Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks [*****], and the omitted text has
been filed separately with the Securities and Exchange Commission.

                            MASTER SERVICES AGREEMENT
                            -------------------------

         THIS MASTER SERVICES AGREEMENT (the "Agreement") is made and effective
as of May _4_, 2001 (the "Effective Date"), by and between The Players Network
("Network"), a Nevada corporation, located at 4620 Polaris Avenue, Las Vegas,
Nevada 89103, and Station Casinos, Inc. ("Customer"), a Nevada corporation, with
corporate offices located at 2411 W. Sahara Boulevard, Las Vegas, Nevada 89102.

                                    RECITALS
                                    --------

         WHEREAS, Network owns and produces in-house gaming television
programming and can develop an online streaming media marketing strategy for
Customer;

         WHEREAS, Customer and Network desire to have Customer distribute
Network's program content (including a customized in-house gaming channel) (i)
on a designated marketing channel on a privately operated cable television
distribution system (the "Digital Playback System") within each of the hotels
listed in Exhibit D attached hereto that are owned and/or operated by Customer
or its wholly-owned subsidiaries (the "Designated Locations") and (ii) through
various vertical marketing vehicles, including, without limitation, Internet
webcasts, and other private and public interactive mediums, all pursuant to the
terms and conditions of this Agreement;

         WHEREAS, Network and certain wholly-owned subsidiaries of Customer are
party to that certain (i) Affiliate Services Agreement, dated as of January 1,
1999, by and between Network and Boulder Station, Inc., a Nevada corporation,
and (ii) Affiliate Services Agreement, dated as of October 15, 1998, by and
between Sunset Station, Inc., a Nevada corporation (the agreements described in
items (i) and (ii) collectively, the "Existing Agreements"); and

         WHEREAS, the Existing Agreements are being terminated concurrently with
the execution and delivery of this Agreement and certain credits are being
transferred to this Agreement as described herein;

         NOW, THEREFORE, in consideration of the mutual covenants herein, and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, Network and Customer agree as follows:

                                    AGREEMENT
                                    ---------

1.       TERM & TERMINATION

         a.       TERM.

                  Unless otherwise terminated as provided herein, the initial
                  term of this Agreement (the "Initial Term") shall commence on
                  the Effective Date, and shall continue for twenty-four (24)
                  consecutive months thereafter. Network and Customer shall meet
                  in good faith at least ninety (90) days prior to the
                  expiration of the Initial Term to discuss the terms and
                  conditions for renewal of this Agreement. Notwithstanding the

<PAGE>

                  foregoing, after expiration of the Initial Term, this
                  Agreement shall automatically renew for successive one month
                  periods (collectively, the "Renewal Term," and together with
                  the Initial Term, the "Term") unless either party elects to
                  allow the Agreement to expire by delivering a written notice
                  of such election no fewer than thirty (30) days prior to the
                  date the Term is scheduled to expire. At the beginning of the
                  Renewal Term, the fees chargeable by Network hereunder shall
                  be automatically increased by *****.

         b.       EARLY TERMINATION.

                  This Agreement may be terminated upon delivery of written
                  notice of termination effective immediately:

                  1)       By either party, if the other party has failed to
                           make a payment required hereunder within fifteen (15)
                           days after the other party's receipt of written
                           notice of its failure to pay;

                  2)       By either party, if the other party breaches a
                           material provision of this Agreement which breach has
                           not been cured within thirty (30) days after the
                           other party's written notice of its breach; or

                  3)       By Customer, if Customer reasonably determines that
                           continued association with Network may jeopardize any
                           gaming license held or pursued by Customer or any of
                           its subsidiaries or affiliates.

                  A termination pursuant to this Section 1(b) shall not impair
                  either party's other rights and remedies under law or equity.

2.       PROGRAMMING PACKAGES.

         a.       GENERAL DESCRIPTION; CONTENT; COMMERCIAL ADVERTISING.

                  1)       Network shall provide Customer with digital content
                           management services and the technical equipment
                           described in this Section 2 that is necessary to
                           broadcast a separate Programming Package at each of
                           the Designated Locations in accordance with the terms
                           and conditions of this Section 2, Exhibit A and the
                           Roll-out Schedule contained in Exhibit D. For
                           purposes of this Agreement, (A) "Programming Package"
                           means a schedule of Network Programs specifically
                           designed for a Designated Location and monthly
                           calendars of events described in Section 2(a)(4)
                           below to be broadcast at such times and frequencies
                           as proposed by Network and reasonably agreed to by
                           Customer on Customer's Digital Playback System in the
                           guest rooms at such Designated Location and (B)
                           "Network Programs" means the entire library of
                           completed television shows, feature segments and
                           promotional videos developed and owned by Network,
                           including, without limitation, Video Segments,





                                       2

<PAGE>

                           Feature Segments and any other new programming
                           developed and owned by Network during the Term but
                           excluding customized programming developed by Network
                           for Network's other customers (whether or not Network
                           holds ownership or license rights to such
                           programming).

                  2)       Network shall provide Customer an updated list of
                           Network Programs on a quarterly basis or more
                           frequently as may be reasonably requested by
                           Customer. Network shall inform Customer of new
                           programming under development by Network (except for
                           customized programming developed by Network for
                           Network's other customers) subject to Network's
                           confidentiality standards and procedures.

                  3)       Network shall use good faith efforts to consult with
                           Customer regarding Customer's programming requests
                           and to accommodate Customer's reasonable requests
                           within Customer's and Network's standard programming
                           format, such as by making minor alterations to
                           graphics, charts, rules and voiceovers or minor edits
                           to exclude specific programming content that Customer
                           reasonably believes to be objectionable in light of
                           its business and operations; provided that (A)
                           nothing contained herein shall be construed to
                           require Network to reformat or provide substantial
                           alterations or edits to any Network Program and (B)
                           if the parties cannot agree on appropriate
                           alterations or edits to a Network Program, Network
                           shall, upon Customer's request, remove such Network
                           Program from the Programming Package.

                  4)       Network shall produce once per calendar month for
                           broadcast as part of each Programming Package (A) a
                           master calendar of events that cross-promotes all of
                           the Customer's properties and (B) no more than three
                           secondary calendars containing minor revisions to
                           highlight events occurring at a subset of Designated
                           Locations defined by Customer. The format and
                           contents for such calendars are described in further
                           detail in Exhibit A. Customer shall develop and
                           submit the contents for such calendars and
                           instructions for cross-promotions in writing to
                           Network no less than three business days prior to
                           Customer's desired date for broadcast thereof and
                           will use good faith efforts to accommodate such other
                           changes as Customer may request. As soon as
                           reasonably practicable after the Effective Date,
                           Network will prepare an online method for Customer to
                           submit the content for such calendars to Network.

         b.       COMMERCIAL ADVERTISING; REVENUE SHARING.

