EXHIBIT 4.1

Number                                                                    Shares





               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
                       CASINO MANAGEMENT OF AMERICA, INC.
                      AUTHORIZED TO ISSUE 75,000,000 SHARES
70,000,000 COMMON SHARES                              5,000,000 PREFERRED SHARES
PAR VALUE $0.01 EACH                                        PAR VALUE $0.01 EACH


This Certifies that                                              is the owner of

                                            fully paid and non-assessable Shares

           of the Common Shares of CASINO MANAGEMENT OF AMERICA, INC.
 transferable only on the books of the Corporation by the holder hereof in
 person or by duly authorized Attorney upon surrender of this Certificate
 properly endorsed.

     In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation
            this                      day of                   A.D.





SECRETARY                                                              PRESIDENT








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                                  EXHIBIT 10.1
                               ADVISORY AGREEMENT



     THIS ADVISORY AGREEMENT ("Agreement") is made effective the 1st day of July
1999, by and between NuVen Advisors, Limited Partnership, a Nevada Limited
Partnership ("Advisor") and Casino Management of America, Inc., a Utah
corporation (the "Company").

     WHEREAS, Advisor and Advisor's Personnel (as defined below) have experience
in evaluating and effecting mergers and acquisitions, supervising corporate
management, and in performing general administrative duties for publicly-held
companies and development stage investment ventures; and

     WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development on the terms and conditions set forth below.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1.   Engagement

     The Company hereby retains Advisor, effective the date hereof and
     continuing until termination, as provided herein, to assist the Company in
     its effecting the purchase of businesses and assets relative to its
     business and growth strategy (the "Services"). The Services are to be
     provided on a "best efforts" basis directly and through Advisor's officers
     or others employed or retained and under the direction of Advisor
     ("Advisor's Personnel"); provided, however, that the Services shall
     expressly exclude capital raising activities of any nature and all legal
     advice, accounting services or other services which require licenses or
     certification which Advisor may not have.

2.   Term

     This  Agreement  shall have an initial  term of five (5) years (the
     "Primary  Term") from the effective  date of July 1, 1999. At the
     conclusion of the Primary  Term this  Agreement  will  automatically  be
     extended on an annual basis (the "Extension Period") unless Advisor or the
     Company shall serve written notice on the other party  terminating  the
     Agreement.  Any notice to terminate given  hereunder shall be in writing
     and shall be delivered at least thirty (30) days prior to the end of the
     Primary Term or any subsequent Extension Period.






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3.   Time and Effort of Advisor

     Advisor  shall  allocate  time and  Advisors Personnel as it deems
     necessary to provide the Services.  The particular  amount of time may vary
     from day to day or week to week.  Except as  otherwise  agreed, Advisor's
     monthly  statement identifying,  in general,  tasks performed for the
     Company  shall be conclusive evidence  that the Services  have been  ]
     performed. Additionally,  in the absence of willful misfeasance,  bad
     faith,  negligence or reckless  disregard for the obligations or duties
     hereunder by Advisor,  neither Advisor  nor  Advisor's Personnel  shall be
     liable to the Company or any of its shareholders  for  any act or  omission
     in the  course  of or  connected  with rendering  the Services,  including
     but not  limited  to  losses  that  may be sustained  in any  corporate
     act in any  subsequent  Business  Opportunity  (as defined herein)
     undertaken  by the  Company as a result of advice  provided by Advisor
     or Advisor's Personnel.

4.   Compensation

     The Company  agrees to pay Advisor a fee for the service provided by
     Advisor pursuant to this Agreement, as follows:

     A.   Advisory Fee: The Company shall pay Advisor a monthly fee ("Advisory
          Fee") equal to Three Thousand Five Hundred Dollars ($3,500), payable
          monthly in advance, in cash or shares of the Company's common stock,
          at the Company's election, with such shares to be registered as set
          forth herein;

