UNITED CASINO CORPORATION

                             2000 STOCK OPTION PLAN


                                    ARTICLE I

                               Purpose of the Plan

The  purpose  of  this  Plan  is  to  encourage and enable directors, employees,
consultants  and  others who are in a position to make significant contributions
to  the  success  of  United  Casino  Corporation  and  any  of  its  affiliated
corporations upon whose judgment, initiative and efforts the Corporation depends
for  the  successful conduct of its business, to acquire a closer identification
of  their  interests  with  those  of  the  Corporation  by  providing them with
opportunities  to  purchase stock in the Corporation pursuant to options granted
hereunder,  thereby  stimulating  their efforts on behalf of the Corporation and
strengthening  their  desire  to  remain  involved  with  the  Corporation.

                                   ARTICLE II

                                   Definitions

2.1  "Affiliated Corporation" means any stock corporation of which a majority of
the  voting  common  or  capital  stock  is  owned directly or indirectly by the
Corporation.

2.2  "Award"  means  an  Option  granted  under  Article  V.

2.3  "Board"  means  the  Board  of  Directors of the Corporation and "Director"
means  a  member  of  the  Board  of  Directors.

2.4  "Code"  means  the  Internal  Revenue Code of 1986, as amended from time to
time.

2.5  "Corporation"  means  United  Casino  Corporation, a Nevada corporation, or
its  successor.

2.6  "Employee"  means  any  person  who  is  a  regular  full-time or part-time
employee of the Corporation or an  Affiliated Corporation on or after January 1,
2000.

2.7  "Option" means an Incentive Stock Option or Non-Qualified Option granted by
the  Board under Article V of this Plan in the form of a right to purchase Stock
evidenced  by  an  instrument  containing  such  provisions  as  the  Board  may
establish.

2.8  "Plan"  means  this  2000  Stock  Option  Plan.

2.9  "Participant"  means  a  person  who is to receive an award under the plan.

2.10  "Reporting  Person" means a person subject to Section 16 of the Securities
Exchange  Act  of  1934,  as  amended,  or  any  successor  provision.

2.11  "Incentive  Stock  Option"  ("ISO")  means an option which qualifies as an
incentive  stock  option  as  defined  in  Section 422A of the Code, as amended.

2.12  Non-Qualified  Option"  means  any  option  not  intended to qualify as an
Incentive  Stock  Option.

2.13 "Stock" means the Common Stock, par value $0.001, of the Corporation or any
successor,  including  any  adjustments  in  the  event  of  changes  in capital
structure  of  the  type  described  in  Article  IX.

                                   ARTICLE III

                           Administration of the Plan

3.1  Administration  by  Board.  This plan shall be administered by the Board of
Directors of the Corporation.  The Board may, from time to time, delegate any of
its  functions under this plan to one or more Committees. All references in this
Plan to the Board shall also include the Committee or Committees, if one or more
have  been appointed by the Board.  From time to time the Board may increase the
size  of  the  Committee  or  committees and appoint additional members thereto,
remove  members  (with or without cause) and appoint new members in substitution
therefore,  fill  vacancies  however,  caused,  or  remove  all  members  of the
committee  or  committees and thereafter directly administer the Plan. No member
of the Board or a committee shall be liable for any action or determination made
in  good  faith  with  respect  to  the  Plan  or any options granted hereunder.


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If  a  Committee  is  appointed  by  the Board, a majority of the members of the
Committee  shall  constitute  a  quorum, and all determinations of the Committee
under  the  Plan  may  be  made without notice or  meeting of the Committee by a
writing signed by a majority of Committee members.  Upon the registration of the
Stock  under  the  Securities Exchange Act of 1934, the Board shall delegate the
power  to  select  officers  to  receive  Awards under the Plan, and the timing,
pricing  and amount of such Awards to a Committee, all members of which shall be
"disinterested  persons"  within  the  meaning  of  Rule  16b-3  under  the Act.