                  As a mechanism to minimize Customer's costs of operating the
                  Dedicated Channel(s), Network will explore the ability to sell
                  commercial advertising (not to exceed ten minutes per hour)



                                       3

<PAGE>

                  within the Programming Package that complies with the
                  following requirements:

                  1)       If any commercials are incorporated, Network shall
                           also include commercials for both Customer's and
                           Network's respective websites. Network also will
                           allow Customer to use commercial time to
                           cross-promote vendors so long as Customer is not
                           remunerated in any fashion therefor.

                  2)       Network shall also reserve the right to delegate up
                           to two minutes per hour of commercial advertising
                           airtime to use as barter with other media companies
                           that provide cross-promotion to Network and Customer;
                           provided, however, that any such advertising to be
                           shown as part of Customer's Programming Package shall
                           be subject to the prior written approval of Customer,
                           which approval shall not be unreasonably withheld.
                           Media companies may include gaming publications that
                           promote in-room, network and web events.

                  3)       Network may broadcast commercials for national or
                           local sponsors (including from vendors and/or tenants
                           operating in any of Customer's properties) provided,
                           however, that any such commercials to be shown as
                           part of Customer's Programming Package shall be
                           subject to the prior written approval of Customer
                           which shall not be unreasonably withheld.

                  4)       Network agrees that all commercials shall be in
                           objectively good taste and shall not contain any
                           content that is offensive (in light of Customer's
                           industry), obscene or violent or reflect poorly on
                           the city of Las Vegas or the gaming industry as a
                           whole.

                  5)       Network and Customer shall share equally in the
                           "Adjusted Gross Advertising Revenues," which are the
                           gross revenues after deducting the actual cost of
                           sales and agency commissions, administration and
                           scheduling of commercials; provided that Network
                           shall be reimbursed for its actual costs associated
                           with commercials it schedules (up to ***** of its
                           gross receipts therefor) and Customer shall be
                           reimbursed for its actual costs associated with
                           commercials it schedules (up to ***** of its gross
                           receipts therefor). Payments under this section shall
                           be made on a monthly basis preceding each month of
                           advertising, and shall be accompanied by a reasonably
                           detailed sales activity report showing the gross
                           advertising revenues and the costs being deducted for
                           such month.

         c.       EQUIPMENT AND TECHNICAL INSTALLATION & MAINTENANCE SERVICES

                  1)       Network shall install, in accordance with the
                           Roll-out Schedule contained in Exhibit D, digital
                           playback equipment compatible with Customer's Digital



                                       4

<PAGE>

                           Playback System in order to provide an advanced
                           marketing vehicle consisting of customized Customer
                           programming and/or any future services to be provided
                           to Customer by the Network. All equipment provided by
                           Network shall be owned (or leased) and operated by
                           Network and shall not be considered property of
                           Customer.

                  2)       Network shall maintain and service its equipment at
                           no additional expense to Customer. Network shall
                           install a paging system that notifies Network of any
                           equipment failure resulting in channel downtime
                           reasonably promptly after its occurrence. Network
                           shall use commercially reasonable efforts to repair
                           or replace any non-operational equipment such that
                           broadcasts resume within 24 hours of the commencement
                           of the downtime. The Programming Package Fee for such
                           Designated Location shall be prorated (on an
                           day-by-day basis) for consecutive hours of downtime
                           above the initial 24-hour grace period.

                  3)       Customer shall provide an area for the equipment to
                           be located, one dedicated telephone line and one
                           dedicated land line connection. Such equipment and
                           lines shall be located in an area that is not
                           accessible to guests but allows for reasonable access
                           by Network to perform its duties hereunder.

                  4)       Customer shall provide Network and its appointed
                           representatives with necessary access to areas
                           wherein the equipment shall be located and Network
                           shall have the right and authority to enter the
                           premises of Customer at any time with appropriate
                           verbal notice and subject to Customer's reasonable
                           security clearance procedures to install, update or
                           repair programming and maintain the equipment.

                  5)       Customer shall designate, or cause its in-house cable
                           and Internet system providers to designate, a channel
                           (the "Dedicated Channel") (which shall be the lowest
                           channel position available) on the Digital Playback
                           System in each Designated Location for continuous,
                           24-hour broadcast of the Programming Package.
                           Customer may request that the Programming Package be
                           provided on additional Dedicated Channels (which need
                           not be in the lowest channel position available) at
                           some or all of the Designated Locations by delivering
                           a written request to Network accompanied by payment
                           of a one-time equipment upgrade fee in the amount of
                           ***** per Designated Location for each additional
                           Dedicated Channel. Network shall maintain equipment
                           and scheduling of programming related to additional
                           Dedicated Channels at its cost and expense.



                                       5

<PAGE>

                  6)       If at any time Customer has any interactive or
                           on-demand program suppliers ("Other Program
                           Suppliers") and Customer desires for the Programming
                           Package at any of the Designated Locations to be
                           interactive and/or on-demand, Customer shall be
                           solely responsible for paying any and all fees or
                           costs charged by such Other Program Suppliers
                           associated with making arrangements for such
                           interactive or on-demand programming. Subject to the
                           remainder of this Section 2(c)(6) and Section
                           2(c)(7), Network shall cooperate with Customer and
                           Other System Providers in good faith (but at no
                           additional cost to Network) to make such minor
                           technical adjustments and adaptations to the
                           Programming Package and the equipment as are
                           necessary to comply with Other System Providers'
                           reasonable technical platform and broadcast
                           standards. Network shall be provided with written
                           reports on not less than a monthly basis detailing
                           the interactive usage of the Customized Programming
                           during the Term and furthermore shall have the right
                           to audit such reports on not less than an annual
                           basis (which audit rights shall survive the
                           expiration or termination of this Agreement). Network
                           shall receive on-screen credit and co-branding of
                           such programming that reasonably describes Network's
                           role in providing the services hereunder.

                  7)       In the event Other Programming Suppliers offer
                           Internet access on the same platform where Network's
                           programming is being broadcast, customer will request
                           that Other Programming Supplier provide Network with
                           a link to its own website, www.PlayersNetwork.com,
                           within reasonable guidelines of the system's
                           capability. Such link shall be located in a prominent
                           area on the interactive pages where Network's
                           programming is being offered.

                  8)       Prior to supplying its programming hereunder, Network
                           shall be entitled to receive written agreement(s)
                           reasonably satisfactory in form and substance to
                           Network assuring that Other Program Suppliers will
                           have no right or interest in Network's programming,
                           or any ability to manipulate or otherwise use,
                           Network's content except to broadcast such content
                           into guest rooms on the Dedicated Channel(s).

