EXHIBIT 99.1

[LOGO]

FOR IMMEDIATE RELEASE FOR INFORMATION, CONTACT
--------------------- Geoffrey A. Sage, CFO September 25, 2000 (702) 89-7568

ANCHOR GAMING ANNOUNCES AGREEMENT TO ACQUIRE

4,596,200 SHARES FROM CHAIRMAN STANLEY FULTON, CERTAIN

FULTON FAMILY MEMBERS

T.J. MATTHEWS TO BE APPOINTED CHAIRMAN OF THE BOARD;
COMPANY ANNOUNCES 2-FOR-1 STOCK SPLIT

[LAS VEGAS] -- Anchor Gaming (Nasdaq National Market SLOT) today announced that it has executed a definitive agreement with its Chairman, Stanley Fulton, and members of his family to acquire 4,596,200 shares of stock owned by the Fultons for a purchase price of $66.60 per share. The purchase consideration comprises $240 million in cash and $66 million of promissory notes that Stanley Fulton will receive for a portion of the shares he is selling. Members of the Fulton Family will retain ownership of approximately 539,600 shares after the transaction.

As part of the stock purchase transaction with the Fulton family, the Company also announced that it has agreed to sell to Stanley Fulton substantially all of the assets relating to its Sunland Park Racetrack & Casino, located in New Mexico, and its 25% interest in a Massachusetts horse racing facility. Stanley Fulton has agreed to pay $66 million for such assets by cancelling the Company's obligations under the promissory notes.

Anchor Gaming expects to fund the cash portion of the stock purchase through an amendment to its existing senior credit facility, led by Bank of America, N.A., and through the issuance of senior subordinated notes.

The Company expects to consummate the stock purchase by the end of October 2000 and to subsequently complete the sale of the race track assets by the end of March 2001, subject to regulatory approval.

Upon completion of the stock purchase, Stanley Fulton and his son, Michael Fulton, and his daughter Elizabeth Jones have agreed to resign their positions as Anchor Gaming's Board of Directors. Stanley Fulton founded the predecessor to the Company in 1988 and has served as its Chairman since its inception.

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815 Pilot Road, Suite G * Las Vegas, Nevada 89119 Phone: (702) 896-7568 * FAX: (702) 896-6221

ANCHOR GAMING ANNOUNCES AGREEMENT TO ACQUIRE 4,596,200 SHARES FROM CHAIRMAN STANLEY FULTON, CERTAIN FULTON FAMILY MEMBERS

Anchor Gaming also announced that upon completion of the stock purchase, T.J. Matthews, its Chief Executive Officer, will be appointed Chairman of the Board of Directors. In addition, Joe Murphy, its Vice President, will be named Chief Operating Officer-Gaming Operations and will be added to the Board of Directors which will also include the three continuing outside directors.

"Stan's contribution to the growth of Anchor Gaming from a small private company into an industry leader has been immeasurable." Matthews said, "our spirit and desire to excel have been and will continue to be inspired by the legacy of Stan Fulton's many years as a leader in the growth of the gaming industry and as a benefactor of numerous charitable and civic causes."

This transaction has been authorized by a Special Committee of disinterested directors. In connection with this transaction, Wasserstein Perella & Co. acted as financial advisor to the Company and Houlihan, Lokey, Howard and Zukin acted as financial advisor to the Special Committee.

Additionally, the Board of Directors has authorized a 2-for-1 stock split. As a result of the split, shareholders of record as of October 31, 2000 will receive one additional share of Anchor Gaming common stock for every one share than owned. The new shares will be issued as soon as practical following the record date. As of September 22, 2000, the Company had approximately 11.7 million shares outstanding, exclusive of treasury shares. After the stock purchase, but without giving effect to the stock split, Anchor Gaming will have approximately 7.1 million shares outstanding.

Anchor Gaming is a diversified gaming technology company with operations around the world. It operates in three complimentary business segments; gaming machines, gaming operations, and gaming systems. anchor Gaming's gaming machine segment focuses on the development and placement of unique proprietary games. Its gaming operations segment operates two casinos in Colorado, manages gaming machine routes in Nevada and Montana and has development and management agreements with the Pala Band of Mission Indians. Anchor Gaming's gaming systems segment provides equipment and related services to on-line lotteries, video lotteries, and pari-mutuel organizations. Anchor Gaming has equipment and systems in operation in the United States, Canada, Australia, Asia, Europe, South America, South Africa, and the West Indies. For more information, visit Anchor Gaming's website at http://www.anchorgaming.com.

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THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21e OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND OTHER APPLICABLE SECURITIES LAWS. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE "FORWARD-LOOKING STATEMENTS" FOR PURPOSES OF THESE PROVISIONS, INCLUDING ANY PROJECTIONS OF EARNINGS, REVENUES, OR OTHER FINANCIAL ITEMS; ANY STATEMENTS OF THE PLANS, STRATEGIES, AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATION; ANY STATEMENTS CONCERNING PROPOSED NEW PRODUCTS, SERVICES, OR DEVELOPMENTS; ANY STATEMENTS REGARDING FUTURE ECONOMIC CONDITIONS OR PERFORMANCE; STATEMENTS OF BELIEF; AND ANY STATEMENT OF ASSUMPTIONS UNDERLYING ANY OF THE FOREGOING. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO INHERENT RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED BY THE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN ANY OF ITS FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED OR ASSUMED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO FACTORS DESCRIBED FROM TIME TO TIME IN THE COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING ANCHOR GAMING'S FORM 10-K FOR THE YEAR ENDED JUNE 30, 1999 AND FORMS 10-Q FOR THE QUARTERS ENDED SEPTEMBER 30, 1999. DECEMBER 31, 1999, AND MARCH 31, 2000. THESE REPORTS MAY BE OBTAINED FREE OF CHARGE AT THE WEBSITE OF THE SECURITIES AND

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ("AGREEMENT") is made as of

_______________, 2000, at Las Vegas, Nevada, by and between My Way Holdings LLC, a Nevada limited liability company ("BUYER"), and Nuevo Sol Turf Club, Inc., a New Mexico corporation ("SELLER").

RECITALS

A. Seller owns improved real property in Sunland Park, New Mexico, and the State of Texas, collectively and commonly known as Sunland Racetrack and Casino (the "RACETRACK").

B. Seller is a wholly owned subsidiary of Anchor Gaming, a Nevada corporation ("ANCHOR").

C. Anchor and Stanley E. Fulton ("FULTON") are parties to that certain Stock Purchase Agreement dated of even date herewith ("STOCK PURCHASE AGREEMENT"). The Stock Purchase Agreement provides, in part, that Fulton sell certain stock to Anchor and that Anchor execute and deliver a certain promissory note in the principal amount of Sixty One Million Dollars ($61,000,000), to Fulton or his assignee ("NOTE"), as part payment for such stock. The Stock Purchase Agreement, the Note and the other agreements related thereto or referenced therein are collectively referred to herein as the "ANCHOR AGREEMENTS."

D. The transaction subject of the Anchor Agreements includes, among other transactions, the sale by Seller of substantially all of the assets associated with the Racetrack to Fulton or an entity owned by Fulton.

E. Buyer is an entity wholly owned by Fulton.

F. The parties hereto have reached an understanding with respect to the sale by Seller and the purchase by Buyer of substantially all of the assets associated with the Racetrack.

NOW, THEREFORE, in consideration of the foregoing, the mutual agreements, covenants, and conditions contained herein and in the Anchor Agreements, the receipt by Seller of One Thousand Dollars ($1,000) in-hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed:

SECTION 1 - DEFINITIONS

As used in this Agreement, the terms set forth below shall have the respective meanings indicated opposite each of them.

ANCILLARY INTELLECTUAL PROPERTY RIGHTS means all right, title and interest in and to (i) the names "Sunland Park" and "Nuevo Sol Turf Club," and any variation thereof, (ii) any and all patents, copyrights, trademarks, trade names, service marks, displays, symbols, color arrangements, designs and logos with respect thereto and/or relating to and/or used in the ownership, use and/or operation of the Business and/or the Property, (iii) any and all other names, words and devices relating to and/or used in the ownership, use and/or operation of the Business and/or the Property, and (iv) all applications, registrations and goodwill related to or associated with any of the foregoing.

ASSIGNED CONTRACTS has the meaning given in Section 5.01.

BOOKS AND RECORDS means all books and records located in the Premises or relating to the operation of the Business and all other books and records necessary for the continued and uninterrupted operation of the Business by Buyer, including, but not limited to, all financial statements, gaming tax returns (including supporting schedules), customer lists, credit records and files and all other accounting records (in whatever form they may exist, including computer disk or tape).

BUSINESS means all business conducted on or with respect to the Racetrack.

BUSINESS DAY means any day other than a Saturday, a Sunday or a day on which banking institutions in Las Vegas, Nevada are authorized by Law to close.

BUYER has the meaning given in the preamble.

BUYER'S CONDITIONS PRECEDENT has the meaning given in Section 8.01.

BUYER LICENSES has the meaning given in Section 8.04(c).

CASH means all cash on hand at the Racetrack (including, without limitation, cash in the racetrack cages and casino cages, slot machines or gaming tables located at the Racetrack, and cash in the retail, restaurant and other non-gaming areas of the Racetrack), and all cash equivalents of the Business at the Racetrack, all deposits by Seller with a third party in connection with the Business, all refunds owed to Seller by third parties in connection with the Business, and all gaming chips and tokens, deferred charges, prepaid expenses, and claims of the Business;

CLOSING shall mean the proceedings pursuant to which the sale of the Property is consummated.

CLOSING DATE has the meaning given in Section 14.01.

CODE means the Internal Revenue Code of 1986, as amended.

COMPUTER SOFTWARE means all (i) computer hardware used or usable in connection with the Business or the Property, (ii) computer software owned or licensed by Seller and used or usable in connection with the Business or the Property, including, without limitation, all source codes and data, whether on tape, disc or other computerized format, and all related user manuals, computer records, service codes, programs, stored materials and databases, including, without limitation, all access codes and instructions needed to obtain access to and to utilize the information contained on such computer records, together with any and all updates and modifications of all of the foregoing.

CUSTOMER FRONT MONEY has the meaning given in Section 14.03(c).

EBITDA means, for the applicable period, net income, plus extraordinary losses, interest expenses, taxes, depreciation and amortization which were deducted in calculating net income, less extraordinary gain included in the calculation of net income, all as determined in accordance with GAAP.

ENVIRONMENTAL LAWS means any federal, state or local statute, law, ordinance, order, rule or regulation pertaining to health, industrial hygiene or the environment, including, but not limited to: RCRA; the Clean Air Act, as now or hereafter amended (42 U.S.C. ss.7401 et. Seq.); the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as now or hereafter amended (42 U.S.C. ss.9601 et. Seq.); the Emergency Planning and Community Right-to-Know Act of 1986, as now or hereafter amended (42

U.S.C. ss.11001 et. Seq.); the Federal Hazardous Substances Act, as now or hereafter amended (15 U.S.C. ss.1261 et. Seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as now or hereafter amended (7 U.S.C. ss.136 et. Seq.); the Federal Water Pollution Control Act, as now or hereafter amended (33 U.S.C. ss.1251 et. Seq.); the Hazardous Materials Transportation Act, as now or hereafter amended (49 U.S.C. ss.1801 et. Seq.); the Occupational Safety and Health Act of 1970, as now or hereafter amended (29 U.S.C. ss.651 et. Seq.); the Toxic Substances Control Act, as now or hereafter amended (15 U.S.C. ss.2601 et. Seq.); each as now or hereafter amended; the Uniform Fire Code, as now or hereafter adopted in Nevada; the regulations, rules and orders promulgated under each of them; and all local ordinances and rules regulating one or more Hazardous Substances.

ERISA means the Employment Retirement Income Security Act of 1974.

ESCROW AGENT has the meaning given in Section 13.

GAAP means generally accepted accounting principles consistently applied.

GAMING AUTHORITIES means the New Mexico Gaming Control Board and New Mexico State Racing Commission.

HAZARDOUS SUBSTANCES means one or more of the chemicals, substances, materials, mixtures, compounds, hydrocarbons, pollutants and wastes classified or regulated under the Environmental Laws.
INVENTORIED VEHICLES has the meaning given in Section 14.03(b).

INVENTORY means all inventories maintained in connection with the Business, including, but not limited to, liquor, food and beverage, linen, uniforms, utensils, chinaware, glassware, silverware, and office supplies.

LAW means any federal, state or local statute, law, ordinance, order, rule or regulation.

NO SOLICITATION PERIOD has the meaning given in Section 9.02.

ORAL CONTRACT has the meaning given in Section 6.01(n).

OUTSIDE BUYER LICENSE DATE has the meaning given in Section 8.04(c).

PERMITTED TITLE EXCEPTIONS has the meaning given in Section 4.

PERSON means a person or persons or entity or entities or any combination of persons and entities.

PERSONAL PROPERTY means all the furniture, furnishings, fixtures, gaming devices, equipment, appliances, tools, motor vehicles, supplies, signs and signage, public relations pamphlets and related supplies, Inventory, and all other tangible personal property used in the ownership, operation and maintenance of the Business.

PERSONAL PROPERTY INVENTORY has the meaning given in Section 6.01(ah).

PREMISES means fee simple title to all that certain real property, located in that certain project common known as "Sunland Park Racetrack and Casino," State of New Mexico and the State of Texas, and

legally described on Exhibit 1 attached hereto and incorporated herein by reference, together with all buildings (including, without limitation, any condominium(s) or other similar structure(s) located on the Premises) , improvements and fixtures located thereon, and all rights appurtenant thereto, including, but not limited to, water rights, and all of Seller's right, title and interest in and to any minerals, oil, gas and other hydrocarbon substances on or under said real property.

PROPERTY has the meaning given in Section 2.01.

PURCHASE OFFER has the meaning given in Section 9.02.

PURCHASE PRICE has the meaning given in Section 3.01.

RACETRACK has the meaning given in Recital A.

RCRA means the Resource Conservation and Recovery Act of 1976, as now or hereafter amended, 42 U.S.C. ss.6901 et. Seq., and the rules, regulations and orders promulgated thereunder.

SELLER has the meaning given in the preamble.

SELLER'S CONDITIONS PRECEDENT has the meaning given in Section 8.02.

UNAUDITED FINANCIAL STATEMENTS has the meaning given in Section 6.01(ai).

WARRANTIES means all manufacturers' or other assignable warranties applicable to any other items included in the Property.

WRITTEN CONTRACT has the meaning given in Section 6.01(n).

YEAR 2000 QUARTERLY FINANCIAL STATEMENTS has the meaning given in
Section 11.09(c).

SECTION 2 - SALE OF PROPERTY

2.01. PROPERTY DESCRIBED. Seller agrees that at the Closing it shall sell, transfer, convey and assign to Buyer, and Buyer agrees that Buyer shall purchase and acquire from Seller, for the consideration hereinafter provided, all assets constituting or used in connection with the Racetrack, except those hereinafter excluded (all of said non-excluded assets being hereinafter collectively referred to as the "PROPERTY"), including, but not limited to:

(a) the Premises;

(b) all Personal Property;

(c) all Ancillary Intellectual Property Rights;

(d) all Books and Records;

(f) all Cash;

(g) all Warranties;

(h) all Computer Software and all copyrights related to the Computer Software, if and to the extent owned by Seller and transferable;

(i) all current transferable, assignable or relinquishable permits and licenses, if any, in Seller's possession relating to the Property and/or Business;

(j) all accounts receivable arising from goods sold or services rendered in connection with the Business prior to or at the Closing Date; and

(k) all Assigned Contracts.

The Property shall be conveyed to Buyer free and clear of all liabilities, obligations, security interests, liens and encumbrances.

2.02. PROPERTY EXCEPTION. The Property does not include (a) cash in the Company's (i) money market account at First Security Bank, or (ii) PAC checking account, in the amounts set forth on the Company's balance sheet for the month ended August 31, 2000 ("EXCLUDED CASH") or (b) any Property that is not owned by Seller (unless such Property is owned by Anchor Gaming or a subsidiary of Anchor Gaming other than Seller and is used exclusively by Seller in the Business as presently conducted), provided that Seller shall use its best efforts to cause any such Property owned by Anchor Gaming or a subsidiary of Anchor Gaming that is not used exclusively by Seller, to be licensed or leased, as the case may be, to Buyer to the extent necessary to enable Buyer to conduct the Business as presently conducted..

2.03. ASSUMPTION OF LIABILITIES. Except for obligations for which Buyer has received an equal credit pursuant to Section 3.04 and those obligations assumed by Buyer pursuant to Section 5.01, Buyer is not, and shall not be deemed to be, assuming or taking subject to any obligations or liabilities of Seller of any kind or nature whatsoever, whether known or unknown, fixed or contingent. Buyer will honor and redeem the outstanding chips and tokens of the Business when said chips and tokens are presented for redemption.

SECTION 3 - PURCHASE PRICE

3.01. PURCHASE PRICE. For and in consideration of the Property, Buyer shall, subject to the adjustments hereinafter described, pay to Seller a purchase price (the "PURCHASE PRICE") of the sum of Sixty One Million Dollars ($61,000,000), plus the Excluded Cash.