     B.   Merger Fee: As to Services  provided by Advisor related to the
          introduction of Business  Opportunities  which results in a Merger
          Transaction or which the Company  acquires or otherwise obtain an
          equity interest or interest as a  creditor,  the  Company  agrees to
          pay  Advisor a  transaction  fee (the "Merger  Fee").  The Merger Fee
          shall be equal to ten percent  (10%) of the asset value or investment
          made in the Company  (including  assumed debt) in such Business
          Opportunity as a result of Advisor's introduction or efforts. One
          third (1/3) of the Merger Fee shall be due and payable upon
          completion of the definitive  agreements related to each transaction,
          and the balance shall be issued upon closing;

     C.   Transaction Fee: As to Services provided by Advisor related to the
          sale of the Company's assets, the Company agrees to pay Advisor a fee
          ("Transaction Fee") equal to five percent (5%) of the net proceeds
          received by the Company.

     As additional  incentive to execute this Agreement,  the Company hereby
     grants to Advisor an option to purchase Five Hundred Thousand  (500,000)
     shares of its common stock (the "Option"),  exercisable at a price per
     share of fifty cents ($.50) per share,  which represents more than one
     hundred ten percent (110%) of the fully diluted net book value of such
     shares as of the date of the  Company's  last  quarterly  financial
     statement.  The Option shall be evidenced  by an  Option  Agreement  in
     form and  substance,  with a stated exercise  price,  as that attached
     hereto as Exhibit "B" and  incorporated herein by reference.  The right of
     Advisor to exercise the Option will vest to Advisor upon execution hereof.






<PAGE>

5.   Other Services

     If the  Company  subsequent  to the date  hereof  enters into a merger or
     purchases the assets or enters into a joint venture with, or makes an
     investment in a company (a  "Business  Opportunity")  introduced  by
     Advisor,  the Company agrees  to pay  Advisor a fee  equal to five  percent
     (5%) of the value of each Business Opportunity  introduced by Advisor
     (collectively referred to herein, in each  instance,  as the  "Transaction
     Fee"),  which  shall be payable  upon the closing date each such
     transaction in cash or in shares of the Company's common stock on the same
     basis as the Fee Shares.

     The  Company and Advisor  acknowledge that in the event Advisor,  as a
     result of this  Agreement,  receives  shares of the Company's  common stock
     it may be considered an affiliate subject to Section 16(b) of the
     Securities Exchange Act of 1934 (the "'34 Act").  In this regard the
     Company and Advisor agree, that for purposes of any "profit"  computation
     under  Section 16(b) of the '34 Act, the price paid for such shares is
     equal to the Advisory Fee or the Transaction Fee, as the case may be.

6.   Registration of Shares

     No later than ten (10) days following the date hereof as to the Fee Shares,
     the Advisory Fee (if paid in shares), the Option Shares and, as to an event
     giving use to the obligation by the Company to pay a Transaction Fee, the
     shares comprising the Transaction Fee shall be registered by the Company
     with the Securities and Exchange Commission under a Form S-8 or other
     applicable registration statement, and the Company shall cause such
     registration statement to remain effective at all times while Advisor holds
     such shares. At Advisor's election, such shares may be issued prior to
     registration in reliance on exemptions from registration provided by
     Section 4(2) of the Securities Act of 1933 (the "'33 Act"), Regulation D of
     the '33 Act, and applicable state securities laws. Such issuance or
     reservation of shares shall be in reliance on representations and
     warranties of Advisor set forth herein. Failing to register such shares, or
     maintain the effectiveness of the applicable registration statement, the
     Company shall satisfy any Advisory Fee, Transaction Fee or Advisory Fee in
     cash within ten (10) days of receipt of Advisor's statement setting out the
     amount and type of fee then due and payable.

7.   Costs and Expenses

     All third party and out-of-pocket expenses incurred by Advisor in the
     performance of the Services shall be paid by the Company, or Advisor shall
     be reimbursed if paid by Advisor on behalf of the Company, within ten (10)
     days of receipt of written notice by Advisor, provided that the Company
     must approve in advance all such expenses in excess of $500 per month.

8.   Place of Services

     The Services provided by Advisor or Advisor's Personnel hereunder will be
     performed at Advisor's offices except as otherwise mutually agreed by
     Advisor and the Company.