3.2  Powers.  The Board of Directors and/or any committee appointed by the Board
shall  have  full and final authority to operate, manage and administer the Plan
on  behalf  of the Corporation.  This authority includes, but is not limited to:

(a)  The  power  to  grant  Awards  conditionally  or  unconditionally,

(b)  The  power  to  prescribe  the  form or forms of the instruments evidencing
Awards  granted  under  this  Plan,

(c)  The  power  to  interpret  the  Plan,

(d)  The  power  to  provide  regulations  for  the  operation  of the incentive
features  of  the  Plan,  and otherwise to prescribe and rescind regulations for
interpretation,  management  and  administration  of  the  Plan,

(e)  The  power  to  delegate  responsibility for Plan operation, management and
administration  on  such  terms,  consistent  with  the  Plan,  as the Board may
establish,

(f)  The  power  to  delegate  to other persons the responsibility of performing
ministerial  acts  in  furtherance  of  the  Plan's  purpose,  and

(g)  the Power to engage the services of persons, companies, or organizations in
furtherance  of  the  Plan's  purposes,  including  but  not  limited to, banks,
insurance  companies,  brokerage  firms  and  consultants.

3.3  Additional  powers.  In  addition,  as  to  each Option to buy Stock of the
Corporation,  the  Board  shall have full and final authority n  its discretion:

(a)  to  determine  the  number  of  shares  of  Stock  subject  to each Option;

(b)  to  determine  the  time  or  times  at  which  Options  will  be  granted;

(c)  to  determine  the  option  price  of  the  shares of Stock subject to each
Option,  which  price  shall  be  not  less  than the minimum price specified in
Article  V  of  the  Plan;

(d)  to  determine  the  time or times when each Option shall become exercisable
and  the  duration  of  the  exercise  period (including the acceleration of any
exercise period), which shall not exceed the maximum period specified in Article
V;  and

(e)  to  determine  whether  each  Option  granted  shall be an Incentive  Stock
Option  or  a  Non-Qualified  Option.

In no event may the Company grant an Employee any Incentive Stock Option that is
first  exercisable during any one calendar year to the extent the aggregate fair
market  value  of  the  Stock  (determined  at the time the options are granted)
exceeds  $100,000  (under  all  stock  option  plans  of the Corporation and any
Affiliated  Corporation);  provided,  however, that this paragraph shall have no
force  and  effect  if  its inclusion in the Plan is not necessary for Incentive
Stock  Options  issued  under  the  Plan  to qualify as such pursuant  o Section
422A(d)(1)  of  the  Code.

                                   ARTICLE IV

                                   Eligibility

4.1  Eligible  Employees.  All Employees (including Directors who are Employees)
are  eligible  to  be  granted  Incentive  Stock Option and Non-Qualified Option
Awards  under  this  Plan.

4.2  Consultants,  Directors  and  other Non-Employees. Any Consultant, Director
(whether  or  not  an  Employee)  and  any  other Non-Employee is eligible to be
granted  Non-Qualified  Option  Awards  under  the  Plan.

4.3  Relevant Factors. In selecting individual Employees, Consultants, Directors
and  other  Non-Employees to whom Awards shall be granted, the Board shall weigh
such  factors as are relevant to accomplish the purpose of the Plan as stated in
Article  I.  An  individual who has been granted and Award may be granted one or
more  additional Awards, if the Board so determines. The granting of an Award to
any individual shall neither entitle that individual to, or disqualify him from,
participation  in  any  other  grant  of  Awards.


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                                    ARTICLE V

                               Stock Option Awards

5.1  Number of Shares. Subject to the provisions of Article IX of this Plan, the
aggregate  number of shares of Stock for which Options may be granted under this
Plan  shall  not  exceed  2,000,000  shares.  The  shares  to  be delivered upon
exercise  of  Options under this Plan shall be made available, at the discretion
of  the  Board,  either  from  authorized but unissued shares or from previously
issued and reacquired shares of Stock held by the Corporation as treasury shares
including  shares  purchased  in  the  open  market.

Stock  issuable upon exercise of an Option granted under the Plan may be subject
to  such  restrictions  on  transfer, repurchase rights or other restrictions as
shall  be  determined  by  the  Board  of  Directors.

