MASTER LEASE AGREEMENT

                                             MASTER LEASE AGREEMENT NO. 1465540

LESSEE:  NEVSTAR GAMING AND ENTERTAINMENT CORPORATION D/B/A MESQUITE STAR HOTEL
& CASINO

ADDRESS OF LESSEE:   3175 West Post Road, Las Vegas, NV 89115

THIS  MASTER  LEASE AGREEMENT ("Lease"), made in the State of Nevada as of this
_____ day of April, 1998, between IGT, 9295 Prototype Drive, Reno, Nevada 89511
("IGT") as Lessor  and Lessee as stated above ("Lessee") herein it is agreed as
follows:
1.  MASTER LEASE AGREEMENT:
In consideration of  the  terms  and conditions set forth herein, Lessor hereby
leases  to  Lessee  and  Lessee  hereby   rents   from  Lessor,  the  equipment
("Equipment")  described  in any Lease Schedule ("Schedule")  executed  by  the
parties concurrently herewith  or in any Schedule later executed by the parties
which make specific reference to  this  MASTER LEASE AGREEMENT ("Lease").  This
Lease covers all such items together with  all  replacement parts, accessories,
devices  or  mechanisms  now  or hereafter attached or  affixed  thereto.   All
Schedules executed by both parties  shall  be  incorporated herein by reference
and  made  a part hereof.  Wherever reference is made  herein  to  Lease,  that
reference shall  be  deemed  to  include  such  subsequent  executed Schedules.
Lessor shall have no obligation hereunder until the execution and delivery of a
Schedule by Lessee and Lessor.
2.  RENTAL:
As  rental for the Equipment, Lessee agrees to pay Lessor, its  successors  and
assigns,  the  rental payment specified under "Periodic Rental Payment" on each
Schedule for the  number of months specified in the "Lease Term".  The Periodic
Rental Payments are  due  and  payable  in  arrears  and  shall commence on the
"Commencement Date" which shall be defined on that specific Schedule.  Payments
shall continue on the first day of each month thereafter for  the  total number
of  rentals specified in the Lease Term on that specific Schedule.  An  interim
rental  payment  ("Interim  Rental")  equal  to  the Daily Interim Rent on that
specific  Schedule  times  the  number of days in the  Interim  Term  shall  be
invoiced by Lessor and shall be immediately  due  and  payable  by  Lessee upon
receipt  of  invoice.  The Interim Rental on each Schedule shall be defined  as
the period from  the  Commencement  Date  through  the  last  day of that month
("Interim Term").  Payment shall be made to Lessor at the address  stated above
or to such other person and/or place as described by Lessor in writing.  Lessee
agrees  this  a  "net"  lease,  and  therefore  understands and agrees that  in
addition  to  the rental payments stated above, any  applicable  Sales/Use  Tax
which IGT is required  to  collect  will  be  invoiced  monthly  and is due and
payable  by Lessee upon receipt of invoice.  In addition to the Initial  Rental
and the Periodic  Rental,  Lessee agrees to pay all personal property taxes and
any other taxes and all maintenance,  insurance,  and  other costs and expenses
and obligations of every kind and nature relating to the  Equipment  which  may
arise  or  come  due during the term of this Lease (except any taxes based upon
the Net Income of  Lessor),  whether  or  not  specifically  mentioned  herein,
payment thereof, to the person entitled thereto (except as specified herein).
3.  WARRANTY, DISCLAIMERS AND LIMITATIONS OF LIABILITY:
IGT  WARRANTS  THAT  FOR  A  PERIOD  OF  90  DAYS FOLLOWING INSTALLATION OF THE
EQUIPMENT,  THAT  THE  NEW IGT EQUIPMENT LEASED HEREUNDER  WILL  BE  FREE  FROM
DEFECTS AND IN GOOD WORKING  ORDER.   LESSEE'S SOLE AND EXCLUSIVE REMEDY IN THE
EVENT OF DEFECT IS EXPRESSLY LIMITED TO  THE  RESTORATION  OF  THE EQUIPMENT TO
GOOD WORKING CONDITION BY ADJUSTMENT, REPAIR OR REPLACEMENT OF DEFECTIVE PARTS,
AT  IGT'S  ELECTION.   VIDEO  MONITORS  (COVERED  UNDER  SEPARATE  MANUFACTURER
WARRANTY), MACHINES, EQUIPMENT, AND OTHER PRODUCTS NOT MANUFACTURED BY IGT, ARE
EXCLUDED   FROM  THIS  WARRANTY.   EXCEPT  AS  SPECIFICALLY  PROVIDED  IN  THIS
AGREEMENT, THERE  ARE  NO  OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT  LIMITED TO WARRANTIES OF  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR
PURPOSE,  NO  AFFIRMATION  OF  FACT,  INCLUDING  BUT  NOT LIMITED TO STATEMENTS
REGARDING SUITABILITY FOR USE, PERFORMANCE OR PERCENTAGE  HOLD  OR PAR VALUE OF
THE  EQUIPMENT  SHALL BE OR BE DEEMED TO BE A WARRANTY OF IGT FOR ANY  PURPOSE.
IN NO EVENT SHALL IGT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING  LOSS  OF  PROFITS,  ARISING  OUT  OF  ANY  BREACH  OF  THIS
AGREEMENT.  THE LIABILITY OF IGT AND THE MANUFACTURER OF THE NOTE ACCEPTOR WITH
WHICH  IGT  MACHINES   MAY  BE  EQUIPPED,  WHETHER  IN CONTRACT, IN TORT, UNDER
WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED  AN  AMOUNT EQUAL TO THE
FAIR MARKET VALUE OF THE NOTE ACCEPTOR AND UNDER NO CIRCUMSTANCES  SHALL IGT OR
THE  MANUFACTURER  OF  THE  NOTE   ACCEPTOR BE LIABLE FOR SPECIAL, INDIRECT  OR
CONSEQUENTIAL DAMAGES.  NEITHER IGT  NOR  THE MANUFACTURER OF THE NOTE ACCEPTOR