<PAGE>

9.   Independent Contractor

     Advisor and Advisor's Personnel will act as an independent contractor in
     the performance of its duties under this Agreement. Accordingly, Advisor
     will be responsible for payment of all federal, state, and local taxes on
     compensation paid under this Agreement, including income and social
     security taxes, unemployment insurance, and any other taxes due relative to
     Advisor's Personnel, and any and all business license fees as may be
     required. This Agreement neither expressly nor impliedly creates a
     relationship of principal and agent, or employee and employer, between
     Advisor's Personnel and the Company. Neither Advisor nor Advisor's
     Personnel are authorized to enter into any agreements on behalf of the
     Company. The Company expressly retains the right to approve, in its sole
     discretion, each Business Opportunity introduced by Advisor, and to make
     all final decisions with respect to effecting a transaction on any Business
     Opportunity.

10.  Rejected Business Opportunity

     If, during the Primary Term of this Agreement or any Extension Period, the
     Company elects not to proceed to acquire, participate or invest in any
     Business Opportunity identified and/or selected by Advisor, notwithstanding
     the time and expense the Company may have incurred reviewing such
     transaction, such Business Opportunity shall re-vest back to and become
     proprietary to Advisor, and Advisor shall be entitled to acquire or broker
     the sale or investment in such rejected Business Opportunity for its own
     account, or submit such assets or Business Opportunity elsewhere.  In such
     event, Advisor shall be entitled to any and all profits or fees resulting
     from Advisor's purchase, referral or placement of any such rejected
     Business Opportunity, or the Company's subsequent purchase or financing
     with such Business Opportunity in circumvention of Advisor.

11.  No Agency Express or Implied

     This Agreement neither expressly nor impliedly creates a relationship of
     principal and agent between the Company and Advisor, or employee and
     employer as between Advisor's Personnel and the Company.

12.  Termination

     The Company and Advisor may terminate this Agreement prior to the
     expiration of the Primary Term upon thirty (30) days written notice with
     mutual written consent.  Failing to have mutual consent, without prejudice
     to any other remedy to which the terminating party may be entitled, if any,
     either party may terminate this Agreement with thirty (30) days written
     notice under the following conditions:

     (A)   By the Company.

           (i)   If during the Primary Term of this Agreement or any Extension
                 Period, Advisor is unable to provide the Services as set forth
                 herein for thirty (30) consecutive business days because of
                 illness, accident, or other incapacity of Advisor's Personnel;
                 or,

           (ii)  If Advisor willfully breaches or neglects the duties required
                 to be performed hereunder;  or,





<PAGE>

     (B)  By Advisor.

           (i)   If the Company breaches this Agreement or fails to make any
                 payments or provide information required hereunder;  or,

           (ii)  If the Company ceases business or, other than in the Initial
                 Merger, sells a controlling interest to a third party, or
                 agrees to a consolidation or merger of itself with or into
                 another corporation, or enters into such a transaction outside
                 of the scope of this Agreement, or sells substantially all of
                 its assets to another corporation, entity or individual outside
                 of the scope of this Agreement;  or,

           (iii) If the Company has a receiver appointed for its business or
                 assets, or otherwise becomes insolvent or unable to timely
                 satisfy its obligations in the ordinary course of business,
                 including but not limited to the obligation to pay the Advisory
                 Fee, the Transaction Fee, or the Advisory Fee;  or,

           (iv)  If the Company institutes, makes a general assignment for the
                 benefit of creditors, has instituted against it any bankruptcy
                 proceeding for reorganization for rearrangement of its
                 financial affairs, files a petition in a court of bankruptcy,
                 or is adjudicated a bankrupt;  or,

           (v)   If any of the disclosures made herein or subsequent hereto by
                 the Company to Advisor are determined to be materially false or
                 misleading.

       In the event Advisor elects to terminate without cause or this Agreement
       is terminated prior to the expiration of the Primary Term or any
       Extension Period by mutual written agreement, or by the Company for the
       reasons set forth in A(i) and (ii) above, the Company shall only be
       responsible to pay Advisor for unreimbursed expenses, Advisory Fee and
       Transaction Fee accrued up to and including the effective date of
       termination.  If this Agreement is terminated by the Company for any
       other reason, or by Advisor for reasons set forth in B(i) through (v)
       above, Advisor shall be entitled to any outstanding unpaid portion of
       reimbursable expenses, Transaction Fee, if any, and the balance
       of the Advisory Fee for the remainder of the unexpired portion of the
       applicable term (Primary Term or Extension Period) of the Agreement.

