September 30, 1998


NevStar Gaming & Entertainment Corporation
P.O. Box 96807
Las Vegas, NV 89193-6807

Attention: Mr. Michael Signorelli, Chairman of the Board

     Re:   Permanent First Mortgage Loan (the "Loan")
           Hotel/Casino in Mesquite, Nevada

Dear Mr. Signorelli:

     This letter constitutes the Commitment (the "Commitment Letter") of CNB
Capital, Inc. (the "Lender") to make one real estate first mortgage loan to
the entity described below as the borrower (the "Borrower").  On the terms and
conditions of this Commitment Letter, the commitment made herein, is as
follows: 

     1.     Borrower:  A single purpose and asset bankruptcy remote entity to
be formed and wholly owned by NevStar Gaming & Entertainment Corp., a Nevada
corporation and publicly held company which Michael Signorelli is the Chairman
of the Board.

     2.     Purpose of Loan.   The purpose of the Loan is to refinance the
current indebtedness of the collateral property as described below and payoff
the following:

            (a)  To the extent of not more than $5,450,000, a payoff of unpaid
                 principal balance of Borrower's existing first mortgage loan
                 on the Real Estate (as hereinafter defined), the existing
                 first mortgage loan being held by First Credit Bank; and

            (b)  To the extent of not more than $7,285,000, a payoff of unpaid
                 promissory notes due, to Kelley-Tam, (as hereinafter
                 defined), the Kelley-Tam Notes; and
 
            (c)  To the extent of not more than $1,099,000, a payoff of unpaid
                 promissory notes due, to PMJ, (as hereinafter defined), the
                 PMJ Notes; and

            (d)  To the extent of not more than $854,000, a payoff of the
                 construction payables (as hereinafter defined), the existing
                 payable being owed to A.F. Construction; and    

            (e)  To the extent of not more than $1,215,000, a payoff of the
                 commitment note due, to Kelley-Tam, plus deferred interest,
                 (as hereinafter defined), the Kelley-Tam Commitment Notes;
                 and

            (f)  To the extent of not more than $250,000, a payoff of the
                 commitment note due, to Mr. Hon, (as hereinafter defined),
                 the Hon Commitment Notes; and 

            (g)  The extent of not more than $2,547,000, reimbursement to
                 Borrower for the construction and pre-opening expenses set 
                 forth in Schedule #1 hereto (any balance thereof not used for
                 such purpose to be applied to the interest reserve account);
                 and

            (h)  To the extent that additional debt exists with other secured
                 or unsecured creditors, the balance of the loan amount can be
                 applied to said debt (including any interest accrued on the
                 principal amount of any of the above loans) once all closing
                 costs associated with this commitment have been paid.

The proceeds of the Loan (the "Loan Proceeds") may not be used for any
purposes other than as set forth above.  In no event shall the Loan Proceeds
be used for personal, family or household purposes.

     3.     Principal Amount of Loan:     The least of the following:

     (a)    Up to a maximum of Twenty Million Dollars ($20,000,000.00);

     (b)    65% of the fair market value of the Real Estate as disclosed by
            the Appraisal, including business and service income.  The scope
            of work for said appraisal shall treat the Collateral (as defined
            below) as a business on-going concern;

     (c)    That maximum loan amount determined in accordance with Lender's
            underwriting guidelines to be (in the exercise of reasonable
            commercial banking judgment) justified by Borrower's net operating
            income from the Real Estate (net operating income being Borrower's
            gross income from the Real Estate less all costs and expenses of
            owning and operating the Real Estate, including business and
            service income);

     (d)    The maximum loan amount determined in accordance with Lender's
            underwriting guidelines to be (in the exercise of reasonable
            commercial banking judgment) justified by a Debt Service Coverage
            Ratio of not less than 1.40 to 1; or 

     (e)    The actual amount required to pay all of the sums set forth in
            paragraph 2 above.

      4.    Term, Maturity Date and Amortization:

     (a)    Initially, the term of the Loan shall be approximately three (3)
            years commencing on the date of the Closing of the Loan and ending
            on the first day of the calendar month next following the third
            anniversary date of the Closing of the Loan (the "Maturity Date").
            Until the Maturity Date, interest only shall be paid monthly in
            arrears on the first day of each calendar month until the Maturity
            Date.  On the Maturity Date, the entire unpaid principal balance
            of Loan, together with all interest and other charges then accrued
            or due but unpaid, shall be paid in full in a single Balloon
            Payment.

     (b)    If the Collateral achieves a stabilized twelve (12) month Debt
            Service Coverage Ratio of 1 to 1.40 (determined on a trailing
            basis) prior to the Maturity Date, and provided that the Borrower
            is not then in default under any of the Loan Documents (as defined
            below), the Borrower, at Borrowers option, will have the right to
            convert the Loan to a fixed term amortizing first mortgage loan on
            the Collateral upon and subject to the following general terms and
            conditions as the Lender customarily uses for loans of similar
            size, quality and type:

Term:                   10 years

Amortization:           20 year

Interest Rate:          275 basis points over the corresponding treasury fixed 
                        as of the date of closing of the conversion.

Principal Amount:       Equal to the unpaid principal balance of the Loan as
of the date             of closing of the conversion.

Loan to Value:          Loan to Value Ratio of not greater than 60%.

Conversion Fee:         1% of the principal amount of the converted loan in
lieu of the exit        fee provided for in paragraph 7(d)below.

Prepayment:             Years 1-2, no prepayment allowed; Years 3-9, greater
of 1% or Yield          Maintenance (as defined below).

                        Year 10, no premium or penalty for any prepayment.

Collateral:             The Collateral.

     5.  Interest Rate.  As otherwise provided in this paragraph, that fixed
rate of per annum interest which as of the date of the Closing of the Loan is
equal to 3.5 points over the published 6 month LIBOR rate as published
electronically at the time of determination thereof by Lender on either  of
the Dow Jones Telerate, Inc. or Bloomberg Financial Markets (collectively, the
"Financial News Wires"), or is such Financial News Wires no longer publish
such information, in another authoritative source selected by the Lender.
However, if within a forty (40) days of Lender's execution of this Commitment
Letter, the Lender has not received all documentation and other information
required to satisfy each of the Conditions Precedent, other than those to be
satisfied by Borrower only as of the date of the Loan Closing, the Lender, in
its sole and absolute discretion, may:

      (a)  extend the expiration date of this Commitment Letter with such
           changes, modifications and/or additions to the terms, covenants,
           conditions and other provisions hereof as the Lender, in its sole
            discretion, shall determine are necessary to insure that the Loan
            provides a yield to the Lender equivalent to interest at that
            annual rate equal to 3.5% over the LIBOR rate; or

      (b)   extend the expiration date of this Commitment Letter with no
            changes or additions to the terms, covenants, conditions and other 
            provisions hereof.

Interest shall be charged and accrued daily on the unpaid principal balance of
the Loan.  Interest for each day shall be calculated by multiplying the unpaid
principal balance of the Loan at the end of such day by the interest rate in
effect at the end of such day and then dividing the product thereof by three
hundred sixty (360).

      6.  Principal and Interest Payments:  Interest only shall be paid
monthly in arrears commencing on the first day of the calendar month next
succeeding the date of Closing and so continuing on the first day of each
month thereafter until the Loan is paid in full.  Principal shall be paid in
full in a single Balloon Payment due and payable on the Maturity Date.

      7.  Commitment Fee, Break-Up Fee, Report Deposit Fee and Exit Fee:

      (a) Break-Up Fee: In the event that the Loan does not close due to any
          material failure of the Borrower or the Guarantor to comply with the 
          terms of this Commitment Letter or by reason of any
          misrepresentation (intentional or unintentional) of the Borrower or
          the Guarantor, the Borrower shall forthwith pay the Lender a break-
          up fee equal to seventy-five one hundredths of one percent (.75%) of
          the Loan Amount.