SHALL  BE  LIABLE  IN  ANY RESPECT FOR THE ACCEPTANCE  OF  COUNTERFEITS  AND/OR
FRAUDULENT MATERIALS.  ANY  UNAUTHORIZED  MODIFICATION, ALTERATION, OR REVISION
OF ALL OR ANY PORTION OF THE IGT EQUIPMENT  WHICH  IS SUBJECT OF THIS AGREEMENT
SHALL CAUSE THE WARRANTY DESCRIBED IN THIS PARAGRAPH TO BE NULL AND VOID.  IGT,
ITS  AFFILIATES,  SUBSIDIARIES,  REPRESENTATIVES,  AND  AGENTS  MAKE  NO  OTHER
WARRANTY, EXPRESS OR IMPLIED.
4.  INSURANCE:
Lessee, at its own expense, shall keep the Equipment insured  against all risks
of  loss  or  damage  from  every cause whatsoever for not less than  the  full
replacement value thereof as  determined  by  Lessor.   The  proceeds  of  such
insurance,  at  the  option  of  Lessor,  shall  be  applied;  a)  towards  the
replacement,  restoration,  or  repair of the Equipment or b) toward payment of
the obligations of Lessor hereunder.   Lessee  shall  at  its own expense carry
public  liability  and property damage insurance protecting Lessee  and  Lessor
with respect to liabilities  for  injuries to persons and damage to property of
others resulting from the use of the Equipment.  Such insurance as stated above
shall be in form and with companies  acceptable to Lessor and shall name Lessor
as an Additional Insured and Loss Payee  and provide for thirty (30) days prior
written notice to Lessor of any alteration  or  cancellation  of  such  policy.
Unless  a  higher  or lower amount is specified by Lessor, such insurance shall
provide coverage of  not  less  than  $1,000,000 for injury or death to one (1)
person and subject to that limit for each  person.   Evidence  of such coverage
shall  be  provided  to the Lessor's Insurance Coordinator, c/o IGT,  P.O.  Box
10580, Reno, NV  89510-0580.
5.  TERM OF LEASE:
The term of the Lease  as  to each Schedule shall commence upon installation of
one-half (1/2) the units of  Equipment  on  that Schedule, continue through the
Interim Term, and thereafter for the number of months stated in the Lease Term.
6.  TITLE TO EQUIPMENT:
Lessor is the lawful owner of the Equipment leased  hereunder,  and title shall
remain the Lessor's or its assign's at all times.  Lessee shall furnish Lessor,
upon  request and prior to its affixation, a landlord's waiver and  consent  to
removal  of  all  Equipment  if such Equipment or any part thereof is or may be
affixed to the realty during the  Lease Term.  Lessor may display notice of its
ownership  of  the Equipment by plates,  tags,  identifying  stencil  or  other
identification.   Lessee  will  not  alter  or  deface  any  such indication of
ownership  and  shall  maintain  all  such  inditica of ownership in  good  and
readable condition.  Lessee shall have no right,  title,  or interest on any of
the  Equipment  except  the right to peacefully and quietly hold  and  use  the
Equipment during the Lease Term as herein provided unless and until an event of
default shall occur.  The  Equipment  is,  and shall at all times be and remain
personal property, notwithstanding that the  Equipment  or any part thereof may
be, or hereafter become, in any manner affixed or attached  to, or imbedded in,
or permanently resting upon real property or any building thereon,  or attached
in  any  manner  to  what  is  permanent as by means of cement, plaster, nails,
bolts, screws or otherwise.
7.  INSTALLATION:
If Equipment is not already installed,  IGT  shall install the Equipment on, or
within a reasonable time following, the Projected  Ship  Date  specified in the
IGT Order.  IGT may, at its option, install portions of Equipment  on  separate
dates  as  warranted  by availability and scheduling of installation personnel.
Lessee agrees to installation  of the Equipment at the Equipment Location shown
on  the Schedule during the term  of  this  Agreement.   Any  movement  of  the
Equipment  from the Equipment Location within the state of Nevada shall require
thirty (30) days prior written notification to Lessor.
8.  MAINTENANCE, REPAIR AND ALTERATION:
Lessee agrees  it  will, at its own expense (except as provided in paragraph 3.
above):
  a). keep and maintain  Equipment  in  good condition and working order and at
its own expense shall supply and install  all replacement parts, accessories or
other  devices  when  required  to  maintain  the  Equipment  in  good  working
condition, or when required by applicable law,  ordinance  or regulation, which
parts accessories or devices shall be and become the sole property of Lessee;
  b).  use,  operate,  and maintain the Equipment in a careful  manner  in  the
normal  course of its business  and  only  for  the  purposes  for  which  such
Equipment  was  designated  and  shall  comply  with  all  laws, ordinances and
regulations in any manner relating to the ownership, possession,  installation,
use,  operation  or  maintenance  thereof,  and  obtain all permits or licenses
necessary to install, use or operate the Equipment;
  c). keep Equipment free and clear of all levies, liens and claims;
  d). timely pay all taxes, costs, fees and expenses  of every kind and nature,
including applicable sales taxes, now or hereafter occasioned  by,  imposed  or