13.    Indemnification

       Subject to the provisions herein, the Company and Advisor agree to
       indemnify, defend and hold each other harmless from and against all
       demands, claims, actions, losses, damages, liabilities, costs and
       expenses, including without limitation, interest, penalties and
       attorneys' fees and expenses asserted against or imposed or incurred by
       either party by reason of or resulting from any action or a breach of any
       representation, warranty, covenant, condition, or agreement of the other
       party to this Agreement.  In addition, the Company agrees to indemnify
       Advisor, its officers, directors and general partner for expenses and the
       payment of profits arising from the purchase and sale by Advisor of
       securities in violation of Section 16(b) of the Securities Exchange Act
       of 1934, as amended, or any similar successor statute.

14.    Remedies

       Advisor and the Company acknowledge that in the event of a breach of this
       Agreement by either party, money damages would be inadequate and the
       non-breaching party would have no adequate remedy at law.  Accordingly,
       in the event of any controversy concerning the rights or obligations
       under this Agreement, such rights or obligations shall be enforceable in
       a court of equity by a decree of specific performance.  Such remedy,
       however, shall be cumulative and non-exclusive and shall be in addition
       to any other remedy to which the parties may be entitled.





<PAGE>

15.   Miscellaneous

      (A)   Subsequent Events.  Advisor and the Company each agree to notify
            the other party if, subsequent to the date of this Agreement, either
            party incurs obligations which could compromise its efforts and
            obligations under this Agreement.

      (B)   Amendment.  This Agreement may be amended or modified at any time
            and in any manner only by an instrument in writing executed by the
            parties hereto.

      (C)   Further Actions and Assurances.  At any time and from time to time,
            each party agrees, at its or their expense, to take actions and to
            execute and deliver documents as may be reasonably necessary to
            effectuate the purposes of this Agreement.

      (D)   Waiver.  Any failure of any party to this Agreement to comply with
            any of its obligations, agreements, or conditions hereunder may be
            waived in writing by the party to whom such compliance is owed.
            The failure of any party to this Agreement to enforce at any time
            any of the provisions of this Agreement shall in no way be construed
            to be a waiver of any such provision or a waiver of the right of
            such party thereafter to enforce each and every such provision.  No
            waiver of any breach of or non-compliance with this Agreement shall
            be held to be a waiver of any other or subsequent breach or
            non-compliance.

      (E)   Assignment.  Neither this Agreement nor any right created by it
            shall be assignable by either party without the prior written
            consent of the other.

      (F)   Notices.  Any notice or other communication required or permitted by
            this Agreement must be in writing and shall be deemed to be properly
            given when delivered in person to an officer of the other party,
            when deposited in the United States mails for transmittal by
            certified or registered mail, postage prepaid, or when deposited
            with a public telegraph company for transmittal, or when sent by ]
            facsimile transmission charges prepared, provided that the
            communication is addressed:







<PAGE>

            (i)    In the case of the Company:

                   Casino Management of America, Inc.
                   4695 MacArthur Court, Suite 530
                   Newport Beach, California  92660
                   Telephone:       (949) 833-5381
                   Facsimile:       (949) 833-7854

            (ii)   In the case of Advisor:

                   NuVen Advisors, Limited Partnership
                   4001 So. Decatur, Suite 37-130
                   Las Vegas, Nevada  89103
                   Telephone:       (702) 871-9080
                   Telefax:         (702) 871-5945

                   With copy to:

                   Richard O. Weed
                   Weed & Co. L.P.
                   4695 MacArthur Court, Suite #530
                   Newport Beach, CA 92660
                   Telephone:       (949) 833-5363
                   Telefax:         (949) 833-5384

      or to such other person or address designated in writing by the Company or
Advisor to receive notice.