                  9)       Customer shall purchase and maintain in effect
                           property insurance in such form and amounts necessary
                           to provide replacement cost coverage for the
                           equipment. The amount of such property insurance
                           shall not be less than $50,000 per Designated
                           Location.



                                       6

<PAGE>

         d.       LICENSES AND BROADCAST RIGHTS.

                  1)       Network hereby grants Customer a personal,
                           non-transferable, non-exclusive, royalty-free license
                           during the Term to broadcast the Programming Package
                           at the Designated Location designated therefor and
                           over the Customer Websites. Customer acknowledges and
                           agrees that, except for the license granted pursuant
                           to the foregoing sentence, it owns no right, title or
                           interest in or to the Programming Package or its
                           contents other than the Customized Video Segments and
                           provided in Section 3.

                  2)       Customer acknowledges that Network may broadcast the
                           Programming Package and any portion thereof over
                           Network's website, www.PlayersNetwork.com, and all of
                           Network's existing and future national and
                           international broadband, cable and wireless
                           distribution channels.

3.       CUSTOMIZED VIDEO PRODUCTION.

         a.       GENERAL DESCRIPTION.

                  1)       Network shall develop and produce for Customer an
                           aggregate of one hundred forty (140) minutes of
                           final, customized, talent-driven segments in an
                           "Electric News Gathering" or "ENG"-style
                           (collectively, "Customized Video Segments") in
                           accordance with the this Section 2(a) and Exhibit B
                           attached hereto. The one hundred forty (140) minutes
                           may be applied towards the Designated Locations in
                           any manner determined by Customer, *****. Customer
                           shall own the Customized Video Segments and raw
                           footage and B-roll used to develop the Customized
                           Video Segments, subject to the licenses granted to
                           Network hereunder.

                  2)       Prior to production of the Customized Video Segments,
                           Network and Customer shall designate appropriate
                           members of their staff to hold a series of creative
                           meetings to establish the subject matter and creative
                           approach for the segments and the specific number of
                           segments to be shot on and at each location.

                  3)       Network agrees that the Customized Video Segments
                           shall be in objectively good taste and shall not
                           contain any content that is offensive (in light of
                           Customer's industry), obscene or violent. Customer
                           reserves the right to request changes to a Customized
                           Video Segment to ensure the accuracy of the
                           information contained therein so long as such changes
                           do not require more than two (2) hours of editing.
                           Customer shall pay additional charges in



                                       7

<PAGE>


                           accordance with Exhibit C after the second hour of
                           editing. Network shall use good faith efforts to
                           inform Customer of the expected changes, if any,
                           associated with changes requested by Customer.

                  4)       Any Customer production request that requires
                           scripting a specific story to be shot on-premise and
                           edited into a specific Customer program feature (a
                           "Feature Segment") shall be submitted to Network in
                           writing no less than seven (7) business days prior to
                           the date and time that filming is requested to
                           commence. Customer reserves the right to approve
                           script and/or story angle for Feature Segments to
                           ensure the accuracy of the information prior to
                           shooting. When production on a Feature Segment has
                           been completed, Network shall pay the costs
                           associated with any minor changes requested by
                           Customer that require up to two (2) hours of editing.
                           If Customer requires changes to a Feature Segment
                           that requires editing time in excess of two (2)
                           hours, Customer shall pay additional charges in
                           accordance with Exhibit C. Network shall use good
                           faith efforts to inform Customer of the expected
                           charges, if any, associated with the changes
                           requested by Customer.

                  5)       Customer shall appoint one or two personnel to act as
                           liaisons with Network's production team during the
                           production of the Customized Video Segments and to
                           assist Network with the coordination of customized
                           production among the Designated Locations.

                  6)       Customer shall provide (or cause to be provided to)
                           Network at Customer's sole expense all publicity and
                           production clearances necessary or reasonably
                           requested by Network for filming on Customer's
                           premises. Customer shall be solely responsible for
                           obtaining any and all consents and approvals
                           (including as relate to privacy, image, personality,
                           recording or broadcast rights) from talent hired by
                           Customer and employees and guests of Customer
                           necessary or reasonably requested by Network in
                           connection with the filming, production or broadcast
                           of the Customized Video Segments.

                  7)       Customer shall notify and coordinate with security
                           for Network production crews when and where deemed
                           appropriate by Network while filming on Customer's
                           premises.

                  8)       For production occurring at any location owned or
                           controlled by the Customer or any of its related
                           companies, Network shall provide insurance of the
                           type and with limits that are reasonably appropriate
                           to the scope of the production. Customer shall be
                           named as an additional insured thereon.



                                       8

<PAGE>

b.       PRODUCTION PERSONNEL.

                  1)       Network's standard on-site crew shall consist of up
                           to four crew members (a Network producer and an
                           on-camera reporter, when and if deemed appropriate by
                           Network for the specific segment). Network shall use
                           good faith efforts to identify at the time of the
                           production request if additional on-site crew members
                           or special production equipment and post-production
                           processes will be necessary for more sophisticated
                           filming and productions, the assignment of which
                           shall be subject to Customer's consent. Customer also
                           may request additional on-site crew in its
                           discretion. Customer shall bear all costs and
                           expenses associated with additional on-site crew in
                           accordance with Exhibit C.

                  2)       Customer shall provide rooms, food and beverages for
                           Network's on-site production crews while filming at
                           Customer's properties for production work and the
                           cost shall be allocated according to Section 6(h).

                  3)       If Customer is a party to any collective bargaining
                           agreements that require the utilization of union
                           personnel in connection with on-site filming or
                           production, Customer shall be responsible for
                           supplying such personnel and incurring the
                           incremental cost related to their compensation.

         c.       ADDITIONAL SERVICES.

                  1)       Where production services are being performed on
                           already completed Customized Video Segments (such as
                           edits to graphics, music, writing and/or voiceover
                           services), Customer shall only be charged for
                           re-purposing and updating of such segments in
                           accordance with Exhibit C.

                  2)       Upon Customer's written request, Network shall
                           provide Customized Production in excess of one
                           hundred forty (140) minutes in thirty-minute
                           increments; provided that Customer pays Network (A)
                           in advance the Supplemental Video Production Fee and
                           (B) upon receipt of an invoice therefor, all other
                           costs and expenses associated therewith in accordance
                           with Exhibit C.

                  3)       Customer may request on short notice that Network
                           produce, and Network shall use its good faith efforts
                           (which is expressly subject to the availability of
                           Network's local on-site ENG crew) to produce, a
                           segment involving a special story where the standard
                           advance notice and planning may not be possible, such
                           as jackpot winners, special appearances or
                           spontaneous events. Customer shall pay all costs and



                                       9

<PAGE>

                           expenses associated with accommodating such special
                           production in accordance with Exhibit C.

         d.       LICENSES; OTHER.