levied upon, or arising out of the use, possession, ownership, renting, leasing
or  maintenance  of  the  Equipment  together with any interest or penalties in
connection therewith whether billed to,  levied  or  assessed against Lessor or
Lessee; and
  e).  make  no  alterations, additions, subtractions or  improvements  to  the
Equipment, except  as  allowed  herein,  without  the  prior written consent of
Lessor,  but  if so authorized by Lessor, any such alterations,  modifications,
additions, subtractions  or  improvements  shall  be deemed to be a part of the
Equipment  and shall become property of Lessor.  Machine  software  conversions
performed within the normal course of business and in compliance with all laws,
ordinances and  regulations,  shall not require Lessor's prior written consent,
but shall become the property of Lessor.
9.  INDEMNITY BY LESSEE:
Lessee, during the term of this  Lease  or while Lessee is in possession of any
Equipment, assumes all risks and liability  for  the Equipment and for the use,
possession,  operations,  maintenance,  storage or condition  thereof  and  for
injuries or deaths of persons and/or damage  to property howsoever arising from
or  incident  to  such  use,  possession, operation,  maintenance,  storage  or
condition whether such injuries,  death  or damage be to agents or employees of
Lessee or their property, or to third persons  or their property.  Lessee shall
completely  indemnify  and  hold  Lessor  harmless from  all  claims,  actions,
proceedings,  losses, damages, penalties, liabilities  and  expenses  including
attorney's fees  howsoever  arising  or  incurred because of or incident to the
use,  possession,  operations,  maintenance,   storage   or  condition  of  the
Equipment,  and  shall,  at  Lessor's  option,  assume  the defense  of  and/or
settlement  of  any  suit  or  suits, or other legal proceeding  in  connection
therewith.
10.  ASSIGNMENT:
Lessor and any assignee, with thirty  (30)  days advance notice without consent
of Lessee may assign the Lease and/or mortgage  the Equipment under this lease,
in  such  event, the assignee and/or mortgage shall  succeed  to  all  Lessor's
rights in respect  thereto  and  Lessee,  upon  receiving  notice  of  any such
assignment,  shall  abide  thereby and make payment as may therein be directed.
Such  assignment and/or mortgage  shall  not  relieve  Lessor  of  any  of  its
obligations  to Lessee hereunder and Lessee agrees such assignment shall not be
construed to as  being  an  assumption  of  such  obligations  by the assignee.
Notwithstanding  such assignment, Lessee, subject to its own rights  hereunder,
which shall remain  unimpaired,  shall become the pledgeholder of Equipment for
the  assignee,  and  will act as agent  and  custodian  in  possession  of  the
Equipment and part with  possession thereof only to the assignee or pursuant to
the assignee's written order.   Lessee shall not, without prior written consent
of  Lessor,  a)  mortgage,  assign,  sell,  transfer,  pledge,  hypothecate  or
otherwise encumber or dispose of this Lease, the Equipment or any part thereof,
or any interest therein, or b) sublet or rent the Equipment or any part thereof
to be used by anyone other than the Lessee or its employees.  Consent to any of
the foregoing prohibited acts by Lessor  shall  not  release  or  discharge the
Lessee from any liability hereunder and shall apply only to the given instance,
and shall not be deemed a consent to any subsequent like act by Lessee  or  any
other  person.   Except  as provided herein, neither this Lease or any interest
therein is assignable by Lessee or transferable to operation by law.
11.  LOSS AND DAMAGE:
Lessee hereby assumes and  shall bear the entire risk of loss, theft, damage or
destruction of the Equipment  from  any  cause  whatsoever, and no loss, theft,
damage or destruction of Equipment shall relieve  Lessee  of  the obligation to
pay rent or any other obligation hereunder.  In the event of damage to any item
of  Equipment,  Lessee  shall  immediately  place the same in good repair.   If
Lessor determines that any item of Equipment  is  lost,  stolen,  destroyed  or
damaged beyond repair, Lessee at the option of Lessor, shall immediately:
  a). Replace the same with like Equipment in good repair, condition or working
order  and  shall  deliver  to  Lessor  a bill of sale covering the replacement
equipment; or
  b). Pay Lessor in cash all amounts then  owed by Lessee under the Lease, plus
the fair market value of the item of Equipment  on  the  date  of  loss, theft,
damage or destruction.  Upon receipt of such payment in cash, LESSEE  SHALL  BE
ENTITLED  TO  WHATEVER  INTEREST  LESSOR  MAY  HAVE  IN  SAID ITEM, IN ITS THEN
CONDITION AND LOCATION, WITHOUT WARRANTIES, EXPRESS OR IMPLIED  and  this Lease
shall terminate as to such item.
Any  insurance  proceeds  collected  by  Lessor  shall  be  applied against the
obligations  therein  contained.   Any surplus of such proceeds  shall  be  the
property of Lessor.
12.  LESSEE'S DEFAULT:
  a).   In  the event Lessee fails to  preserve  and  maintain  the  Equipment,
discharge all  taxes,  liens  or charges, pay all costs, fees, assessments, and
expenses or procure, maintain or  pay  for insurance, as above provided, Lessor
at its option (i) may do so, and all such  advances  by  Lessor  together  with
reasonable  costs incurred by Lessor in such performance, shall be added to the
unpaid balance of the rentals due hereunder and shall be repayable by Lessee to
Lessor on demand,  together  with  interest  thereon  at  the  rate of eighteen
percent  (18%)  per  annum  if  allowed,  or if not, the maximum interest  rate
permitted by state law, or (ii) may consider  such failure an immediate default
hereunder.
  b).  If Lessee should fail to pay Lessor any  rent,  or  any  other  sums due
Lessor  as  herein  provided when the same is due and payable, and such default
continues after ten (10)  days  notice  from  Lessor, Lessee shall pay interest
thereon from such date at the rate of eighteen  percent  (18%)  per  annum,  if
allowed,  if  not,  then  the maximum interest rate permitted by state law.  If
such default continues for more than ten (10) days, or if Lessee should fail to
observe, keep or perform any  other  provision  of  this  Lease or any schedule
hereto, or any other lease, loan, credit or progressive agreement  between  the
parties,  or  if  a  default  is  declared under a). above, or if a petition or
proceeding under any chapter of the  Bankruptcy  Act,  as  amended,  or for the
appointment  of a receiver of any part of the property of Lessee, or any  other
proceedings for  the  relief  of  debts  be  filed  by or against Lessee or its
property,  or if Lessee should make a general assignment  for  the  benefit  of
creditors, suspend business, become insolvent or, commence any act amounting to
a business failure,  or if an attachment or execution be levied or tax or other
lien be filed against  any of Lessee's property or against the Equipment, or if
the condition of Lessee's  affairs  shall  so  change  as  to,  in the Lessor's
opinion, increase the business risk involved, then Lessor, at its  option,  and
in  addition  to  and  without  prejudice to any other remedies, shall have the
right to exercise any one or more of the following remedies:
  (i)  declare the entire amount  of rent hereunder immediately due and payable
as to any or all items of Equipment without notice or demand to Lessee;
  (ii) sue for and recover all rents,  and  other  payments,  then  accrued  or
thereafter accruing, with respect to any or all items of Equipment;
  (iii)  enter  upon  the  premises  where the Equipment is located and without
court order or other process of law, repossess  and remove the Equipment either
with or without notice to Lessee (damages occasioned  by such taking are hereby
expressly waived by Lessee), and thereupon Lessee's right to possession and use
of the Equipment shall terminate, but such repossession  shall  not  constitute
termination of the Lease unless Lessor expressly notifies Lessee in writing;
  (iv)  sell  or lease any or all items of Equipment at public or private  sale
for cash or on  credit,  or,  if leased, to such persons and upon such terms as
Lessor shall elect, and recover  from  Lessee  all  costs of taking possession,
storing,  repairing  and selling or leasing the Equipment,  including  but  not
limited to; reasonable  attorney's  fees,  and  the unpaid balance of the total
rent for the Lease term attributable to the items  of  Equipment sold or leased
less the net proceeds of such sale, if sold, or if leased,  the rent under such
lease attributable to the period remaining under this Lease.
  (v) terminate the Lease as to all items of Equipment;
  (vi) pursue any other remedies in law or in equity;
  (vii) no right or remedy reserved to Lessor by this Lease shall  be exclusive
of  any  other  right  or remedy herein or allowed by law.  All rights remedies
conferred upon Lessor by  this  Lease  or  by  law  shall  be cumulative and in
addition to any other right and remedy available to Lessor and may be exercised
simultaneously.
13.  LEASE IRREVOCABLE:
This  Lease  is  irrevocable  for the term thereof until the aggregate  rentals
provided for in the schedules have  been  paid  by  Lessee.   Rentals shall not
abate  during  the  term  hereon  because Lessee's right to possession  of  the
Equipment has terminated or because  the  Equipment  has  been  repossessed  or
because of limitations of use of the Equipment for any reason whatsoever unless
specifically agreed to in writing by Lessor.
14.  LESSOR'S RIGHTS:
Punctuality  in  the  payment of rentals and other charges is of the essence of
this Lease.  Lessor's failure  at  any  time  to  require strict performance by
Lessee  of any of the provisions herein shall not waive  or  diminish  Lessor's
right hereafter  to  demand  strict  compliance  therewith  or  with  any other
provision.   Waiver of any default shall not waive any other default.  Lessor's
rights hereunder  are  cumulative  and  not  alternative  and  may be exercised
simultaneously.

