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                                                                   Exhibit 10.12

                               EXCHANGE AGREEMENT


        THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 30th
day of April 2000 by and between Venture Catalyst Incorporated, a Utah
corporation ("Issuer"), and Jonathan Ungar ("Ungar") and Alan Henry Woods
("Woods" and, together with Ungar, "Purchasers").

        THE PARTIES HEREBY AGREE AS FOLLOWS:

1.      Purchase and Sale of Stock.

        A. Subject to the terms and conditions of this Agreement, Purchasers
agree to purchase and Issuer agrees to sell to Purchasers an aggregate of
579,105 shares (the "Shares") of Common Stock, $0.001 par value per share (the
"Common Stock"), of Issuer and warrants ("the Warrants") to purchase up to an
aggregates of 144,775 shares of Common Stock. The allocation of the Shares and
the Warrants is as set forth on Exhibit A attached hereto. The Warrants will be
in substantially the form attached hereto as Exhibit B.

        B. Purchase Price. Upon the terms and subject to the conditions set
forth in this Agreement, in reliance upon the representations, warranties,
covenants and agreements of Purchasers contained herein, and in exchange for the
Shares, Issuer agrees to issue to Purchasers the Shares and the Warrants in full
accord and satisfaction of (i) the two promissory notes of Issuer issued to
Purchasers dated September 5, 1999 (the "1999 Notes"), each in the initial
principal amount of $1,000,000, including all accrued and unpaid interest
thereon (ii) the $589,517 principal payment due September 2000 pursuant to that
certain promissory note of Issuer issued to Ungar dated September 30, 1996 (the
"1996 Note") in the initial principal amount of $1,768,550 and (iii) all
interest, whether accrued or accruing, through September 2000 on the 1996 Note
and the two promissory notes of Issuer issued to Ungar dated September 15, 1997
and September 15, 1998 (the "Remaining Notes") each in the initial principal
amount of $1,000,000. The 1999 Notes, the 1996 Note and the Remaining Notes are
referred to as the Notes.

2.      Representations and Warranties of Purchaser.

        Each Purchaser, severally and not jointly, hereby represents and
warrants to Issuer as follows:

                (a) Such Purchaser is the legal and beneficial owner and holder
        of the Notes originally issued to such Purchaser, free and clear of any
        lien, pledge and encumbrance or any claim of any third party. No rights
        in any of the Notes have been transferred other than as contemplated by
        this Agreement.

                (b) This Agreement constitutes a valid and legally binding
        obligation of such



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        Purchaser, enforceable in accordance with its terms except (i) as
        limited by applicable bankruptcy, insolvency, reorganization,
        moratorium, and other laws of general application affecting enforcement
        of creditors' rights generally, and (ii) as limited by laws relating to
        the availability of specific performance, injunctive relief, or other
        equitable remedies.

                (c) The transactions contemplated by this Agreement do not
        violate any of the rights of such Purchaser, whether under that certain
        Stock Purchase and Settlement Agreement dated September 27, 1996 or
        otherwise. Such Purchaser agrees to, and hereby does, waive any claims
        such Purchaser may have, whether now or in the future, as a result of
        the transactions contemplated by this Agreement.

                (d) Purchaser has not entered into any contract, arrangement or
        understanding with any person or firm which may result in the obligation
        of Issuer to pay any finder's fees, brokerage or agent's commissions or
        other like payments in connection with the negotiations leading to this
        Agreement or the consummation of the transactions contemplated hereby,
        and Purchaser is not aware of any claim or basis for any claim for
        payment of any finder's fees, brokerage or agent's commissions or other
        like payments in connection with negotiations leading to this Agreement
        or the consummation of the transactions contemplated hereby. Purchaser
        shall indemnify Issuer for any claims arising out of any breach of the
        foregoing representation.