(a) PURCHASE PRICE ADJUSTMENT. If the Assignment of Membership Interests dated as of even date herewith by and between Anchor and an entity owned by Fulton regarding the purchase of Anchor's membership interest (the "INTEREST") in Ourway Realty, LLC, a Massachusetts limited liability company (the "Ourway Assignment") is terminated, and the Interest has not been sold to the entity owned by Fulton or to a member of Ourway Realty, LLC for the price contemplated in the Ourway Assignment, then the Purchase Price shall be increased by Two Million Five Hundred Thousand Dollars ($2,500,000). If this contingent price adjustment occurs after the Closing, then this additional purchase price shall be paid in immediately available funds within one (1) week of said termination.

3.02. PAYMENT. The Purchase Price shall be paid as follows:

At the Closing: ( i) Upon payment to Fulton or Fulton's assignee of all interest due and payable under the Note in immediately available funds, Buyer shall cause Fulton or Fulton's assignee to

deliver the Note to Seller and cancel the Note, and Buyer shall pay Seller the remainder of the Purchase Price in immediately available funds. Buyer and Seller hereby agree that the cancellation of the Note is consideration to the Seller for the Property acquired by Buyer hereunder in the principal amount of the Note.

3.03. ALLOCATION OF VALUE. Within forty-five (45) days after the Closing Date, Buyer shall provide to Seller a proposed allocation of the Purchase Price among the elements of the Property. Seller shall either approve or disapprove such proposal in writing within fifteen (15) days of Seller's receipt of such proposal. If Seller disapproves such proposal, Buyer and Seller shall thereafter negotiate in good faith the allocation of the Purchase Price among the elements of the Property until such time as they mutually agree upon such allocation; provided, however, that if the parties have not agreed upon such allocation within thirty (30) days after Buyer's receipt of Seller's notice of disapproval of Buyer's original proposal, then the obligation of each party under this Section 3.03 to negotiate such allocation shall thereupon terminate and be of no further force or effect and each party shall thereafter be entitled to allocate the Purchase Price among the elements of the Property in such manner as such party deems appropriate using its reasonable business judgment.

3.04. PRORATIONS. Real estate taxes, personal property taxes, sales taxes, entertainment taxes, payments on the Assigned Contracts, rental and other tenant payments, payments for any reservations or bookings, trade out liabilities, deposits with Seller, rents and any other receipts attributable to space leases, and progressive gaming device liability shall be prorated as of midnight on the Closing Date. In lieu of prorating power, gas, water and other utility fees and charges (other than telephone), the appropriate utilities shall be informed to take meter readings as close as practicable to the Closing Date, to bill Seller for service prior to such readings and to bill Buyer for service thereafter. Said readings may occur before or after the Closing Date. The telephone company shall be informed to cancel Seller's service as of the Closing Date and to transfer service and the telephone numbers of the Business to Buyer. The next regular billing of the telephone company after the Closing Date will be sent to Buyer. Upon receiving a copy of said bill, Seller shall pay Buyer for those charges attributable to calls made before midnight on the Closing Date. General service charges will be prorated as of the time of the billing on the basis of the number of days before and after the Closing Date, respectively. At the Closing, best estimates or actual determinations shall be made with respect to the prorations and the Purchase Price accordingly adjusted. Final adjustments are to be paid to the appropriate party promptly on demand when computed.

3.05. OTHER ADJUSTMENTS. The Purchase Price shall also be adjusted if required under the provisions of any other section hereof requiring such adjustment.

SECTION 4 - TITLE

This sale is subject to Buyer being able to obtain an ALTA extended owner's policy of title insurance (Form B, Rev. 10-17-70) from a company reasonably satisfactory to Buyer in an amount to be determined by Buyer ("TITLE POLICY"), insuring that Buyer has fee title to the Premises, subject only to those exceptions set forth in Exhibit 4 attached hereto and incorporated herein by reference, agreements subject to which Buyer takes the Property pursuant to
Section 5, and items arising after the date hereof and approved by Buyer (collectively, the "PERMITTED TITLE EXCEPTIONS"). Said policy shall have attached thereto such endorsements as Buyer may require, including, but not limited to, endorsements insuring against encroachments, violations of covenants and restrictions, and mechanic's liens, and insuring contiguity. Liability under such policy shall be reinsured to the extent, in the form and from companies reasonably satisfactory to Buyer.

SECTION 5 - ASSIGNED CONTRACTS

5.01. ASSIGNMENT. At the Closing, Seller shall assign to Buyer
(i) all contracts with vendors of goods or services to the Business, (ii) all employment contracts with employees of the Business, and (iii) all of the other agreements set forth in Exhibit 5.01 attached hereto and incorporated herein by reference (collectively, the "ASSIGNED CONTRACTS"), and Buyer shall assume all liability of Seller under the Assigned Contracts accruing after the Closing.

5.02 REQUIRED CONSENTS. To the extent that the assignment of any Assigned Contract requires the consent of any other party thereto, or shall be subject to any option in any other Person by virtue of a request for permission to assign, or by reason of or pursuant to any assignment to Buyer, this Agreement shall not constitute a contract to assign the same if any attempted assignment would constitute a breach thereof or give rise to such an option, and Seller shall procure the necessary consent to such assignment. If any such consent is not obtained, or if for any reason any such assignment is not consummated, then, without limiting any other rights or remedies Buyer may have, Seller shall, at Buyer's request, cooperate with Buyer to provide for Buyer the benefit, monetary or otherwise, of the Assigned Contract at issue, including, without limitation, enforcement of any and all rights of Seller against the other party to such Assigned Contract arising out of any breach or cancellation thereof by such party or otherwise.

SECTION 6 - REPRESENTATIONS AND WARRANTIES

6.01. SELLER'S WARRANTIES. In addition to the other covenants, promises and warranties contained in other parts of this Agreement, Seller represents and warrants for the benefit and reliance of Buyer as follows:

(a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite corporate power and authority to enter into and carry out its obligations under this Agreement.

(b) The execution, delivery, and performance of this Agreement by the persons executing the same on behalf of Seller have been duly and validly authorized (and by their execution hereof such persons individually represent and warrant that they are so authorized) and this Agreement and the other agreements and instruments contemplated hereby constitute legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally.

(c) Other than approvals from the Gaming Authorities, approvals contemplated in Section 8.02(i) and consents that may be necessary to assign to Buyer the Assigned Contracts as contemplated herein, no consent, license, permit, order, approval or authorization of any governmental authority or private party is required in connection with the execution, delivery and performance of this Agreement by Seller.

(d) As of the Closing Date, the execution, delivery or performance of this Agreement will not, with or without the giving of notice and/or the passage of time (i) violate any provision of Law applicable to Seller, the Property or the Business, (ii) conflict with or result in the breach or termination of, or constitute a default under or pursuant to, any indenture, mortgage or deed of trust, or any judgment, order, injunction, decree or ruling of any court or governmental authority, or any other agreement or instrument, by which Seller, the Property or the Business are bound, or to which any of them are subject, or (iii) result in the creation of any lien, charge or encumbrance upon any of the Property.

(e) Seller has good and marketable title to the Property except as specifically stated herein or in the exhibits attached hereto; and the Property will be transferred to Buyer at the Closing free and clear of all liens, charges, pledges, security interests, claims or other encumbrances.

(f) Except as noted on Exhibit 6.01(f) attached hereto and incorporated herein by reference, with respect to the Property, there are no annexation agreements, contribution agreements, property owner agreements or claims, special assessments, development fees, inconsistencies between current activities or plans of Seller and any plans for growth management, facilities use or similar plans, or environmental impact or other environmental studies or reports made on behalf of or to the knowledge of Seller in the past five (5) years.

(g) To the best of Seller's knowledge, the use of the Property by Seller and all Persons claiming by or through Seller and the operation of the Business as presently conducted conform to any and all applicable Laws. No notice from any governmental body has been served relating to the Business or Property claiming any violation of any such Law, or requiring any work, repairs, construction, alterations or installation on or in connection with the Business as presently conducted. To the best of Seller's knowledge, no Law exists which requires any work, repairs, construction, alterations or installation on or in connection with the Business as of the date hereof or any time hereafter. The Premises comply with the Americans With Disabilities Act and the Occupational Safety and Health Act.

(h) Seller has all rights necessary to insure vehicular and pedestrian ingress and egress from the Business sufficient to operate the Business in the manner it is currently being operated.

(i) Seller has delivered to Buyer, or shall deliver to Buyer prior to the Closing, true, correct and complete copies of: (i) all currently valid certificates of occupancy for the Racetrack, (ii) any and all certificates from any necessary county (or any similar local governing authority) departments or other similar divisions, including without limitation, building or safety departments, relating to the Racetrack, and (iii) all other current transferable, assignable or relinquishable permits and licenses, if any, in Seller's possession relating to the Property and/or Business. Such certificates, permits and licenses are set forth in Exhibit 6.01(i) attached hereto and incorporated herein by reference.

(j) Seller shall deliver to Buyer prior to Closing, true, correct and complete copies of all final working drawings, plans and specifications, as built plans, all change orders and other documents and papers relating thereto, and all soil tests and other engineering reports relating to the Property and in possession of or under the control of Seller, all of which are set forth in Exhibit 6.01(j) attached hereto and incorporated herein by reference.

(k) Seller has paid, or where payment is not required to be made, has set up an adequate accrual, in conformity with GAAP, for the payment of all federal, state and municipal income, gaming, sales, uses, occupational, property and other taxes due or accruing prior to or on the Closing. Seller has timely filed all returns, reports and declarations required to be filed in connection with the income, sales, property and all other aspects of the Business and/or the ownership and operation thereof. All taxes shown to be due on such returns, reports and declarations, including any interest or penalties, have been paid. Seller is not delinquent in the payment of any tax, estimated tax, assessment or governmental charge. There are no tax liens affecting any of the Property, except liens for non-delinquent real property taxes.

(l) There are no tax audits of any kind pending or, to the best of Seller's knowledge, threatened against Seller and no issues have been raised by the Internal Revenue Service or any taxing authority in connection with any reports or returns referred to above with respect to any periods for which

the statutes of limitations remain open. Seller has not received or been threatened with a claim for assessment or collection of any tax.

(m) As of the date of signing, to the best of Seller's knowledge, there are no actions, claims, suits or proceedings pending or, to the best of Seller's knowledge, threatened against Seller, the Business or the Property in any court or before any administrative agency which would prevent Seller from completing the transactions provided for herein or would in anyway affect the operation of the Business, nor is there any reason to believe that any such suit or other proceeding will be brought.

(n) Exhibit 6.01(n) attached hereto and incorporated herein by reference will upon delivery pursuant to Section 25 set forth (i) all written agreements in any manner relating to the Property or the Business (the "WRITTEN CONTRACTS"), including, but not limited to, service contracts, ancillary leases, store or restaurant leases, sign leases, agreements providing for discounts or free meals or drinks, and all insurance policies, and (ii) all other agreements with respect to the Business (the "ORAL CONTRACTS"), including, but not limited to, advance bookings and orders. On or prior to the Closing Date, Seller shall have delivered to Buyer a true, correct and complete copy of each Written Contract and a true, correct and complete description of each Oral Contract.

(o) The Assigned Contracts are in good standing, valid and enforceable by Seller and in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally.

(p) There exists no event of default under any Assigned Contract, or event which, with notice or lapse of time, or both, would constitute a default under any Assigned Contract, on the part of Seller or, to the best of Seller's knowledge, any third party thereunder.

(q) No labor has been performed or material furnished for the Property, or any part thereof, for which Seller has not heretofore fully paid, or for which a mechanic's or materialman's lien or liens, or any other lien, can be claimed by any person, party or entity.

(r) The Property is not within any area determined by the Department of Housing and Urban Development to be flood prone under the Federal Flood Disaster Protection Act of 1973.

(s) All water, sewer, electric and telephone facilities, and all other utilities required for the normal use and operation of the Business, are installed at the Racetrack and duly connected and can be used by the Business without charge except the normal and usual nondiscriminatory utilities charges. The utilities presently connected to the Racetrack are adequate to service the needs of the Business.

(t) To the best of Seller's knowledge, the Racetrack has been duly constructed in a good, workmanlike manner and in compliance with all applicable Laws and all applicable covenants, conditions and restrictions, and said buildings and improvements and all parts thereof are structurally safe and sound. To the best of Seller's knowledge, the building and improvements making up the Racetrack have been maintained to the date hereof and are in good condition except for ordinary wear and tear. To the best of Seller's knowledge, all such wear and tear is patent and there are no structural or latent defects in the Racetrack.

(u) Intentionally Omitted.

(v) Seller has received no notice from any other party pertaining to or challenging the right of Seller to use the Ancillary Intellectual Property Rights, and, to the best of Seller's knowledge, no act or omission has occurred, and no circumstance exists, that could give rise to any basis for such a claim. There are no pending or, to the best of Seller's knowledge, threatened interference proceedings or other contested proceedings with respect to pending Ancillary Intellectual Property Rights applications. Seller has not granted any licenses or other rights to use the Ancillary Intellectual Property Rights and has no obligation to grant licenses or other rights. Seller possesses all Ancillary Intellectual Property Rights necessary to conduct the Business as it is presently conducted.

(w) Neither Seller nor any Person claiming by or through Seller has received notice of any condemnation or zoning proceedings, or otherwise has knowledge of any plan, study or effort, which would affect the use and operation of the Property for its intended purpose.

(x) There are sufficient parking spaces in the parking areas available to the Business on the Property to comply with all applicable Laws and covenants, conditions and restrictions. Seller has not received any notice of any kind alleging that the amount and location of parking spaces available to the Business fail to comply with any applicable Law or covenant, condition or restriction.

(y) Seller currently has in effect insurance with respect to the Property of such types and in such amounts as are customarily maintained in the Sunland Park, New Mexico area, for similar property and, in any event, in such amounts that Seller shall not be deemed a co-insurer under any such policy.

(z) No judgment, order, injunction, decree or ruling of any court or governmental authority exists by which Seller, the Property or the Business are bound, or to which any of them are subject, which in any manner affects the operation of Business.

(aa) Seller has no knowledge of any violation of or current investigation with respect to any violation of any provision of any federal, state or other applicable Law applicable to the Business or the Property.

(ab) All deposits by or with Seller (other than outstanding chip and token liability), either as security, prepayment of rent or otherwise, are set forth in Exhibit 6.01(ab) attached hereto and incorporated herein by reference.

(ac) Seller (a) is not, and has not been, a party to, or negotiating, and has no obligations under, any agreement, collective bargaining or otherwise, with any party relating to the compensation or working conditions of any of Seller's employees with respect to the Business; (b) is not obligated under any agreement to recognize or bargain with any labor organization or union on behalf of its employees; (c) has no knowledge nor has any reasonable grounds to know, of any union organizational or representational activities underway among any of Seller's employees; and (d) has not been charged or threatened with a charge of any unfair labor practice with respect to the Business. There are no existing or threatened labor strikes, slowdowns, disputes, grievances or disturbances affecting or which might affect operations at, or deliveries from or into, the Property. No work stoppage against Seller or the Business is pending or threatened, and no such work stoppage has ever occurred.

(ad) There are no charges, administrative proceedings or formal complaints of discrimination (including, but not limited to, discrimination based upon sex, age, marital status, race, national origin, sexual preference, disability or veteran status) pending or, to Seller's best knowledge, threatened, or to Seller's best knowledge, any investigation pending or threatened before the Equal Employment

Opportunity Commission, the Immigration and Naturalization Service, or any federal, state or local agency or court.

(ae) Seller has delivered to Buyer or shall deliver to Buyer prior to Closing, a true and complete list showing the name, current annual compensation rate (including bonus and commissions), pay period, title, current base salary rate, accrued bonus, accrued sick leave, accrued severance pay and accrued vacation benefits of each present employee of the Business (segregating employees paid on other than an hourly basis); and any employee handbook(s).

(af) There are no benefit plans covering Seller's employees, except those listed in Exhibit 6.01(af) attached hereto and incorporated herein by reference, and complete and correct copies of such items have been delivered to Buyer or shall be delivered to Buyer prior to Closing.

(ag) All safe deposit boxes, and other boxes and lockers, located inside and outside of the Racetrack and containing elements of the Property, a description of the contents of such boxes and lockers, and the names of all persons authorized to have access thereto are set forth in Exhibit 6.01(ag) attached hereto and incorporated herein by reference.

(ah) Seller will deliver prior to the Closing, an inventory of all items of personal property that are part of the Property (the "PERSONAL PROPERTY INVENTORY"). The Personal Property Inventory is true, correct and complete inventory of all items of Property. The Personal Property Inventory is sufficient for the ordinary operation of the Business. There shall be no material change in the Personal Property Inventory between the date hereof and the Closing Date.

(ai) Seller has heretofor furnished Buyer with true, correct and complete copies of the unaudited income statement, balance sheet and statement of cash flows for the month ended August 31, 2000 (collectively, the "UNAUDITED FINANCIAL STATEMENTS"). Except as noted therein all of such financial statements and all other financial statements provided by Seller to Buyer, if any, are complete and correct, were prepared in accordance with GAAP, and present fairly in all material respect the financial position of Seller as of the dates thereof and the results of its operations and its cash flows for the periods therein indicated.

(aj) Since December 31, 1999, there have not been: (i) any changes in the Business' financial condition, assets, liabilities or business, other than changes in the ordinary course of business, none of which has been materially adverse, or (ii) any material damage, destruction, other casualty loss or forfeiture with respect to the Property (or assets which would, but for such damage, destruction, loss or forfeiture, comprise part of the Property), whether or not covered by insurance.