15.  LEASE EMBODIES ENTIRE AGREEMENT:
This  Lease  represents the complete and entire agreement between  the  parties
hereto and may  not be amended except in writings signed by the duly authorized
representatives of  the parties, and, in the event of assignment hereof, by the
duly  authorized  representatives  of  such  assignee  except  that  the  Lease
authorizes Lessor to  correct patent errors and to fill in descriptive material
in connection with the  Equipment, including but not limited to serial numbers.
There are no oral agreements  or  understandings  affecting this Lease, and the
parties intent that the written terms of this lease  shall  be the only binding
agreement  between  the  parties notwithstanding any prior, present  or  future
course of dealing or usage  of  trade.   It  is specifically understood that no
supplier or salesman or agent is authorized to  waive  or  alter  any  term  or
condition  of  this  Lease, and no attempt to so modify this Lease shall in any
affect Lessee's duty to pay the rent and perform all obligations hereunder.
16.  NOTICES:
Service of all notices under this Lease shall be sufficient if given personally
or mailed to the party  involved  at  its  respective  address hereinbefore set
forth,  or at such address as such party may provide in writing  from  time  to
time.  Any such notice mailed to such address shall be effective when deposited
in the United States mail, duly addressed with postage prepaid.
17.   LESSOR'S EXPENSES:
Lessee agrees  that  it  shall  pay  Lessor  all  costs and expenses, including
reasonable attorney's fees, incurred by Lessor in exercising  any of its rights
and remedies hereunder or enforcing any of the terms, conditions  or provisions
hereof,  and  that  such  amount  shall  be  considered  additional rental  due
hereunder.   Lessee  further  agrees to pay to Lessor all costs  and  expenses,
including attorneys' fees, incurred  by Lessor in successfully defending itself
against any claim brought by Lessee, or  any third party concerning this Master
Lease  Agreement,  subsequently executed schedules  or  the  Equipment  covered
hereunder.
18.   OTHER DOCUMENTS:
Lessee agrees to execute and deliver to Lessor upon execution of this Lease, or
at any time during the  existence  of  this  Lease,  if requested to do so, any
additional  document or documents deemed necessary or desirable  by  Lessor  to
effect the provisions  of  this  Lease,  including but not limited to financing
statements to comply with the provisions of  the  Uniform  Commercial  Code  as
enacted  in  the  state  where  the Equipment is located, which Lessor shall be
authorized to file with the appropriate  filing  officer(s),  provided  however
that nothing herein, nor the execution of the said financing statements,  shall
be interpreted as acknowledging that this transaction is subject to the Uniform
Commercial  Code,  except  as to Section 2A Chapter 104.A of the Nevada Uniform
Commercial Code which relates  to  leases  of this nature.  This Lease shall at
all times be considered a lease of Equipment from Lessor to Lessee.
19.  GOVERNING LAW:
This Lease shall be governed by and construed  in  accordance  with the laws of
the  State of Nevada, including but not limited to Section 2A Chapter  104A  of
the Nevada  Uniform Commercial Code which relates to leases of this nature.  If
the lease is not signed and delivered in Washoe County, Nevada it is subject to
acceptance or  rejection  upon  receipt by Lessor in Washoe County, Nevada, and
shall be construed and enforced in  accordance  with the laws of Nevada and for
all purposes be considered a Nevada transaction.   The  parties  hereto further
agree  that  for all court proceedings, venue shall be deemed to be  in  either
Washoe County or Clark County, Nevada as designated by Lessor.
20.  MISCELLANEOUS:
  (a). Lessor  may  require  from  time  to  time, and Lessee agrees to furnish
certified  financial  statements  setting  forth the  financial  condition  and
operations of Lessee.
  (b). Subject to the provisions herein, this  Lease  shall be binding upon and
inure to the benefit of heirs, administrators, successors  and  assigns  of the
parties hereto.
  (c).  No  obligations of Lessor hereunder shall survive the term of the Lease
or sooner termination  thereof,  and  should  Lessor  permit  the  use  of  any
Equipment  beyond  the  term  specified  therefore,  the  obligations of Lessee
hereunder shall continue and such permissive use shall not  be  construed as an
extension  of the term thereof nor as a waiver of any right or continuation  of
any obligation  of Lessor hereunder, and Lessor may take possession of any such
Equipment at any time upon demand after ten (10) days notice.
  (d). This Lease  shall  not  constitute  a binding contract until accepted in
writing by an authorized representative of Lessor in Washoe County, Nevada.
  (e). The terms and provisions of this Lease  shall  be  severable  and if any
term  or  provision  hereof  is  declared  unconscionable or otherwise invalid,
illegal, or void, in whole or in part, the decision  so  holding  shall  not be
construed  as  impairing  the  other provisions of this Lease and such invalid,
illegal, void or unconscionable  term  or  provision  shall not be considered a
part of this Lease and this Lease shall continue in full force and effect as if
such term or provision were not originally included herein.
  (f).  Lessee  acknowledges that the Equipment is being  leased  for  business
purposes, and will  not  be used during the Lease Term for personal, family, or
household purposes.