      (b) Origination Fee: At the Closing of the Loan, the Borrower shall pay
          the Lender an Origination Fee in an amount equal to two percent
          (2.0%) of the Loan Amount (the "Origination Fee").  The Origination
          Fee is in addition to the Report Deposit Fee.

      (c) Report Deposit Fee: Simultaneously with the Borrower's execution and 
          delivery of this Commitment Letter to the Lender, the Borrower will
          pay to the Lender a Report Deposit Fee in the amount of $25,000.00
          (the "Report Deposit Fee") to cover, among other things, the costs
          and expenses incurred by the Lender in conducting its due diligence
          necessary to underwrite the Loan.  Should the Loan not close for any
          reason other than Borrower's or Guarantor's failure to comply with
          the terms of this Commitment Letter in any material respect or any
          misrepresentation (intentional or unintentional) of Borrower or
          Guarantor, the Report Deposit Fee remaining after the deduction
          therefrom by the Lender of the reasonable costs incurred by Lender
          in preparing, negotiating and issuing this Commitment Letter and
          preparing to close the Loan (including, but not limited to, legal
          fees and expenses of Lender's Counsel and fees in connection with
          the Appraisal, the Environmental Report, the A&E Report, the
          preparation and delivery of releases or assignments of existing
          mortgages or liens, title insurance premiums, survey charges,
          mortgages and documentary stamp taxes and recording fees) and the
          costs and expenses incurred by Lender in connection with its said
          due diligence (including, but not limited to underwriting expense,
          expense incurred by Lender for site inspections and travel time and
          expenses) shall be refunded by Lender to the Borrower.  If the Loan
          does not close by reason of Borrower's or Guarantor's failure to
          comply with the terms of this Commitment Letter in any material
          respect or by reason of any misrepresentation (intentional or
          unintentional) of Borrower or Guarantor, then:

          (i)   the Borrower shall pay all costs and expense incurred by the
                Lender in connection with this Commitment Letter and/or the
                Loan, including, but not limited to, legal fees and expenses
                and fees and costs in connection with the Appraisal, the
                Environmental Report, the A&E Report, site inspections, due
                diligence, surveys, title insurance premiums, survey charges,
                underwriting expenses, travel expenses, recording or filing
                fees and documentary taxes;and

          (ii)  the then unexpended balance of the Report Deposit Fee shall be
                applied first against and in reduction of Lender's said costs
                and expenses in connection with this Commitment Letter and/or
                the Loan and, second, the remainder, if any, against and in
                reduction of the Break-Up Fee.

            If the Loan closes, the Report Deposit Fee shall be accounted for
            at the Closing and credited to Borrower's closing costs.

      (d)   Exit Fee:  Subject to the provisions of paragraph 4(b) above, the
            Borrower shall pay to the Lender on the date the Loan is paid in
            full (but not later than the Maturity Date) an exit fee equal to
            one percent (1%) of the original principal amount of the Loan (the
            "Exit Fee").

      8.    Collateral Security: The Collateral Security for the Loan shall
            be:

      (a)   A perfected first priority mortgage and lien (or, if applicable,
            deed of trust) on the real estate, together with the 220 room
            hotel/casino in Mesquite, Nevada and other improvements now or
            hereafter located thereon (the "Improvements"), and commonly known
            as The Mesquite Star Hotel & Casino, Mesquite Blvd. & I-15
            Freeway, Mesquite, Nevada, and being more particularly described
            as set forth in Exhibit A-1 attached hereto (selectively, the
            "Land" and the Land and Improvements being hereinafter on occasion
            referred to collectively as the "Real Estate").

      (b)   Except for any such personal property as is currently leased or
            leased prior to Closing subject to an installment purchase
            contract or otherwise financed by Borrower from independent third
            party lessors (including, normal replacements, substitutions and
            improvements of such items), a perfected first priority security
            interest in and to all fixtures, equipment, inventory in excess
            owed the wholesaler, contract rights, instruments, documents,
            accounts and general intangibles of Borrower, whether now owned or
            existing or hereinafter arising or acquired, affixed or to be
            affixed to or arising out of, as a result of or incidental to or
            acquired or to be acquired for use in connection with or otherwise
            pertaining to all or any part of the Real Estate, or the use,
            ownership, management, development or occupancy of all or any part
            thereof or the repair, restoration, replacement or improvement of
            all or any part thereof; any and all replacements, substitutions,
            exceptions or additions to or for any of the foregoing and all
            products and cash and non-cash proceeds of any or all of the
            foregoing (selectively, the "Personal Property Collateral"):

      (c)   Perfected first priority assignment of all the leases, rental
            agreements and other occupancy or rental arrangements now or
            hereafter in effect with respect to all or any part of the other
            Collateral (as hereinafter defined), all guarantees and security
            for any thereof and all rents, issues, other revenues, and profits
            payable or to become payable thereunder (selectively, the "Leases
            and Rents"); and

      (d)   A first priority assignment of any management agreement in effect
            with respect to all or any part of the Collateral, each such
            management contract to be in form and substance acceptable to
            Lender subordinate to the Loan Documents, the liens thereof and
            the rights of Lender hereunder and Lender to have the right to
            terminate any such management agreement upon any default by
            Borrower under any one or more or all of the Loan Documents
            Borrower may change management company with Lender's prior written
            approval.  Lender may not unreasonably withhold such approval.

            The Real Estate, the Personal Property Collateral, the Leases and
            Rents and said management contract(s) are hereinafter referred to
            collectively as the "Collateral."

      9.  Guarantor: The following: NevStar Gaming & Entertainment Corporation
and Michael J. Signorelli (individually and jointly and severally)
(collectively, the "Guarantor") but only with respect to the "Recourse
Obligations" described in paragraph 15 below and the Obligations of Borrower
and Guarantor to Lender under the Hazardous Materials Indemnity Agreement to
be executed by them pursuant to the provisions of paragraph 12(f) below.

      10.  Legal Matters:

      (a)  Quality of Documents and Items: Each document and item required to
           be submitted to the Lender or Lender's Counsel pursuant to the
           terms of this Commitment Letter shall be in form and substance
           satisfactory to the Lender and Lender's Counsel and for all
           purposes shall be deemed submitted to them for their respective
           approvals.

      (b)  Lender's Counsel.  Lender's Legal Counsel is Daniel D. Muller,
           Esquire of the Manchester, New Hampshire office of the Law Firm of
           Peabody & Brown.  The address of the Manchester, New Hampshire
           office of said law firm is 889 Elm Street, Manchester, NH 03101
           (telephone number (603) 628-4000).

      (c)  Cost of Lender's Counsel: In addition to all other fees, costs and
           expenses payable by Borrower pursuant hereto, by reasonable cost o
           Lender's Counsel, counsel for Lender's Repurchaser and any local or
           special counsel engaged by Lender or Lender's Counsel and all
           reasonable expenses charged to Lender by such counsel shall be
           charged to, and paid by, the Borrower.  Lender, however, agrees
           that the fees of Lender's Counsel shall not exceed $25,000.00 in
           the aggregate if the transaction contemplated hereby does not
           involve any exceptional or unusual problems or unexpected delays in
           closing.

      11.   Loan Closing: The Closing (selectively, the "Closing" or the
"Closing Date") shall take place thirty (30) days following the date all
Conditions Precedent (as defined below) required to be satisfied prior to the
Closing have, to the sole judgment of a Lender and Lender's Counsel, been
fully satisfied and/or waived or on such earlier date as the Lender and
Borrower may hereafter agree upon in writing, time being of the essence
hereof.  The Closing shall take place at such location as the parties may
agree upon in writing.