(ak) Neither Seller nor any Person constituting Seller is or has been a foreign person or, in the case of corporations, a U.S. real property holding corporation, as defined in Section 897 of the Code and Seller will deliver to Buyer at the Closing affidavit(s) under penalty of perjury and otherwise in the form and substance necessary to satisfy the requirements under the Code relating to withholding of a portion of the purchase price, stating the U.S. taxpayer identification number of each Person constituting Seller and that such Person is not a foreign person or U.S. real property holding corporation, as the case may be.

(al) Intentionally Omitted.

(am) Seller is not an "investment company" or an "affiliated person" thereof, as such terms are defined in the Investment Company Act of 1940 as amended, and the rules and regulations thereunder.

(an) Seller has not, directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property however characterized to any finder, agent, government official or other party, in the United States or any other country, in any manner related to the Business, which was illegal under any Law of the United States or of any other country having jurisdiction.

(ao) The Property, and any adjoining real property owned by Seller, are not in violation of, or subject to any existing, pending or, to the best of Seller's knowledge, threatened investigation by any governmental authority under, any of the Environmental Laws.

(ap) Seller has complied, and shall continue to comply, with all notice and reporting requirements applicable to the Property under the Environmental Laws.

(aq) Seller has never installed or used any underground storage tank (as defined in RCRA) or any above-ground storage tank for storing or dispensing any hydrocarbon on or at the Property, and to the best knowledge of Seller, there has never been an underground storage tank installed or used on or at the Property for such purposes.

(ar) Seller has never installed or used any transformer on the Property that contained PCB compounds, and to the best of Seller's knowledge, there are no and never have been any PCB compounds stored or used on the Property.

(as) There is no asbestos, asbestos containing material, or PCB compounds stored, used or present in, at or upon the Property.

(at) All environmental registrations, permits, licenses, certificates and approvals held by Seller and related to the Property are set forth on Exhibit 6.01(at) attached hereto and incorporated herein by reference.

(au) Seller has never used, generated, stored, treated, disposed, released, spilled or discharged any Hazardous Substance on, over or under the Property in violation of any Law, and to the best of Seller's knowledge, no one else has ever used, generated, stored, treated, disposed, released, spilled or discharged any Hazardous Substance on, over or under the Property, in violation of any Law.

(av) Seller has not received any notification of any asserted present or past failure by Seller, or any predecessor in interest, to comply with the Environmental Laws.

(aw) Seller shall have delivered to Buyer on or before the Closing Date true, correct and complete copies of all environmental site assessments and asbestos surveys with respect to the Property in Seller's possession or control, and all such assessments and surveys are set forth in Exhibit 6.01(aw) attached hereto and incorporated herein by reference.

(ax) The assets specified herein are the only assets required to conduct the Business and Seller is not currently using any other material assets in the conduct of the Business.

(ay) No Person other than Seller has any right to use any portion of the Property.

(az) To the best of Seller's knowledge without investigation, no representation or warranty by Seller, nor any statement, document or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby, contain or will contain any untrue

statement of a material fact, or omit or fail to state, or will omit or fail to state, any material fact necessary to make the statements contained therein not misleading.

(ba) At Closing, total current assets as described in the Company's August 31, 2000 balance sheet shall not be less than One Million One Hundred Sixty Nine Thousand Six Hundred Thirty Two And 51/100 Dollars ($1,169,632.51).

6.02. BUYER'S WARRANTIES. In addition to the other covenants, promises and warranties contained in other parts of this Agreement, Buyer hereby represents and warrants for the benefit of Seller as follows:

(a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite limited liability company power and authority to enter into and carry out its obligations under this Agreement.

(b) The execution, delivery and performance of this Agreement by the persons executing the same on behalf of Buyer have been duly and validly authorized (and by their execution hereof such persons individually represent and warrant that they are so authorized) and this Agreement and the other agreements and instruments contemplated hereby constitute legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.

(c) Other than approvals from the Gaming Authorities and approvals contemplated in Section 8.01(n), no consent, license, permit, order, approval or authorization of any governmental authority or private party is required in connection with the execution, delivery and performance of this Agreement by Buyer.

(d) The execution, delivery or performance of this Agreement will not, with or without the giving of notice and/or the passage of time (a) violate any provision of Law applicable to Buyer, or (b) conflict with or result in the breach or termination of, or constitute a default under or pursuant to, any indenture, mortgage or deed of trust, or any judgment, order, injunction, decree or ruling of any court or governmental authority, or any other agreement or instrument by which Buyer is bound or to which Buyer is subject.

6.03. INTENTIONALLY OMITTED.

6.04. CONTINUED VALIDITY. The representations and warranties contained herein shall be true and correct as of the date of the execution hereof, or such other date as specified herein, and as of the Closing and shall not survive the Closing (except for Section 6.01(ai) which shall survive for a period of two (2) years following the Closing Date), and investigation at any time made by or on behalf of Buyer or Seller.

SECTION 7 - INTENTIONALLY DELETED

SECTION 8 - CONDITIONS PRECEDENT TO CLOSING AND TERMINATION

8.01. BUYER'S CONDITIONS. All of the obligations of Buyer hereunder are subject to the satisfaction prior to or at the Closing, or on or before the date indicated in this Agreement, as the case may be, of each of the following conditions (collectively, the "BUYER'S CONDITIONS PRECEDENT"), subject to no reservations, restrictions, conditions or limitations unsatisfactory to Buyer:

(a) All conditions precedent to Buyer's obligations provided for in any other section of this Agreement have been satisfied.

(b) Seller shall have obtained all approvals necessary to transfer all gaming devices constituting a portion of the Property to Buyer.

(c) There shall not have occurred any material adverse change since the date hereof in the Business, the Property or results of operations of the Business.

(d) There shall not have been enacted any environmental, building, fire, safety or other Law which requires or will require any modifications to the Property which were not required or complied with as of the date hereof.

(e) Seller shall have given all notices to governmental authorities and other third parties required to be given by it in connection with the transactions contemplated by this Agreement under any license, permit, authorization, franchise, loan, note, mortgage, indenture, bond, or other agreement or instrument.

(f) The representations and warranties of Seller contained in this Agreement shall be true as of the Closing Date (provided that any representation and warranty made as of a specific date shall be true and correct as of such specific date) as though such representations and warranties were made at such time.

(g) Seller shall have performed and complied with all terms, covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

(h) No action shall have been brought by any governmental agency, and remain undismissed, alleging the illegality, invalidity of, or seeking to enjoin the transactions contemplated hereby.

(i) Seller shall have delivered to Buyer such documentary and other evidence as Buyer or Escrow Agent may reasonably require evidencing the authority of the person or persons who are executing this Agreement, or any other document in connection with this Agreement, on behalf of Seller.

(j) Since the date of this Agreement there shall have been no change in any applicable Law that makes it illegal for any party hereto to perform its obligations hereunder.

(k) Seller shall have arranged for the transfer of the telephone numbers associated with the Business to Buyer effective as of the Closing Date. Seller shall have paid to the telephone company all charges or fees due as of the Closing Date when requested by the telephone company to allow Buyer to obtain the telephone numbers at the minimum cost to Buyer.

(l) All consents, approvals, authorizations, estoppel and other certificates, and agreements of any third party required for, or reasonably requested by Buyer in connection with, the consummation of the transactions contemplated hereby shall have been delivered to Buyer.

(m) Seller shall have delivered to Buyer the instruments, documents, certificates and opinions described herein, including, without limitation, the items described in Section 14.02.1.

(n) If applicable, Section 7A of the Clayton Act, 15 U.S.C. ss. 18A and the rules promulgated thereunder as set forth at 16 CFR ss.ss. 801 to 803 shall have been complied with and all waiting periods required thereby, including extensions thereof, shall have either expired without adverse comment or been previously terminated.

(o) Intentionally Omitted.

8.02. SELLER'S CONDITIONS. All of the obligations of Seller hereunder are subject to the satisfaction prior to or at the Closing, or on or before the date indicated in this Agreement, as the case may be, of each of the following conditions (collectively, the "SELLER'S CONDITIONS PRECEDENT"), subject to no reservations, restrictions, conditions or limitations unsatisfactory to Buyer:

(a) All conditions precedent to Seller's obligations provided for in any other section of this Agreement have been satisfied.

(b) Seller shall have obtained all approvals necessary to transfer all gaming devices constituting a portion of the Property to Buyer.

(c) The representations and warranties of Buyer contained in this Agreement shall be true as of the Closing Date as though such representations and warranties were made at such time.

(d) Buyer shall have performed and complied with all terms, covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

(e) No action shall have been brought, and remain undismissed, alleging the illegality, invalidity of, or seeking to enjoin the transactions contemplated hereby.

(f) Buyer shall have delivered to Seller such documentary and other evidence as Seller or Escrow Agent may reasonably require evidencing the authority of the person or persons who are executing this Agreement, or any other document in connection with this Agreement, on behalf of Buyer.

(g) Since the date of this Agreement there shall have been no change in any applicable Law that makes it illegal for any party hereto to perform its obligations hereunder.

(h) Buyer shall have delivered to Seller the instruments, documents and certificates described herein, including, without limitation, the items described in Section 14.02.2.

(i) If applicable, Section 7A of the Clayton Act, 15 U.S.C. ss. 18A and the rules promulgated thereunder as set forth at 16 CFR ss.ss. 801 to 803 shall have been complied with and all waiting periods required thereby, including extensions thereof, shall have either expired without adverse comment or been previously terminated.

(j) The transaction contemplated by that certain Stock Purchase Agreement dated as of even date herewith by and among Anchor, Fulton, and certain other parties thereto shall have been consummated and shall be in full force and effect.

8.03. COOPERATION. Seller and Buyer shall use reasonable efforts to obtain the consent, approval or agreement of each Person whose consent or approval shall be required to consummate the transactions

contemplated hereby. Seller and Buyer shall also render each other their full and complete cooperation in satisfying the Buyer's Conditions Precedent and the Seller's Conditions Precedent.

8.04. TERMINATION.

(a) In the event of failure of any Buyer's Condition Precedent, if Buyer so elects by notice to Seller, this Agreement shall cease and terminate and be of no further force or effect and neither party shall have any rights against the other by reason of this Agreement and/or such termination.

(b) In the event of failure of any Seller's Condition Precedent, if Seller so elects by notice to Buyer, this Agreement shall cease and terminate and be of no further force or effect and neither party shall have any rights against the other by reason of this Agreement and/or such termination.

(c) In the event the Closing shall not have occurred on or before June 30, 2001, then either Buyer or Seller may elect to terminate this Agreement by notice to the other party. Upon receipt of a notice of election to terminate this Agreement pursuant to this Section 8.04 (c) from Buyer or Seller, as the case may be, this Agreement shall cease and terminate and be of no further force or effect and neither party shall have any rights against the other by reason of this Agreement and/or such termination.

(d) Buyer or Seller may also terminate this Agreement if the Stock Purchase Agreement is terminated or otherwise of no further force or effect by providing the other party with notice of its intention to do so. Upon receiving a notice of election to terminate this Agreement pursuant to this
Section 8.04 (d) from Buyer or Seller, as the case may be, this Agreement shall cease and terminate and be of no further force or effect and neither party shall have any rights against the other by reason of this Agreement and/or such termination.

(e) The termination rights of Buyer under this Section 8.04 are in addition to the termination rights of Buyer under Section 12 (risk of loss) and Section 25 (exhibits). Notwithstanding anything to the contrary in this Section 8.04, in the event of a default, the defaulting party shall remain liable for all damages resulting from such default, including, but not limited to, the other party's costs and expenses (including, but not limited to, reasonable attorneys' fees) in connection with the negotiation of this Agreement and related investigations and closing preparation. Upon any election by Buyer or Seller to terminate this Agreement pursuant to this Section 8.04, Seller shall cause Anchor to immediately pay to Fulton all interest accrued under the Note and otherwise repay the Note pursuant to its terms.

8.05. SPECIFIC PERFORMANCE. Seller acknowledges that the transactions contemplated by this Agreement are unique and there is no adequate remedy at law if Seller should fail to perform any of its obligations hereunder. In addition to any other rights or remedies Buyer may have, Buyer shall have the right to obtain specific performance of the obligations of Seller hereunder, with appropriate abatements or adjustments in the Purchase Price should Seller be unable to tender all portions of the Property and/or otherwise fulfill its obligations hereunder. Nothing contained herein shall preclude Buyer at its election from seeking monetary damages.

8.06. WAIVER OF CONDITION. Any and all terms, covenants, conditions, representations and warranties contained herein for the benefit of Buyer, including, but not limited to, the Buyer's Conditions Precedent and Seller's representations and warranties, may be waived by Buyer in its sole and absolute discretion, in whole or in part, absolutely or conditionally; provided, however, that Buyer's decision to close despite Seller's breach of any covenant, warranty or representation shall not release Seller from any liability therefor. Any and all terms, covenants, conditions, representations and warranties contained herein for the

benefit of Seller, including, but not limited to, the Seller's Conditions Precedent and Buyer's representations and warranties, may be waived by Seller in its sole and absolute discretion, in whole or in part, absolutely or conditionally.

SECTION 9 - CONDUCT OF BUSINESS PENDING CLOSING

9.01. CONDUCT OF BUSINESS. Seller covenants that prior to the Closing:

(a) Seller shall operate the Business in the ordinary course and only in the ordinary course.

(b) Seller shall not enter into any contract or lease that will bind Buyer, the Property or the Business after the first anniversary of the date hereof. In addition, Seller shall not, without the prior written consent of Buyer, which consent Buyer shall not unreasonably withhold, enter into any other contract or lease that will bind Buyer, the Property or the Business after the Closing, or modify, extend or terminate any existing Assigned Contract. All insurance policies with respect to the Business shall be maintained in full force and effect except that if Buyer does not elect to assume the same they may be terminated at the Closing.

(c) Seller will not waive any rights of material value which are included in the Property.

(d) Seller will not sell or otherwise dispose of any asset which constitutes a portion of the Property, except Inventory sold in the ordinary course of business.

(e) Without making any commitment on Buyer's behalf, Seller shall preserve the Property and maintain it in the same condition as of the date of this Agreement, reasonable wear and tear excepted; provided, however, that the foregoing exception shall not relieve Seller from the obligation to make repairs and otherwise maintain the Property in accordance with good management practice. Seller shall also keep its business organization at the Business substantially intact, shall use reasonable efforts to keep available to Buyer the services of present employees at the Business and shall use reasonable efforts to preserve for Buyer the good will of suppliers, customers and others having business relations with Seller in connection with the Business or otherwise serving the Business.

(f) Seller shall not adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, plan, fund or other arrangement for the benefit or welfare of any employee (provided that this covenant shall not be deemed to preclude Seller from giving bonuses and promotions to employees at the Business in accordance with practices current as of the date hereof).

(g) Seller shall not make any representation to any employee of Seller that is inconsistent with or contrary to the provisions of this Agreement.

(h) Intentionally Omitted.

(i) No change will be made affecting the banking and safe deposit box arrangements of the Business without Buyer's prior written approval, which approval Buyer shall not unreasonably withhold.

(j) No indebtedness shall be incurred with respect to the Property or the Business nor shall any lien, mortgage, deed of trust, security interest or other encumbrance be created or suffered with respect thereto or any portion thereof other than, in each case, in the ordinary course of business.

(k) All business and financial records of the Business shall be maintained in accordance with practices current on the date hereof.

(l) Seller shall provide Buyer with copies of all material gaming financial reports, if any, filed by Seller with respect to the Business with the State of New Mexico and the State of Texas (if any) and/or local gaming authorities between the date hereof and the Closing Date.

(m) Seller shall, in the event of a spill or other release of Hazardous Substances on or at the Property between the date hereof and the Closing Date, give Buyer a copy of any notice or report filed with any and all governmental agencies relating to such spill or release concurrently with such agency filings. Seller shall promptly forward to Buyer copies of all correspondence, orders, notices, permits, applications or other communications and reports in connection with any such event or any other matter relating to Environmental Laws as they may affect the Property.

(n) Seller will use reasonable efforts to prevent the occurrence of any spill, release, discharge or other disposal of Hazardous Substances at, upon or under the Property or any contiguous real property in violation of any Law.

SECTION 10 - EMPLOYER AND EMPLOYEE BENEFIT MATTERS

10.01. PERSONNEL. Buyer hereby convenants and agrees that he shall employ all individuals of Seller on Seller's active payroll, on lay-off status or on leave of absence as of the Closing Date, on substantially the same terms and conditions as such individuals are employed by Seller as of such date. Without limiting the generality of the foregoing, Buyer shall provide all such individuals employed by Seller with benefit plans substantially similar to those provided to such individuals by Seller as of the Closing Date.

SECTION 11 - OTHER OBLIGATIONS

11.01. ACCESS. Buyer and Buyer's counsel, accountants and other representatives shall have full access during normal business hours throughout the period prior to the Closing to the Business, the Property, and all books, contracts, commitments and records with respect to the Business, shall be able to consult with any and all Seller's employees, and, except as otherwise expressly provided in this Section 11.01, Seller's accountants and other advisors and consultants, regarding the Business, and shall be furnished during such period with all such information concerning the Business and the Property as Buyer may reasonably request. In connection therewith, Buyer and its representatives shall be entitled to make tests and surveys and disturb the soil; provided, however, that before undertaking any Phase II investigation, Buyer shall deliver to Seller the results of any Phase I investigation conducted by Buyer with respect to the Property and shall consult in good faith with Seller with respect to the results of the Phase I investigation and any proposed Phase II investigation. Buyer shall use reasonable efforts to minimize any interference with the operation of the Business resulting from, and shall repair any damage to the Property caused by, the exercise of its rights under this
Section 11.01.