          LESSEE:                                           LESSOR:
          NEVSTAR GAMING AND ENTERTAINMENT CORPORATION      IGT

          By:                                               By:


          Its:                                              Its:


ACCEPTED BY IGT, in Washoe County, Nevada

By:              /                   /
          (signature)         (title)             (date)
<PAGE>
                            RIDER NO. 1.

RIDER TO LEASE SCHEDULE NO.: 1                    DATED: APRIL __, 1998


                                     under

Master Lease Agreement No.: 1465540               Dated: April __, 1998


                  Fair Market Value Purchase Option

(a).  Provided  that  Lessee  is  not  in  default under the Lease or any Lease
Schedule(s), Lessee shall have the option ("Purchase  Option"), with respect to
the above referenced Lease Schedule, to purchase all of  the  Equipment on that
Lease Schedule upon expiration of the Lease Term on the above referenced  Lease
Schedule  ("Expiration  Date").   Lessee  must  notify Lessor or Assignee(s) of
Lessor, in writing, ninety (90) days prior to the  Expiration  Date,  of  their
election  to exercise this Purchase Option.  On the Expiration Date, there must
be no events  of  default  under  any  Lease  Schedule(s)  of  the Master Lease
Agreement referenced above in order for Lessee to be entitled to  exercise this
Purchase Option.