                (e) Purchaser represents that he understands that (i) the Shares
        and Warrants being acquired by Purchaser pursuant to this Agreement have
        not been registered under the Securities Act of 1933, as amended (the
        "1933 Act") and is being issued in reliance upon the exemption afforded
        by Section 4(2) thereof for transactions by an issuer not involving any
        public offering, (ii) such Shares and Warrants must be held indefinitely
        unless a subsequent disposition thereof is registered under the 1933 Act
        or is exempt from such registration, (iii) such Shares and Warrants will
        bear a legend to such effect, and (iv) Issuer will make a notation on
        its transfer books to such effect. Purchaser further represents that (i)
        such Shares and Warrants are being acquired for investment and without
        any present view toward distribution thereof to any other person, (ii)
        he will not sell or otherwise dispose of the Shares and Warrants except
        in compliance with the registration requirements or exemption provisions
        under the 1933 Act, the rules and regulations thereunder, and as
        otherwise set forth by the Securities and Exchange Commission (the
        "Commission"), (iii) he has knowledge and experience in financial and
        business matters and that he is capable of evaluating the risks and
        merits of an investment in the Shares and Warrants, (iv) he has
        consulted with counsel, to the extent deemed necessary, as to all
        matters covered by this Agreement and has not relied upon Issuer for any
        explanation of the application of the various federal or state
        securities laws with regard to the acquisition of such Shares and
        Warrants, (v) he has investigated and is familiar with the affairs,
        financial condition and prospects of Issuer, and has been given
        sufficient access to and has acquired sufficient information about
        Issuer to reach an informed and knowledgeable decision to acquire such
        Shares and Warrants, and (vi) he is able to bear the economic risks of
        such an investment.

3.      Representations and Warranties of Issuer.

        Issuer hereby represents and warrants to Purchasers as follows:

                (a) Issuer has the necessary corporate power and authority to
        enter into this



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        Agreement and this Agreement constitutes a valid and legally binding
        obligation of Issuer, enforceable in accordance with its terms, except
        (i) as limited by applicable bankruptcy, insolvency, reorganization,
        moratorium, and other laws of general application affecting enforcement
        of creditors' rights generally, and (ii) as limited by laws relating to
        the availability of specific performance, injunctive relief, or other
        equitable remedies. The Shares, when issued in accordance with this
        Agreement, have been duly issued and shall be fully paid and
        non-assessable. The shares of Common Stock underlying the Warrants, when
        issued in accordance with the terms of the Warrants, will be duly
        issued, fully paid and non-assessable.

                (b) Issuer has not entered into any contract, arrangement or
        understanding with any person or firm which may result in the obligation
        of Purchasers to pay any finder's fees, brokerage or agent's commissions
        or other like payments in connection with the negotiations leading to
        this Agreement or the consummation of the transactions contemplated
        hereby, and Issuer is not aware of any claim or basis for any claim for
        payment of any finder's fees, brokerage or agent's commissions or other
        like payments in connection with negotiations leading to this Agreement
        or the consummation of the transactions contemplated hereby. Issuer
        shall indemnify Purchasers for any claims arising out of any breach of
        the foregoing representation.

4.      Registration Rights.

4.1     Registration Procedures. The Issuer shall:

                (a) within five days after the filing of Issuer's Annual Report
        on Form 10-KSB for the period ended June 30, 2000, prepare and file with
        the Commission a registration statement on appropriate form (the
        "Registration Statement") pursuant to the 1933 Act relating to the
        resale of the Shares by the Purchasers;

                (b) use its best efforts, subject to receipt of necessary
        information from Purchasers, to cause the Registration Statement to
        become effective no later than 60 days after the Registration Statement
        is filed by Issuer;

                (c) prepare and file with the Commission such amendments and
        supplements to the Registration Statement and the prospectus used in
        connection therewith as may be necessary to keep the Registration
        Statement effective until the earlier of (i) twelve months after the
        effective date of the Registration Statement or (ii) the date on which
        all of the Shares have been sold by Purchasers pursuant to the
        Registration Statement or Rule 144 under the 1933 Act or any other rule
        of similar effect;

                (d) furnish to the Purchasers with respect to the Shares
        registered under the Registration Statement such reasonable number of
        copies of prospectuses in order to facilitate the public sale or other
        disposition of all or any of the Shares by the Purchasers; provided,
        however, that the obligation of Issuer to deliver copies of prospectuses
        to Purchasers shall be subject to the receipt by Issuer of reasonable
        assurances from Purchasers that Purchasers will comply with the
        applicable provisions of the 1933 Act and of such other securities or
        blue sky laws as may be applicable in connection with any use of such
        prospectuses;



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                (e) file documents required of Issuer for normal blue sky
        clearance in states reasonably requested in writing by Purchasers;
        provided, however, that Issuer shall not be required to qualify to do
        business or consent to service of process in any jurisdiction in which
        it is not now so qualified or has not so consented; and

                (f) notify Purchasers at any time when a prospectus relating
        thereto is required to be delivered under the 1933 Act of the happening
        of any event as a result of which the prospectus included the
        Registration Statement, as then in effect includes an untrue statement
        of a material fact or omits to state a material fact required to be
        stated therein or necessary to make the statements therein not
        misleading in the light of the circumstances then existing.