11.02. PERMITS AND APPROVALS. Seller covenants and agrees to promptly furnish to Buyer all information and data in Seller's possession, under Seller's control or to which Seller has access reasonably

requested by Buyer in order to assist Buyer to secure the permits, licenses and approvals contemplated by this Agreement.

11.03. LITIGATION; CLAIMS. Each party covenants and agrees to promptly notify the other of any claim, action, suit, proceeding or investigation which is commenced or threatened and becomes known to either of them between the date hereof and the Closing relating to or affecting the Business, the Property or this Agreement.

11.04. OBSERVERS. Subject to any required approval of any Gaming Authority, Buyer shall have the right, prior to Closing, to place its agents in the Business for the purpose of observing the conduct of the Business. Buyer agrees that such agents shall not interfere with the normal operation of the Business prior to Closing.

11.05. NO CONTROL. Prior to the Closing Date, Buyer shall not directly or indirectly control, super vise, direct or interfere with, or attempt to control, supervise, direct or interfere with, the Business. Until the Closing Date, the operations and affairs of the Business are the sole responsibility of and (subject to the provisions of Section 9) under Seller's complete control.

11.06. CERTIFICATES OF INSPECTION. Prior to the Closing, upon Buyer's request, Seller will use its commercially reasonable efforts and diligence to deliver to Buyer full, correct and complete copies of certificates of inspection bearing a date not more than thirty (30) days prior to the Closing with respect to the Premises from any county (or any similar local governing authority) departments or other similar divisions, including without limitation, fire, building and safety, and health.

11.07. NOTICES OF GOVERNMENTAL ACTION. Prior to the Closing, Seller shall provide Buyer with written notice of any zoning proceedings which would materially and adversely affect the use and operation of the Premises as it is currently used and operated, including, but not limited to, any action which could cause any portion of the Property or Business to become a non-conforming use, of which Seller receives notice or of which Seller has knowledge after the date hereof.

11.08. GAMING PROCEDURES. If necessary, the parties shall prepare a detailed closing memorandum and submit it to the Gaming Authorities with sufficient time to allow their review and approval prior to the Closing Date.

11.09. FINANCIAL STATEMENTS.

(a) Within thirty (30) days of the date hereof, Seller shall furnish Buyer with a certificate of the chief financial officer of Seller certifying to Buyer that the Unaudited Financial Statements present fairly the financial position of Seller as of the dates thereof and the results of its operations and its cash flows for the periods therein indicated.

(b) As soon as reasonably practicable, but in any event within sixty (60) days of the date hereof, Seller shall furnish Buyer with copies of unaudited statements of income and unaudited statements of cash flow for the fiscal quarters ending March 31, 2000 and June 30, 2000. In addition, within thirty (30) days after the close of each other fiscal quarter in the year 2000, Seller shall furnish Buyer with copies of an unaudited statement of income and unaudited statement of cash flow for such fiscal quarter (together with the financial statements described in the preceding sentence, the "YEAR 2000 QUARTERLY FINANCIAL STATEMENTS"). Each Year 2000 Quarterly Financial Statement shall be accompanied by a certificate of the chief financial officer of Seller certifying to Buyer that such Year 2000 Quarterly Financial Statement

presents fairly the financial position of Seller as of the dates thereof and the results of its operations and its cash flows for the periods therein indicated.

11.10 FEASIBILITY PERIOD. Buyer may conduct appropriate feasibility studies (the "FEASIBILITY STUDIES") with respect to the Property, including, without limitation, soil studies, physical site inspections, review of zoning, utilities and drainage, an environmental audit, and marketability and economic studies. The Feasibility Studies shall be completed on or before June 30, 2001 (the "FEASIBILITY PERIOD"). If Buyer believes, in its sole and absolute discretion, that on the basis of any matter disclosed by the Feasibility Studies, or based on any documents, reports, studies, information or other matters available to Buyer, that the Property is not completely suitable for Buyer's purposes, Buyer shall be entitled to terminate this Agreement by written notice to Seller at any time on or before the expiration of the Feasibility Period. Upon Seller's receipt of such notice from Buyer, this Agreement shall cease and terminate and be of no further force or effect, neither party shall have any rights against the other by reason of this Agreement and/or such termination, and Seller shall cause Anchor to pay to Fulton, within one (1) week of said termination, all interest accrued under the Note and otherwise repay the Note pursuant to its terms.

SECTION 12 - RISK OF LOSS

In the event of destruction, damage or condemnation of all or any portion of the Property, Seller shall promptly notify Buyer. If Buyer notifies Seller in writing within twenty (20) days of such notice from Seller of Buyer's election to terminate this Agreement, this Agreement shall cease and terminate and be of no further force or effect and neither party shall have any rights against the other by reason of this Agreement and/or such termination, and Seller shall cause Anchor to immediately pay to Fulton all interest accrued under the Note and otherwise repay the Note pursuant to its terms. If Buyer does not elect to terminate this Agreement, Seller shall assign any and all insurance or condemnation proceeds to Buyer. This Section 12 is intended as an express provision with respect to destruction and condemnation which supersedes the provisions of any law that would otherwise pertain.

SECTION 13 - ESCROW

Concurrently with the execution hereof, Buyer and Seller may open an escrow with an escrow company and agent to be mutually agreed upon by Buyer and Seller (the "ESCROW AGENT") by delivery of a fully executed copy of this Agreement to Escrow Agent. This Agreement shall constitute joint escrow instructions to Escrow Agent. In addition, Seller and Buyer agree to execute and be bound by such other reasonable and customary escrow instructions as may be necessary or reasonably required by Escrow Agent or the parties hereto in order to consummate the purchase and sale described, provided that such escrow instructions are consistent with the terms hereof. The Premises shall be conveyed at the Closing through escrow. The other Property shall be conveyed at the Closing outside of escrow, all in accordance with the terms and provisions of this Agreement. Seller and Buyer hereby designate Escrow Agent as the "Reporting Person" for this transaction pursuant to Section 6045(e) of the Code.

SECTION 14 - CLOSING

14.01. CLOSING DATE. The Closing shall be as provided in this Section 14 and shall occur at the offices of Lionel Sawyer & Collins, 1700 Bank of America Plaza, 300 South Fourth Street, Las Vegas, Nevada, 89101, at 10:00 a.m. on the Business Day that is the thirtieth (30th) Business Day after the Outside

Buyer License Date (the "CLOSING DATE"). Upon the Closing, the Closing shall, for all purposes under this Agreement, be deemed to have occurred as of the Closing Date. The matters and deliveries hereafter described in this Section 14 shall be deemed accomplished concurrently.

14.02. CLOSING DELIVERIES.

14.02.1 At the Closing, Seller shall deliver to Buyer the following in a form reasonably satisfactory to Buyer: (a) a grant, bargain and sale deed conveying the Premises to Buyer subject only to the Permitted Title Exceptions, which deed shall not require Seller to make any representation and warranty other than those set forth herein or provided for the survival of any such representation and warranty for any period longer than as set forth herein.

(b) an assignment of the Assigned Contracts;

(c) a bill of sale conveying the Personal Property to Buyer, together with an assignment of the Warranties, which bill of sale shall not require Seller to make any representations and warranties other than those set forth herein or provided for the survival of any such representation or warranty for any period longer than as set forth herein;

(d) assignments of the Ancillary Intellectual Property Rights;

(e) the originals or reasonably satisfactory copies of the Assigned Contracts and the Warranties;

(f) title certificates to all vehicles included in the Personal Property;

(g) a written statement by Seller certifying to Buyer that all of Seller's representations and warranties contained herein are deemed remade as of the Closing Date;

(h) such other agreements, notices, opinions, warranties, certificates or other instruments as may be required hereunder; and

(i) assignments of the licenses, trademarks or service marks relating to the Ancillary Intellectual Property Rights and all licensing agreements relating thereto, the books and records of the Business, and the plans and specifications for the Property (if in the Seller's possession), except to the extent previously delivered to Buyer or at the Racetrack at the Closing.

14.02.2. At the Closing, Buyer shall deliver the following to Seller:

(a) the cancelled Note; and

(b) an assumption by Buyer of Seller's liability under the Assigned Contracts accruing after the Closing, which assumption shall be in a form reasonably satisfactory to Seller.

14.02.3. At the Closing, Escrow Agent shall deliver the Title Policy as required pursuant to Section 4.

14.02.4. At the Closing, any monies required to be paid by either party at such time pursuant to Section 3.02 shall be delivered to the party entitled to receive the same.

14.03. TRANSFER OF POSSESSION. Possession of the Property shall be delivered to Buyer as of midnight on the Closing Date.

(a) To the extent applicable, the transfer of possession shall be pursuant to the closing memorandum approved by the Gaming Authorities.

(b) If applicable, Buyer and Seller shall confirm the amount of customer front money on deposit in the cages at the Racetrack as of midnight on the Closing Date ("CUSTOMER FRONT MONEY"), and identify what Persons are entitled to what portions of such Customer Front Money. After the Closing, all Customer Front Money shall be kept in the cages at the Racetrack without cost to Buyer. Buyer shall distribute Customer Front Money only to the Persons and only in the amounts determined as provided in the first sentence of this Section
14.03(c). Seller shall remain solely responsible and liable for all claims for front money allegedly deposited at the Racetrack prior to the Closing, except for claims in the amounts and from the Persons identified pursuant to this
Section 14.03(c).

14.04. EXPENSES. Buyer and Seller shall each pay one-half (1/2) of any sales and use taxes imposed on the transfer of personal property hereunder. Seller shall pay the portion of the premium charged in connection with any title insurance premiums or policy which would be charged if a CLTA Standard Coverage Policy were issued, and Buyer shall pay the remaining portion of the premium charged for any title insurance premium or title policy, including, any endorsements to such insurance or policy requested by Buyer. Any other fees, costs or expenses related to the Closing shall be split and paid by the parties as is customary in the relevant jurisdiction(s).

14.05. INTENTIONALLY OMITTED.

14.06. FURTHER ASSURANCES. It is the intent of this Agreement that Seller shall at the Closing convey to Buyer all property related to the Business or the Property or necessary in order to operate the Business in the manner in which it is currently being operated except as provided in Section
2.02. Seller agrees that at the Closing and any time thereafter, upon request of Buyer, Seller shall execute, acknowledge and deliver to Buyer such deeds, assignments, conveyances, transfers and other instruments and documents and perform such acts as Buyer shall from time to time require for the better perfecting, assuring, conveying, assigning, transferring and confirming unto Buyer the property and rights herein conveyed or assigned or intended now or hereafter so to be.

SECTION 15 - INDEMNIFICATION

15.01. SELLER INDEMNIFICATION. Seller covenants and agrees to indemnify and save and hold Buyer harmless at all times after the Closing in respect of any and all liabilities, actions, suits, damages, losses, diminution in value, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, whether known or unknown, disclosed or undisclosed, arising from, by reason of or in connection with:

(a) the Property and accruing prior to or on the Closing, including, but not limited to, liabilities accruing prior to or on the Closing under the Assigned Contracts;

(b) any obligation of Seller not assumed by Buyer pursuant hereto; and

(c) any misrepresentation (other than inaccuracies of the statements contained in Section 6.01), or nonfulfillment of any agreement on the part of Seller under this Agreement.

15.02. BUYER INDEMNIFICATION. Buyer covenants and agrees to indemnify and save and hold Seller harmless at all times after the closing in respect of any and all liabilities, actions, suits, damages, losses, diminution in value, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, whether known or unknown, disclosed or undisclosed, arising from, by reason of or in connection with:

(a) the Property and accruing after the Closing, including, but not limited to, liability accruing on or after the Closing under the Assigned Contracts; and

(b) any misrepresentation (other than inaccuracies of statements contained in Section 6.02), nonfulfillment of any agreement on the part of Buyer under this Agreement.

15.03. SCOPE OF INDEMNIFICATION. The indemnifications provided in Sections 15.01 and 15.02 are not limited to third party claims but include damages, losses and expenses incurred or sustained by the indemnified party in the absence of third party claims.

15.04. INDEMNIFICATION CLAIMS. The indemnified party shall provide the indemnifying party notice of any such claims of liability with reasonable promptness and the indemnifying party, at its election, shall have the right of defense in such proceedings, by counsel of its own choosing, at the indemnifying party's expense. The indemnified party shall cooperate fully in all respects with the indemnifying party in any such defense, including, without limitation, by making available to the indemnifying party all pertinent information under G:\USER\LSF\02988.034\NUEVOSOL V4.wpd 9/22/2000 the control of the indemnified party. If the indemnifying party does not notify the indemnified party within ten (10) days of the indemnified party's notice to the indemnifying party of a potential claim that the indemnifying party will defend the same, or should the indemnifying party fail to file any answer or other pleading at least five (5) days before the same is due, then the indemnified party may defend or settle such claim or action at the indemnifying party's sole cost and expense in such manner as the indemnified party deems appropriate, in its sole discretion. If the indemnifying party does timely notify the indemnified party of the indemnifying party's election to defend, then the indemnifying party may defend, but not settle, a claim without waiving its right to assert that such claim is not subject to the indemnity agreements in this Section 15. If the indemnifying party elects to defend a claim, the indemnified party may, at the indemnified party's expense, participate in such matter with counsel of the indemnified party's own choosing; provided, however, if the named parties to such proceeding include both the indemnifying party and the indemnified party and representation of the indemnifying party and the indemnified party by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interest between them, then the fees and expenses of the indemnified party's counsel shall be paid by the indemnifying party.

SECTION 16 - BROKERAGE FEES

Each of the parties hereto represents and warrants to the other that it has not entered into any agreement for the payment of any fees, compensation or expenses to any person, firm or corporation in connection with the transactions provided for herein, and each agrees to indemnify and hold and save the other harmless from any such fees, compensation or expenses which may be suffered by reason of any such agreement or purported agreement by the indemnifying party.

SECTION 17 - NOTICES

17.01. METHOD. Any and all notices and demands by any party hereto to any other party or Escrow Agent, required or desired to be given hereunder shall be in writing and shall be validly given or made only if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, if made by Federal Express or other similar courier service keeping records of deliveries and attempted deliveries or when served by telecopy or similar facsimile transmission. Service by mail or courier shall be conclusively deemed made on the first Business Day delivery is attempted or upon receipt, whichever is sooner. Facsimile transmissions received during business hours during a Business Day shall be deemed made on such Business Day. Facsimile transmissions received at any other time shall be deemed received on the next Business Day.

17.02. SELLER'S ADDRESS. Any notice or demand to Seller shall be addressed to Seller at c/o Anchor Gaming, 815 Pilot Road, Suite B, Las Vegas, Nevada 89119, Telecopy No. (702) 896-6221.

17.03. BUYER'S ADDRESS. Any notice or demand to Buyer shall be addressed to Buyer at 815 Pilot Road, Suite B, Las Vegas, Nevada 89119, Telecopy No. (702) 896-6221, Attn: Stanley E. Fulton, with a copy to Lionel Sawyer & Collins, 300 South Fourth Street, Suite 1700, Las Vegas, Nevada 89101, Telecopy No. (702) 383-8845, Attn.: Anthony N. Cabot, Esq.

17.04. INTENTIONALLY OMITTED.

17.05. CHANGE OF ADDRESS. The parties and Escrow Agent may change their address for the purpose of receiving notices or demands as herein provided by a written notice given in the manner aforesaid to the others, which notice of change of address shall not become effective, however, until the actual receipt thereof by the others.

SECTION 18 - CONSTRUCTION

The internal laws of the State of Nevada applicable to contracts made and wholly performed therein shall govern the validity, construction, performance and effect of this Agreement.

SECTION 19 - BINDING EFFECT

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. It is specifically agreed that Buyer may assign, transfer or convey any or all of its rights and obligations hereunder to any Person whomsoever; provided, however, that in the event of such assignment, transfer or conveyance, Buyer shall not be released from its obligations pursuant to this Agreement, unless agreed to in writing by Buyer and Seller. Except as specifically provided above in this Section 19, this Agreement is not intended to, and shall not, create any rights in any Person whomsoever except Buyer and Seller.

SECTION 20 - PARTIAL INVALIDITY

If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all terms, provisions, covenants and conditions of this Agreement, and all applications thereof, not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated

thereby, provided that the invalidity, voidness or unenforceablity of such term, provision, covenant or condition (after giving effect to the next sentence in this Section 20) does not materially impair the ability of the parties to consummate the transactions contemplated hereby. In lieu of such invalid, void or unenforceable term, provision, covenant or condition, there shall be added to this Agreement a term, provision, covenant or condition that is valid, not void and enforceable and is as similar to such invalid, void or unenforceable term, provision, covenant or condition as may be possible.

SECTION 21 - ENTIRE AGREEMENT

This Agreement, the Ourway Assignment, and the Anchor Documents, constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior agreements, representations and understandings of the parties, including, without limitation, any "letter of intent," "letter of understanding," or similar document. No addition to or modification of this Agreement shall be binding unless executed in writing by all the parties. Except as may be otherwise provided in this Agreement, no waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing executed by the party making the waiver.