(b).   The  exercise  price of the Purchase Option shall be One Hundred  Sixty-
Seven Thousand Three Hundred  Twenty-Four and 03/100 Dollars ($167,324.03) plus
any applicable Sales/Use Tax which  IGT  is  required  to  collect. This amount
represents  the  Fair  Market  Value  of the Equipment on Expiration  Date,  as
reasonably agreed upon by Lessor and Lessee.

Dated this    day of April, 1998


        LESSEE:                              LESSOR:
        NEVSTAR GAMING AND ENTERTAINMENT     IGT
        CORPORATION
        D/B/A  MESQUITE STAR HOTEL & CASINO


        By:                                  By:

        Its:                                 Its:


<PAGE>
                            Rider No. 1.

Rider to Lease Schedule No.: 2                    Dated: April __, 1998


                                     under

Master Lease Agreement No.: 1465540               Dated: April __, 1998


                  Fair Market Value Purchase Option

(a).  Provided that Lessee is not in default  under  the  Lease  or  any  Lease
Schedule(s),  Lessee shall have the option ("Purchase Option"), with respect to
the above referenced  Lease  Schedule, to purchase all of the Equipment on that
Lease Schedule upon expiration  of the Lease Term on the above referenced Lease
Schedule ("Expiration Date").  Lessee  must  notify  Lessor  or  Assignee(s) of
Lessor,  in  writing, ninety (90) days prior to the Expiration Date,  of  their
election to exercise  this Purchase Option.  On the Expiration Date, there must
be no events of default  under  any  Lease  Schedule(s)  of  the  Master  Lease
Agreement  referenced above in order for Lessee to be entitled to exercise this
Purchase Option.

(b).  The exercise  price  of the Purchase Option shall be Twenty-Four Thousand
One Hundred Thirty-Two and 63/100  Dollars  ($24,132.63)  plus  any  applicable
Sales/Use Tax which IGT is required to collect. This amount represents the Fair
Market Value of the Equipment on Expiration Date, as reasonably agreed  upon by
Lessor and Lessee.

Dated this    day of April, 1998


        LESSEE:                              LESSOR:
        NEVSTAR GAMING AND ENTERTAINMENT     IGT
        CORPORATION
        D/B/A  MESQUITE STAR HOTEL & CASINO


        By:                                  By:

        Its:                                 Its:


<PAGE>
                          LESSEE'S ACKNOWLEDGMENT OF
                             INSURANCE OBLIGATION

As Lessee under Master Lease Agreement No. 1465540, dated April __, 1998,  with
IGT  as Lessor, we acknowledge our obligation to promptly furnish a Certificate
or Evidence  of Insurance providing coverage on the Equipment in Lease Schedule
2, dated April __, 1998.

"IGT and its Successors and Assigns, as their interests may appear", shall show
as Loss Payee  and  Additional  Insureds.  The  Equipment  will  be insured for
replacement value.

Please be advised that this request has been made of:

     of                           ,             (   )

     (Lessee's Insurance Agent)      (Address)    (Telephone)

and that such Certificate or Evidence of Insurance will be shortly forthcoming
to Lessor's Insurance Coordinator, c/o IGT, P.O. Box 10580, Reno, NV 89510-
0580.



                       LESSEE:
                       NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
                       D/B/A MESQUITE STAR HOTEL & CASINO

                       By:

                       Its:

                       Date:




                          LESSEE'S ACKNOWLEDGMENT OF
                             INSURANCE OBLIGATION

As Lessee under Master Lease Agreement No. 1465540, dated April __,  1998, with
IGT  as Lessor, we acknowledge our obligation to promptly furnish a Certificate
or Evidence  of Insurance providing coverage on the Equipment in Lease Schedule
1, dated April __, 1998.

"IGT and its Successors and Assigns, as their interests may appear", shall show
as Loss Payee  and  Additional  Insureds.  The  Equipment  will  be insured for
replacement value.

Please be advised that this request has been made of:

                   of                           , (   )



  (Lessee's Insurance Agent)      (Address)                     (Telephone)
and that such Certificate or Evidence of Insurance will be shortly forthcoming
to Lessor's Insurance Coordinator, c/o IGT, P.O. Box 10580, Reno, NV 89510-
0580.



