FOURTH AMENDMENT TO OPTION AGREEMENT
                      AND AMENDMENT TO NOTE
    

     This FOURTH AMENDMENT TO OPTION AGREEMENT ("Amendment") is entered into
effective as of September __, 1998, 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 & ENTERTAINMENT CORPORATION, a
Nevada corporation, formally known as NEVSTAR GAMING CORPORATION ("Buyer"), in
connection with that certain Option Agreement between the parties dated April
 23,
1996 (the "Agreement"), as previously amended by that certain First Amendment to
Option Agreement between the parties dated April 30, 1997 (the "First
Amendment"), and as further amended by that certain Second Amendment to Option
Agreement between the parties dated September 8, 1997 (the "Second Amendment")
and as further amended by that certain Third Amendment to Option Agreement and
Amendment to Note dated March     , 1998 (the "Third Amendment") (the Agreement,
First Amendment, Second Amendment and Third Amendment are collectively referred
to as the "Option").

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

     1.   Change in Date of Conversion of Note to Cash.  

          a.   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
          convertible into $200,000 in cash on or before December
          31, 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.  Any monies advanced by
          Buyer directly to third parties to pay for Development
          Funds expenses of the Project which are approved by High
          Mesa shall be a dollar for dollar credit against said
          $200,000.  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 
<PAGE>
                    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."

          b.   The due date of the Note dated September 30, 1997 in the
principal amount of $200,000 given by Buyer to Seller is hereby amended to
provide it is due on December 31, 1998 instead of March 15, 1998.  

     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 entered into this Amendment as of the
date first written above.

 "Buyer"                       NEVSTAR GAMING & ENTERTAINMENT CORPORATION,
                              a Nevada corporation

                              By:/s/ Michael J. Signorelli       
                                   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:/s/ Richard Tam            
                                        Richard Tam, Chairman

                                   By:/s/ R. Ian Ross            
                                        R. Ian Ross, President

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

                              By:/s/ Richard Tam                 
                                   Richard Tam, Chairman of the Board

[Signature Page to Fourth Amendment to Option Agreement and Amendment to Note]