SECTION 22 - ATTORNEYS' FEES

In the event any action is commenced by either party against the other in connection herewith, including, but not limited to, any bankruptcy proceeding, the prevailing party shall be entitled to its costs and expenses, including reasonable attorneys' fees, whether or not the action is reduced to judgment.
SECTION 23 - TIME OF ESSENCE

Time is of the essence of this Agreement and all of the terms, provisions, covenants and conditions hereof.

SECTION 24 - INTERPRETATION

24.01. CAPTIONS. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference to this Agreement and in no way whatsoever define, limit or describe the scope or intent of this Agreement, nor in any way affect this Agreement.

24.02. PRONOUNS. Personal pronouns shall be construed as though of the gender and number required by the context, and the singular shall include the plural and the plural the singular as may be required by the context.

24.03. NO PARTY DEEMED DRAFTER. The parties agree that neither party shall be deemed to be the drafter of this Agreement and that in the event this Agreement is ever construed by a court of law or equity, such court shall not construe this Agreement or any provision hereof against either party as the drafter of the Agreement. Seller and Buyer, and each of them, acknowledging that both parties hereto have contributed substantially and materially to the preparation hereof.

24.04. NO LIMITATION. No specific warranty, representation, covenant or condition contained herein shall be deemed to modify or limit any general warranty, representation, covenant or condition.

SECTION 25 - EXHIBITS

The parties have agreed to execute and deliver this Agreement prior to the preparation, review and acceptance by each of them of the Exhibits to this Agreement (the "OPEN EXHIBITS"), to this Agreement. Promptly after such execution and delivery, Seller agrees to prepare such Open Exhibits and to deliver them to Buyer for review and acceptance. Buyer and Seller will cooperate fully in connection with preparing the Open Exhibits. Such Open Exhibits will be deemed part of this Agreement and incorporated herein only upon their written acceptance by Buyer and Seller. In so proceeding, each of the parties agrees to proceed reasonably and in good faith, keeping in mind the purposes, risks, benefits and other provisions of this Agreement. Because Buyer has not had an opportunity to review fully the Open Exhibits as at the date of this Agreement, Buyer shall have a period of thirty (30) Business Days from the delivery of such Open Exhibits in which to accept or reject such Open Exhibits. If Buyer rejects any of such Open Exhibits or the parties hereto do not agree in writing to approve the Open Exhibits by the Closing, such parties may terminate this Agreement by written notice thereof to the other party to this Agreement, in which case, no party shall have any obligations or liabilities in respect of this Agreement. Upon any election by Buyer or Seller to terminate this Agreement pursuant to this Section 25, Seller shall cause Anchor to immediately pay to Fulton all interest accrued under the Note and otherwise repay the Note pursuant to its terms.

SECTION 26 - COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same Agreement. Any signature page of this Agreement may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature pages.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

BUYER:   My Way Holdings, LLC
         a Nevada limited liability company


         By:
            ------------------------------
         Name: Stanley E. Fulton
         Its:  Manager


SELLER:  NUEVO SOL TURF CLUB, INC.
         a New Mexico corporation


         By:
              -----------------------------
         Name:
              -----------------------------
         Its:
              -----------------------------

                                LIST OF EXHIBITS

Exhibit 1             -    Legal Description of Premises

Exhibit 4             -    Permitted Title Exceptions

Exhibit 5.01          -    Assigned Contracts

Exhibit 6.01(f)       -    Development Matters

Exhibit 6.01(i)       -    Transferable Certificates, Permits and Licenses

Exhibit 6.01(j)       -    Building Plans and Engineering Reports

Exhibit 6.01(n)       -    Written Contracts and Oral Contracts

Exhibit 6.01(ab)      -    Deposits

Exhibit 6.01(af)      -    Benefit Plans

Exhibit 6.01(ag)      -    Safe Deposit Boxes

Exhibit 6.01(at)      -    Environmental Registrations, Permits Licenses, Certificates and Approvals

Exhibit 6.01(aw)      -    Environmental Site Assessments and Asbestos Surveys

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of September ____, 2000, among ANCHOR GAMING, a Nevada corporation (the "COMPANY"), and severally each of the stockholders of the Company listed on Exhibit A hereto (each a "FULTON PARTY" and collectively, the "FULTON PARTIES").

WHEREAS, each Fulton Party is the record and beneficial owner of a certain number of shares of common stock, par value $.01 per share, of the Company (the "COMMON STOCK") set forth next to such Fulton Party's name on Exhibit A hereto (collectively, the "SHARES");

WHEREAS, subject to the terms and conditions specified herein, each of the Fulton Parties severally wishes to sell to the Company, and the Company wishes to purchase from the Fulton Parties, the Shares;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, the Company and each of the Fulton Parties severally and not jointly agrees as follows:

1. PURCHASE AND SALE OF SHARES. Upon the terms and subject to the conditions set forth in this Agreement, each of the Fulton Parties agrees to sell (or cause to be sold) to the Company, and the Company agrees to purchase from the Fulton Parties, the Shares set forth next to such Fulton Party's name on Exhibit A hereto for the Per Share Purchase Price (as hereafter defined).

The "Per Share Purchase Price" shall be $66.60 per share if the Closing (as defined in Section 2) is on or before October 16, 2000. If the Closing does not occur on or before October 16, 2000, but occurs on or before November 6, 2000, the Per Share Purchase Price shall be increased daily by an amount equal to six and one-half percent (6 1/2 %) per annum simple interest based on a 360 day year, calculated daily beginning October 16, 2000 until the Closing Date for each day the Closing is extended. If the Closing does not occur on or before November 6, 2000, the Per Share Purchase Price shall be increased daily by an amount equal to twelve percent (12%) per annum simple interest based on a 360 day year, calculated daily for each day the Closing is extended after November 6, 2000 until the Closing Date.

2. CLOSING; DELIVERIES. The closing of the purchase and sale of the Shares (the "CLOSING") shall occur at the offices of Lionel Sawyer & Collins or such other location as the parties hereto may mutually agree. Unless this Agreement is earlier terminated pursuant to Section 7.1., the Closing shall take place as promptly as practicable, but no later than five business days following satisfaction or waiver of the conditions set forth in Section 6.

At the Closing,

(i) each Fulton Party shall deliver (or cause to be delivered) to the Company the stock certificates evidencing the Shares set forth opposite such Fulton Party's name on Exhibit A hereto that are represented by stock certificates, duly executed or accompanied by stock power(s) duly endorsed in blank and shall cause the non-certificated Shares set forth opposite such Fulton Party's name on Exhibit A hereto that are held in the accounts indicated on Exhibit A, if any, to be transferred by book entry to the account of the Company.

(ii) the Company shall pay to each Fulton Party an amount equal to the product of (x) the Per Share Purchase Price MULTIPLIED BY (y) the number of Shares that are being sold to the Company pursuant to this Agreement. With respect to each of the Fulton Parties other than Stanley E. Fulton, such amount shall be payable by wire transfer in immediately available funds to an account or accounts designated at least two business days prior to the Closing Date by such Fulton Party in writing to the Company. With respect to Stanley E. Fulton, a portion of such amount shall be payable by the Notes (as hereafter defined), which Notes shall be executed and delivered at the Closing, and the balance shall be payable by wire transfer in immediately available funds to an account or accounts designated at least two business days prior to the Closing Date by Stanley E. Fulton in writing to the Company. Stanley E. Fulton agrees that he will, in connection with his receipt of the Notes, execute for the benefit of the Company's senior lenders and purchasers of any debt securities issued to finance the transactions contemplated by the Transaction Documents, a subordination agreement subordinating his rights under the Notes to the rights of such lenders and purchasers to the same extent (as nearly as practical) as the rights of such purchasers are subordinate to those of such senior lenders. The "Notes" shall mean a promissory note in the principal amount of Sixty One Million And 00/100 Dollars ($61,000,000), and a promissory note in the principal amount of Five Million And 00/100 Dollars ($5,000,000), each payable to Stanley E. Fulton or his assignee, with interest accruing at eleven percent (11%) per annum for a twelve (12) month term and substantially in the forms attached hereto as Exhibit C -1 and Exhibit C-2, respectively (collectively, the "NOTES"); and

(iii) Stanley E. Fulton and the Company shall duly execute and deliver a Consulting Agreement in substantially the form of Exhibit D hereto (the "CONSULTING AGREEMENT"), the Nuevo Sol Purchase Agreement (as hereinafter defined), and the Ourway Assignment (as hereinafter defined).

The date on which the Closing occurs is hereinafter referred to as the "CLOSING DATE." Upon execution of this Agreement, (x) each of Elizabeth F. Jones and Michael B. Fulton shall deliver to the Company his or her resignation from the Company's Board of Directors, which resignations shall, by their respective terms, automatically become effective immediately upon the Closing, and (y) Stanley E. Fulton shall duly execute and deliver to the Company his resignation from the Company's Board of Directors and from his position as chairman of the board of the Company and as an officer and director of all subsidiaries and other affiliates of the Company (other than Nuevo Sol Turf Club, Inc., a New Mexico corporation ("NUEVO SOL"), and Ourway Realty, LLC, a Massachusetts limited liability company ("OURWAY")), of which Stanley E. Fulton is an officer and/or director, which resignations shall, by their terms, automatically become effective immediately upon the Closing.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to each of the Fulton Parties as of the date hereof and as of the Closing Date as follows:

3.1. ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to enter into and to carry out and perform its obligations under the Transaction Documents. For purposes of this Agreement, "TRANSACTION DOCUMENTS" shall mean (a) this Agreement, (b) the Consulting Agreement and (c) the Notes.

3.2. DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENT; NO CONFLICT.

3.2.1 The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has

been, and when executed and delivered the other Transaction Documents will be, duly executed and delivered by the Company and constitutes, or when executed and delivered at the Closing will constitute, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally and limitations on corporate distributions.

3.2.2. The execution, delivery and, subject to obtaining the consents set forth in Schedule 3.2 hereto, performance by the Company of the Transaction Documents and the consummation of the transactions contemplated thereby will not, except in each case where the effect of non-compliance could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations under the Transaction Documents, (i) modify, breach or constitute grounds for the occurrence or declaration of a default under or give rise to a right to terminate any agreement, license, indenture, undertaking or other instrument to which the Company is a party or by which it or any of its assets may be bound or affected, (ii) violate any provision of law or any regulation or any order, judgment or decree of any court or other agency of government to which the Company is subject, (iii) violate any provision of the Articles of Incorporation or By-Laws of the Company, or (iv) result in the creation or imposition of (or the obligation to create or impose) any liens, mortgages, pledges, charges, claims or other encumbrances on any of the Company's properties.

3.3. GOVERNMENTAL CONSENT. Except as set forth in Schedule 3.3 hereto, no consent, approval, authorization, permit, waiver or license of or from, notification to, or declaration or filing with, any federal, state, local, municipal, foreign or other governmental body or authority ("GOVERNMENTAL BODY"), including, without limitation, any consent, approval, authorization, permit, waiver or license of or from, notification to, or declaration or filing with, any gaming authority ("GAMING AUTHORITY") in any jurisdiction in which the Company is licensed to conduct gaming, to conduct parimutual wagering or to provide gaming, parimutual or lottery equipment or services, or in which the Company is seeking such a license at the time this Agreement is executed ("GAMING CONSENTS"), on the part of the Company, is required for the execution and delivery of, or performance of its obligations under, the Transaction Documents or the purchase of the Shares from the Fulton Parties pursuant to this Agreement.

3.4. NO THIRD PARTY DISCUSSIONS. As of the date of execution of this Agreement, with the exception of the Transaction Documents, the Nuevo Sol Purchase Agreement and the Ourway Assignment, the Company has not entered into any written or oral agreements, and is not engaged in any current ongoing discussions, with any third party regarding any merger, stock exchange, reorganization or change in control of the Company.

3.5. FINANCING COMMITMENT. The Company has received a commitment letter from Bank of America N.A. in the form attached as Exhibit E hereto (the "COMMITMENT LETTER"), which has not been amended, modified or rescinded and is in full force and effect.

3.6. FINDERS' FEES. Except for Wasserstein Perella & Co., Inc., there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents (excluding, in each case, any related financing transactions).

3.7. SPECIAL COMMITTEE. The transactions contemplated by the Transaction Documents have been duly authorized by a duly constituted committee of the board of directors of the Company that was irrevocably vested with the full power of the board of directors of the Company to negotiate and authorize the transactions contemplated by the Transaction Documents. No member of such committee had, at any relevant time, any interest, relationship, agreement or understanding that causes him not to be independent and disinterested for the purposes of authorizing the transactions contemplated by the Transaction Documents.

4. REPRESENTATIONS AND WARRANTIES OF THE FULTON PARTIES. Each Fulton Party hereby as to itself only severally and not jointly represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

4.1. ORGANIZATION AND QUALIFICATION. Each such Fulton Party that is not an individual is duly organized, validly existing and, if not a trust, in good standing under the laws of its jurisdiction of organization. Each Fulton Party that is not an individual has all requisite power and authority to enter into and to carry out and perform its obligations under the Transaction Documents to which it is a party. Each such Fulton Party that is an individual has full legal capacity to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations thereunder.

4.2. DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENT; NO CONFLICT.

4.2.1. The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary action on the part of each such Fulton Party. This Agreement has been, and when executed and delivered the other Transaction Documents will be, duly executed and delivered by such Fulton Party that is party thereto and constitutes, or when executed and delivered at the Closing will constitute, valid and binding obligations of such Fulton Party that is party thereto, enforceable against such Fulton Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. With respect to each such Fulton Party that is a trust, the trustee or trustees executing and delivering this Agreement on behalf of such Fulton Party constitute all the trustees of such Fulton Party.

4.2.2. The execution, delivery and, subject to obtaining the consents set forth in Schedules 3.3 and 4.3 hereto, the performance by each such Fulton Party of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, will not, to the best of such Fulton Party's knowledge, except in each case where the effect of non-compliance could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Fulton Party to perform its respective obligations under the Transaction Documents to which it is a party, (i) modify, breach or constitute grounds for the occurrence or declaration of a default under or give rise to a right to terminate any agreement, license, indenture, undertaking or other instrument to which such Fulton Party is a party or by which it or any of its assets may be bound or affected, (ii) violate any provision of law or any regulation or any order, judgment or decree of any court or other agency of government to which any such Fulton Party is subject, (iii) violate any provision of the organizational or government documents, including, without limitation, any trust agreement, of any such Fulton Party, or (iv) result in the creation or imposition of (or the obligation to create or impose) any liens, mortgages, pledges, charges, claims or other encumbrances on any of the Shares of any such Fulton Party.

For purposes of this Section 4.2.2., "to the best of such Fulton Party's knowledge" means to the actual knowledge of those individuals set forth next to the name of each Fulton Party listed on Exhibit A hereto, solely with respect to such individual's knowledge of that particular Fulton Party and without any obligation on such individual's part to investigate into any such matters.

4.3. GOVERNMENTAL CONSENT. Except as set forth in Schedule 3.3 or 4.3 hereto , no consent, approval, authorization, permit, waiver or license of or from, notification to, or declaration or filing with, any Governmental Body on the part of any such Fulton Party is required for the execution and delivery of the Transaction Documents to which it is a party or the sale of the Shares by such Fulton Party to the Company pursuant to this Agreement.

4.4. OWNERSHIP OF SHARES. Each such Fulton Party is the sole record owner and each such Fulton Party or such Fulton Party's immediate family members are the sole beneficial owners of the Shares as are set forth opposite such Fulton Party's name on Exhibit A hereto, free and clear of any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, lien, charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive right, conversion, put, call or other claim or right, restriction on transfer, or preferential arrangement of any kind or nature whatsoever (including, without limitation, any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction) (collectively, "Encumbrances"). At the Closing, such Fulton Party will deliver (or cause to be delivered) to the Company valid, good and marketable title to the Shares being sold by such Fulton Party to the Company, free and clear of all Encumbrances. Other than the irrevocable proxy granted by each Fulton Party (other than Stanley E. Fulton) to Stanley E. Fulton, which proxy each Fulton Party agrees will be cancelled effective as of the Closing Date, none of the Shares being sold by any such Fulton Party to the Company hereunder is subject to any voting agreement or other contract, agreement, arrangement, commitment or understanding restricting the voting, dividend rights, transfer or other disposition of such Shares.

4.5. FINDERS' FEES. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of any such Fulton Party who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents.

4.6. INFORMATION. Each such Fulton Party has received certain information concerning the business, properties, prospects and financial condition of the Company and has had an opportunity to request and receive additional information from the Company as desired in order to evaluate the merits and risks of entering into this Agreement.