                       LESSEE:
                       NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
                       D/B/A MESQUITE STAR HOTEL & CASINO

                       By:

                       Its:

                       Date:




<PAGE>
                           Lease Schedule

SCHEDULE:  1                DATED:  APRIL   , 1998

                                      TO


MASTER LEASE AGREEMENT NO.:    1465540       DATED:  APRIL    , 1998

LESSEE:   NEVSTAR GAMING AND
          ENTERTAINMENT CORPORATION D/B/A MESQUITE STAR HOTEL & CASINO

LOCATION: 333 Sandhill Boulevard, Mesquite, Nevada

  LEASE TERM: thirty-six (36) months

 PERIODIC RENTAL PAYMENT: Twenty-Four Thousand Eight Hundred Twenty-Six and
70/100 Dollars                      ($24,826.70)

  COMMENCEMENT DATE:     Ninety (90) days following the commencement  of gaming
operations at the Mesquite Star Hotel & Casino or one hundred twenty (120) days
following  installation  of  one-half  (1/2)  the  units  of  Equipment  leased
hereunder, whichever occurs first.

  INTERIM RENTAL:   There shall be no interim rental charges for purposes of
this Lease               Schedule

Equipment as described below ("Equipment"):
QUANTITY:    DESCRIPTION:

  (131)      IGT SLOT MACHINES WITH EMBEDDED BILL ACCEPTORS


  serial numbers:    serial numbers shall be provided upon installation




All  of  the  terms,  conditions,  representations and warranties of the Master
Lease Agreement are hereby incorporated  by  reference  herein  and made a part
hereof as if they were expressly set forth in this Lease Schedule.   This lease
Schedule  constitutes  a separate lease with respect to the Equipment described
herein.  By execution and  delivery  of  this  Lease Schedule, Lessee certifies
their  acceptance of the Equipment described herein,  and  the  parties  hereby
reaffirm  as  of  the date hereof all of the terms, conditions, representations
and warranties of the Master Lease Agreement, except as modified herein.

                                       LESSEE:

   NEVSTAR GAMING AND ENTERTAINMENT CORPORATION MESQUITE STAR HOTEL & CASINO

                                       By:

                                       Title:

                                       Date:


ACCEPTED BY IGT, as Lessor, in Washoe County, Nevada

By:                        /                 /
      (Signature)                 (Title)               (Date)
                           Lease Schedule



SCHEDULE:  2                              DATED:  APRIL   , 1998

                                      TO


MASTER LEASE AGREEMENT NO.:    1465540     DATED:  APRIL    , 1998


LESSEE:NEVSTAR GAMING AND ENTERTAINMENT
  CORPORATION D/B/A MESQUITE STAR HOTEL & CASINO

LOCATION: 333 Sandhill Boulevard, Mesquite, Nevada

  LEASE TERM: thirty-six (36) months

  PERIODIC RENTAL PAYMENT: Four Thousand Nine Hundred Fifty-Five and 39/100
Dollars
($4,955.39)

  COMMENCEMENT DATE:     Ninety days following the commencement of gaming
operations at the Mesquite Star Hotel & Casino or one hundred twenty (120)
days following installation of one-half (1/2) the units of Equipment leased
hereunder, whichever occurs first.

  INTERIM RENTAL:   There shall be no interim rental charges for purposes of
this Lease               Schedule

Equipment as described below ("Equipment"):
QUANTITY:    DESCRIPTION:

  (28)       USED IGT SLOT MACHINES WITH EMBEDDED BILL ACCEPTORS


  serial numbers:    serial numbers shall be provided upon installation




All of the terms, conditions,  representations  and  warranties  of  the Master
Lease  Agreement  are  hereby incorporated by reference herein and made a  part
hereof as if they were expressly  set forth in this Lease Schedule.  This lease
Schedule constitutes a separate lease  with  respect to the Equipment described
herein.   By execution and delivery of this Lease  Schedule,  Lessee  certifies
their acceptance  of  the  Equipment  described  herein, and the parties hereby
reaffirm  as  of the date hereof all of the terms, conditions,  representations
and warranties of the Master Lease Agreement, except as modified herein.

                                       LESSEE:

 NEVSTAR GAMING AND ENTERTAINMENT CORPORATION MESQUITE STAR HOTEL & CASINO

                                      By:

                                       Title:

                                       Date:


ACCEPTED BY IGT, as Lessor, in Washoe County, Nevada

By:                        /                 /
      (Signature)                 (Title)               (Date)