5.2  Effect  of  Expiration,  Termination or Surrender.  If an Option under this
Plan  shall expire or terminate unexercised as to any shares covered thereby, or
shall  cease  for  any  reason  to be exercisable in whole or in part, or if the
Company shall reacquire any unvested shares issued pursuant to Options under the
Plan,  such  shares  shall  thereafter  be  available  for the granting of other
Options  under  this  Plan.

5.3  Term  of  Options.  The full term of each Option granted hereunder shall be
for  such  period  as the Board shall determine.  In the case of Incentive Stock
Options  granted  hereunder,  the  term shall not exceed ten (10) years from the
date  of  granting thereof.  Each Option shall be subject to earlier termination
as  provided  in  Sections  6.3  and 6.4. Notwithstanding the foregoing, options
intended  to  qualify  as  "Incentive  Stock  Options" may not be granted to any
employee who at the time such option is granted owns more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company unless
such  option  is not exercisable after the expiration of five (5) years from the
date  such  option  is  granted.

5.4  Option Price. The Option price shall be determined by the Board at the time
any  Option  is  granted.  In  the case of Incentive Stock Options, the exercise
price shall not be less than 100% of the fair market value of the shares covered
thereby  at the time the Incentive Stock Option is granted (but in no event less
than  par  value),  provided  that  no  Incentive  Stock Option shall be granted
hereunder  to  any  Employee  if  at the time of grant the Employee, directly or
indirectly,  owns Stock possessing more than 10% of the combined voting power of
all  classes  of stock of the Corporation and its Affiliated Corporations unless
the  Incentive  Stock  Option price equals not less than 110% of the fair market
value  of  the  shares covered thereby at the time the Incentive Stock Option is
granted.  In  the case of Non-Qualified  Stock Options, the exercise price shall
be  any  price  which may be less than the fair market value of the stock at the
time  the  Non-Qualified  Stock  Option  is  granted.

5.5  Fair Market Value. If, at the time an Option is granted under the Plan, the
Corporation's  Stock is publicly traded, "fair market value" shall be determined
as  of  the  last  business day for which the prices or quotes discussed in this
sentence  are  available prior to the date such Option is granted and shall mean
(i)  the  average  (on that date) of the high and low prices of the Stock on the
principal  national  securities  exchange  on  which the Stock is traded, if the
Stock  is  then  traded  on  a  national  securities  exchange;  r (ii) the last
reported  sale  price  (on that date) of the Stock on the NASDAQ National Market
List,  if  the  Stock  is  not then traded on a national securities exchange; or
(iii)  the  closing  bid  price  (or average of bid prices) last quoted (on that
date)  by  an  established quotation service for over-the-counter securities, if
the  Stock  is not reported on the NASDAQ National Market List.  However, if the
Stock  is  not  publicly traded at the time an Option is granted under the Plan,
"fair  market  value"  shall  be  deemed  to  be  the fair value of the Stock as
determined  by  the  Board  after taking into consideration all factors which it
deems  appropriate,  including, without limitation, recent sale and offer prices
of  the  Stock  in  private  transactions  negotiated  at  arm's  length.

5.6  Non-Transferability of Options.  No Option granted under this Plan shall be
transferable  by  the  grantee otherwise than by will or the laws of descent and
distribution,  and  such  Option may be exercised during the  grantee's lifetime
only  by  the  grantee.

5.7  Foreign  Nationals.  Awards  may be granted to Participants who are foreign
nationals  or  employed  outside  the United States on such terms and conditions
different  from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or comply with applicable laws.


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                                   ARTICLE VI

                               Exercise of Option

6.1  Exercise.  Each Option granted under this Plan shall be exercisable on such
date  or  dates and during such period and for such number of shares as shall be
determined  pursuant to the provisions of the instrument evidencing such Option.
The Board shall have the right to accelerate the date of exercise of any option,
provided that, the Board shall not accelerate the exercise date of any Incentive
stock  Option  granted  if  such  acceleration  would violate the annual vesting
limitation  contained  in  Section  422A(d)(1)  of  the  Code.