5. COVENANTS. Each Fulton Party severally and not jointly covenants and agrees with the Company as set forth below:

5.1. REGULATORY APPROVAL. The Company shall file, as soon as practicable after the date of this Agreement, all material notices, reports and other documents required to be filed with any Governmental Body on behalf of the Company, and shall use its best efforts to obtain any necessary consents or approvals with respect to the transactions contemplated by the Transaction Documents, and to submit promptly any additional information requested by any such Governmental Body or Gaming Authority, and

shall cooperate in any investigations or inquiries conducted by any such Governmental Body or Gaming Authority with respect to any notices, reports or other documents filed with such Governmental Body or Gaming Authority in connection with the transactions contemplated by the Transaction Documents. The Company will advise the Fulton Parties of any Gaming Consents that are required on behalf of any of the Fulton Parties to consummate the purchase of the Shares hereunder. At the request of any Fulton Party, and contingent upon such Fulton Party promptly providing any necessary information, the Company will prepare and file any notice, report, application or other document required on behalf of such Fulton Party to consummate the purchase of the Shares hereunder. All requests for information from the Company to any Fulton Party in connection with the Gaming Consents shall be made by the Company in writing to such Fulton Party and in accordance with Section 9.2 of this Agreement.

Each Fulton Party shall use its best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body (other than Gaming Consents), on behalf of such Fulton Party, with respect to the transactions contemplated by the Transaction Documents. Each Fulton Party shall cooperate with the Company in obtaining the Gaming Consents, submit promptly any additional information requested by any Governmental Body or Gaming Authority, and shall cooperate in any investigations or inquiries conducted by any Governmental Body or Gaming Authority with respect to any notices, reports or other documents filed with such Governmental Body or Gaming Authority in connection with the transactions contemplated by the Transaction Documents.

The Company and each Fulton Party shall (A) give the other parties hereto prompt notice of the commencement of any action, suit, litigation, arbitration, proceeding or investigation ("LEGAL PROCEEDING") by or before any court or Governmental Body with respect to the transactions contemplated by this Agreement, and (B) keep the other parties informed as to the status of any such Legal Proceeding.

5.2. FINANCING. The Company shall use its best efforts, as soon as practicable after the date of this Agreement, to diligently pursue and obtain the financing necessary to consummate the transactions contemplated by this Agreement, from Bank of America or otherwise, on the terms set forth in the Commitment Letter, or upon such other terms and conditions as are, in the Company's good faith judgment, no less favorable to the Company than those set forth in the Commitment Letter.

5.3. STANDSTILL. For a period of two years from the date of this Agreement, unless specifically invited in writing by the Company, Stanley E. Fulton will not in any manner: (a) effect or seek, offer or propose to effect (whether publicly or otherwise), (i) any acquisition of any securities (or beneficial ownership thereof) in excess of an aggregate of 5% of the number of shares of common stock of the Company outstanding at the time of acquisition thereof by Stanley E. Fulton or any assets of the Company or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) join a "group" (as defined under the under the Securities Exchange Act of 1934, as amended) with respect to the Company to effect or seek, offer or propose to effect any of the actions specified in (a) above (except that this clause will not prohibit acquisition by Stanley E. Fulton of an aggregate of 5% or less of the number of shares of common stock of the Company outstanding at the time of acquisition thereof by Stanley E. Fulton); or (c) take any action that would require the Company to make a public announcement regarding any of the types of matters set forth in (a) above. During such period, Stanley E. Fulton will not request the Company (or its directors, officers,

employees or agents) to amend or waive any provision of this Section
5.2 (including, without limitation, this sentence).

5.4. INTENTIONALLY DELETED.

5.5. INTENTIONALLY DELETED.

5.6. PROXIES. Each Fulton Party covenants and agrees for the benefit of each other Fulton Party that effective as of the Closing, the proxy granted by such Fulton Party in favor of Stanley E. Fulton existing as of the date hereof will be cancelled and made of no further force or effect without action on the part of any Fulton Party.

5.7. FURTHER ASSURANCES. Each party hereto, at the request of any other party hereto, shall execute and deliver (or cause to be executed and delivered) such other instruments and do and perform (or cause to be done and performed) such other acts and things (including, without limitation, all actions reasonably necessary, proper or advisable to seek and obtain any and all consents, approvals, authorizations, permits, waivers and licenses of any Governmental Body, as may be necessary or desirable to consummate the transactions contemplated by the Transaction Documents. Without limiting the generality of the foregoing, each Fulton Party agrees that it will not vote any of the Shares owned or held by it or with respect to which such Fulton Party has voting power, whether by written consent or otherwise, to delay, impair, impede, hinder or prevent the consummation of the transactions contemplated hereby.

5.8. INDEMNIFICATION.

(a) The indemnification provisions of the Restated Articles of Incorporation and By-Laws of the Company as in effect on the date hereof shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Fulton Party who on the date hereof is a director, officer, employee or agent of the Company. In addition, the Company acknowledges and affirms its continuing obligation to honor, in accordance with their respective terms, each of the indemnification agreements of each Fulton Party that is a party to such an agreement as of the date hereof, including, without limitation, the Indemnification Agreement between the Company and Elizabeth F. Jones dated September, 1994, the Indemnification Agreement between the Company and Michael B. Fulton dated August 14, 1995, and the Indemnification Agreement between the Company and Stanley E. Fulton dated September, 1994.

(b) Notwithstanding the Closing, and regardless of any investigation made at any time by or on behalf of any Fulton Party or any information that any Fulton Party may have, the Company agrees to indemnify, save and hold each Fulton Party harmless against, to the extent permissible by Nevada law, any costs or expenses (including attorneys' fees), claims, demands, actions, suits and proceedings, judgments, fines (including attorneys' fees), losses, liabilities or damages, and any amounts paid in settlement, directly or indirectly arising out of, relating to or in connection with (i) any breach by the Company of any surviving representation, warranty, covenant or agreement of the Company contained in this Agreement, or (ii) the transactions contemplated by this Agreement; provided, however, that the Company shall not indemnify any Fulton Party against claims by any other Fulton Party or indemnify a Fulton Party against its own breach of this Agreement.

(c) Notwithstanding the Closing, and regardless of any investigation made at any time by or on behalf of the Company or any information that the Company may have, each Fulton Party severally and not jointly, agrees to indemnify, save and hold the Company harmless against any costs or expenses (including

attorneys' fees), claims, demands, actions, suits and proceedings, judgments, fines (including attorneys' fees), losses, liabilities or damages, and any amounts paid in settlement, directly or indirectly arising out of, relating to or in connection with any breach made solely by such Fulton Party of any surviving representation, warranty, covenant or agreement made solely by such Fulton Party contained in this Agreement.

5.8.1. Intentionally Deleted.

5.8.2. All expenses, including all attorneys' fees, of the Fulton Parties incurred and subject to this Section 5.8. shall be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding.

5.8.3. Each Fulton Party claiming indemnification under
Section 5.8(b) ("Claimant") shall provide the Company notice of any such claims of liability with reasonable promptness, and the Company, at its election, shall have the right of defense in such proceedings, by counsel of its own choosing, at the Company's expense. The failure of any Claimant to give such notice shall not relieve the Company from any liability which it may have to the Claimant under Section 5.8(b), except to the extent of actual prejudice suffered by the Company on account of such failure. Claimant shall cooperate fully in all respects with the Company in any such defense. If the Company does not notify Claimant within ten (10) days of Claimant's notice to the Company of a potential claim that the Company will defend the same, or should the Company fail to file any answer or other pleading at least five (5) days before the same is due, Claimant may defend or settle such claim or action at the Company's sole cost and expense in such manner as Claimant deems appropriate, in its sole discretion. If the Company so notifies Claimant concurrently with the Company's notice of election to defend, the Company may defend, but not settle, a claim without waiving its right to assert that such claim is not subject to th indemnification in Section 5.8(b). If the Company elects to defend a claim, Claimant may, at the Company's expense, participate in such matter with counsel of Claimant's own choosing.

5.8.4. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Company shall assume the obligations of the Company set forth in this Section 5.8.

5.8.5. For a period of six years after the Closing Date, the Company shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its subsidiaries (provided that the Company may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the current directors and officers) with respect to matters arising on or before the Closing Date.

5.8.6. The Company shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Fulton Party in enforcing the indemnity and other obligations provided in this Section 5.8.

5.8.7. The rights of each Fulton Party hereunder shall be in addition to, and not in limitation of, any other rights such Fulton Party may have or hereafter acquire, including, without limitation, under the charter or bylaws of the Company, any indemnification agreement, under applicable law or otherwise.

5.8.8. The obligations of the Company in this Section 5.8 . shall survive the Closing, shall continue indefinitely and shall inure to the benefit of the Fulton Parties' and their respective heirs, executors, administrators, successors and assigns.

6. CONDITIONS TO THE CLOSING.

6.1. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT THE CLOSING. The Company's obligation to purchase the Shares of any Fulton Party at the Closing is subject to the satisfaction (or waiver by the Company), on or prior to the Closing, of the following conditions:

6.1.1. REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties of each Fulton Party set forth in Section 4 hereof shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) (i) as of the date hereof and (ii) as of the Closing Date as if made on such date (provided that in the cases of clauses (i) and (ii), any such representation and warranty made as of a specific date shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) on and as of such specific date).

6.1.2. PERFORMANCE OF OBLIGATIONS. Such Fulton Party shall have performed in all material respects all covenants and obligations herein required to be performed or observed by such Fulton Party on or prior to the Closing.

6.1.3. CONSENTS, PERMITS, AND WAIVERS. On or prior to the Closing Date, the Company shall have filed and obtained any and all consents, approvals, authorizations, permits, licenses and waivers required to be obtained by the Company for consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

6.1.4. ABSENCE OF RESTRAINT. No order to restrain, enjoin or otherwise prevent the consummation of the transactions contemplated hereby shall have been entered by any court or Governmental Body and not rescinded or overturned. No litigation instituted by any Governmental Body shall be pending to restrain or invalidate any material part of the transactions contemplated by this Agreement.

6.1.5. FAIRNESS AND SOLVENCY OPINIONS. The Company shall have received a fairness opinion and a solvency opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc., or from another investment banking firm reasonably acceptable to the Company, in each case in form and substance reasonably acceptable to the Company and effective as of the Closing Date.

6.1.6. FINANCING. The Company shall have obtained financing, from Bank of America or otherwise, in an aggregate principal amount of not less than $250,000,000.00 on the terms set forth in the Commitment Letter, or upon such other terms and conditions as are, in the Company's good faith judgment, no less favorable to the Company than those set forth in the Commitment Letter.

6.1.7. BOARD RESIGNATION. The resignations of Elizabeth F. Jones and Michael B. Fulton from the Company's Board of Directors shall have been delivered to the Company to become effective on the Closing Date.

6.1.8. STANLEY E. FULTON RESIGNATIONS. The resignation of Stanley E. Fulton from the Company's Board of Directors and from his position as chairman of the board of the Company and as an officer and director of all subsidiaries and other affiliates of the Company (other than Nuevo Sol and Ourway)

of which Fulton is an officer and/or director shall have been delivered to the Company to become effective on the Closing Date.

6.1.9. CONSULTING AGREEMENT. Stanley E. Fulton shall have executed and delivered to the Company a copy of the Consulting Agreement, which shall be in full force and effect.

6.1.10. NUEVO SOL AND OURWAY PURCHASE AGREEMENTS. Stanley E. Fulton or his assignee and the Company shall have executed and delivered that certain Asset Purchase Agreement of even date herewith between the Company and Stanley E. Fulton or his assignee regarding the purchase of all the assets of Nuevo Sol, in a form agreed to by both parties ("NUEVO SOL PURCHASE AGREEMENT"), and that certain Assignment of Membership Interests of even date herewith between the Company and Stanley E. Fulton or his assignee regarding the purchase of the Company's membership interest in Ourway, in a form agreed to by both parties ("OURWAY ASSIGNMENT"), each of which shall be in full force and effect.

6.2. CONDITIONS TO OBLIGATIONS OF THE FULTON PARTIES. The obligation of each Fulton Party to sell the Shares set forth opposite such Fulton Party's name on Exhibit A at the Closing is subject to the satisfaction (or waiver by such Fulton Party), on or prior to the Closing, of the following conditions:

6.2.1. REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) (i) as of the date hereof and (ii) as of the Closing Date as if made on such date (provided that in the cases of clauses (i) and (ii), any such representation and warranty made as of a specific date shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) on and as of such specific date).

6.2.2. PERFORMANCE OF OBLIGATIONS. The Company shall have performed in all material respects all covenants and obligations herein required to be performed or observed by it on or prior to the Closing.

6.2.3. CONSENTS, PERMITS, AND WAIVERS. On or prior to the Closing Date, the Company shall have filed and obtained any and all consents, approvals, authorizations, permits and waivers required to be obtained on behalf of such Fulton Party for consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

6.2.4. ABSENCE OF RESTRAINT. No order to restrain, enjoin or otherwise prevent the consummation of the transactions contemplated hereby shall have been entered by any court or Governmental Body and not rescinded or overturned. No litigation instituted by any Governmental Body shall be pending to restrain or invalidate any material part of the transactions contemplated by this Agreement.

6.2.5. CONSULTING AGREEMENT. With respect to the obligations of Stanley E. Fulton, the Company shall have executed and delivered to Stanley E. Fulton a copy of the Consulting Agreement, which shall be in full force and effect.

6.2.6. NUEVO SOL AND OURWAY PURCHASE AGREEMENTS. With respect to the obligations of Stanley E. Fulton, the Company shall have executed and delivered to Stanley E. Fulton the Nuevo Sol Purchase Agreement and the Ourway Assignment, each of which shall be in full force and effect.

7. TERMINATION.

7.1. TERMINATION. The obligations of the parties contained herein relating to the sale and purchase of the Shares may be terminated at any time prior to the Closing Date:

7.1.1. By the Company or any Fulton Party (but only with respect to such Fulton Party) if the Closing shall not have occurred on or before December 15, 2000.

7.1.2. By mutual agreement of the Company and the Fulton Parties or by mutual agreement of the Company and any one Fulton Party (but only with respect to such Fulton Party).

7.1.4. By either the Company or any Fulton Party (but only with respect to such Fulton Party) if any court or Governmental Body shall have issued an injunction, order or decree (a "RESTRAINT") or taken any other action permanently enjoining, restraining or otherwise preventing the consummation of the transactions contemplated by this Agreement and such Restraint or other action shall become final and non-appealable, provided the party seeking to terminate this Agreement shall have used its best efforts to prevent entry of and to remove such Restraint.

7.1.5. By the Company if any Fulton Party (but only with respect to such Fulton Party) shall have breached or failed to perform in any material respect any representation, warranty, covenant or agreement contained in this Agreement on the part of such Fulton Party and such Fulton Party has not cured such breach or failure within five business days following notification thereof by the Company or is not using its reasonable efforts to cure such breach after such notification.

7.1.6. By any Fulton Party (but only with respect to such Fulton Party) if the Company shall have breached or failed to perform in any material respect any representation, warranty, covenant or agreement contained in this Agreement on the part of the Company and the Company has not cured such breach or failure within five business days following notification thereof by such Fulton Party or is not using its reasonable efforts to cure such breach after such notification.

7.2. EFFECT OF TERMINATION. In the event of the termination of this Agreement pursuant to Section 7.1., this Agreement shall become void and have no effect with respect to those parties terminating the Agreement, without any liability on the part of any such party or its directors, officers or stockholders, except that each party hereto shall remain liable for its breaches of this Agreement prior to its termination. Notwithstanding the foregoing, nothing in this Section 7.2. shall relieve any party to this Agreement of liability for fraud in connection with this Agreement or relieve the Company of any obligations to any Fulton Parties not terminating the Agreement.

8. FEES AND EXPENSES. All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such expenses.

9. MISCELLANEOUS.

9.1. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENT. Notwithstanding any investigation made by any party to this Agreement, the representations and warranties made by the Company and each Fulton Party in this Agreement shall not survive the Closing (other than the representations and warranties of the Fulton Parties contained in Section 4.4., and the representations and warranties of the Company contained in each of Sections 3.4. and 3.7., which shall survive indefinitely), and in each case shall thereafter be of no further force or effect, except in the case of fraud in connection with this Agreement. All

covenants and agreements contained in this Agreement shall survive the Closing Date in accordance with their terms, including, without limitation, the indemnification of the Fulton Parties by the Company in Section 5.8.

9.2. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, or nationally recognized overnight express courier postage prepaid, or by facsimile, and shall be deemed given on the first business day delivery is attempted or upon receipt, whichever is sooner (or upon facsimile confirmation) and shall be delivered as follows:

if to the Company, to:

Anchor Gaming
815 Pilot Road, Suite B
Las Vegas, Nevada 89119
Attention: David D. Johnson, Esq.

with a copy to:

Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
Attention: Kevin McGeehan, Esq.

if to Stanley E. Fulton, to:

815 Pilot Road, Suite B
Las Vegas, Nevada 89119
Attention: Stanley E. Fulton

with a copy to:

Lionel Sawyer & Collins
300 South Fourth Street, Suite 1700
Las Vegas, Nevada 89101
Attention: Anthony N. Cabot, Esq.

if to Michael B. Fulton, Elizabeth F. Jones, EFJ Investments LP, Michael Bryan Fulton Trust UA 03-20-98 Bryce David Jones, or Michael Bryan Fulton Trust UA 03-20-98 Elizabeth Ann Jones, to such party's address as set forth on Exhibit B, with a copy to:

McDermott Will & Emery 600 13th Street, N.W.

Washington, D.C. 20005-3096

Attention: Karen A. Dewis, Esq.

if to Virginia L. Fulton, to such party's address as set forth on Exhibit B, with a copy to:

Art Koski, Esq.

