STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT (this "Agreement") is made effective this 17th day of September, 2002 (the "Effective
Date," between GLOBAL CASINOS, INC. , a Utah corporation ("Pledgor") and ASTRAEA INVESTMENT MANAGEMENT
L.P. , a Texas limited partnership, as Trustee ("Secured Party").
1. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and as collateral
security for and to secure the prompt payment and performance in full of the Secured Obligations (hereinafter defined), Pledgor
hereby assigns to Secured Party and grants to Secured Party a continuing security interest in all issued and outstanding shares
of capital stock of Casinos U.S.A., Inc. (the "Company"), as identified on Schedule "I" attached hereto, together with all
proceeds, products and increases thereof and substitutions and replacements therefor (collectively, the "Collateral").
As used in this Agreement, the term "Secured Obligations" shall mean (i) any and all obligations, liabilities and
indebtedness under that certain Secured Convertible Promissory Note dated May 11, 1994, executed by Pledgor in favor of
Secured Party, referenced to which is here made (as hereafter amended from time to time, the "Promissory Note"), and (ii) any
and all extensions, renewals and replacements of the foregoing. The term "Secured Obligations" shall include, without
limitation, all unpaid accrued interest thereon and all costs and expenses payable under the Promissory Note; notwithstanding
that the Company has assumed the obligation to make payments under the Promissory Note pursuant to the Assumption
Agreement among Pledgor, Secured Party and the Company effective as of the Effective Date, reference to which is here made
(the "Assumption Agreement").
2. Pledgor represents and warrants that (i) Pledgor holds record and beneficial ownership of the Collateral, free and
clear of all liens and encumbrances; (ii) Schedule I ident