      12.   Loan Documents.  Loan Documents shall consist of the following
(collectively the "Loan Documents");

       (a)  Loan Agreement: Including provisions for the following:

            (i)   Reserves shall be deposited by Borrower with the Lender at
                  Closing (or Lender may withhold from the Loan Proceeds) in
                  an amount equal to one hundred twenty-five percent (125%) of
                  the cost of any other immediately needed repairs or
                  maintenance to the Improvements disclosed by the A&E Report
                  (as hereinafter defined), such reserves to be released to
                  Borrower for reimbursement for such maintenance and repair
                  expenses on terms acceptable to Lender and Lender's Counsel:

            (ii)  Borrower will submit to Lender within thirty (30) days of
                  all county, state and municipal taxes and special  
                  assessments, invoices and bills received by Borrower with
                  respect to the Real Estate or any of the other Collateral
                  then having been due and payable have been paid in full;

            (iii) Borrower will submit to Lender within thirty (30) days of
                  taxes and insurance becoming due and payable, evidence that
                  said insurance and tax payments then having become due and
                  payable, have been paid in full;

            (iv)  Subject to Borrower's satisfaction of certain conditions as
                  provided in the Loan Documents (including payment of a 1%
                  fee prior to sale and securitization of the Loan, or $10,000
                  fee after sale or securitization), Borrower has a one time
                  right to transfer title to the Real Estate and the other
                  Collateral.  Otherwise, any sale, transfer or conveyance of
                  all or part of the Real Estate or the other Collateral shall
                  give Lender the right to declare the balance of the Loan
                  immediately due and payable;

            (v)   Designation and specifications of events of default
                  satisfactory to Lender and Lender's Counsel;

            (vi)  The senior management, control and ownership of Borrower
                  shall not change without the prior written consent of the
                  Lender and Borrower shall continue to be a single asset
                  entity.  Lender shall not unreasonably withhold such written
                  consent;

            (vii) Lender shall have the right to conduct an environmental
                  audit at any time during the term of the Loan and, in
                  addition, such environmental audit shall be conducted at
                  Borrower's expense in the event Lender has received notice
                  of an environmental enforcement action, notice, or lien;

            (viii)Lender shall have the right, in the exercise of reasonable
                  commercial banking judgment, to adjust the monthly
                  contributions to all escrow and/or reserve accounts to such
                  amounts as Lender deems reasonably prudent to account for 
                  actual or projected increases or decreases in the amounts of
                  the items to be paid therefrom (such right to be exercisable
                  by Lender as often as the occasion therefore shall arise but
                  only after affording Borrower thirty (30)days to cure any
                  circumstances necessitating any such adjustment that will
                  result in any increase in such monthly contribution unless
                  such circumstances are of a nature whose cure is
                  impossible);

            (ix)  Borrower shall submit to Lender within one hundred twenty
                  (120) days following the close of each calendar year
                  financial statements with respect to the Real Estate in form
                  and substance satisfactory to Lender prepared by Borrower's
                  independent certified public accountants.  Borrower shall
                  also submit to Lender such other and further information
                  with respect to Borrower, Guarantor, the Real Estate or the
                  business or financial affairs of any of them as the Lender
                  may reasonably require from time to time; and

            (x)   A prohibition against any change, modification or
                  termination to any management agreement in effect with
                  respect to the Real Estate without prior  written consent of
                  the Lender and a prohibition against any liens on all or
                  part of the Collateral (whether junior or senior to the Loan
                  Documents) without the prior written consent of the Lender.
                  Lender shall not unreasonably withhold such written consent.

The Lender will furnish the Borrower with copies of the Loan Documents for
review within fifteen (15) days following that date Lender completes its
underwriting and receives the approval of its credit committee for the Loan.

       (b)  Promissory Note: Including provisions for the following:

            (i)   The Promissory Note shall allow the Lender to collect late
                  payment charges up to 4% of the amount of any late payment
                  on that Note;

            (ii)  After any acceleration of the Maturity Date, the interest
                  rate in effect at such time shall be increased by the annual
                  rate of 4%; and

            (iii) During the term of the Loan, the Borrower may prepay the
                  principal amount of the Loan in whole or in part provided
                  Borrower pays Lender a premium equal to one percent (1%) of
                  the amount so prepaid;

      (c)   Guaranty:  Direct, unconditional guaranty by the Guarantors of the 
            complete payment, performance and satisfaction of all the Recourse 
            Obligations (as hereinafter defined);

      (d)   Security Instruments:  Including the following (all of which may
            be combined into one or any other number of documents):
     
            (i)   Mortgage Instrument:  The Mortgage Instrument shall be a
                  perfected first priority lien and mortgage (fee or leasehold
                  where and when it is applicable) and, consistent with the
                  terms hereof, shall include provisions as to required
                  insurance, prohibitions on transfer, future mortgaging,
                  selling, conveying, leasing, and voluntary and involuntary
                  liens, all as the Lender may require as well as other
                  provisions reasonably required by Lender or Lender's
                  Counsel;

            (ii)  Security Agreement and Financing Statements:  The Security
                  Agreement and Financing Statements shall provide a perfected
                  first priority security interest in all of the Personal
                  Property Collateral;

            (iii) Assignment of Leases and Rents: A perfected, first priority
                  assignment of Borrower's interest in all of the Leases and
                  Rents (including the rights to receive rents); and 

            (iv)  Assignment of Management Contracts.  A perfected first
                  priority assignment of Borrower's rights and interest in all
                  management agreements in effect with respect to the Real
                  Estate with the consent of each franchiser, concessionaire
                  and property manager to the same and also to contain full
                  and complete subordination and standstill of each such
                  management agreement and right of the property manager
                  thereunder to the Loan Documents and the right of the Lender
                  conditions set forth in Paragraph 12(d) above.  Initially,
                  the property manager shall be the Borrower.

      (e)   Intentionally Omitted.

      (f)   Hazardous Materials Indemnity Agreement:  An indemnity agreement
            executed by Borrower and Guarantor, jointly and severally
            indemnifying Lender for any and all liability of the Lender under  
            any and all state and federal environmental or hazardous materials 
            laws.


      (g)   Other Documents:  Such other and further documents, instruments
            and agreements as the Lender, Lender's Counsel, the Lender's Loan
            Repurchaser or its counsel may reasonably require consistent with
            the nature of the Loan, the Collateral, the borrowing entity and
            prudent and reasonable practices which are not inconsistent with
            this Commitment Letter or the transactions contemplated hereby.

      13.   Availability of Funds: Except for any thereof to be held as a
reserve for the Initial Repairs, the Loan Proceeds should be made available at
the Closing, the recordation and/or filing of the Loan Documents and such
other documents or instruments requiring such filing or recordation and
Lender's receipt of the Loan Proceeds from its funding source for the Loan
less any amounts which Lender, at its sole discretion, may retain therefrom to
pay amounts by Borrower to others as a result of the Closing, including, but
not limited to, those third party expenses described in Paragraph 14 below. 
Lender shall have no liability with regard to the time at which its fund wire
transfers are received, and shall not be responsible for any charges incurred,
interest lost, or any other liability due to timing of the wire transfer.