568 Yamato Road
Boca Raton, Florida 33431

if to any Fulton Party other than Stanley E. Fulton, Michael B. Fulton, Elizabeth F. Jones, EFJ Investments LP, Michael Bryan Fulton Trust UA 03-20-98 Bryce David Jones, Michael Bryan Fulton Trust UA 03-20-98 Elizabeth Ann Jones, or Virginia L. Fulton, to such party's address as set forth on Exhibit B.

9.3. ADJUSTMENTS. In the event of any change in the Common Stock by reason of a stock dividend, split-up, recapitalization, combination, conversion, exchange of shares or other similar change in the corporate or capital structure of the Company, the type and number of shares or securities subject to various provisions of this Agreement (and the per share price of such shares or securities) shall be adjusted appropriately, so that the Company's and the Fulton Parties' rights under this Agreement shall be preserved as nearly as practicable.

9.4. ASSIGNABILITY AND ENFORCEABILITY. This Agreement shall be binding on and enforceable by the parties and their respective successors and permitted assigns. No party may assign or delegate any of its rights, benefits, obligations or duties under this Agreement to any person or entity without the prior written consent of the other parties hereto, except that any Fulton Party may assign its rights (but not delegate any duties) under this Agreement to a family limited partnership or trust established for the benefit of such Fulton Party or his or her family or to any wholly owned affiliate of such Fulton Party. No such assignment or delegation shall relieve the Company or any Fulton Party, as the case may be, of its obligations or duties under this Agreement.

9.5. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall be construed as a waiver of any other provision nor shall any waiver constitute a continuing waiver unless otherwise expressly provided. No provision of this Agreement shall be deemed waived by a course of conduct, including, without limitation, the act of Closing, unless such waiver is in writing signed by all parties and stating specifically that it was intended to modify this Agreement.

9.6. ENTIRE AGREEMENT. This Agreement, the other Transaction Documents, the Nuevo Sol Purchase Agreement and the Ourway Assignment, including, without limitation, the Schedules and Exhibits and any agreements or documents referred to herein or therein or executed contemporaneously herewith or therewith, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior written agreements, understandings, negotiations and discussions and all prior and contemporaneous oral agreements, understandings, negotiations and discussions. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral or otherwise, relating to the subject matter hereof except as herein provided.

9.7. HEADINGS. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

9.8. SEVERABILITY. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

9.9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the choice of law provisions thereof.

9.10. CONSTRUCTION. The parties hereto agree that ambiguities in this Agreement, if any, shall not be construed strictly or in favor of or against any party hereto but rather shall be given a fair and reasonable construction without regard to the rule of construction that any ambiguity shall be resolved against the drafting party.

9.11. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

9.12. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

9.13. FULTON PARTY SEVERABILITY. Notwithstanding anything to the contrary herein, each and every representation, warranty, covenant, obligation, agreement, duty and other provision of this Agreement relating to a certain Fulton Party shall be several with respect to such Fulton Party, as though this Agreement were made solely between the Company and such certain Fulton Party. Without limiting the generality of the foregoing, any breach, default or termination of this Agreement by any one Fulton Party shall have no effect on any other Fulton Party and each representation and warranty of any Fulton Party will be made with respect only to such Fulton Party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

ANCHOR GAMING

FULTON PARTIES:

[SIGNATURE PAGE CONTINUES]

[SIGNATURE PAGE CONTINUED]

TISCHER FAMILY LIMITED PARTNERSHIP

[SIGNATURE PAGE CONTINUES]

[SIGNATURE PAGE CONTINUED]

LUCINDA F. TISCHER 1999 GRANTOR
RETAINED ANNUITY TRUST #1

LUCINDA F. TISCHER 1999 GRANTOR
RETAINED ANNUITY TRUST #1

EFJ INVESTMENTS LP

MICHAEL BRYAN FULTON TRUST
UA 03-20-98
BRYCE DAVID JONES

MICHAEL BRYAN FULTON TRUST
UA 03-20-98
ELIZABETH ANN JONES

   STOCKHOLDER                INDIVIDUAL       NUMBER OF SHARES TO BE SOLD
Stanley E. Fulton          Stanley E. Fulton       3,200,000

Stanley M. Fulton          Stanley M. Fulton         225,000

Michael B. Fulton          Michael B. Fulton         206,200

Elizabeth M. Fulton        Elizabeth M. Fulton        60,000

Lucinda F. Tischer         Lucinda F. Tischer        112,000

Tischer Family Limited     Lucinda F. Tischer        100,000
Partnership

Lucinda F. Tischer 1999    Lucinda F. Tischer          9,000
  Grantor Retained
  Annuity Trust #1

Lucinda F. Tischer 1999    Lucinda F. Tischer          9,000
  Grantor Retained
  Annuity Trust #2

Virginia L. Fulton         Virginia L. Fulton        230,000

Deborah J. Fulton          Deborah J. Fulton         220,000

Elizabeth F. Jones         Elizabeth F. Jones        177,480

EFJ Investments L.P.       Thomas D. Jones,           45,000
                           as Trustee of EFJ
                           Management Trust,
                           General Partner

Michael Bryan Fulton       Michael Bryan Fulton,       1,260
  Trust UA 03-20-98        as Trustee
  Bryce David Jones

Michael Bryan Fulton       Michael Bryan Fulton,       1,260
  Trust UA 03-20-98        as Trustee
  Elizabeth Ann Jones

         TOTAL                                     4,596,200
                                                   ---------

   FULTON PARTY                       ADDRESS
Stanley E. Fulton                c/o Anchor Gaming
                                 815 Pilot Road, Ste. G
                                 Las Vegas, NV 89119

Stanley M. Fulton                910 Harbor Drive
                                 Key Biscayne, Florida 33149

Michael B. Fulton                10314 Mystic Meadow Way
                                 Oakton, VA 22124

Elizabeth M. Fulton              2563 Pera Circle
                                 Las Vegas, Nevada 89121

EFJ Investments LP               11811 Lone Hickory Court
                                 Houston, Texas 77059

Michael Bryan Fulton Trust UA    10314 Mystic Meadow Way
03-20-98 Bryce David Jones       Oakton, VA 22124

Michael Bryan Fulton Trust UA    10314 Mystic Meadow Way
03-20-98 Elizabeth Ann Jones     Oakton, VA 22124

Lucinda F. Tischer               121 Randall Avenue
                                 Port Jefferson, NY 11777

Tischer Family Limited           c/o 121 Randall Avenue
Partnership                      Port Jefferson, NY 11777

Lucinda F. Tischer 1999          c/o 121 Randall Avenue
Grantor Retained Annuity         Port Jefferson, NY 11777
Trust #1

Lucinda F. Tischer 1999 Grantor  c/o 121 Randall Avenue
Retained Annuity Trust #2        Port Jefferson, NY 11777

Virginia L. Fulton               352 Northeast 2nd Street
                                 Boca Raton, FL 33432

Deborah J. Fulton                2071 Coopers Rock Incline
                                 Morgantown, West Virginia 26505

Elizabeth F. Jones               11811 Lone Hickory Court
                                 Houston, Texas 77059

EXHIBIT C -1

PROMISSORY NOTE

EXHIBIT C -2

PROMISSORY NOTE

EXHIBIT D

CONSULTING AGREEMENT

EXHIBIT E

COMMITMENT LETTER

SCHEDULE 3.2

COMPANY CONSENTS

(i) Any and all consents required by the Company's Senior Credit Facility with Bank of America as lead bank.

(ii) All consents set forth on Schedule 3.3

SCHEDULE 3.3

COMPANY GOVERNMENTAL CONSENTS

SCHEDULE 4.3

FULTON PARTY GOVERNMENTAL CONSENTS

THIS DOCUMENT IS REALLY VERSION 13 - WHICH IS FINAL VERSION

HOWEVER FOOTER WAS MANUALLY MODIFIED BECAUSE OF MINOR CHANGES AND SLIP PAGES AGREED UPON ON 9/23/00.

DO NOT USE COMPUTER NAMED VERSION V12 AS FINAL

COMPUTER NAMED VERSION V12 IS FINAL VERSION

EXHIBIT 99.4

ASSIGNMENT OF MEMBERSHIP INTERESTS

This ASSIGNMENT OF MEMBERSHIP INTERESTS ("ASSIGNMENT") in Ourway Realty, LLC, a Massachusetts limited liability company ("OURWAY REALTY") is entered into as of , 2000, by and between Anchor Gaming, a Nevada corporation ("ASSIGNOR"), a member of Ourway Realty, and My Way Holdings, LLC, a Nevada limited liability company ("ASSIGNEE" and taken together with Assignor, a "PARTY" or the "PARTIES"), based on the following facts:

RECITALS

WHEREAS, Assignor is a member of Ourway Realty pursuant to that certain Amended and Restated Operating Agreement of Ourway Realty dated May 16, 2000 (the "OPERATING AGREEMENT"), executed by all the members thereto as such members (other than Assignor) are more fully set forth on Exhibit "A" attached hereto and incorporated herein by reference (the "OTHER MEMBERS"); and

WHEREAS, Assignor, Stanley E. Fulton ("FULTON") and other parties, are parties to that certain Stock Purchase Agreement dated of even date herewith ("STOCK PURCHASE AGREEMENT"), and other agreements related thereto or referenced therein (collectively, with the Stock Purchase Agreement, the "AGREEMENTS"); and

WHEREAS, the transaction subject of the Agreements includes, among other transactions, the assignment by Assignor of one hundred percent (100%) of Assignor's ownership, right, title and interest in Ourway Realty (the "INTEREST") to Fulton or an entity owned by Fulton; and

WHEREAS, Assignee is an entity wholly owned by Fulton; and

WHEREAS, Section 4 of the Operating Agreement and the Schedule to the Operating Agreement provide that Assignor holds a twenty-five percent (25%) interest in Ourway Realty; and

WHEREAS, Assignor desires to transfer and convey the Interest, subject to the Operating Agreement and the terms in this Assignment, to Assignee; and

WHEREAS, Assignee desires to accept the Interest, subject to the Operating Agreement and the terms in this Assignment, such that Assignee shall hold a twenty-five percent (25%) interest in, and be a full member of, Ourway Realty.

NOW THEREFORE, based on the foregoing, and in consideration of the mutual agreements, covenants, and conditions contained herein and in the Agreements, the receipt by Assignor of One Hundred Dollars ($100) in-hand paid, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. EFFECTIVE DATE. The effective date (the "EFFECTIVE DATE") of this Assignment shall be the Closing Date (defined in Section 6). In the event the Effective Date has not occurred by April 1, 2001, Assignee or Assignor shall have the right, but not the obligation, to terminate this Assignment.

2. ASSIGNMENT OF INTEREST. For the purchase price of Five Million Dollars ($5,000,000) (the "PURCHASE PRICE"), Assignor hereby sells, transfers, conveys, and assigns to Assignee the Interest, and all of Assignor's associated rights and obligations under the Operating Agreement, including, without limitation, (i) all associated rights of Assignor to receive monies and other property or assets due and to become due to Assignor under or pursuant to the Operating Agreement, (ii) all associated claims of Assignor for damages arising out of or for breach of or default under the Operating Agreement, (iii) all associated rights of Assignor to receive the proceeds or benefits of any indemnity, warranty, or other payments with respect to the Operating Agreement, and (iv) all associated rights and obligations of Assignor to perform thereunder and to compel performance and otherwise exercise all remedies thereunder.

3. PAYMENT OF PURCHASE PRICE. Assignee shall pay to Assignor, in immediately available U.S. Funds, the Purchase Price, on the Closing Date and concurrent with the transfer of the Interest from Assignor to Assignee.

4. EFFECT OF ASSIGNMENT OF INTEREST. As of the Effective Date, the Interest shall be transferred from Assignor to Assignee. From and after the Effective Date twenty-five percent (25%) of the portion of profits or losses of Ourway Realty and the portions of all other items of income, gain, loss, deduction, or credit allocable to such Interest on or after such date shall be credited or charged, as the case may be, to Assignee. Nothing in this Assignment will affect the allocation to Assignor of profits, losses and other items of income, gain, loss, deduction, or credit allocable to the Interest and attributable to any period before the Effective Date hereof or any distribution or payments made to Assignor in respect of the Interest before the Effective Date.

5. ASSIGNOR REPRESENTATIONS AND WARRANTIES. Assignor hereby represents and warrants to Assignee as of the date hereof, and as of the Effective Date as follows:

a. Intentionally Omitted.

b. The Articles of Organization of Ourway Realty are attached hereto and incorporated herein by reference as Exhibit "B," and the Operating Agreement, including all schedules and exhibits thereto, is attached hereto and incorporated herein by reference as Exhibit "C." Each of such documents is true and correct and in full force and effect.

c. The execution, delivery and, subject to obtaining the consents required by the Operating Agreement, performance by Assignor of this Assignment will not (i) modify, breach or constitute grounds for the occurrence or declaration of a default under or give rise to a right to terminate any agreement, license, indenture, undertaking or other instrument to which Assignor is a party or by which Assignor, or any of their respective assets may be bound or affected, (ii) violate any provision of law or any regulation or any order, judgment or decree of any court or other agency of government to which Assignor is subject, (iii) violate any provision of the Articles of Incorporation or By-laws of Assignor, or (iv) result in the creation or imposition of (or the obligation to create or impose) any liens, mortgages, pledges, charges, claims or other encumbrances on any of the properties of Assignor.

d. Except to the extent applicable, the required filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the expiration or early termination of the waiting period thereunder, no consent, approval, authorization, permit, waiver or license of or from, notification to, or declaration or filing with, any federal, state, local, municipal, foreign or other governmental body or authority ("GOVERNMENTAL BODY"), on the part of Assignor is required for the execution and delivery of this Assignment or the performance or consummation of the transactions contemplated by this Assignment.

e. As of the date hereof and through and including the Effective Date, the Interest will be owned beneficially, and of record, by Assignor, free and clear of any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, lien, charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive right, conversion, put, call or other claim or right, restriction on transfer, or preferential arrangement of any kind or nature whatsoever (including, without limitation, any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction), except for any of the foregoing that may be set forth in the Operating Agreement
(collectively, "ENCUMBRANCES"). On the Closing Date, (i) Assignor will deliver to Assignee valid, good and marketable title to the Interest, free and clear of all free and clear of any Encumbrance, and (ii) the Interest will not be subject to any voting agreement or other contract, agreement, arrangement, commitment or understanding, restricting the voting, dividend rights, transfer or other disposition of the Ourway Interest, except as may be set forth in the Operating Agreement.

f. Intentionally Omitted.

g. Intentionally Omitted.

h. Intentionally Omitted.

i. Intentionally Omitted.

j. Intentionally Omitted.

k. Intentionally Omitted.

l. Intentionally Omitted.

m. No royalties or commissions are payable by Ourway Realty under any license or franchise agreements to any shareholder, officer or director of Assignor.

n. Except Wasserstein Perella & Co., Inc., there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Assignor who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Assignment.

Notwithstanding any investigation made or information obtained by Assignee, Fulton or their affiliates, the representations and warranties made by Assignor in this Section 5 shall not survive the Closing (except for Section 5(e) which shall survive indefinitely).

1. CONDITIONS PRECEDENT TO EFFECTIVE DATE. The closing of the transactions contemplated by this Assignment (the "CLOSING DATE") shall occur at the offices of Lionel Sawyer & Collins, or such other location as the parties hereto may mutually agree. Unless this Assignment is earlier terminated pursuant to Sections 1 or 7, the Closing Date shall occur as promptly as practicable, but no later than five (5) business days following the satisfaction or waiver by Assignee and Assignor of the following conditions:

a. Ourway Realty and the manager and each member thereof shall have waived their respective rights of first refusal under the Operating Agreement with respect to the transfer of the Interest pursuant to this Agreement.

b. Assignee shall have received a copy of the Operating Agreement, executed by the manager of Ourway Realty and all Other Members, and amended in conformity with the requirements of the Operating Agreement to indicate that all of Assignor's right, title and interest in the Interest has been transferred and conveyed to Assignee.

c. Assignee shall have received any instrument of transfer, other than this Assignment, that may be required by the Operating Agreement or by law.

d. The representations and warranties of Assignor set forth in
Section 4 of this Assignment shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) (i) as of the date hereof and (ii) as of the Effective Date as if made on such date (provided that in the cases of clauses (i) and (ii), any such representation and warranty made as of a specific date shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) on and as of such specific date).

e. Assignor shall have performed in all material respects all covenants and obligations herein required to be performed or observed by it on or prior to the Closing Date.

f. On or prior to the Closing Date, Assignee shall have obtained any and all consents, approvals, authorizations, permits, licenses and waivers necessary for consummation of the transactions contemplated by this Assignment and all of the Agreements.

g. No order to restrain, enjoin or otherwise prevent the consummation of the transactions contemplated hereby shall have been entered by any court or Governmental Body and not rescinded or overturned. No litigation instituted by any Governmental Body shall be pending to restrain or invalidate any material part of the transactions contemplated by this Assignment.

7. TERMINATION OF ASSIGNMENT. This Assignment may be terminated by Assignee or Assignor in the event that any of the Agreements are terminated or otherwise of no further force or effect.

8. OURWAY REALTY RECORDS. Prior to the Closing Date, upon Assignee's request therefor, Assignor shall provide to Assignee copies of all books and records, financial and accounting documents, reports, returns, files, agreements and any other documents related to the business, ownership, or operation of Ourway Realty that are in Assignor's possession or control, or that are reasonably obtainable by Assignor.