                  1)       All techniques, processes, know-how, show-how,
                           patents and other proprietary information developed
                           by Network during its performance of any of the
                           services under this Agreement, including, without
                           limitation, the development and production of the
                           Customized Video Segments, shall be and at all times
                           remain the sole and exclusive property of Network,
                           and Customer shall hold no right, title or interest
                           with respect thereto.

                  2)       Network shall digitally encode all of the Customized
                           Video Segments to enable streaming the content over
                           the Customer Websites. Customer hereby grants to
                           Network a worldwide, perpetual, non-exclusive,
                           royalty-free license during and after expiration of
                           the Term to rebroadcast the Customized Video Segments
                           over Network's website, www.PlayersNetwork.com
                           ("Network's Website"), and all of Network's existing
                           and future co-branded broadband and cable
                           distribution channels and to use and show the
                           Customized Video Segments to third parties as samples
                           of Network's work.

                  3)       Network shall create and maintain a separate video
                           library for each Designated Location, which library
                           shall include all Customized Video Segments,
                           "B-roll," news stories, promotions, Feature Segments
                           and graphics created for Customer. Network hereby
                           grants to Customer a personal, non-transferable,
                           non-exclusive, royalty-free license to use for
                           promotional purposes only at such Designated Location
                           (but not to duplicate) during the Term the contents
                           of the library and Network's digital linear tape
                           drives; provided that Customer shall reimburse
                           Network's actual duplication costs associated with
                           creating the library (described in Exhibit C,
                           Duplication Cost). Upon expiration or termination of
                           this Agreement, Customer shall return all contents of
                           the library to Network other than the Customized
                           Video Segments and, if requested by Network, shall
                           deliver a certificate to that effect.

                  4)       Customer shall obtain Network's written consent (to
                           be granted in Network's sole discretion) prior to
                           using the library or any of its contents in any
                           manner outside of the express license granted in
                           Section 3(d)(3) above (such as by permitting any
                           third party to review, access or use the library or
                           any of its contents). Network shall be entitled to
                           receive a portion of any fees or revenues received
                           directly or indirectly by Customer associated with
                           any use of the contents of the library outside of the
                           express license granted in Section 3(d)(3) above, and



                                       10

<PAGE>

                           the parties agree to negotiate in good faith
                           regarding the allocation of any such fees or
                           revenues. When and if programming is used outside of
                           the express license granted in Section 3(d)(3) above,
                           Network shall receive a credit that reasonably
                           describes such contents and that reads in conspicuous
                           lettering "COURTESY OF PLAYERS NETWORK" (or words of
                           similar effect) at an appropriate place in the
                           programming or promotional materials.

                  5)       From time to time, Network may request to produce
                           programming and event coverage on Customer's
                           property. Any such production is to be included in
                           the general Network programming library and Customer
                           will not be charged for the same, nor will such time
                           be included in Customer allotted hours of monthly
                           field production.

4.       INTERNET AND BROADBAND DISTRIBUTION AND MARKETING SERVICES

         a.       GENERAL DESCRIPTION.

                  1)       Commencing as promptly as practicable after the
                           Effective Date, Network shall provide the Internet
                           and Broadband Distribution and Marketing Services
                           described in Exhibit E attached hereto including,
                           without limitation, (i) providing links from
                           Network's Website to Customer's Boarding Pass sign-up
                           page on the Customer Websites so as to provide users
                           of Network's Website best access to the Customer
                           Websites (the "Network-Customer Links") as are
                           available given Network's other commitments, (ii)
                           posting on Network's Website of marketing and
                           promotional information regarding the Designated
                           Locations and (iii) digitally encoding and enabling
                           streaming broadcasts of the Programming Package and
                           the Customized Production Segments on not more than
                           three websites, www.StationCasinos.com,
                           www.MyBoardingPass.com and [Customer's sports betting
                           site] (collectively, the "Customer Websites") and on
                           Network's Website and broadband system as in
                           existence, as well as future systems, as of the
                           Effective Date.

                  2)       Upon the request of Customer, Network may provide one
                           or more Network-Customer Links to Customer's hotel
                           reservations order webpage, and Customer shall pay
                           Network a ***** commission for all paid reservations
                           booked through such Network-Customer Links. The
                           amounts in respect of such commissions shall be paid
                           on a monthly basis and shall be accompanied by a
                           detailed report of Customer's on-line orders for such
                           month. Upon reasonable notice to Customer, Network
                           shall have the right to audit no more frequently than



                                       11

<PAGE>

                           once per year Customer's records for purposes of
                           confirming compliance with this Section.

                  3)       Network-Customer Links may be modified and/or
                           expanded from time to time throughout the Term
                           pursuant to mutual agreement of the parties, except
                           that Network may modify the placement of the
                           Network-Customer Links on Network's Website in a
                           manner that best compliments the specific content as
                           determined in Network's sole discretion. To the
                           extent access to the Customer Websites from Network's
                           Site is requested or granted by Customer, and such
                           access is deemed to be a reproduction, transmission
                           or distribution, Customer hereby grants to Network a
                           perpetual, worldwide, non-exclusive, royalty-free
                           license to use, reproduce, transmit, distribute and
                           publicly display each of the Customer Websites so as
                           to make them available to users of Network's Website
                           via the Internet.

                  4)       Network will host, maintain and provide digital
                           management and administrative services for Customer's
                           customized content and Network's own video library
                           content to be streamed on Customer's Websites. All of
                           the hosting, maintenance and administration services
                           are included in the standard fees charged under this
                           Agreement, except for transfer of content costs,
                           which shall be additional and charged to Customer
                           pursuant to Exhibit C. Network shall provide a report
                           of usage on a monthly basis and more frequently if
                           reasonably requested by Customer.

                  5)       The phrase "transfer of content" refers to megabytes
                           of content transferred from Network's hosting partner
                           to Customer's websites. Each time an online user
                           accesses a video, there will be a transfer charge
                           which will vary depending on the size of the file and
                           modem speed on which a "user" accesses the file.
                           Network will supply Customer with a monthly transfer
                           report itemizing such transfers.

         b.       OTHER SPONSORING OFFERS.

                  During the Term, Network shall provide Customer with written
                  notice of any future offers by Network of the right to sponsor
                  or the receipt by Network of any bona fide third party offer
                  to sponsor programming on Network's Website or broadband
                  system, which notice shall state the material terms and
                  conditions (including price) of such offer. Customer shall
                  have a right of first refusal with respect to sponsoring such
                  programming on the terms described in such notice, which right
                  shall be exercised by providing written notice to Network no
                  later than ten (10) days after receipt of the notice from
                  Network pursuant to the previous sentence.