      14.   Fees and Expenses:

      (a)   Generally:  Borrower will pay, at the Closing, any and all
            reasonable, documented charges and fees incurred by Borrower
            and/or Lender in connection with the Loan including, but not
            limited to title examination and title insurance, surveys,
            recording and filing fees, documentary stamps, mortgage recording
            taxes and other taxes imposed by reason of the execution and/or
            delivery and/or recording of any of the Loan Documents and all
            other taxes (other than income taxes of Lender) applicable to the
            Loan, legal, engineering, environmental, due diligence, architect,
            insurance consultant, appraisal fees and expenses, escrow, license
            and permit fees and expenses, insurance premiums, flood search
            fees, site inspection, travel time and expenses and such other
            expenses as reasonably may be incurred in connection with the
            Loan.

      (b)   Survival.  The provisions of this Paragraph 14 shall survive the
            Closing and any termination or expiration of this Commitment
            Letter.

      15.   Non-Recourse Feature: Notwithstanding anything contained in this
Commitment Letter to the contrary, the Lender agrees and (except as
hereinafter set forth) the Loan Documents shall provide, that the Borrower
shall have no personal liability for the repayment of the Loan or the
performance of any of the Borrower's obligations under any of the Loan
Documents except for the following (the "Recourse Obligations"):

      (a)  The obligation to pay fees and expenses provided for in Paragraph
           14 and 7 above;

      (b)  Misapplication of insurance proceeds, condemnation proceeds, or
           tenant security deposits;

      (c)  Rents collected more than one month in advance not applied to the
           repayment of the Loan or the operating expense of the Real Estate;

      (d)  Rents collected after the occurrence of any event of default under
           any of the Loan Documents not applied to the repayment of the Loan
           or operating expenses of the Real Estate;     

      (e)  Failure to pay (or deposit into reserves held by the Lender funds
           sufficient to pay) taxes or insurance on the Collateral or any part
           thereof, any other cost or expense related to the Collateral for
           which the Borrower is required to escrow funds hereunder or under
           any of the Loan Documents or any liens with priority over any of
           the liens created under any one or more all of the Loan Documents;

      (f)  Damages arising from any fraud or misrepresentation of the
           Borrower;

      (g)  Intentional damage to all or any part of the Collateral;

      (h)  The obligations of the Borrower to Lender under the Hazardous
           Materials Indemnity Agreement be executed by the Borrower and the
           Guarantor or any of the provisions of any of the Loan Documents
           dealing with hazardous or toxic substances or materials; or

      (i)  The failure by the Borrower to comply with any applicable federal,
           state, county or municipal environmental laws, statutes, codes,
           ordinances or regulations.

      16.   Conditions Precedent:  The obligations of Lender hereunder to
close the Loan and disburse the Loan Proceeds are expressly contingent upon
the full and complete satisfaction by the Borrower of each of the following
conditions (collectively, the "Conditions Precedent" and, on occasion
individually as a "Condition Precedent"):

      (a)   Pre-closing Business Conditions Precedent.  Lender shall have
            received not more than twenty (20) days after receipt by the
            Lender of all of Borrower's Pre-Closing Business Documents (as
            hereinafter defined) an agreement from a purchaser of Lender's
            choice ("Lender's Repurchaser") to purchase the Loan from the
            Lender at the Closing upon terms and conditions satisfactory to
            the Lender, in its sole discretion, (the "Loan Repurchase
            Agreement"), and Lender shall have completed its underwriting, and
            received its Credit Committee's approval, for the Loan not more
            than twenty (20) days after the date the Lender receives all of
            the Borrower's Pre-Closing Business Documents and the Pre-Closing
            Document Notice and such underwriting shall have disclosed the
            Loan and the Collateral meet all of Lender's guidelines (whether
            underwriting or other).  Also, Lender shall have received not more
            than thirty (30) days after the Effective Date of this Commitment  
            Letter each of the following (the "Borrower Pre-Closing Business
            Documents") from the Borrower and a notice in writing from the
            Borrower to Lender in the form of Exhibit B attached hereto (the
            "Pre-Closing Document Notice") which shall be deemed received by
            Lender upon the next business day of Lender after Borrower
            deposits the same, properly addressed, by Federal Express or other
            equally recognized overnight courier:

            (i)   Current financial statement from the Borrower and Guarantor
                  prepared and certified by Borrower and Guarantor;

            (ii)  Complete copies of any tax returns filed by the Borrower
                  and/or Guarantor with any federal, state or local tax
                  authority during the past three (3) years together with the
                  schedules to each thereof;

            (iii) Financial, Income and Cash Flow Statements for the
                  Collateral for fiscal years ending December 31, 1995,
                  December 31, 1996, December 31, 1997 and the six (6) month
                  period ending June 30, 1998, prepared and certified by
                  Borrower's Certified Public Accountant;

            (iv)  A copy of the Deed to the Real Estate by which Borrower
                  acquired title thereto and tax identification numbers for
                  the Borrower and social security number for the Guarantor;

            (v)   A true and complete copy of each lease, vendor contract and
                  other contract or agreement effecting all or any part of
                  the Collateral;

            (vi)  A policy of hazard insurance with respect to the
                  Improvements and Personal Property (or certificates
                  thereof) in an amount equal to the lessor of the full
                  replacement value of said Improvements and Personal Property 
                  Collateral or the Loan Amount and such policy to:

                  (a)   contain a standard "Mortgagee" clause or endorsement
                        with respect to the Improvements and a standard
                        "lender's loss payable" or "lender's loss payee"
                        clause or endorsement acceptable to Lender and
                        Lender's Counsel and provisions for a minimum thirty
                        (30) day advanced written notice to Lender of any
                        intended policy cancellation or non-renewal,

                  (b)   be issued by an insurer satisfactory to the Lender and
                        rated "A" or better in the most recent A.M. Best's
                        Insurance Report and,

                  (c)   be accompanied with proof of full payment of all
                        premiums (non-financed) for a period to extend at
                        least one year beyond Closing and a certification
                        from the insurer in the event Lender obtains title to
                        the Collateral or otherwise obtains control thereof,
                        the insurance premiums will be at the same rate as
                        would have been otherwise paid by the Borrower;

            (vii) The policy of general liability insurance (or certificate
                  thereof) as to the Borrower, with such policy to:

                  (a)   contains coverage types and amounts satisfactory to
                        Lender and Lender's insurance consultant, 

                  (b)   be issued by an insurer satisfactory to the Lender and
                        Lender's insurance consultant and rated "A" or better
                        in the most current A.M. Best's Insurance Report and,

                  (c)   be accompanied by proof of full payment of all
                        premiums (non-financed)for a period to extend at
                        least one year beyond Closing;

           (viii) Evidence satisfactory to Lender and Lender's Counsel as to
                  whether or not any material part of the Real Estate is
                  located within an area identified pursuant to the Flood
                  Disaster Protection Act of 1973 as having special flood
                  hazards, with the certification that is required with the
                  surveys required by this Commitment Letter to be permitted
                  to constitute such evidence, and Lender hereby reserving the
                  right to make this Commitment Letter void or to require
                  flood insurance policy naming Lender as Mortgagee if any
                  Improvements are or will be located in a special flood
                  hazard zone;

            (ix)  Policies or certificates with respect to such other and
                  further insurance as the Lender or Lender's insurance
                  consultant may specify in writing, each such policy to be
                  in such amounts and cover such risks as the Lender or its
                  insurance consultant may reasonably require and issued by an
                  insurer satisfactory to Lender, be accompanied by proof of
                  full payment of all premiums (non-financed) for a period to
                  extend to at least one year beyond Closing and be otherwise
                  in a form and substance satisfactory to Lender and
                  Lender's insurance consultant; 

            (x)   A copy of each real estate tax bill for the Real Estate and
                  each part thereof for the then current real estate tax year
                  (if available);

