1 EXHIBIT 10.1 LEASE AGREEMENT RANCHO BERNARDO CORPORATE CENTERLease Agreement • November 13th, 1997 • Inland Casino Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of this 25th day of February, 2000 by and between VENTURE CATALYST INCORPORATED, a Utah corporation (the "Company") and G. FRITZ OPEL...Consulting Agreement • May 15th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
X = A - B ----- Y Where: X = the number of shares of Common Stock to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant Shares) B = the aggregate Warrant...Warrant Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
RECITALSSettlement Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 2 law, in each case after giving effect to payments to be made by Maker under that certain Stock Purchase and Settlement and Release Agreement, dated February 23, 1996, by and between Maker and Jack R. Smith; and provided further, that in assessing...Promissory Note • October 1st, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.4 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into this 16th day of July, 1999, but effective as of the Effective Date (as defined below) with respect to each Assumed...Assignment and Assumption Agreement • November 15th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
AGREEMENT OF MERGER OF INLAND ACQUISITION CORPORATION WITH AND INTO CYBERWORKS, INC.Merger Agreement • September 11th, 1998 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
DEFINITIONSSettlement Agreement • January 7th, 1997 • Inland Casino Corp • Services-miscellaneous amusement & recreation
ADDENDUM TO CONSULTING AGREEMENTConsulting Agreement • October 27th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation
OFFICE LEASE ------------Office Lease • October 10th, 2001 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
RECITALS:Stock Pledge Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.15 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation • California
RECITALSEmployment Agreement • September 11th, 1998 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of January 28, 2000Stock Purchase Agreement • May 15th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
RECITALSNoncompetition Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.30 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement"), is made and entered into as of February 13, 1998, by and among Inland Entertainment Corporation, a Utah corporation (the "Company"), and Torrey Pines Consultants, Inc.,...Consulting Agreement • October 27th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
RECITALSEmployment Agreement • September 28th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation • California
LOAN AGREEMENTLoan Agreement • November 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.7 AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement (the "Agreement") is entered into as of the 29th day of April, 1996, but shall be effective retroactively to March 27, 1996 (the "Effective Date"),...Consulting Agreement • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation
Exhibit 10.25 ASSET PURCHASE AGREEMENT THIS AGREEMENT made this 17th day of August, 2000. B E T W E E N: CYBER-TECH GROUP LIMITED, a corporation incorporated under the laws of the British Virgin Islands (hereinafter referred to as the "Purchaser"),Asset Purchase Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
RECITALS -------- A. The Note Holders are the holders of those certain Promissory Notes made by the Company which are listed on Exhibit A hereto (the "Notes"). ---------Restructuring Agreement • May 15th, 2002 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 15th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.14 [IMPERIAL BANK LOGO] GENERAL SECURITY AGREEMENT (TANGIBLE AND INTANGIBLE PERSONAL PROPERTY) This Agreement is executed on October 10, 1995, by INLAND CASINO CORPORATION (hereinafter called "Obligor"). In consideration of financial...General Security Agreement • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation • California
RECITALSSettlement Agreement • May 15th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
RECITALSSeverance Agreement • November 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
LOGO] ASSIGNMENT, ASSUMPTION AND CONSENT ASSIGNMENT OF LEASE For valuable consideration, the receipt of which is hereby acknowledged, the undersigned Typhoon Capital Consultants, LLC, d.b.a.: Venture-Catalyst.com ("ASSIGNOR"), hereby assigns and...Assignment of Lease • November 15th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation
REAFFIRMATION, CONSENT AND AMENDMENT OF INTERCREDITOR AND SUBORDINATION ----------------------------------------------------------------------- AGREEMENT --------- Reference is made to that certain Intercreditor and Subordination Agreement (the "VCAT...Intercreditor and Subordination Agreement • October 10th, 2001 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation
Exhibit 10.12 EXCHANGE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 30th day of April 2000 by and between Venture Catalyst Incorporated, a Utah corporation ("Issuer"), and Jonathan Ungar ("Ungar") and Alan Henry Woods...Stock Purchase Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
L. DONALD SPEER, II AND KELLY JACOBS SPEER P.O. BOX 5005-131 RANCHO SANTA FE, CALIFORNIA 92067 April 30, 1999 Inland Entertainment Corporation 16868 Via Del Campo Court Suite 200 San Diego, California 92127 Attn: Andrew B. Laub, Executive Vice...Loan and Security Agreement • October 27th, 1999 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation
1 Exhibit 10.20 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 13th day of April 2000 by and between Venture Catalyst Incorporated, a Utah corporation ("Purchaser"), and Keri Consulting Limited, a British...Stock Purchase Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.4 MODIFICATION NO. 1 TO AMENDED AND RESTATED CONSULTING AGREEMENT of April 29, 1996, effective March 27, 1996 Between Barona Band of Mission Indians AND INLAND CASINO CORPORATION JANUARY 6, 1998 State of California, County of San Diego...Consulting Agreement • May 15th, 1998 • Inland Entertainment Corp • Services-miscellaneous amusement & recreation
1 2 WHEREAS, Ungar, L. Donald Speer, II, and the Company each voluntarily elects to terminate, cancel, and rescind the Stockholders Voting Agreement;Stock Purchase Agreement • October 1st, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation • California
1 EXHIBIT 10.8 MUTUAL RELEASE This Mutual Release (the "Release") is entered into and effective this 27th day of March, 1996 (the "Effective Date"), by and between the Barona Group of Capitan Grande Band of Mission Indians also known as the Barona...Mutual Release • October 15th, 1996 • Inland Casino Corp • Services-miscellaneous amusement & recreation
CALL AGREEMENTCall Agreement • February 14th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation • California
1 Exhibit 10.21 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD SUBLEASE (Short-form to be used with post 1995 AIR leases) 1. Parties. This Sublease, dated, for reference purposes only, April, 2000, is made by and between Morton Jankel Zander,...Sublease Agreement • September 25th, 2000 • Venture Catalyst Inc • Services-miscellaneous amusement & recreation