                                       12

         c.       LIVE AND ARCHIVED WEBCASTS.

                  1)       Customer may request, and Network shall provide, up
                           to two (2) webcasts over the Internet and Network's
                           existing broadband sites of events as designated by
                           Customer. Customer shall submit its request in
                           writing that details the length, type of event, date
                           of event and webcast and all other pertinent details
                           necessary for Network to evaluate technical aspects
                           of such webcast and to prepare a budget therefor.

                  2)       Within fourteen (14) days of receipt of Customer's
                           written request pursuant to Section 4(c)(1), Network
                           shall prepare an estimated budget for such webcast,
                           which shall be approved by Customer. Customer shall
                           be obligated to pay all costs associated with such
                           webcast (including any and all bandwidth, production
                           and distribution fees) plus an administrative fee of
                           ***** to Network.

                  3)       In the event there is a third party primary sponsor
                           ("Third Party Sponsor"), Customer agrees to share
                           equally with Network all sponsorship revenues it
                           receives for such webcast less the actual and
                           reasonable costs it incurs in connection with
                           planning and production of such event. Network may
                           obtain secondary sponsorship of such webcast, and the
                           revenues it receives shall belong solely to Network
                           (but Network may share such revenues with its
                           co-branded distribution companies).

5.       PROMOTION AND USE OF NAMES

         a.       Consistent with the Roll-out Schedule on Exhibit D, Customer
                  may request that Network provide an initial stock of
                  on-premise marketing and promotional materials such as tent
                  cards, elevator and marquee posters to promote the Programming
                  Package and any other programming being provided by Network in
                  accordance with this Agreement. Initial stock shall not exceed
                  six thousand (6,000) in-room pieces and a total of seventy
                  (70) posters. After initial promotional materials are used,
                  Customer may request that Network provide additional marketing
                  and promotional materials at Customer's expense. Customer
                  shall have the right to approve the design and artwork of all
                  marketing and promotional materials prior to printing.

         b.       Customer may prepare and distribute its own marketing and
                  promotional materials describing and promoting the programming
                  being provided by Network hereunder. Customer has no
                  obligation to promote the broadcast or any of the services
                  that result from this Agreement or to use or distribute any of
                  the promotional or marketing materials provided by Customer
                  pursuant to this Agreement.



                                       13

<PAGE>

         c.       Customer hereby grants to Network the right to reproduce,
                  alter and display all logos, trademarks, tradenames and
                  similar identifying material relating to Customer solely in
                  connection with Network's performance of its obligations
                  hereunder; provided, however, that such right shall be deemed
                  a non-exclusive license or privilege only which confers no
                  property rights therein, and such license or privilege may be
                  revoked by Customer at any time, in which event Network shall
                  immediately cease use of all such material. Unless Network has
                  received Customer's prior written consent of (which consent
                  shall not be unreasonably withheld, delayed or conditioned),
                  Network shall not identify Customer or any of Customer's
                  properties by name, image, logo or likeness in any
                  cross-promotional materials or press releases of Network.

6.       STANDARD FEES

         a.       INITIAL CUSTOMER ROLL-OUT FEE

                  On the Effective Date Customer shall pay to Network an initial
                  equipment installation and programming roll-out fee of *****
                  for the roll-outs scheduled to occur in May and June 2001 as
                  set forth on Exhibit D. Customer shall pay to Network a fee of
                  ***** for each additional Designated Location requiring
                  roll-out no later than thirty (30) days prior to the
                  commencement of any additional roll-out of a Designated
                  Location.

         b.       MONTHLY PROGRAMMING PACKAGE FEE

                  1)       Upon completion of the roll-out for each Designated
                           Location, Customer shall pay to Network an amount
                           equal to the sum of the first prorated month and
                           second month of the Programming Package Fee listed in
                           Exhibit C for such Designated Location. Thereafter
                           Customer shall pay to Network on the first day of
                           each month, the monthly Programming Package Fee
                           listed in Exhibit C for each Designated Location then
                           receiving the Programming Package.

                  2)       On the first day of each month in which the
                           Programming Package is being delivered, Customer
                           shall pay Network a monthly fee for producing the
                           calendar of events referred to in Section 2(a)(4)
                           will be *****. Customized calendar of events will not
                           begin until June, 2001, therefore Customer shall not
                           be billed for such calendar of events until June 1,
                           2001.

                  3)       Initial payments for monthly Programming Package may
                           be prorated depending on the exact day of activation
                           in accordance with the rollout for each designated
                           location.



                                       14

         c.       CUSTOMIZED VIDEO SEGMENT FEES.

                  As consideration for production of the Customized Video
                  Segments, Customer shall pay Network (A) a one-time creative
                  collaboration fee of ***** and (B) a fee of ***** for the
                  production of the Customized Video Segments, which fee shall
                  be paid in advance as follows: (i) ***** on the Effective
                  Date, (ii) ***** upon commencement of pre-production for the
                  47th minute of Customized Video Segments, and (iii) ***** upon
                  the commencement of pre-production for the 93rd minute of
                  Customized Video Segments.

         d.       INTERNET AND BROADBAND MARKETING AND DISTRIBUTION SERVICES
                  FEES.

                  Customer shall pay Network the fees listed in Exhibit E
                  associated with performance of the Internet and Broadband
                  Marketing and Distribution Services.

         e.       OFFSETS.

                  Customer shall not be entitled to set-off or deduct amounts
                  payable by or disputed by it.

         f.       LATE PAYMENTS

                  Interest at the lesser of ***** per month (or partial month)
                  and the maximum amount permitted by law shall accrue on any
                  amounts not paid within ten (10) days of the due date.

         g.       ROOM, FOOD AND BEVERAGE CREDITS

                  Customer shall establish an aggregate monthly Room, Food and
                  Beverage credit of ***** per month to be used primarily for
                  Network's standard on-site and production crews which Network
                  can access any of Customer's locations. This credit shall
                  accrue over the Term and may be used at any time within twelve
                  (12) months after the expiration or termination of this
                  Agreement. Customer shall pay for rooms, food and beverages
                  for any additional on-site personnel at the same rates as
                  applicable to Network's standard on-site production crews.
                  Network will comply with Customer's standard corporate
                  procedures to access such credit. All charges to Network shall
                  be calculated at the "casino rate" at the Dedicated Location.
                  The outstanding room, food and beverage credit under the
                  Existing Agreements as of the Effective Date shall be applied
                  to the credit balance under this Agreement.