         (G)   Headings.  The section and subsection headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

         (H)   Governing Law.  This Agreement was negotiated and is being
               contracted for in the state of Nevada and shall be governed by
               the laws of the state of Nevada,   notwithstanding any
               conflict-of-law provision to the contrary.

         (I)   Binding Effect.  This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties, their respective
               heirs, administrators, executors, successors, and assigns.

         (J)   Entire Agreement.  This Agreement contains the entire agreement
               between the parties hereto and supersedes and renders null and
               void any and all prior agreements, arrangements, or
               understandings between the parties relating to the subject matter
               of this Agreement including but not limited to the Advisory and
               Management Agreement dated October 1, 1997 and January 1, 1998.
               No oral understandings, statements, promises, or inducements
               contrary to the terms of this Agreement exist.  No
               representations, warranties, covenants, or conditions, express or
               implied, other than as set forth herein, have been made by any
               party.

         (K)   Severability.  If any part of this Agreement is deemed to be
               unenforceable the balance of the Agreement shall remain in full
               force and effect.






<PAGE>

         (L)   Counterparts.  A facsimile, telecopy, or other reproduction of
               this Agreement may be executed simultaneously in two or more
               counterparts, each of which shall be deemed an original, but all
               of which together shall constitute one and the same instrument,
               by one or more parties hereto and such executed copy may be
               delivered by facsimile of similar instantaneous electronic
               transmission device pursuant to which the signature of or on
               behalf of such party can be seen.  In this event, such execution
               and delivery shall be considered valid, binding and effective for
               all purposes.  At the request of any party hereto, all parties
               agree to execute an original of this Agreement as well as any
               facsimile, telecopy or other reproduction hereof.

         (M)   Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

       IN WITNESS WHEREOF, the parties have executed this Agreement on the date
 above written.

                                       "Advisor"
                                       NuVen Advisors, Limited Partnership
                                       a Nevada Limited Partnership



                                       By:     /s/ Fred G. Luke
                                       Name:   Fred G. Luke
                                       Title:  General Partner


                                       The "Company"
                                       Casino Management of America, Inc.
                                       a Nevada corporation



                                       By:     /s/ Jon L. Lawver
                                       Name:   Jon L. Lawver
                                       Title:  Director





<PAGE>

                                   EXHIBIT "A"

                                     to the
                               Advisory Agreement
                               dated July 1, 1999


                                   THE OPTION

                                OPTION AGREEMENT



     THIS OPTION AGREEMENT ("Agreement") is entered into effective the 1st day
of July 1999, by and between Fred G. Luke, individually and on behalf of NuVen
Advisor Limited Partnership, a Nevada Limited Partnership (collectively
"NuVen"), and Casino Management of America, Inc., a Nevada corporation (the
"Company").

     WHEREAS, the Company has agreed to issue to NuVen the option to purchase
shares of the Company's common stock (the "Common Stock") to induce NuVen to
execute the Advisory Agreement of even date between the Company and NuVen, such
agreement incorporated herein by reference (the "Advisory Agreement").

     NOW, THEREFORE, for and in consideration of the mutual promises herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and subject to the terms and conditions set forth
below, NuVen and the Company agree as follows:

1.  The Option

    The Company hereby grants to NuVen the option to acquire Five Hundred
    Thousand (500,000) shares of the Company's Common Stock (the "Option"),
    subject to adjustment as set forth herein (such shares, as adjusted, are
    hereinafter referred to as the "Option Shares"), at a purchase price of
    Fifty Cents ($.50) per share ("Option Price").

2.  Term and Exercise of Option

    A.   Term of Option.  Subject to the terms of this Agreement, Holder shall
         have the right to exercise the Option in whole or in part, commencing
         the date hereof through the close of business on July 1, 2004.

    B.   Exercise of the Option.  The Option may be exercised upon written
         notice to the Company at its principal office setting out the number of
         Option Shares to be purchased, together with payment of the Option
         Price.