            (xi)  Engineering report (selectively, the "A&E Report") in form
                  and substance acceptable to Lender with respect to the
                  structural soundness, condition and state of repair of the
                  Improvements and the major systems and facilities serving
                  the same (which report shall be ordered by the Lender, but
                  paid for the Borrower) and any defects disclosed thereby
                  (the "Disclosed Structural Defects");

            (xii) Phase I Environmental Report with respect to the Real Estate
                  prepared by duly licensed or registered environmental
                  engineer satisfactory to Lender (which report shall be
                  ordered by Lender but paid for by the Borrower) disclosing
                  the Real Estate to be free from any environmental defects
                  except as expressly otherwise disclosed thereby (the
                  "Environmental Report" and the "Disclosed Environmental
                  Defects" respectively);

           (xiii) Evidence satisfactory to the Lender that all Disclosed
                  Structural Defects and Disclosed Environmental Defects have
                  been fully and completed remediated or, in the case of any
                  Disclosed Environmental or Structural Defect which the
                  Lender (in its sole discretion) permits to be remediated
                  post-Closing by a date specified in writing by the Lender
                  for the completion of such remediation, evidence
                  satisfactory to the Lender and Lender's Counsel that
                  formal written contractual arrangements of such remediation
                  approved by the Lender and the Lender's Counsel are in
                  place, funds are available (by escrow or otherwise specified
                  by Lender) to pay all of the costs and expenses of
                  such remediation, and that such remediation can reasonably
                  be expected to be completed by the completion date for the
                  same specified by the Lender in its sole discretion;

          (xiv)   A written appraisal of the Real Estate (the "Appraisal")
                  prepared by a certified M.A.I. state appraiser licensed in
                  the State of Nevada satisfactory to the Lender (which
                  appraisal shall be ordered by the Lender and paid for by
                  the Borrower), certifying to the Lender and dated not more
                  than 60 days prior to the Closing Date that the Real Estate
                  has fair market value that will support a Loan to Value
                  Ratio ("LTV") of not greater that 65%, it being              
                  expressly agreed that:

                  (a)   if the appraisal shows a fair market value of less
                        than the amount necessary to achieve an LTV of 65% or
                        less either Borrower or Lender may terminate this
                        Commitment Letter within ten (10) days after receipt
                        of such Appraisal by written notice delivered to the
                        other; and 

                  (b)   Borrower shall order and pay the cost thereof;

            (xv)  Intentionally Omitted;

            (xvi) A detailed description of the Initial Repairs together with
                  a complete copy of such contract for the installation and
                  completion thereof;

           (xvii) From and after the date hereof and until the date of
                  Closing, monthly operating statements for the Collateral
                  prepared and certified by Borrower's management (each
                  thereof being submitted to Lender for its review and
                  approval);

           (xviii Intentionally Omitted;

            (xix) Evidence satisfactory to the Lender that the operating
                  income from the Real Estate is and will continue to be
                  sufficient to pay all operating expenses of the Collateral
                  and all sums payable to Lender on or on account of the Loan  
                 as they become due and payable;

            (xx)  Complete credit reports for the Borrower and Guarantor for
                  Lender's review and approval (such credit reports to be
                  ordered by the Lender and paid for by the Borrower); and

            (xxi) Such additional information which may be reasonably required
                  by Lender or Lender's Counsel evaluating the Borrower, the
                  Guarantor, the Collateral and/or the Loan contemplated
                  hereby.

      (b)   Pre-Closing Legal Conditions:  Not later than thirty (30) days
            following the Effective Date of this Commitment Letter or at such
            other time as is specified with respect to any particular item,
            Lender's Counsel shall have received the following from Borrower
            or Borrower's Counsel (the "Pre-Closing Legal Documents"):

            (i)   A Commitment for a policy of Lender's Title Insurance (the
                  "Title Commitment") effective as of a date not more than
                  forty (40) days prior to the Closing Date issued by
                  Fidelity National Title or other title insurer satisfactory
                  to Lender and Lender's Counsel (the "Title Insurer") naming
                  the Lender as the proposed insured and Borrower as the owner
                  of the Real Estate, disclosing that the Borrower is the
                  owner of fee simple title thereto subject only to such
                  liens, charges and exceptions (whether general or special),
                  if any, as are acceptable to Lender and Lender's Counsel in
                  their sole discretion (the "Approved Exceptions") and
                  pursuant to which the Title Insurer irrevocably agrees to
                  issue, subject only to exceptions and conditions acceptable
                  to Lender and Lender's Counsel, a policy of Lender's Title
                  Insurance in an amount equal tothe Loan Amount to Lender
                  insuring, with such endorsements as Lender or Lender's
                  Counsel may require (the "Insurance Policy") or, in lieu of
                  the Title Commitment a Preliminary Report on Title
                  containing the same assurances, that:

                  (a)   Borrower is the owner of good, marketable, insurable
                        and indefeasible fee simple title to the Real Estate
                        and the Leases and Rents and/or leasehold title when
                        and where applicable,
                  (b)   The Mortgage constitutes a valid, enforceable and
                        perfected first priority mortgage and lien on the
                        Real Estate, and

                  (c)   The Assignment of Leases and Rents constitutes a
                        valid, enforceable and perfected first priority
                        assignment of the Leases and Rents and that there are
                        no leases other than the leases set forth in the       
                        certified rent roll (each of which shall be subject to
                        and subordinate to the Mortgage);

            (ii)  Copies of all instruments effecting the title to the Real
                  Estate referred to in the Title Commitment;

            (iii) Three copies of an "as built" survey of the Real Estate
                  prepared by a surveyor licensed in the state wherein the
                  Real Estate is located in accordance with the Minimum
                  Street Detail Requirements for ALTA/ACSM Land Title Survey
                  as adopted by the American Land Title Association on October 
                  17, 1992 in the American Congress in Surveying and Mapping
                  on November 11, 1992(including such optional Survey
                  responsibilities and Specifications as may be reasonably
                  required by Lender) and any other survey requirements of the
                  Lender, Lender's Counsel or the Title Insurer, dated not
                  more than thirty (30) days prior to the Closing Date,
                  certified by said surveyor in the manner set forth in
                  Exhibit C hereto, showing (among other things) the Real
                  Estate to be free of encroachments, overlaps and other       
                  survey defects and otherwise conforming with the
                  requirements of Exhibit E attached hereto and also being
                  in form and substance satisfactory to the Lender, Lender's
                  Counsel and the Title Insurer;

            (iv)  A Surveyor's Report prepared and certified by the surveyor
                  described in "(iii)" above with respect to the Real Estate
                  in form and substance satisfactory to the Lender, Lender's
                  Counsel and the Title Insurer;

            (v)   Evidenced reasonably satisfactory to the Lender and Lender's
                  Counsel that the Real Estate is in compliance with all
                  applicable federal, state, county and municipal laws,
                  statutes, codes, regulations, ordinances and other similar
                  requirements of all applicable governmental and quasi        
                  governmental authorities, agencies, departments and
                  inspection organizations, including, but not limited to,
                  zoning regulations, building restrictions, environmental
                  requirements, the Americans with Disabilities Act and
                  occupational safety and health requirements and that the
                  Real Estate consists of a separate tax lot so that it is
                  assessed separate and apart from any other property owned by
                  Borrower or any other person or entities;

            (vi)  Permanent Certificate of Occupancy acceptable to Lender's
                  Counsel and such other certificates, approvals, permits,
                  licenses and approvals of each regulatory and inspection
                  organization or authority (whether governmental or
                  private)that is required (or customarily procured)
                  concerning the construction, use, occupancy or operation of
                  the Real Estate or any other Collateral, all the foregoing
                  to be in full force and effect, final and non-appealable;

            (vii) Evidence reasonably satisfactory to Lender and Lender's
                  Counsel that:

                  (a)   There is no outstanding conditional sales contracts,
                        chattel mortgages, security agreements, mortgages,
                        deeds of trust, options, financing statements or
                        other title instruments or lien documents or legal
                        impediments, mechanics or materialsmen liens or other
                        encumbrances affecting any of the Collateral, except
                        as set forth in Schedule #2 hereto, that will not be
                        repaid at Closing and fully released;

                  (b)   No circumstances or events have occurred at or prior
                        to the Closing Date which subsequent to the Closing
                        Date could give rise to an encumbrance on the
                        Collateral or any part thereof other than those held
                        by the Lender; and 


                  (c)   Except for furniture and equipment leases and
                        installment contracts listed on Schedule #2 hereto,
                        that the Personal Property Collateral is owned by the
                        Borrower free of any and all liens, encumbrances,
                        security interests, pledges, hypothecations or other
                        adverse claims;

            (viii)      Certified copies of Borrower's organizational
                        documents and all action taken by Borrower to
                        authorize the procurement of the Loan, the execution,
                        delivery and performance of the Loan Documents,
                        together with a Certificate of Good Standing or
                        Existence from the appropriate governmental authority
                        in the jurisdiction where Borrower was organized
                        and each jurisdiction wherein any of the Collateral is
                        located or wherein the Borrower conducts any material
                        part of Borrower's business, all of the foregoing to
                        be issued not more than thirty (30) days prior to the
                        Closing Date;

            (ix)  A written opinion from Borrower's Counsel addressed to
                  Lender and to be provided at the Closing concerning the
                  following:

                  (a)   The Security Instruments executed by Borrower and
                        delivered to Lender create a first priority perfected
                        security interest in favor of the Lender in the
                        Personal Property Collateral;

                  (b)   Execution of the Loan Documents has been duly
                        authorized by all necessary actions of Borrower and
                        Guarantor and such executions have been performed by
                        the persons authorized to do so;

                  (c)   Each of the Loan Documents are valid, binding and
                        legal obligations of the Borrower and the Guarantor
                        and are enforceable against them in accordance with
                        their respective terms;

                  (d)   Borrower and Guarantor are duly organized and existing
                        and in good standing under the laws of their
                        respective jurisdictions of organization and are in
                        good standing under the laws of each jurisdiction
                        wherein any part of the Collateral is located or in
                        which either of them conduct any material part of
                        their respective businesses;

                  (e)   Neither Borrower or Guarantor is a party to any
                        pending litigation nor is any litigation threatened
                        against either of them, which, if adversely
                        determined, would impair the ability of them to meet
                        their respective obligations under any of the Loan
                        Documents;

                  (f)   The fees and interest charged or to be charged by the
                        Lender in connection with the Loan do not violate any
                        usury or other similar laws of the State of Nevada;
                        and 

                  (g)   That the Real Estate is in compliance with all
                        applicable federal, state, county and municipal laws,
                        statutes, codes, ordinances and regulations and other
                        similar requirements as contemplated by Paragraph(iv)
                        above;

            (x)   A Certificate from Borrower in form and substance acceptable
                  to Lender and Lender's Counsel and to be provided by
                  Borrower to Lender at the Closing, certifying that to the
                  best of Borrower's knowledge and after due diligence and
                  appropriate inquiry:

                  (a)   No hazardous substances (including, but not limited to
                        asbestos and the group of organic compounds known as
                        polychlorinated biphenols) have been generated,
                        treated, stored or disposed of, or otherwise deposited
                        in or located on the Real Estate (including, without
                        limitation, the surface or subsurface waters of the
                        Real Estate) nor have any activities been undertaken
                        on the Real Estate which would cause (1) the Real
                        Estate to become a hazardous waste treatment, storage
                        or disposal facility within the meaning of, or
                        otherwise bring the Real Estate into the ambit of, the
                        Resource Conservation and Recovery Act of 1986         
                        ("RCRA"), 42 U.S.C. 6901 et seq., or any similar state
                        law or local ordinance, (2) a release or threatened
                        release of hazardous waste from the Real Estate within
                        the meaning, or otherwise bring the Real Estate within
                        the ambit of, the Comprehensive Environmental Response
                        and Liability Act of 1980 ("CERCLA") 42 U.S.C.
                        9601-9650, or similar state law or local ordinance or
                        any part other environmental aws, or (3) the
                        discharge of pollutants or affluence into any water
                        source or system, the discharge into the air of any
                        omissions, which would require a permit under the
                        Federal Water Pollution Control Act, 33 U.S.C. 1251 et
                        seq. or the Clean Air Act, 42 U.S.C. 7401 et seq. or
                        any similar state law or local ordinance, (4) there
                        are no substances or materials on the Real Estate
                        which would support a claim or cause of action under
                        RCRA, CERCLA or any other federal, state, county or
                        local environmental statutes, regulations, ordinances
                        or other environmental or regulatory requirements and
                        (5) no underground storage tanks or underground
                        deposits are located on the Real Estate, except as may
                        be disclosed in a report prepared by Lender's
                        environmental consultant and may be normally used in
                        the operation of the Real Estate at a level or in a
                        condition so as to have been determined not to
                        constitute an environmental hazard;

            (xi)  A Loan Information Form supplied by Lender duly completed;

            (xii) A Subordination Agreement from each principal of, or
                  investor in, the Borrower ("Inside Creditor") who holds
                  debt from the Borrower subordinating any and all
                  indebtedness of Borrower to such Inside Creditor to the
                  payment and performance of the indebtedness, liabilities,
                  obligations and undertakings of the Borrower to the Lender
                  under the Loan Documents, and otherwise to be in form and
                  substance satisfactory to the Lender and Lender's Counsel;

          (xiii)  Letter from the appropriate county and municipal authorities
                  certifying that the Real Estate is in compliance with all
                  applicable zoning and other land use ordinances,
                  regulations and codes applicable thereto for the use,
                  occupancy, operation or management thereof;

            (xiv) Borrower and, if required by Lender, Borrower's general
                  partner(s), managing member(s) or principal shareholder(s)
                  shall be a "Single Purpose Entity."For purposes hereof, a
                  Single Purpose Entity shall mean a United States
                  corporation, partnership or other legal business
                  organization which does not and cannot by virtue of its
                  organizational documents engage in any business other than
                  owning and operating the Collateral or acquire or own
                  material assets other than the Collateral and incidental
                  personal property, and which(a) maintains its assets in a
                  way which segregates and identifies such assets separate and
                  apart from the assets of any other person or entity, (b)
                  holds itself out to the public as a separate legal entity
                  from any other person or entity, (c) conducts business       
                  indebtedness other than the Loan and other indebtedness
                  incurred in the ordinary business provided such other
                  indebtedness is not evidenced by a note or similar
                  instrument and, (e) otherwise complies with rating agency
                  standards for a single purpose entity.  Borrower's
                  organizational documents and the loan documents will
                  require the unanimous vote of directors and/or members of
                  Borrower in connection with the filing of a bankruptcy
                  petition, and other standard bankruptcy remoteness
                  provisions.  The Lender may require such non-consolidation
                  opinions from Borrower's counsel as it may request;

            (xv)  Certificate from the Borrower and dated not more than forty-
                  five (45) days prior to the Closing Date, certifying to the
                  Lender that the Real Estate and the use, occupancy,
                  operation and management thereof comply in all respects
                  with all federal, state, county and municipal laws,
                  statutes, ordinances, regulations, codes and similar
                  requirements applicable hereto;

            (xvi) Evidence satisfactory to Lender and Lender's Counsel of
                  Borrower's compliance with the Environmental Clean Up
                  Responsibility Act and that no action is pending or liens
                  imposed or threatened under any Spill Compensation and/or
                  Control Acts;

           (xvii) Evidence satisfactory to Lender and Lender's Counsel that
                  all easements necessary for utilities, public road access,
                  parking and otherwise are in place and that all necessary
                  utilities are available on the Land;

          (xviii) UCC, litigation and tax lien search acceptable to Lender and
                  its counsel; and

            (xix) A letter addressed to Lender in the form of Exhibit "D"
                  attached hereto or duly executed by the Borrower (the "Pre-
                  Closing Legal Conditions Letter").