                                       15


<PAGE>

7.       REPRESENTATIONS, WARRANTIES, COVENANTS & INDEMNIFICATION

         a.       As of the Effective Date, Network and Customer each represent
                  and warrant to the other that: (i) it has been duly formed and
                  is validly existing in good standing under its state of
                  organization and any other states where it is required to be
                  qualified to do business in order to perform its obligations
                  under this Agreement; (ii) it has the requisite right, legal
                  capacity and authority to enter into the Agreement, to perform
                  its obligations hereunder and to consummate the transactions
                  contemplated hereby; (iii) this Agreement has been effectively
                  authorized by all necessary organizational and legal action
                  required by it; (iv) this Agreement constitutes its legal,
                  valid, and binding obligation, enforceable against it in
                  accordance with its terms, subject only to applicable
                  bankruptcy, insolvency, reorganization, moratorium or similar
                  laws or equitable principles affecting or limiting rights of
                  contracting parties and (v) it is not party to any contract or
                  bound by any order that will interfere with the full and
                  complete performance of its obligations under this Agreement.

         b.       Upon Customer's delivery to Network of any commercial
                  announcement or other programming material, Customer
                  represents and warrants to Network that such announcement or
                  material does not contain any material that violates any
                  trademark, service mark, right of privacy, copyright or
                  dramatic, literary privacy, image or personality right of any
                  third party.

         c.       Except as expressly provided herein, neither party shall have
                  any right, title or interest in or to names, logos, service
                  marks, patents, trademarks, copyrights or other intellectual
                  property of the other party.

         d.       Customer acknowledges that the services being provided
                  hereunder by Network are subjective in nature and that
                  Customer will have to pay additional fees and costs relating
                  to alterations because of qualitative differences it may have
                  with Network regarding their services being provided hereunder
                  (particularly the Customized Video Production). Customer
                  further acknowledges that nothing contained herein shall be
                  construed as granting one Customer the right to cause Network
                  to remove, alter, edit or modify in any manner any aspect of
                  the Network Programs, Network's Website or Network's broadband
                  system or programming.

         e.       Customer acknowledges that certain additional services and
                  benefits associated with the Programming Package and the
                  Internet and Broadband Distribution and Marketing Services
                  described herein have not yet been fully developed by Network,
                  such as additional television syndication exposure. While it
                  is the intent of the Network to further develop such benefits,
                  Customer acknowledges and agrees that this Agreement shall not
                  constitute a guarantee of when such efforts will come to
                  fruition.



                                       16

<PAGE>

         f.       Each party (in such capacity, the "Indemnitor") shall defend,
                  indemnify and forever hold harmless the other party and its
                  affiliates, shareholders, officers, directors, employees,
                  agents and partners from and against any and all claims,
                  losses, damages, costs or expenses (including reasonable
                  attorneys' fees) (collectively, "Claims") relating to (i) any
                  breach of any representation, warranty or covenant under the
                  Agreement by the Indemnitor, (ii) any damage to person or
                  property or any claim for damages by any personnel or
                  subcontractor, or (iii) the provision, use, alternation,
                  broadcast or distribution of content provided by the other
                  party (whether of an editorial, advertising or other nature),
                  the accessibility thereto or the exchange of information over
                  the Internet or television (including broadband) in connection
                  therewith, including copyright infringement, libel, indecency,
                  false light, misrepresentation, invasion of privacy or image
                  or personality rights or violation of recording or broadcast
                  rights. These indemnifications do not apply to Claims to the
                  extent arising from the negligence or willful misconduct of
                  the person seeking indemnification hereunder. The
                  indemnifications provided hereunder shall survive the
                  expiration or termination of this Agreement for any reason.
                  The Indemnitor shall pay any reasonable costs incurred in
                  enforcing the indemnifications provided herein.

         g.       EXCEPT AS SPECIFIED IN SECTION 7(A) AND 7(B), NETWORK
                  EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
                  INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
                  FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE SERVICES
                  PROVIDED HEREUNDER.

8.       FORCE MAJEURE

         Neither party shall be liable to the other for failure of performance
         (but not failure to pay) hereunder by reason of any act of God,
         earthquake, labor dispute, civil disturbance or insurrection,
         non-delivery by program suppliers or others, disruption or breakdown of
         origination or transmission facilities, or any other cause beyond such
         party's reasonable control; provided, however, that adverse economic or
         market conditions shall not by themselves constitute grounds for excuse
         of performance hereunder.

9.       CONFIDENTIALITY

         During the Term and for a period of one (1) year thereafter, the terms
         and conditions of the Agreement shall be kept confidential by the
         parties and shall not be disclosed by either party to any third party
         except on a need-to-know basis to persons or entities actively and
         legitimately investigating the acquisition or assumption of all or a
         portion of such party's business or in connection with a merger,
         consolidation or reorganization with such party. Customer agrees to
         keep confidential and not to use or disclose any confidential or
         proprietary information relating to the business practices, strategies,
         technologies or techniques of Network and agrees that such information



                                       17

<PAGE>

         is the sole and exclusive property of Network. Notwithstanding any of
         the foregoing in this Section 9, information required to be kept
         confidential hereunder may be disclosed by a party only (i) to the
         extent that such disclosure is required by any court order or
         governmental agency, or as may reasonably be necessary in connection
         with any regulatory proceedings, (ii) to such party's accountants,
         auditors, agents and counsel to the extent such disclosure is necessary
         to enable such persons or entities to provide their services to the
         party in question, and (iii) to executive personnel of affiliated
         companies on a need-to-know basis. Each party acknowledges that the
         remedy at law for any breach by it of this Section 9 will be inadequate
         and that the other party shall also be entitled to injunctive relief.
         This Section 9 shall survive the expiration or termination of this
         Agreement.

10.      MISCELLANEOUS PROVISIONS

         a.       Network shall not be restricted from licensing its programming
                  (excluding the Customized Video Segments), or any portion
                  thereof, to any other entity of any nature whatsoever.

         b.       Except as expressly provided herein, any notice, demand,
                  approval, consent or other communication required or permitted
                  hereunder or by law shall be validly given or made only if in
                  writing, properly sent by first-class United States mail,
                  courier or telecopy, and addressed to the party for whom
                  intended at the address set forth in the Preamble to this
                  Agreement or such other address provided in writing by a
                  party.

         c.       Network's liability hereunder for any event, act or omission,
                  whether in contract, tort, equity, or otherwise, shall be
                  limited to the aggregate fees payable to Network during the
                  Term.

         d.       Other than for (i) Claims arising out of breaches of Section
                  7(b) and Section 9, (ii) Claims described in Section 7(f)(iv)
                  and (iii) Claims determined by a final adjudication to have
                  been caused or contributed by a party's gross negligence or
                  willful misconduct, in no event will the measure of damages
                  payable by either party include, nor will either party be
                  liable for, any amounts for loss of income, profit or savings
                  or indirect, incidental, consequential, exemplary, punitive or
                  special damages of any party, including third parties, even if
                  such party has been advised of the possibility of such damages
                  in advance, and all such damages are expressly disclaimed.