    C.   Issuance of Option Shares.  Upon such notice of exercise and payment of
         the Option Price, the Company shall issue and cause to be delivered
         within five (5) business days following  the written order of Holder,
         or its successor as provided for herein, and in such name or names as
         the Holder may designate, a certificate or certificates for the number
         of Option Shares so purchased.  The rights of purchase represented by
         the Option shall be exercisable, at the election of the Holder thereof,
         either in full or from time to time in part, and in the event the
         Option is exercised in respect of less than all of the Option Shares
         purchasable on such exercise at any time prior to the date of
         expiration hereof, the remaining Option Shares shall continue to be
         subject to adjustment as set forth in paragraph 4 hereof.  The Company
         irrevocably agrees to reconstitute the Option Shares as provided
         herein.







<PAGE>

3.  Reservation of Option Shares

    The Company shall at all times keep reserved and available, out of its
    authorized Common Stock, such number of shares of Common Stock sufficient to
    provide for the exercise of the Option represented by this Agreement.  The
    transfer agent for the Company's Common Stock and any successor transfer
    agent for any shares of the Company's capital stock issuable upon the
    exercise of any of such Option rights, will be irrevocably authorized and
    directed at all times by the Company in writing to reserve such number of
    shares.  The Company will cause a copy of this Agreement to be kept on file
    with the Company's current transfer agent or its successors.

4.  Adjustment of Option Shares

    The number of Option Shares purchasable pursuant to this Agreement shall be
    subject to adjustment from time to time upon the occurrence of certain
    events, as follows:

    A.   Adjustment for Recapitalization.  In the event the Company shall
         (a)  subdivide its outstanding shares of Common Stock, or  (b)  issue
         or convert by a reclassification or recapitalization of its shares of
         Common Stock into, for, or with other securities (a
         "Recapitalization"), the number of Option Shares purchasable hereunder
         immediately following such Recapitalization shall be adjusted so that
         the Holder shall be entitled to receive the kind and number of Option
         Shares or other securities of the Company measured as a percentage of
         the total issued and outstanding shares of the Company's Common Stock
         as of the date hereof, which it would have been entitled to receive
         immediately preceding such Recapitalization, had such Option been
         exercised immediately prior to the happening of such event or any
         record date with respect thereto; provided however that, in the event
         of any change in the Company's Common Stock by reason of a reverse
         stock split, neither the number nor the Option Price of the shares
         subject to this Option shall be changed or be adjusted.

    B.   Preservation of Purchase Rights Under Consolidation.  Subject to
         paragraph 4 above, in case of any Recapitalization or any other
         consolidation of the Company with or merger of the Company into another
         corporation, or in case of any sale or conveyance to another
         corporation of the property of the Company as an entirety or
         substantially as an entirety, the Company shall prior to the closing of
         such transaction, cause such successor or purchasing corporation, as
         the case may be, to acknowledge and accept responsibility for the
         Company's obligations hereunder and to grant the Holder the right
         thereafter upon payment of the Option Price to purchase the kind and
         amount of shares and other securities and property which he would have
         owned or have been entitled to receive after the happening of such
         consolidation, merger, sale or conveyance. The provisions of this
         paragraph shall similarly apply to successive consolidations, mergers,
         sales or conveyances.

    C.   Notice of Adjustment.  Whenever the number of Option Shares purchasable
         hereunder is adjusted, as herein provided, the Company shall mail by
         first class mail, postage prepaid, to the Holder notice of such
         adjustment or adjustments, and shall deliver to Holder setting forth
         the adjusted number of Option Shares purchasable and a brief statement
         of the facts requiring such adjustment, including the computation by
         which such adjustment was made.

5.  Failure to Deliver Option Shares Constitutes Breach Under Advisory Agreement

    Failure by the Company, for any reason, to deliver the certificates
    representing any shares purchased pursuant to this Option within the five
    (5) business day period set forth in paragraph 2 above, or the placement of
    a Stop Transfer order by the Company on any Option Shares once issued, shall



<PAGE>

    constitute a "Breach" under the Advisory Agreement and, for the purpose of
    determining the terms of this Agreement, shall automatically toll the
    expiration of this Agreement for a period of time equal to the delay in
    delivering the subject shares or term of the Stop Transfer order.

