SECOND AMENDMENT TO OPTION AGREEMENT


     This SECOND AMENDMENT TO OPTION AGREEMENT ("Amendment") is entered into
effective as of September 8, 1997, by and among DESERT MESA LAND PARTNERS, LTD.,
a Nevada limited partnership ("Seller"), HIGH MESA DEVELOPMENT, INC., a Nevada
corporation ("High Mesa") and NEVSTAR GAMING CORPORATION, a Nevada corporation
("Buyer") in connection with that certain Option Agreement between the parties
dated
 April 23, 1996 as amended by that certain First Amendment to Option Agreement
between the parties dated April ___, 1997 (jointly the "Option").

     For good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1.   Development Funds Payable in Form of Promissory Note.  The second
paragraph
 of Section 1.4 of the Option entitled "Initial Option Consideration" is
deleted and replaced in its entirety with the following:

  "Notwithstanding anything set forth in this Section 1.4 or anything set
          forth elsewhere in the Option, Buyer's obligation to deposit
          Development Funds shall be satisfied by Buyer giving to Seller on or
          before September 30, 1997, Buyer's Promissory Note in the amount of
          $200,000 (in the form attached hereto as Exhibit "A") which note shall
          provide that it shall be converted to $200,000 in cash on or before
          March 15, 1998 which funds shall thereupon be deposited into a
          federally insured financial institution in an account designated for
          the Project on which both Buyer and High Mesa are joint signatories. 
          Notwithstanding the foregoing, in no event shall Buyer be required to
          deposit the Initial Option Consideration until Seller has obtained its
          limited partner approval under Section 8.2 below.  The Development
         Funds shall be non-refundable and shall not be applicable to the Option
          Purchase Price, but shall be reimbursable from the LLC to Buyer in
         connection with the development and financing of the Project.  If Buyer
          fails to deposit the Development Funds as set forth in the first
          sentence of this paragraph above, this Option shall automatically
          terminate and shall be null and void for all purposes.  Upon any such
          termination, neither party shall have any further liability to the
          other party with respect to the Option.  Any portion of the Initial
          Option Consideration remaining at Closing shall be deposited  in the
          name of the LLC.  The parties hereto acknowledge and agree that the
         preliminary development of the Project will require funds substantially
          in excess of the Development Funds and that Buyer may elect, in its
          sole discretion to advance additional funds pursuant to budget(s)
          approved by Desert Mesa.  Any such additional advances shall be
         reimbursed from the LLC to Buyer in connection with the development and
          financing of the Project.

     2.   Except as amended hereby, all of the other terms and provisions of the
Option shall remain in full force and effect.

     3.   This Amendment may be executed in one or more counterparts, each of
which
 taken together shall constitute one and the same instrument.  This Amendment
may be executed by facsimile with original signatures to follow by mail.

     IN WITNESS WHEREOF, the parties have executed into this Amendment as of the
date first written above.

"Buyer"                       NEVSTAR GAMING CORPORATION,
                              a Nevada corporation


                              By:                                          
                                    
                                  Michael J. Signorelli, Chief Executive
Officer


"Seller"                      DESERT MESA LAND PARTNERS, LTD.,
                              a Nevada limited partnership

                              BY:  TSRS, INC., a Nevada corporation
                                   Its: General Partner
                              

                                   By:                                    
                              
                                       Richard Tam, Chairman


                                   By:                                    
                             
                                       R. Ian Ross, President

"High Mesa"                        HIGH MESA DEVELOPMENT, INC.,
                              a Nevada corporation


                              By:                                          
                                   
                                     Richard Tam, Chairman of the Board

[Continued signature page to Second Amendment to Option Agreement]