         e.       Any waiver by either party of any breach of any term or
                  condition of the Agreement shall not be deemed to be a waiver
                  of any rights or remedies resulting from that breach, nor
                  shall such waiver constitute a waiver of any other term or
                  condition of the Agreement.

         f.       The Agreement cannot be modified except by written instrument
                  signed by each of the parties and shall in all respects be
                  governed and constructed by the laws of the State of Nevada



                                       18

<PAGE>

                  applicable to contracts made and to be entirely performed in
                  Nevada.

         g.       Nothing contained herein shall be deemed to create a joint
                  venture or partnership between the parties.

         h.       The invalidity under applicable law of any provision of the
                  Agreement shall not affect the validity of any other provision
                  of the Agreement, and in the event that any provision is
                  deemed to be invalid or otherwise illegal or unenforceable,
                  the Agreement shall remain effective and shall be construed in
                  accordance with its terms as if the invalid, illegal or
                  unenforceable provision were not contained therein.

         i.       Each party agrees to execute such other documents and
                  instruments and to perform such other acts as may be
                  reasonably necessary to carry out the purposes and intent of
                  this Agreement (including, without limitation, executing
                  and/or causing the execution and delivery of, documents
                  terminating the Existing Agreements).

         j.       Any attempted assignment or delegation of this Agreement or
                  any interest hereunder by a party without the other party's
                  prior written consent shall be null and void; provided,
                  however, that Customer shall have the right, without the
                  consent of Network, to assign its rights and obligations
                  hereunder to any successor entity in connection with a merger,
                  reorganization or other corporate restructuring of Customer.

         k.       Both parties agree to issue a joint press release upon
                  execution of this Agreement. Except as otherwise required by
                  law or regulation, neither party shall issue any subsequent
                  press release or public announcement relating to this
                  Agreement or the transactions contemplated hereby without
                  receiving the prior written consent of the other party.

         l.       Unless the context of this Agreement otherwise requires, (i)
                  words using singular or plural number also include the plural
                  or singular number, respectively, (ii) the terms "hereof,"
                  herein," "hereby," and derivative or similar words refer to
                  the entire Agreement, including exhibits (which are
                  incorporated herein by reference), (iii) the masculine gender
                  shall include the feminine and neuter, (iv) references to
                  persons shall include natural persons, corporations,
                  partnerships, limited liability companies, unincorporated
                  associations and similar entities and bodies, (v) any
                  reference to a law, an agreement or a document shall refer to
                  any amendment, supplement or replacement of the same, and (vi)
                  whenever this Agreement refers to a number of days, such
                  number shall refer to calendar days unless business days are
                  specified.

         m.       Each party may engage in business activities or ventures
                  independently or with others irrespective of whether such
                  activities or ventures do or will compete with (or are with a



                                       19

<PAGE>

                  third party who does or competes with) the business of the
                  other party or its affiliates.

IN WITNESS WHEREOF, the parties have caused this Master Services Agreement to be
executed by their authorized representatives as of the date first written above.

PLAYERS NETWORK, INC.                      STATION CASINOS, INC.

By:  /s/ Mark Bradley                      By:  /s/ Glenn Christenson
     ----------------------------------         --------------------------------
Print Name:  Mark Bradley                  Print Name:  Glenn Christenson
             --------------------------                 ------------------------
Its:  President                            Its:  ENP / CFO / CSO
      ---------------------------------          -------------------------------


Exhibits
--------

A -      Description of Programming Package

B -      Description of Customized Video Production

C -      Fees Schedule

D -      Designated Locations and Roll-Out Schedule

E -      Internet and Broadband Distribution and Marketing Services



                                       20

<PAGE>

                                    EXHIBIT A

                       Description of Programming Package
                       ----------------------------------

The Programming Package shall be composed of a digital content management
system, customized programming, an in-house gaming channel program, scheduled
production updates, digital content management of streaming media remote field
productions and access to Network's programming library. The Package also
includes digital playback equipment, consisting of specialized hardware and
software. Customer shall be provided with Customer specific programming,
maintenance, marketing and promotional support.

Package includes:
|X|      Access to Network's complete line of gaming instructional videos and
         production library including, without limitation, all Network brands
         covering table games, slots, sports, race book, and tournaments.
|X|      Digital broadcast file server with the ability to broadcast over four
         Dedicated Channels
|X|      24/7 system monitoring
|X|      Maintenance and service of equipment installed by Network pursuant to
         this Agreement
|X|      System programming and installation
|X|      Ongoing scheduling and program rotation
|X|      Access to Network's viewership and market impact/studies.
|X|      Entertainment calendar of events that will be updated monthly to
         promote Customer's casinos. Event calendar will be approximately 90
         seconds, depending on total number of events each month, or roughly 18
         minutes annually. Calendar will be composed of background graphics,
         possibly moving or including animation, text information that will
         either scroll or fade in and out, writing copy, a voice over (if
         needed) and pictures or videos of the artist or event to be integrated.
         Pictures, video and show/event information be provided by Customer and
         will need additional lead time.

<PAGE>

                                    EXHIBIT B

                   Description of Customized Video Production
                   ------------------------------------------

1.       Customized Video Productions may be composed of updates with on-camera
         reporters and event listings regarding various categories of
         information about Customer's gaming business such as:

         o   PLAYERS WORLD/GAMING SPECIAL REPORTS
         o   TOURNAMENTS TODAY/REPORT & CALENDAR OF EVENTS
         o   NEON BUZZ/ENTERTAINMENT REPORT AND EVENT CALENDAR
         o   GAMEWATCH SLOT MACHINE INSTRUCTIONAL SEGMENTS
         o   SLOT AND CASINO CLUB INFORMATION
         o   SPECIAL CASINO PROMOTIONS

2.       Network shall prepare an updated video library consisting of B-rolling
         the Designated Locations. The video content will feed the visuals used
         in both the entertainment segments and for the re-purposing of all of
         Customer's video needs. Re-purposing may include both online and
         offline marketing solutions, including CD Rom, VHS video tapes,
         Internet, Kiosk and Plasma Displays.

3.       The Customized Video Segments shall be composed of a series of
         high-energy entertainment style talent-driven production segments that
         are customized from script to screen. These segments would be in
         "Entertainment Tonight" style, going behind the scenes of Customer
         attractions, into the kitchens finding out the secret recipes of the
         chefs, and throughout the casino discovering the advantages of the
         Boarding Pass membership, special casino offers, promotions, amenities
         and more.