      (c)   Closing Date Documentary Conditions: At or before the Closing,
            Lender and Lender's Counsel shall have received, or at the
            direction of Lender or Lender's Counsel the Title Insurer shall
            have received, the following from Borrower or Borrower's Counsel:

            (i)  The Loan Documents duly executed by the Borrower and
                  Guarantor and all others whose execution is required and,
                  where appropriate, duly filed or recorded or accepted by the
                  Title Insurer;

            (ii)  The Origination Fee and all other amounts required to be
                  paid by Borrower or third parties to or for the benefit of
                  the Lender pursuant to the terms of this Commitment Letter
                  (the same to be paid from the Loan Proceeds, if there are
                  such proceeds available for such purposes);
     
            (iii) The original, fully executed releases of all mortgages,
                  liens and other encumbrances to be discharged in connection
                  with the Closing, original fully executed UCC-3 Termination
                  Statements of all financing statements terminated in
                  connection with Closing and any other appropriate release
                  documents fully executed by the holders of the instruments
                  released, together with wiring instructions for the payoff
                  of each such mortgage, lien, encumbrance, financing
                  statement or other instrument;

            (iv)  The Title Insurance Policy conforming with the provisions of
                  Paragraph 16(b)(1) and Exhibit "F" attached hereto; and

            (v)  Evidence acceptable to Lender and Lender's Counsel that the
                 transferor of any real estate involved in the transaction as
                 contemplated by this Commitment Letter either (a) is not a
                 foreign entity or (b) if such transferor is a foreign
                 entity, evidence to assure Lender that transfer of such
                 property was accomplished in accordance with all applicable
                 tax codes, especially Section 1445 of the Internal Revenue
                 Code.

      (d)   Other Closing Date Conditions: As of the Closing Date:

            (i)  There shall have been no material adverse changes in the
                 business condition (financial or otherwise) of the Borrower
                 or the Guarantor which, in the sole discretion of Lender,
                 would materially impair either the value of the Collateral
                 or Borrower's, or Guarantor's ability to perform their
                 respective obligations under the Loan Documents to any
                 material extent;

            (ii) The Collateral shall be undamaged by fire or other cause and
                 there shall be no condemnation or eminent domain proceedings
                 threatened or pending against the Collateral or any part
                 thereof;

           (iii) Borrower's Debt Service Coverage Ratio shall not be less
                 than 1.40 to 1 [because the final interest rate will not be
                 set until the business day of Lender next preceding the date
                 of Closing, should the index rate increase to a level that
                 causes the Debt Service Coverage Ratio to be below the
                 minimum Debt Service Coverage Ratio, the Lender may, at its
                 option, reduce the amount of the Loan to an amount which
                 will cause the Debt Service Coverage Ratio to be equal to
                 the minimum Debt Service Coverage Ratio.  If pursuant to the
                 terms hereof, the Lender chooses to reduce the loan amount
                 to a level unacceptable to the Borrower, the Borrower will
                 have the option of terminating this commitment and shall be
                 liable for all Lender's expenses as set forth in Paragraph
                 7(c)];

         (iv)    Borrower shall have paid all fees and expenses payable by it
                 pursuant to this Commitment Letter, including, but not
                 limited to, third party fees and expenses described in
                 Paragraph 14 of this Commitment Letter;

         (v)     No event shall exist or circumstances have occurred which,
                 with the passage of time or giving notice or both, would
                 constitute an event of default under any of the Loan
                 Documents;

         (vi)    There shall have been no change in the senior management,
                 ownership or control of the Borrower, without the prior
                 written consent of the Lender (a provision to this effect to
                 be included in the Loan Documents);

         (vii)   Borrower shall be the owner of good, marketable, insurable,
                 and indefeasible fee simple title to the Real Estate and the
                 other Collateral and such title shall be unencumbered but
                 for the Approved Exceptions;

         (viii)  All of the information, representations, exhibits and
                 other materials submitted with or in support of the
                 Loan request are accurate in all material respects and
                 there must be no adverse change in the set of facts
                 prior to the disbursement of funds or during the term
                 of the Loan;

         (ix)    The Loan and the Closing thereof shall in all respects be
                 legal and not violate any applicable law or other
                 requirements of any governmental authority; and

         (x)     No litigation shall be pending or threatened by, against or
                 with respect to Borrower, Guarantor or any of the Collateral
                 which, in the sole judgment of Lender, has or might
                 reasonably be expected to have a material adverse effect on
                 the Borrower, the Guarantor or any of the Collateral;
 
         (xi)    Lender shall have inspected the Real Estate prior to Closing
                 and shall have approved the same;

         (xii)   Lender's Loan Repurchaser completes its purchase of the Loan
                 pursuant to the Loan Repurchase Agreement, Borrower and
                 Guarantor hereby expressly acknowledging that Lender has
                 informed them, and they understand, that Lender will be
                 unable to close and fund the Loan unless Lender's Loan
                 Repurchaser funds the same pursuant to the Loan Repurchase
                 Agreement; and 

         (xiii)  Lender's credit committee shall have approved the Loan by
                 the time provided for such approval above and Lender shall
                 have notifies the Borrower in writing of such approval and
                 any additional terms and conditions required by said
                 approval; and Borrower shall have accepted the same and
                 complied with each thereof; and

         (xiv)   The borrowing entity has conduit acceptable bankruptcy
                 remoteness language.

     17.  Advice As to Deficiencies:  Upon Lender's receipt of the
Borrower's Pre-Closing Document Notice and the receipt by Lender's Counsel of
the Pre-Closing Legal Conditions Letter described in Paragraph 16(b)(xviii),
Lender and Lender's Counsel shall review all documentation thereto submitted
to them under Paragraphs 16(a) and 16(b) of this Commitment Letter and,
following said review, shall notify the Borrower in writing of any
deficiencies in such documentation.

     18.  Acceptance By Borrower: This Commitment Letter must be accepted by
Borrower and Guarantor by executing and returning to the Lender a copy of this
Commitment Letter (together with the Report Deposit Fee) on or before 5:00
p.m., local time, on the seventh day following the date hereof, failing which
this Commitment Letter shall be void without recourse to the parties hereto,
time being of the essence.  The Effective Date of this Commitment Letter shall
be the date on which the Lender receives such executed copy and the Report
Deposit Fee.