                (g) bear all expenses in connection with the procedures in
        paragraphs (a) through (e) of this Section 4.1 and the registration of
        the Shares pursuant to the Registration Statement, other than fees and
        expenses, if any, of counsel or other advisers to Purchasers or
        underwriting discounts, brokerage fees and commissions incurred by the
        Purchasers, if any.

4.2     Transfer of Shares After Registration. Purchasers agree that they will
        not effect any disposition of the Shares or Warrants or their right to
        purchase Common Stock that would constitute a sale within the meaning of
        the Securities Act, except as contemplated in the Registration Statement
        referred to in Section 4.1, and that it will promptly notify Issuer of
        any changes in the information set forth in the Registration Statement
        regarding such Purchaser or its Plan of Distribution.

4.3     Indemnification.

                (a) Issuer agrees to indemnify and hold harmless Purchasers and
        each person, if any, who controls a Purchaser within the meaning of the
        1933 Act, against any losses, claims, damages, liabilities or expenses,
        joint or several, to which a Purchaser or such controlling person may
        become subject, under the Securities Act, the Securities Exchange Act of
        1934, as amended (the "1934 Act"), or any other federal or state
        statutory law or regulation, or at common law or otherwise (including in
        settlement of any litigation, if such settlement is effected with the
        written consent of Issuer), insofar as such losses, claims, damages,
        liabilities or expenses (or actions in respect thereof as contemplated
        below) arise out of or are based upon any untrue statement or alleged
        untrue statement of any material fact contained in the Registration
        Statement, or any amendment or supplement thereto, or arise out of or
        are based upon the omission or alleged omission to state in any of them
        a material fact required to be stated therein or necessary to make the
        statements in any of them, in light of the circumstances under



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        which they were made, not misleading, and will reimburse a Purchaser and
        each such controlling person for any legal and other expenses as such
        expenses are reasonably incurred by such Purchaser or such controlling
        person in connection with investigating, or defending, compromising or
        paying any such loss, claim, damage, liability, expense or action;
        provided, however, that Issuer will not be liable in any such case to
        the extent that any such loss, claim, damage, liability or expense
        arises out of or is based upon (i) an untrue statement or alleged untrue
        statement or omission or alleged omission made in the Registration
        Statement, the Prospectus or any amendment or supplement thereto in
        reliance upon and in conformity with written information furnished to
        Issuer by or on behalf of a Purchaser expressly for use therein, or (ii)
        the failure of a Purchaser to comply with the covenants and agreements
        contained in Section 4.2 hereof respecting sale of the Shares, or (iii)
        any statement or omission in any prospectus that is corrected in any
        subsequent prospectus that was delivered to Purchasers prior to the
        pertinent sale or sales by such Purchaser.

                (b) Purchasers will severally indemnify and hold harmless
        Issuer, each of its directors, each of its officers who signed the
        Registration Statement and each person, if any, who controls Issuer
        within the meaning of the 1933 Act, against any losses, claims, damages,
        liabilities or expenses to which Issuer, each of its directors, each of
        its officers who signed the Registration Statement or controlling person
        may become subject, under the 1933 Act, the 1934 Act, or any other
        federal or state statutory law or regulation (including in settlement of
        any litigation, if such settlement is effected with the written consent
        of Purchasers) insofar as such losses, claims, damages, liabilities or
        expenses (or actions in respect thereof as contemplated below) arise out
        of or are based upon (i) any failure to comply with the covenants and
        agreements contained in Section 4.2 hereof respecting the sale of the
        Shares or (ii) any untrue or alleged untrue statement of any material
        fact contained in the Registration Statement, the prospectus, or any
        amendment or supplement thereto, or arise out of or are based upon the
        omission or alleged omission to state therein a material fact required
        to be stated therein or necessary to make the statements therein not
        misleading, in each case to the extent, but only to the extent, that
        such untrue statement or alleged untrue statement or omission or alleged
        omission was made in the Registration Statement, the prospectus, or any
        amendment or supplement thereto, in reliance upon and in conformity with
        written information furnished to Issuer by or on behalf of a Purchaser
        expressly for use therein, and will reimburse Issuer, each of its
        directors, each of its officers who signed the Registration Statement or
        controlling person for any legal and other expense reasonably incurred
        by Issuer, each of its directors, each of its officers who signed the
        Registration Statement or controlling person in connection with
        investigating, defending, settling, compromising or paying any such
        loss, claim, damage, liability, expense or action.

