrom, and, to the extent required at the time of grant, with California "Blue Sky" law. Each certificate representing Option Shares shall bear the legend legends set forth belowbelow and with any other legends that may be required by the Company or by any Federal or state securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES THEREUNDER, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF (REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A "RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S). SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER") EXCEPT , VOTING AGREEMENTS AND OTHER CONDITIONS AND RESTRICTIONS SPECIFIED IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND STOCKHOLDERS' AGREEMENT AMONG THE COMPANY COMPANY, THE ANSCHUTZ CORPORATION AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTSOTHER STOCKHOLDERS NAMED THEREIN, COPIES OF WHICH ARE ON FILE WITH AT THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OFFICE OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER THAT OF SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACTSHARES UPON WRITTEN REQUEST. Further, if the Company determines decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities lawsor desirable, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Optionee Executive upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee Executive furnish a written representation that he is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the public, and the Executive hereby represents and warrants that he is acquiring the Restricted Shares for investment and not with a view to resale or distribution to the public. The Optionee Executive hereby represents and warrants that he understands that the Option Shares and the Re- stricted Shares are "restricted securities," as defined in Rule 144 under the Securities Securi ties Act, and that any resale of the Option Shares or the Restricted Shares must be in compliance with the registration requirements of the Securities Act or an exemption exemp tion therefrom. Each certificate representing Option Shares or Restricted Shares shall bear the legend set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE OTH ERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25FEBRUARY 2, 20011999, BY AND AMONG THE COMPANY HARVEYS CASINO RESORTS, A NEVADA CORPORATION, AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND THAT CERTAIN STOCK OPTION AND RESTRICTED AWARD AGREEMENT, OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND ONE OF ITS SENIOR EXECUTIVES. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER TRANS FER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT PURSU ANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification of the Option Shares under any securities or other applicable law is necessary in order to avoid a violation of any securities laws, the Option shall not be exercisable, in whole or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, providedPROVIDED, that the Company shall pursue such listing or qualification diligently and in good faith.

Securities Laws Requirements. The Option shall not be exercisable to any extentPursuant to, and subject to the conditions of, Section 3 of the Subscription Agreement, the Company shall not be obligated has agreed to transfer any Option Shares to the Optionee upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate register under the Securities Act of 1933, as amended (or any other federal or state statutes having similar requirements as may be in effect at that timethe "1933 Act"). Further, the Company may require as a condition of transfer of any Option Shares pursuant to any exercise sale of the Option Warrant Shares by Holder. The Company will file with the Securities And Exchange Commission (the "SEC") a registration statement (the "Registration Statement") under the 1993 Act covering the sale of the Warrant Shares by the Holder. At the time that the Optionee furnish a written representation that he Registration Statement is purchasing or acquiring declared effective by the Option SEC, Holder will be able to freely sell the Warrant Shares for investment and not with a view to resale or distribution to the public. The Optionee hereby represents and warrants that he understands so that the Option purchaser of the Warrant Shares are receives certificates representing the Warrant Shares, without a restrictive legend; that will be freely transferable. Until the Registration Statement is declared effective by the SEC, the Warrant Shares will be "restricted securities," as that term is defined in Rule 144 under the Securities 1933 Act. Pursuant to this Agreement, and that any resale pursuant to the terms of the Option Shares must Notice And Agreement Of Exercise Of Warrant (Exhibit A) that shall be in compliance with delivered to the registration requirements Company upon each exercise of the Securities Act Warrant, the Holder does hereby, and shall upon each exercise of the Warrant, acknowledge, represent, warrant and agree as follows: (a) Holder is acquiring the Warrant Shares for investment purposes only and the Warrant Shares that Holder is acquiring will be held by Holder without sale, transfer or other disposition for an exemption therefrom. Each certificate representing Option indefinite period unless the Registration Statement covering the transfer of those securities is subsequently is declared effective or unless exemptions from registration are available; (b) Holder's overall commitment to investments that are not readily marketable is not disproportionate to Holder's net worth and Holder's investment in the Warrant and the Warrant Shares shall bear will not cause such overall commitments to become excessive; (c) Holder's financial condition is such that Holder is under no present or contemplated future need to dispose of any portion of the legend Warrant Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (d) Holder has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated), the merits and risks of an investment in the Warrant Shares; (e) The address set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDin this Agreement is Holder's true and correct residence, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 1, 2001, BETWEEN COLONY RIH HOLDINGS, INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ONE OF ITS EXECUTIVES AND THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 25, 2001, BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. ANY TRANSFEREE OF THESE SECURITIES SHALL TAKE SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Further, if the Company determines that the listing or qualification and Holder has no present intention of the Option Shares under any securities or other applicable law is necessary in order to avoid becoming a violation resident of any securities laws, the Option shall not be exercisable, in whole other state or in part, unless and until such listing or qualification, or a consent or approval with respect thereto, shall have been effected or obtained free of any conditions not acceptable to the Company, provided, that the Company shall pursue such listing or qualification diligently and in good faith.jurisdiction;