     19.  General Provisions:  

     (a)  Upon its acceptance of the Commitment Letter by the Borrower and
          Guarantor, as, when and in the manner provided for above, this
          Commitment Letter and all the terms, covenants, conditions and
          other provisions hereof shall be binding upon, and inure to the
          benefit of, the parties and their respective executors,
          administrators, personal representatives, heirs, successors and,
          in the case of Lender, assigns and, in the case of Borrower and
          Guarantor, permitted assigns;

     (b)  Borrower represents and warrants that the statements contained
          herein and in all documentation provided to Lender and all other
          representations and statements made by or on behalf of Borrower or
          Guarantors to Lender in connection with the application for and
          closing of the Loan are true and complete and do not omit any fact
          or information material to Lender's evaluation of said application
          and of Borrower's and Guarantor's credit worthiness or compliance
          with the conditions for the closing of the Loan.  Borrower
          acknowledges that Lender will rely on this warranty and
          representation in making the Loan if Borrower or Guarantor has
          made any material misrepresentation in connection with this
          Commitment for and/or closing of the Loan, and such shall be a
          default under the Loan Documents entitling the Lender to exercise
          any and all rights upon a default under the Loan Documents.  In
          addition, if the Loan has not closed and Lender elects to
          terminate its commitment to make the Loan due to any material
          misrepresentation as provided above, then notwithstanding any
          other provision of this Commitment Letter to the contrary, the
          Report Deposit Fee shall be retained by Lender as reasonable
          liquidated damages and as its sole remedy, other than the right to
          collect from Borrower and Guarantors the out-of-pocket costs and
          expenses for which Borrower is responsible under the terms of this
          Commitment Letter;

     (c)  Lender reserves the right to waive, in whole or in part, any of
          the covenants and obligations on the Borrower's part to be
          performed hereunder and any Conditions Precedent to the
          obligations of Lender contained herein, all of which have been
          inserted for the benefit of the Lender.  Borrower shall permit
          Lender and its representatives (including, without limitation,
          environmental audit agents to inspect the Collateral from time to
          time upon reasonable notice to the Borrower) and shall provide
          Lender and its representatives with information and documentation
          reasonably requested;

     (d)  This Commitment Letter shall be deemed to contain all of the terms
          and understandings between Lender, Borrower and Guarantors with
          respect to the Loan and shall supersede any and all prior
          understandings, instruments and agreements, written or oral,
          relating thereto.  The foregoing notwithstanding, this Commitment
          Letter is intended to serve only as a substantive outline of the
          documentation required by the Lender prior to and at Closing.  It
          is also possible that substantive terms of this transaction may be
          changed in order to reflect or account for changes in the
          statutory or regulatory authorities governing the subject matter
          of the transaction;

     (e)  The Lender shall not be bound by any modification, amendment or
          change in the terms hereof, and shall not be deemed to have waived
          any of its rights or the conditions to its obligations hereunder
          unless the same shall be in writing, signed by the Lender and sent
          or delivered to the Borrower;

     (f)  All notices and communications required or permitted to be given
          hereunder shall be in writing and sent by certified mail,
          overnight courier or facsimile to Borrower and Lender as follows:

          Lender:        CNB Capital, Inc.
                         55 Bridge Street
                         Manchester, NH 03101
                         Attn: Closing Department

          with copy to:  Daniel D. Muller, Esquire
                         PEABODY & BROWN
                         889 Elm Street
                         Manchester,  NH 03101

          Borrower:      NevStar Gaming & Entertainment Corporation
                         P.O. Box 96807
                         Las Vegas,  NV  89193-6807
                         Attn: Michael Signorelli

          with copy to:  Kenneth D. Polin, Esquire
                         ZEVNIK, HORTON, GUIBORD, McGOVERN, PALMER
                         & FOGNANI, L.L.P.
                         101 West Broadway
                         Seventeenth Floor
                         San Diego, CA  92101

     (g)  This Commitment Letter shall be governed by, and construed,
          interpreted and enforced in accordance with, the laws of the State
          of New Hampshire without reference to its principles of conflicts
          of laws.  The parties hereto further agree that they and all such
          disputes to this commitment, and any costs relating to such
          disputes, shall be subject to the exclusive jurisdiction of the
          courts of the State of New Hampshire.  The Mortgage and other Loan
          Documents and any subordination agreements and estoppel letters
          shall be governed by, and construed, interpreted and enforced in
          accordance with the laws of the state in which the Real Estate is
          located without reference to its principles of conflicts of laws,
          and any disputes regarding the Loan Documents shall be subject to
          the exclusive jurisdiction of the courts of the state in which the
          Real Estate is located;

     (h)  Whenever this Commitment Letter or any of the Loan Documents
          provide for an election, approval, acceptance or consent by Lender
          or that matters shall be satisfactory or acceptable to Lender,
          such election, approval, acceptance or consent and such
          satisfaction or acceptability may be given, withheld or determined
          by Lender or Lender's Counsel in their sole and absolute
          discretion unless a different standard (e.g., Lender's reasonable
          opinion) is specifically and expressly provided;

     (i)  In the event of any material default by Borrower and Guarantor
          during the term of this Commitment Letter, the Lender, in addition
          to all other rights and remedies, may terminate this Commitment
          Letter and all rights and obligations of the Lender thereunder;

     (j)  This Commitment Letter may also be terminated by Lender in the
          event of any of the following:

                         
          (i)  If Borrower or Guarantor shall fail to comply with any of
               the terms or conditions hereof;

          (ii) In the event of a sale, conveyance or other disposition of
               any of the Collateral except as otherwise expressly provided
               for herein; or

          (iii)In the event of a materially adverse change in the financial
                condition of Borrower or the Guarantor;

     (k)  Borrower and Guarantor expressly acknowledge that this commitment
          has been issued before the Lender has had an opportunity to
          complete its business, credit and legal analysis of the loan. 
          Borrower and Guarantor expressly agree that the Lender, in
          Lender's sole and absolute discretion, may, as a result of further
          investigation, decide to modify any one or more or all of the
          terms, conditions, and other provisions hereof or not to proceed
          with the loan, that any such decision shall be binding and
          conclusive on the Borrower and the Guarantor;

     (l)  The term "Debt Service Coverage Ratio" shall mean the ratio of the
          total of all payments becoming due on the Loan (whether for
          principal, interest or other sums or charges for any period to
          Borrower's Net Operating Income from the Collateral during the
          same period.  Net Operating Income for any period is determined by
          subtracting the following from gross income:

          (i)  Reserves for capital expenditures;

          (ii) Income from occupied space exceeding the average market rent
               and/or average occupancies for the local market in which
               this Real Estate is located;

         (iii) Required reserves and escrow payments;

          (iv) Nonrecurring income and expense items;

           (v) Operating and ownership costs for the Collateral for the
               period in question;

          (vi) Market or standard required underwriting vacancies (normally
               5%);

         (vii) A reserve for management fees if existing fees are below
               market or if there is no third party manager (normally 3%);

     (m)  Borrower acknowledges that Lender intends to sell the Loan and
          securitize the Loan through a real estate mortgage investment
          conduit or similar securitization vehicle.  All certificates,
          opinions, reports, documents and other information supplied to
          Lender is deemed to run in favor of any successors and assigns of
          the Loan, and any underwriter or purchaser of or any trustee with
          respect to securities issued in connection with the sale of this
          Loan, or any rating agency responsible for rating such securities
          from time to time.  At Lender's request, any such documents or
          information shall state that they run in favor of such successors
          and assigns and Borrower agrees to be bound by any additional
          requirements Lender may impose to complete such sale and
          securitization; and

     (n)  All appraisals, reports or opinions to be submitted to the Lender
          pursuant to this Commitment Letter shall be addressed to "CNB
          Capital, Inc. and its successors and  assigns."                      


                                   Very truly yours,

                                   CNB CAPITAL, INC.



                                   By:                                
                                        John R. Halle
                                        Its Duly Authorized President

<PAGE>
The foregoing Commitment Letter with all of the exhibits and schedules thereto
are hereby accepted and agreed to and the undersigned expressly agree to be
bound by all of the terms, covenants, conditions and other provisions thereof
this        day of September, 1998.


NevStar Gaming & Entertainment          NevStar Gaming & Entertainment
Corporation                             Corporation




By://Brent Duncan                           By://Michael Signorelli
Witness Treasurer and                        Michael Signorelli, its
        Chief Financial Officer              Chairman of the Board



By:                                     By:                               
Witness Brent Duncan                    Michael Signorelli (Individually)