DEBT RESTRUCTURING AGREEMENT

THIS DEBT RESTRUCTURING AGREEMENT (this Agreement), dated as of July 19, 2004 (the Effective Date), is made by and among Jonathan Ungar (Ungar), Alan Henry Woods (Woods, and together with Ungar, the Note Holders) and Venture Catalyst Incorporated, a Utah corporation (the Company).

Recitals

A. The Note Holders are the holders of those certain Promissory Notes made by the Company which are listed on Exhibit A hereto (the Notes),

B. The aggregate outstanding principal and accrued and unpaid interest on the Notes as of June 30, 2004 is $6,002,492.98 with respect to Ungar and $5,966,969.86 with respect to Woods.

C. Pursuant to the terms and conditions of the Notes, the Company is not obligated to make payments to the Note Holders when otherwise due if the Company does not meet certain financial tests. The Company has not met such financial tests since September 2000. Failure to make payments under such circumstances is not a default under the Notes, but the accrued interest on the Notes is added to principal and such debt continues to accrue interest at 10% per annum.

D. The parties believe it is in the best interest of the Company and the Note Holders to restructure the Notes.

E. The Note Holders and the Company desire to restructure the indebtedness represented by the Notes (the Restructuring) by (i) cancelling the Notes and all outstanding principal and accrued and unpaid interest thereunder; (ii) terminating the Stock Purchase and Settlement and Release Agreement dated as of September 27, 1996 among the Company and Note Holders (the Original Stock Purchase Agreement) and cancelling all obligations thereunder, and (iii) issuing the Promissory Notes set forth in Exhibits B & C hereto (the New Notes).

F. The Note Holders and the Company entered into a Restructuring Agreement dated as of May 13, 2002 (the Original Restructuring Agreement), under which the Notes would have been restructured in connection with the closing of the Companys proposed going-private transaction, which was never completed and was subsequently abandoned.

G. The Note Holders and the Company desire to enter into this Agreement to set forth the terms and conditions of the Restructuring.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement

1. Restructuring.

1.1 Exchange of Notes. The Note Holders hereby sell, assign, transfer and deliver to the Company, and the Company hereby acquires and cancels the Notes in exchange for the execution of the New Notes by the Company and the delivery thereof to the Note Holders. The Company and the Note Holders agree that the execution and delivery of the New Notes by the Company to the Note Holders shall constitute full satisfaction of the Notes and that effective as of the acquisition thereof by the Company on the Effective Date, the Notes and all rights and obligations thereunder shall be cancelled.

1.2 Several Liability. The obligations and liabilities of the Note Holders under this Agreement shall be several and not joint.

1.3 Deliveries by Note Holders. Upon the execution of this Agreement, each Note Holder shall deliver to the Company:

(a) the original Notes listed on Exhibit A which were issued in favor of the Note Holder, along with Assignments of Notes, in a form reasonably acceptable to the Company, executed in favor of the Company; and

(b) executed original signature pages to this Agreement and the New Note to which the Note Holder is a party.

1.4 Deliveries by Company. Upon the execution of this Agreement, the Company shall (i) deliver to each Note Holder an executed original signature page to this Agreement and the New Notes to be issued by the Company in favor of such Note Holder and (ii) make the payment to Ungar described in Section 5.6 hereof.

1.5 Declarations of Lost Notes. Each Note Holder hereby declares as follows:

(a) Such Note Holder is the owner of the Notes listed under his name on Exhibit A hereto.

(b) Such Note Holder has no knowledge or information as to the present whereabouts of the original Notes owned by such Note Holder that have not been delivered to the Company pursuant to Section 1.3 of this Agreement (the Missing Notes) and believes that such Notes have been lost, misplaced, destroyed or stolen.

(c) None of the Missing Notes nor any interest therein has been sold, assigned, endorsed, transferred, deposited under any agreement, hypothecated, pawned, pledged for any bank or brokerage loan or otherwise, or disposed of in any manner by or on behalf of such Note Holder; neither the Note Holder nor anyone acting on such Note

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Holders behalf has signed any power of attorney, any stock power or any other assignment or authorization respecting the same which is now outstanding and in force; and no person, firm or corporation has any right, title, claim, equity or interest in, to or respecting any pf the Missing Notes.

(d) This declaration is made for the purpose of inducing the issuance of the New Notes in lieu of and in substitution or exchange for the Notes without requiring the surrender of the Missing Notes.

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