6.  Indemnification for Section 16 (b) Violation

    The Company agrees to indemnify NuVen for expenses and the payment of
    profits arising from the exercise of the Option and sale by NuVen of Option
    Shares in violation of Section 16(b) of the Securities Exchange Act of 1934,
    as amended, or any similar successor statute.

7.  Assignment

    The Option represented by this Agreement may only be assigned or transferred
    by NuVen to an Affiliate or subsidiary, or as the result of a corporate
    reorganization or recapitalization.  For the purpose of this Option the term
    "Affiliate" shall be defined as a person or enterprise that directly, or
    indirectly through one or more intermediaries, controls, or is controlled
    by, or is under common control with the Company otherwise, this Agreement
    and the rights hereunder shall not be assigned by either party hereto.

8.  Counterparts

    A facsimile, telecopy or other reproduction of this instrument may be
    executed by one or more parties hereto and such executed copy may be
    delivered by facsimile or similar instantaneous electronic transmission
    device pursuant to which the signature of or on behalf of such party can be
    seen, and such execution and delivery shall be considered valid, binding and
    effective for all purposes.  At the request of any party hereto, all parties
    agree to execute an original of this instrument as well as any facsimile,
    telecopy or other reproduction hereof.

9.  Further Documentation

    Each party hereto agrees to execute such additional instruments and take
    such action as may be reasonably requested by the other party to affect the
    transaction, or otherwise to carry out the intent and purposes of this
    Agreement.

10. Notices

    All notices and other communications hereunder shall be in writing and shall
    be sent by prepaid first class mail to the parties at the following
    addresses, as amended by the parties with written notice to the other:

    To NuVen:          Fred G. Luke
                       NuVen Advisor Limited Partnership
                       4695 MacArthur Court, Suite #530
                       Newport Beach, CA 92660
                       Telephone:        (949) 833-2094
                       Telefax:          (949) 833-7854

    With copy to:      Weed & Co. L.P.
                       4695 MacArthur Court, Suite 530
                       Newport Beach, California  92660
                       Telephone:        (949) 833-5363
                       Facsimile:        (949) 833-5384





<PAGE>

    To the Company:    Casino Management of America, Inc.
                       4695 MacArthur Court, Suite 530
                       Newport Beach, California 92660
                       Telephone:        (949) 833-5358
                       Facsimile:        (949) 833-7854

11.  Counterparts

     This Agreement may be executed simultaneously in two or more counterparts,
     each of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

12.  Governing Law

     This Agreement was negotiated, and shall be governed by the laws of Nevada
     notwithstanding any conflict-of-law provision to the contrary.

13.  Entire Agreement

     This Agreement sets forth the entire understanding between the parties
     hereto and no other prior written or oral statement or agreement shall be
     recognized or enforced.

14.  Severability

     If a court of competent jurisdiction determines that any clause or
     provision of this Agreement is invalid, illegal or unenforceable, the other
     clauses and provisions of the Agreement shall remain in full force and
     effect and the clauses and provision which are determined to be void,
     illegal or unenforceable shall be limited so that they shall remain in
     effect to the extent permissible by law.

15.  Amendment or Waiver

     Every right and remedy provided herein shall be cumulative with every other
     right and remedy, whether conferred herein, at law, or in equity, and may
     be enforced concurrently herewith, and no waiver by any party of the
     performance of any obligation by the other shall be construed as a waiver
     of the    same or any other default then, theretofore, or thereafter
     occurring or existing.  At any time prior to Closing, this Agreement may be
     amended by a writing signed by all parties hereto.

16.  Headings

     The section and subsection headings in this Agreement are inserted for
     convenience only and shall not affect in any way the meaning or
     interpretation of this Agreement.







<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first written above.


                                      "NuVen"
                                      Fred G. Luke, dba
                                      NuVen Advisor Limited Partnership




                                      By:     /s/ Fred G. Luke
                                      Name:   Fred G. Luke
                                      Title:  General Partner



                                      The "Company"
                                      Casino Management of America, Inc.
                                      a Nevada corporation




                                       By:    /s/ Jon L. Lawver
                                       Name:  Jon L. Lawver
                                       Title: Director