FIRST AMENDMENT TO
                  CONSTRUCTION LOAN AGREEMENT
                                
                                
     This First Amendment to Construction Loan Agreement ("First Amendment") is
entered into between First Credit Bank, herein "Lender," and NevStar Gaming &
Entertainment Corporation, herein "Borrower," with reference to the following
facts:

     A.   Pursuant to the Construction Loan Agreement dated January 27, 1998,
(the "Agreement"), Lender agreed to loan to Borrower the sum of Five Million
Dollars ($5,000,000.00) (the "Construction Loan") for the purposes of financing
the construction of a hotel and casino building and other improvements
incidental thereto on Borrower's property referred to therein.

     B.   Borrower commenced construction of the improvements and loan funds
have been advanced by Lender to Borrower in accordance with the terms of the
Agreement.  Borrower has now applied to Lender to increase the Construction Loan
from the sum of Five Million Dollars ($5,000,000.00) to the sum of Five Million,
Four Hundred Fifty Thousand Dollars ($5,450,000.00).

     C.   In connection with the Construction Loan, Borrower executed the
Related Documents as defined in the Agreement, including the Note and the
Construction Deed of Trust and Security Agreement with Assignment of Rents.

     D.   Lender agrees to increase the loan amount from the sum of Five
Million Dollars ($5,000,000.00) to Five Million Four Hundred Fifty Thousand
Dollars ($5,450,000.00) in accordance with the terms of the Agreement, as
amended
hereby, and provided that Borrower executes the Advance Promissory Note attached
hereto as Exhibit "A," the Notice of Advance Secured by Deed of Trust and
Amendment attached hereto as Exhibit "B," obtains the necessary signatures to
 the
First Amended Subordination Agreements attached hereto as Exhibits "C-1" and "C-
2," and otherwise performs Borrower's obligations under the Agreement as amended
hereby.

     Based upon the above, Borrower and Lender agree to amend the Agreement as
follows:

     1.   The following definitions contained in Article I of the Agreement are
hereby amended in their entirety to read as follows:

     Q.   Note.  The term "Note" shall mean collectively the following two (2)
Promissory Note:

     1.   Original Note.  The Promissory Note dated January 27, 1998, executed
by Borrower, payable to the order of Lender, in the principal sum of Five
Million
Dollars ($5,000,000.00) bearing interest at the variable interest rate and being
payable as therein provided, together with any and all renewals, extensions,
modifications, substitutions, replacements, and expansions thereof (herein the
"Original Note").

     2.   Advance Note.  That certain Advance Promissory Note of this same date
executed by Borrower, payable to the order of Lender, in the principal sum of
Four Hundred Fifty Thousand Dollars ($450,000.00), a copy of which is attached
hereto as Exhibit "A," bearing interest at the variable interest rate and being
payable as therein provided, together with any and all renewals, extensions,
modifications, substitutions, replacements, and expansions thereof (herein the
"Advance Note").

X.   Related Documents.  The term "Related Documents" means and includes,
without limitation, all promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security agreements, mortgages, deeds of
trust, and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the Indebtedness, and
specifically includes the Advance Note, the Notice of Advance Secured by Deed of
Trust and Amendment, and the First Amended Subordination Agreements referenced
herein and attached hereto.

Y.   Security Agreement.  The term "Security Agreement" means and includes,
without limitation, any agreements, promises, covenants, arrangements,
understanding or other agreements, whether created by law, contract, or
otherwise, evidencing, governing, representing, or creating a Security Interest,
and specifically includes the Construction Deed of Trust and Security Agreement
with Assignment of rents dated January 27, 1998, executed by the Borrower, as
Trustor, for the benefit of Lender, as Beneficiary, as amended by the Notice of
Advance Secured by Deed of Trust and Amendment attached hereto.

2.   The first sentence of paragraph A. of Article II of the Agreement is hereby
amended to read as follows:

               A.   Description of Loan.  The Loan shall be in an amount not to
     exceed the principal sum of Five Million Four Hundred Fifty Thousand
     Dollars ($5,450,000.00) and shall bear interest on so much of the
     principal sum as shall be advanced pursuant to the terms of this Agreement
     and the Related Documents.

     3.   Lender and Borrower acknowledges that the execution, delivery, and
recording of the documents in accordance with the terms of this First Amendment
shall be facilitated through an escrow established with Fidelity National Title
Agency of Nevada, Inc. pursuant to the escrow instructions attached hereto as
Exhibit "D" and incorporated herein by reference.  The execution and delivery to
Escrow Agent by Borrower of the escrow instructions and the other documents
required thereby shall be a contingency to Lender's obligation to disburse the
increased Loan Fund in accordance herewith.  Borrower agrees that the increased
amount of the Loan Fund shall be disbursed in accordance with the procedures set
forth in the Agreement.  Whether or not the additional advance is funded by
Lender to Borrower, Borrower shall assume and pay upon demand all out of pocket
costs and expenses incurred by Lender in connection with this First Amendment to
Construction Loan Agreement, including, without limitation, the following:

          (a)  All closing costs, fees and disbursements of the escrow;

          (b)  All fees and expenses of Lender's legal counsel; and

          (c)  All title examination fees, title insurance premiums, including
necessary endorsements to Lender's policy of title insurance, appraisal fees,
survey costs, filing and recording fees, and other necessary fees.

     4.   This First Amendment shall be effective as of the date of recording
of the Notice of Advance Secured by Deed of Trust and Amendment, and, commencing
on the effective date hereof, Lender agrees to advance the additional Loan Fund
in accordance with the terms of the Agreement, as amended hereby, subject to
Borrower's performance of Borrower's obligations under the Agreement as amended
hereby.

     5.   Except as expressly amended hereby, all remaining terms and
conditions of the Agreement are hereby ratified and confirmed and shall remain
in full force and effect.  Borrower's right to extend the term of the Loan as
evidenced by the letter agreement dated January 27, 1998, between Lender and
Borrower shall be applicable to the entire loan amount, including the amount
evidenced by the Advance Note.

     Dated this 17th day of June, 1998.

                              LENDER

                                   First Credit Bank



                                   By: /s/ Farhad Ghassemieh   
                                        Authorized Officer

                                        Hawaiin Gardens Branch
                                        11940 East Carson Street
                                        Hawaiin Gardens, CA 90716


                              BORROWER

                                   NevStar Gaming & Entertainment
                                   Corporation



                                   By: /s/  Michael J. Signorelli      
                                        Michael J. Signorelli, Secretary


                                   By:  /s/ Jeffrey L. Gilbert          
                                        Jeffrey L. Gilbert, President

                                   3175 West Post Road
                                   Las Vegas, Nevada  89118