9. MISCELLANEOUS.

a. ATTORNEYS' FEES TO ENFORCE THIS ASSIGNMENT OR IN SUBSEQUENT LITIGATION. In the event any Party shall maintain or commence any action, proceeding, or motion against any other Party to enforce this Assignment or any provision thereof, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs incurred.

b. SEVERABILITY. Each provision of this Assignment is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Assignment.

c. COSTS. Each Party shall pay its own legal fees and expenses incidental to the execution of this Assignment and the consummation of the transactions contemplated hereby.

d. EXECUTION OF DOCUMENTS. Each Party agrees to execute all documents necessary to carry out the purpose of this Assignment and to cooperate with each other for the expeditious filing of any and all documents and the fulfillment of the terms of this Assignment.

e. CONTROLLING LAW. This Assignment has been entered into in the State of Nevada, and this Assignment, including without limitation, any rights, remedies, or obligations provided for hereunder, shall be construed and enforced in accordance with the laws of the State of Nevada.

f. COUNTERPART EXECUTION. This Assignment may be executed in multiple counterparts each of which may be deemed an original and shall become effective when the separate counterparts have been exchanged among the Parties.

g. CONSTRUCTION. Every covenant, term, and provision of this Assignment shall be construed simply according to its fair meaning and not strictly for or against any Party.

h. HEADINGS. Section and other headings contained in this Assignment are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Assignment or any provision hereof.

i. VARIATION OF PROVISIONS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the identity of the person or persons may require.

j. AMENDMENTS. Any amendment to this Assignment shall be in writing and executed by Assignor and Assignee.

k. ENTIRE AGREEMENT. This Assignment and the other Agreements, including, without limitation, all exhibits hereto and thereto, contain the entire understanding among the Parties and supersedes any prior written or oral agreements between them respecting the subject matter of this Assignment. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties relating to the subject matter of this Assignment that are not fully set forth herein. This Assignment shall be considered part of the Operating Agreement for all purposes.

l. NOTICES. All notices, requests, consents and other communications hereunder shall be given to Assignor and Assignee as set forth in the Stock Purchase Agreement.

m. ASSIGNMENT. It is specifically agreed that Assignee may assign, transfer or convey any or all of its rights and obligations hereunder to any person whomsoever; provided, however, that in the event of such assignment, transfer or conveyance, Assignee shall not be released from its obligations pursuant to this Assignment, unless agreed to in writing by Assignee and Assignor.

IN WITNESS WHEREOF, the Parties hereto have approved and executed this Assignment as of the date first set forth above.

ASSIGNOR: ANCHOR GAMING
a Nevada corporation

ASSIGNEE:        My Way Holdings, LLC
                 a Nevada limited liability company


                 By:
                    -----------------------------

                 Name:  Stanley E. Fulton

Its: Manager

0

Exhibit "A" Members in Ourway Realty LLC (other than Assignor)

---------------------------------------------------------- --------------
Alles Partners (attn: Robert Gopen)                        1.5000%
---------------------------------------------------------- --------------
Altman, Arthur                                             0.7500%
---------------------------------------------------------- --------------
Chanowski, Fred                                            1.5000%
---------------------------------------------------------- --------------
Chimento, George L.                                        10.0000%
---------------------------------------------------------- --------------
Goodman, Allen                                             1.6500%
---------------------------------------------------------- --------------
Hassler, Allen                                             0.7500%
---------------------------------------------------------- --------------
Isenberg, Diane                                            1.2500%
---------------------------------------------------------- --------------
Kropa, Gomer                                               2.5000%
---------------------------------------------------------- --------------
Lank, Joseph                                               0.3750%
---------------------------------------------------------- --------------
Levine, Joseph                                             0.6875%
---------------------------------------------------------- --------------
Linsey  Family Ltd Partnership                             2.7500%
---------------------------------------------------------- --------------
Piontkowski, Gary T.                                       9.2800%
---------------------------------------------------------- --------------
Ross, Alfred, S.                                           29.3375%
---------------------------------------------------------- --------------
Schwartz, Joel                                             0.7500%
---------------------------------------------------------- --------------
Trembowicz, Richard                                        0.7500%
---------------------------------------------------------- --------------
Truesdale, Robert                                          2.5000%
---------------------------------------------------------- --------------
Tuch, Richard L.                                           7.7325%
---------------------------------------------------------- --------------
Whitehall Company attn: Marvin Gordon                      0.9375%
---------------------------------------------------------- --------------
                                                           75.0000%
                                                           --------------

Exhibit "B" Articles of Organization of Ourway Realty LLC

(to be attached)

Exhibit "C" Operating Agreement of Ourway Realty, LLC

(to be attached)

EXHIBIT 99.5

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is entered into by Stanley E. Fulton ("Fulton"), an individual, and Anchor Gaming, a Nevada corporation (the "Company").

In consideration of the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Fulton agree as follows:

1. EFFECTIVE DATE. Effective ____________ (the "Effective Date"), Fulton's employment with the Company shall be converted into a consulting relationship. As of the Effective Date, and to the extent he has not already done so, Fulton hereby resigns all of his positions with the Company, and any subsidiary of the Company, including any position as an officer, director or executive employee of the Company and the Company accepts his resignation.

2. CONSULTING SERVICES. Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to engage Fulton as a business consultant for the Term (as defined in Section 3). Fulton shall make himself reasonably available for consulting with the Company at such times during normal business hours as the Company may reasonably require, subject to Fulton's prior business and professional commitments, vacation plans and absences due to illness or injury. Fulton shall provide consulting services to the Company by telephone, or in Fulton's sole discretion, in person at the Company offices or other locations as reasonably requested by the Company based on the urgency of the matter(s) on which Fulton's services are sought. Nothing contained herein shall prevent Fulton from seeking or accepting other employment after the Effective Date, except as provided in Section 8.

3. TERM AND TERMINATION.

(a) The term of Fulton's engagement under this Agreement ("the Term") will commence on the Effective Date and continue until the tenth anniversary of the Effective Date.

(b) Fulton may terminate his obligations to consult under Section 2 of this Agreement with thirty days written notice to the Company.

(c) The Company may terminate its obligations under Section 4 of this Agreement in the event Fulton shall fail to comply with Sections 2, 8 and 9 of this Agreement; provided, however, that no such termination shall occur unless the Company first provides Fulton with written notice to cure. The notice to cure shall specify the acts or omissions that allegedly constitute Fulton's failure or refusal to perform his duties under Sections 2, 8 and 9 of this Agreement. Fulton shall have a reasonable opportunity (not to exceed 30 days after Fulton receives the notice to cure) to correct any failure or refusal to perform his duties under Section 2, 8 and 9 of

this Agreement. If Fulton does not correct such failure or refusal to perform such duties within the 30 day period, termination shall become effective as of the end of such period.

(d) Upon such termination becoming effective, no further payments will be made or benefits provided to Fulton or on his behalf pursuant to
Section 4 (other than to pay for any consulting services already provided), and the parties shall have no further rights or obligations under this Agreement, except as explicitly provided herein including Section 8, and except for Fulton's obligations pursuant to Section 9.

4. COMPENSATION. As compensation for the performance of Fulton's services under this Agreement, the Company will provide as follows:

(a) The Company will pay Fulton his present salary of Two Hundred Forty Five Thousand Dollars ($245,000), payable no less than bimonthly and in accordance with the Company's regular payroll practices;

(b) The Company shall not reduce the compensation paid to Fulton hereunder by any federal, state or local taxes, or withholding, unless otherwise required by law and only after consultation with Fulton;

(c) Fulton shall receive all Company benefit plans, medical, dental, vision, long- term disability, and short-term disability benefits or insurance programs, if any, on the same basis as are generally available to senior executives of the Company;

(d) Fulton shall receive the privileges and perquisites that Fulton received prior to the Effective Date in his capacity as a senior executive level employee of the Company, but such privileges and perquisites shall not include those privileges and perquisites that Fulton enjoyed solely as an officer or director (including access to confidential information); and

(e) The Company will provide Fulton with the same office, the same secretary (or another chosen by Fulton), the same supplies, equipment and services, all on a full time basis, as were provided to Fulton by the Company prior to the Effective Date.

5. REIMBURSEMENT OF EXPENSES. The Company will reimburse Fulton for all his travel and entertainment expenses incurred in connection with authorized Company business, including, without limitation all first class airfare and hotels in Fulton's discretion. Fulton will provide the Company with the appropriate documentation to support each expense.

6. AGE DISCRIMINATION IN EMPLOYMENT ACT WAIVER. Fulton hereby waives
(a) any and all claims under the Age Discrimination in Employment Act of 1967, 29 U.S.C. ss. 621 ET SEq (the "ADEA Claims") Fulton has against the Company (and its related individuals and entities) as of the date of his execution of this Agreement; and (b) any and all such ADEA Claims in exchange for consideration. Fulton acknowledges and agrees that (i) he has been, and is hereby, advised to consult with an attorney concerning his waiver of his ADEA Claims prior to executing it, and he has retained

an attorney to provide him legal advice concerning his waiver of his ADEA Claims; (ii) he has been, and is hereby, advised that he has a period of twenty-one days to consider his waiver of his ADEA Claims; and (iii) he may revoke such waiver of his ADEA Claims at any time during the seven days following the date of his execution of this Agreement, and this Agreement shall not become effective or enforceable until such revocation period has expired. The seven-day period of revocation shall commence upon the date of the Fulton's execution of this Agreement. In order to revoke his waiver of his ADEA Claims, Fulton shall deliver to the Company's counsel, prior to the expiration of said seven-day period, a written notice of cancellation. If Fulton does revoke his waiver of his ADEA Claims, the amounts to be paid to Fulton under Section 4(a) shall be reduced by ten-percent.

7. COOPERATION AND INDEMNIFICATION. Fulton agrees to cooperate with the Company in connection with any future, potential or currently pending litigation, including without limitation, by providing information within Fulton's knowledge to the Company and by making himself reasonably available to testify in any action as reasonably requested by the Company. With respect to any such litigation, in the event Fulton is named as a defendant by any party thereto, the Company shall be responsible for providing a defense to, and indemnifying, Fulton, to the same extent and under the same conditions as if he were an officer or director of the Company, with respect to any litigation including any third party litigation or other proceeding arising from his lawful activities on behalf of the Company and the discharge of his duties as an employee or consultant to the Company. In the event that the interests of Fulton and the Company in litigation should become adverse, Fulton shall be entitled to select his own counsel, and the costs of Fulton's defense, including attorney's fees and any cost of settlement, shall be paid by the Company in full, as they are incurred and in advance of the final disposition of the litigation or proceeding.

8. RESTRICTIVE COVENANT. For a period ending on the later of (a) the second (2nd) anniversary of this Agreement, or (b) one (1) year after any termination of this Agreement prior to the end of the Term, but in no event any longer than the Term of this Agreement, Fulton will not

a) enter into any competitive bidding process in any jurisdiction
(x) in which the Company or its subsidiaries has submitted a bid or (y) for on-line lottery contracts;

b) actively induce any employee or consultant of Anchor or its subsidiaries to enter any employment or consulting arrangement with any entity in which Fulton owns more than a 10% equity interest and which is in a business competitive with that of Anchor or its subsidiaries;

c) have or beneficially own any security (or similar participation in the profits) issued by any entity that develops, manufactures or distributes gaming machines, except

(i) Fulton may beneficially own an equity interest not to exceed 10% of the total equity interests of such an entity and its consolidated affiliates, provided that such equity interest will not involve funds being contributed to or for the benefit of such entity; and

(ii) Fulton may beneficially own any amount of equity in an entity engaged in the slot distribution business (but that does not develop or manufacture gaming machines), if such entity's slot distribution business is less than ten percent (10%) of its total revenues and its slot distribution revenues are less than $10,000,000.

Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8 shall prohibit Fulton from owning any security (or similar participation in the profits) issued by Station Casinos.

9. ACKNOWLEDGMENT OF INTELLECTUAL PROPERTY. Fulton acknowledges and covenants not to challenge the validity of all patents, copyrights, trademarks, trade secrets, and mask works owned by the Company and currently existing at the time of the execution of this Agreement.

10. INJUNCTIVE RELIEF. Each party acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each party will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. No delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

11. ARBITRATION. In the event that the there is any dispute between the parties under this Agreement, within three (3) days after receipt by a party of a request to do so from the other party, or a person authorized to act on behalf of such party, the parties shall meet in Las Vegas, Nevada and attempt to resolve the dispute. If they are unable to do so within ten (10) days after receipt of the first request for a meeting, the dispute shall be settled by arbitration as herein provided.

Arbitration shall be initiated and required by giving notice specifying the matter to be arbitrated. Except as provided to the contrary in these provisions on arbitration, the arbitration shall be in conformity with and subject to applicable rules and procedures of the American Arbitration Association. If the American Arbitration Association is not then in existence or for any reason fails or refuses to act, the arbitration shall be in conformity with and subject to the provisions of the Nevada Uniform Arbitration Act as then in effect. The arbitrators shall be persons experienced in the subject matter of the arbitration and they shall be bound by this Agreement. All arbitrators shall be impartial and unrelated, directly or indirectly, so far as employment of services is concerned, to the parties to the arbitration.

There shall be three (3) arbitrators appointed as follows:

(a) Within seven (7) days after notice requiring arbitration, each party shall appoint one arbitrator and give notice of the appointment to the other party.

(b) The two arbitrators shall choose a third arbitrator within three
(3) days after appointment of the second.

(c) If either party fails to appoint an arbitrator, or if the two arbitrators fail to choose a third, the appointment shall be made by the American Arbitration Association.

(d) Either party may, by notice given before commencement of the arbitration hearing, consent to arbitration by the arbitrator appointed by the other party. In that event, no further appointments of arbitrators shall be made and any other arbitrators previously appointed shall be dismissed.

All arbitration proceedings shall be held in Las Vegas, Nevada. The arbitrator(s) shall investigate the facts and shall hold hearings at which the parties may present evidence and arguments, be represented by counsel and conduct cross-examination. The arbitrator(s) shall render their written decision upon the matter presented to them by majority vote within thirty
(30) days after the date upon which the last arbitrator is appointed. The arbitrator(s) shall apply Nevada substantive law and Nevada evidentiary law to the proceeding. The arbitrator(s) shall have the power to grant all legal and equitable remedies and award compensatory damages provided by Nevada law. Punitive or exemplary damages shall not be awarded for any breach or alleged breach of this Agreement and the parties waive any right to seek, claim or receive such punitive or exemplary damages. The arbitrator(s) shall be bound by the terms of this Agreement. The arbitrator(s) shall not be empowered or authorized to add to, subtract from, delete or in any other way modify, the terms of this Agreement. The arbitrator(s) shall prepare in writing and provide to the parties an award including factual findings and the reasons on which the decision is based. The decision of the arbitrator(s) shall be final and binding on the parties and judgment thereon may be entered by any court having jurisdiction. Each party shall bear its own expenses of the arbitration including without limitation attorney fees and the parties shall divide the arbitration expenses and fees equally. The parties waive any right they may have to a trial de novo regarding the subject matter of the dispute resolved by such arbitration.

12. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, or nationally recognized overnight express courier postage prepaid, or by facsimile, and shall be deemed given on the first business day delivery is attempted or upon receipt, whichever is sooner (or upon facsimile confirmation) and shall be delivered as follows:

if to the Company, to:

Anchor Gaming
815 Pilot Road, Suite B
Las Vegas, Nevada 89119

Attention: David D. Johnson, Esq.

with a copy so mailed to:

Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, CA 90067 Attention: Kevin McGeehan, Esq.

if to Fulton, to:

Stanley E. Fulton
815 Pilot Road, Suite B
Las Vegas, Nevada 89119

with a copy so mailed to:

Lionel Sawyer & Collins 300 South Fourth Street,
Suite 1700
Las Vegas, Nevada 89101
Attention: Anthony Cabot, Esq.

13. ASSIGNABILITY AND ENFORCEABILITY. This Agreement shall be binding on and enforceable by the parties and their respective successors and permitted assigns. No party may assign or delegate any of its rights, benefits, duties or obligations under this Agreement to any person or entity without the prior written consent of the other party hereto. No such assignment or delegation shall relieve the Company or Fulton, as the case may be, of its obligations or duties under this Agreement.

14. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall be construed as a waiver of any other provision nor shall any waiver constitute a continuing waiver unless otherwise expressly provided. No provision of this Agreement shall be deemed waived by a course of conduct, unless such waiver is in writing signed by all parties and stating specifically that it was intended to modify this Agreement.

15. ENTIRE AGREEMENT. This Agreement, the Stock Purchase Agreement of even date herewith among the Company, Fulton and other parties thereto, and the agreements referenced therein, constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written agreements, understandings, negotiations and discussions and all prior and contemporaneous oral agreements, understandings, negotiations and discussions. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral or otherwise, relating to the subject matter hereof except as herein provided.

16. HEADINGS. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

17. SEVERABILITY. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the choice of law provisions thereof. 19. CONSTRUCTION. The parties hereto agree that this Agreement is the product of negotiation between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in and did participate in, the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly or in favor of or against any party hereto but rather shall be given a fair and reasonable construction without regard to the rule of construction that any ambiguity shall be resolved against the drafting party.

20. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

ANCHOR GAMING