         These segments should range between one and five minutes each and can
         feature interviews with the personalities that make up Customer's
         staff. Familiarizing guests with members of the staff will allow them
         to further connect with the property, while tempting them to experience
         the fun and excitement of the resort. Customer can apply the Customized
         Video Production towards any of the Designated Locations in any order
         or quantity it deserves.

<PAGE>


                      CUSTOMIZED CONTENT PRODUCTION DETAILS
                      -------------------------------------

         PRE-PRODUCTION
         --------------
                  Includes:
                    |X|    The assignment of a creative writer/producer team
                    |X|    Pre-production creative meetings with marketing staff
                    |X|    Writing scripts and story concepts
                    |X|    Complete production breakdown and scheduling
                    |X|    Casting talent

PRODUCTION THROUGH POST PRODUCTION
----------------------------------

                  Includes all Equipment:
                    |X|    One betacam camera
                    |X|    Audio, Grip, Lighting
                    |X|    Video tape and expendable supplies

                  Above the Line Crew:
                    |X|    Producer / Director
                    |X|    Director of Photography

                  Below the Line Crew:
                    |X|    Production Coordinator
                    |X|    Audio technicians
                    |X|    Gaffer / Grip
                    |X|    One Production Assistant

                  Post-production:
                    |X|    Off line editing with editor
                    |X|    On line editing with editor
                    |X|    Music, effects and graphics

<PAGE>

                                    EXHIBIT C

                                  Fee Schedule
                                  ------------

A.       MONTHLY PROGRAMMING PACKAGE FEES (BY DESIGNATED LOCATION)

----------------------------------------- --------------------------------------
Palace Station                                            *****
----------------------------------------- --------------------------------------
Sunset Station                                            *****
----------------------------------------- --------------------------------------
Boulder Station                                           *****
----------------------------------------- --------------------------------------
Texas Station                                             *****
----------------------------------------- --------------------------------------
Fiesta                                                    *****
----------------------------------------- --------------------------------------
Santa Fe                                                  *****
----------------------------------------- --------------------------------------
The Reserve                                               *****
----------------------------------------- --------------------------------------
Green Valley Ranch                                        *****
----------------------------------------- --------------------------------------
Wild, Wild West                                           *****
----------------------------------------- --------------------------------------
TOTAL MONTHLY PROGRAMMING PACKAGE FEES
(WHEN ALL HOTELS INSTALLED)                               *****
----------------------------------------- --------------------------------------


B.       ADDITIONAL PRODUCTION FEES

PRODUCTION
----------

TALENT
------

Named Talent                                  Quoted per job

Extras                                        ***** per day

Voiceover                                     ***** per VO script

CREATIVE SERVICES
-----------------

Producing Fees                                *****  of total budget for the job

Writing                                       ***** per hour


PRODUCTION
----------

2-Man Crew                                    ***** per hour / 4-hour minimum
w/ camera & equipment, lights, audio


<PAGE>

Additional Crew                               ***** per hour or ***** per
                                              10-hour day (whichever is less)

CAMERA SUPPORT EQUIPMENT
------------------------

Steadicam w/ operator                         ***** per day

Boom w/operator & assistant                   ***** per day


POST-PRODUCTION
---------------

Online editing w/ editor                      ***** per hour

Offline editing w/ editor                     ***** per hour

Computer animated logos,                      Quoted per job
special effects & graphic


MUSIC
-----

Needle-drop music                             ***** per segment

Original music score                          Quoted per job


MARKETING MATERIALS
-------------------

Restocking of our customized promotional      *****
Materials

ADDITIONAL LEASED CHANNELS
--------------------------

Set Up/ Programming/Equipment Upgrades        *****

DUPLICATION
-----------

Beta to Digital or other mastering formats    ***** per hour, plus tape stock

Beta to VHS viewing copies                    ***** per hour, plus tape stock

NOTE:  IN THIS EXHIBIT C, A "DAY" SHALL MEAN 10 HOURS.

<PAGE>

                                    EXHIBIT D

                   Designated Locations And Roll-Out Schedule
                   ------------------------------------------


------------------------- ------------------------ -----------------------------
DESIGNATED LOCATION       ADDRESS                  ROLL-OUT DATE*
------------------------- ------------------------ -----------------------------
Sunset Station                                     Already rolled-out
------------------------- ------------------------ -----------------------------
Palace Station                                     5/1/2001
------------------------- ------------------------ -----------------------------
Boulder Station                                    Already rolled-out
------------------------- ------------------------ -----------------------------
The Reserve                                        5/1/2001
------------------------- ------------------------ -----------------------------
Texas Station                                      5/7/2001
------------------------- ------------------------ -----------------------------
Fiesta                                             5/7/2001
------------------------- ------------------------ -----------------------------
Santa Fe                                           6/15/2001
------------------------- ------------------------ -----------------------------
Wild, Wild West                                    6/15/2001
------------------------- ------------------------ -----------------------------
Green Valley Ranch                                 When opens (approx. 12/2001)
------------------------- ------------------------ -----------------------------

*Network needs continuous access to Customer's premises for purposes of
installing and testing necessary equipment and infrastructure for at least 2
days prior to the scheduled Roll-out Date.

<PAGE>

                                    EXHIBIT E

           Internet and Broadband Distribution and Marketing Services
           ----------------------------------------------------------


VALUE ADDED MARKETING
---------------------

Network will provide exposure for Customer on PlayersNetwork.com for *****. This
will include streaming Customized Video Segments on Network's existing domestic
international co-branded cable, DSL and wireless networks in up to 10,000,000
subscriber homes in accordance with the terms and conditions of its broadband
agreements. Over 10,000,000 homes will be subject to payment of fees mutually
agreed by the parties. The cross-promotion services will be streaming videos,
advertising and gaming events integrated into the look and feel of Network's
Website. Network-Customer Links provided will be text links (and not banner
links).

Network will provide links on its website to advertise Customer's land-based
casinos, but not to Internet sites which offer online gambling. Network will
make special advertising rates available if Customer wishes to place ads on any
of its co-branded sites.

VIDEO STREAMING, HOSTING AND INTERNET CONTENT LICENSE
-----------------------------------------------------

These services include the online licensing of Network's video library (except
for videos or other programming developed by Network for its other customers),
hosting streaming media, storage, transmission of content and monthly viewership
reports.

Full motion video and resort information on Network's WEB page
--www.PlayersNetwork.com.

Customer shall pay Network ***** per megabyte of streaming media hosted and
transferred to Customer's Websites, which shall be paid monthly. Customer's
bandwidth will vary depending on each individual user's modem speed.

Customer agrees to pay Network for storage of content above 1GB in the amount of
***** per GB per month (or fraction thereof).