4.4     Certain Information. With a view to making available to Purchasers the
        benefits of certain rules and regulations of the Commission which may
        permit the sale of the Shares to the public without registration. Issuer
        agrees to use its best efforts to:

                (a) make and keep public information available, as those terms
                are understood and defined in Rule 144 or any similar or
                analagous rule promulgated under the 1933 Act, at all times;



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                (b) file with the Commission, in a timely manner, all reports
                and other documents required of Issuer under the 1934 Act; and

                (c) furnish to Purchasers upon request a written statement by
                Issuer as to its compliance with the reporting requirements of
                said Rule 144 and of the 1934 Act, a copy of the most recent
                annual or quarterly report of Issuer, and such other reports and
                documents as Purchasers may reasonably request in availing
                himself of any rule or regulation of the Commission allowing him
                to sell any such securities without registration.

5.      Miscellaneous.

                (a) Neither Issuer nor Purchasers nor any of their respective
        successors, agents, affiliates, directors, officers, employees or
        assigns shall issue any press release or other form of public comment
        relating to the matters set forth in this Agreement without the prior
        consent of the other party, which consent shall not be unreasonably
        withheld; provided, however, nothing herein shall be construed to
        restrict any party from any disclosure required by law, following prior
        written notice to the other party. Nothing in this Paragraph 5 (a) shall
        be construed as creating any liability on any other party for the
        disclosure made by a party, with or without such other party's prior
        consent.

                (b) The parties hereto will at any time, and from time to time
        after the Closing, upon request of the other party, execute, acknowledge
        and deliver all such further acts, deeds, assignments, transfers,
        conveyances, powers of attorney and assurances as may be required to
        carry out the intent of this Agreement, and to transfer and vest title
        to any Shares being transferred hereunder, and to protect the right,
        title and interest in and enjoyment of all of the Shares sold, granted,
        assigned, transferred, delivered and conveyed pursuant to this
        Agreement; provided, however, that this Agreement shall be effective
        regardless of whether any such additional documents are executed.

                (c) This Agreement shall be binding upon Purchasers, Issuer,
        their respective administrators, legal representatives, successors, and
        permitted assigns. Nothing in this Agreement, expressed or implied, is
        intended to confer upon any person, other than the parties hereto, any
        rights or remedies under or by reason of this Agreement.

                (d) The representations and warranties contained herein shall
        survive the execution and delivery of this Agreement and the
        consummation of the transactions contemplated hereby and remain in full
        force and effect, notwithstanding any investigation at any time made by
        or on behalf of the parties.

                (e) This Agreement shall be construed in accordance with and
        governed by the laws of the State of California, without regard to
        principles of conflicts of laws.

                (f) The parties to this Agreement hereby agree that an award of
        damages alone is inadequate to remedy a breach of the terms of this
        Agreement, and that specified performance, injunctive relief, or other
        equitable remedy is the only way by which the intent of this Agreement
        may be adequately realized upon breach by one or more of the



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        parties hereto. Such remedy shall, however, be cumulative and not
        exclusive, and shall be in addition to any other remedy which the
        parties may have.

                (g) This Agreement constitutes the entire agreement between the
        parties hereto with respect to the subject matter hereof, and may be
        amended only by a writing executed by all of the parties.

                (h) If for any reason whatsoever, any one or more of the
        provisions of this Agreement shall be held or deemed to be inoperative,
        unenforceable or invalid as applied to any particular case or in all
        cases, such circumstances shall not have the effect of rendering such
        provision invalid in any other case or of rendering any of the other
        provisions of this Agreement inoperative, unenforceable or invalid.

                (i) Neither this Agreement nor any of the parties' rights
        hereunder shall be assignable by any party hereto without the prior
        written consent of the other parties hereto and any purported assignment
        without such consent shall be null and void.

                (j) This Agreement may be executed in any number of
        counterparts, each of which shall be considered an original but all of
        which shall constitute the agreement by and among the parties.

                (k) Each of the parties hereto shall be responsible for its own
        fees and expenses, including all legal and accounting fees incurred in
        connection with this transaction.


        IN WITNESS WHEREOF, the Purchasers and Seller have duly executed and
delivered this Agreement as of the date first above written.


VENTURE CATALYST INCORPORATED,
a Utah corporation

By: /s/  Kevin McIntosh
   ---------------------------------
   Title: VP and CFO


/s/ Jonathan Ungar
------------------------------------
JONATHAN UNGAR


/s/ Alan Woods
------------------------------------
ALAN HENRY WOODS



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                                    EXHIBIT A



<TABLE>
<CAPTION>
                                              Shares      Warrants
                                             -------      -------
<S>                                          <C>          <C>
Jonathan Ungar                               358,587      144,775
Alan Henry Woods                             220,518            0
                                             -------      -------
                                  Total      579,105      144,775
</TABLE>



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