6.2  Notice  of  Exercise.  A  person  electing to exercise an Option shall give
written  notice  to the Corporation of such election and of the number of shares
he  or  she  has elected to purchase and shall at the time of exercise under the
full  purchase  price  of  the  shares  he  or she has elected to purchase.  The
purchase  price  can be paid partly or completely in shares of the Corporation's
Stock  valued  at Fair Market Value as defined in Section 5.5. hereof, or by any
such  other  lawful  currency.

6.3  Cessation of Employment.  If the optionee shall cease to be an Employee for
any reason other than death, such Option shall thereafter be exercisable only to
the  extent of the purchase rights, if any, which have accrued as of the date of
such  cessation;  provided  that  (i)  the  Board  may provide in the instrument
evidencing  any  Option  that the Board may in its absolute discretion, upon any
such  cessation  of  employment,  determine  (but  be  under  no  obligation  to
determine)  that  such  accrued  purchase  rights  shall  be  deemed  to include
additional  shares  covered  by  such  Option;  and  (ii) unless the Board shall
otherwise price in the instrument evidencing any Option, upon any such cessation
of  employment,  such  remaining rights to purchase shall in any event terminate
upon  the  earlier of (A) the expiration of the original term of the Option;  or
(B)  where  such  cessation  of  employment  is  on  account  of disability, the
expiration  of  one  year  from  the  date  of such cessation of employment and,
otherwise,  the  expiration of three months from such date.  For purposes of the
Plan,  the  term  "disability"  shall  mean  "permanent and total disability" as
defined  in  Section  22(e)(3)  of  the  Code.

6.4  Death  of Options.  Should an optionee die while in possession of the legal
right  to  exercise  an Option or Options under this Plan, such persons as shall
have  acquired, by will or by the laws of descent and distribution, the right to
exercise  any options theretofore granted, may, unless otherwise provided by the
Board in any instrument evidencing any Option, exercise such Options at any time
prior  to one year from the date of death; provided, that such Option or Options
shall  expire  in  all events no later than the last day of the original term of
such  Option;  provided,  further,

that  any  such  exercise  shall  be  limited  to the purchase rights which have
accrued  as  of  the date when the optionee ceased to be an Employee, whether by
death  or otherwise, unless the Board provides in the instrument evidencing such
Option  that,  in the discretion of the Board, additional shares covered by such
Option  may  become  subject  to  purchase  immediately  upon  the  death of the
optionee.

                                   ARTICLE VII

                         Terms and Conditions of Options

Options  shall be evidenced by instruments (which need not be identical) in such
forms as the Board may from time to time approve. Such instruments shall conform
to  the  terms  and  conditions  set  forth  in Articles 5 and 6 thereof and may
contain  such  other  provisions  as  the  Board  deems  advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issuable  upon  exercise  of Options.  In granting any Non-Qualified Option, the
Board  may  specify  that  such  Non-Qualified  Option  shall  be subject to the
restrictions  set  forth  herein  with respect to Incentive Stock Options, or to
such  other  termination and cancellation provisions as the Board may determine.
The  Board  may  from time to time confer authority and responsibility on one or
more  of  its  own  members  and/or  one  or more officers of the Corporation to
execute  and  deliver  such  instruments. The proper officers of the Corporation
authorized  and directed to take any and all action  necessary or advisable from
time  to  time  to  carry  out  the  term  of  such  instruments.

                                  ARTICLE VIII

                                  Benefit Plans

Awards  under  the  Plan are discretionary and are not a part of regular salary.
Awards may not be used in determining the amount of compensation for any purpose
under the benefit plans of the Corporation, or an Affiliated Corporation, except
as  the  Board  may  from  time to time expressly provide.  Neither the Plan, an
Option  or  any  instrument  evidencing  an Option confers upon any Employee the
right to continued employment with the Corporation or an Affiliated Corporation.


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                                   ARTICLE IX

                Amendment, Suspension or Termination of the Plan

The  Board may suspend the Plan or any part thereof at any time or may terminate
the  Plan  in its entirety.  Awards shall not be granted after Plan termination.
The  Board  may  also  amend  the Plan from time to time, except that amendments
which  affect  the  following  subjects  must be approved by stockholders of the
Corporation:

(a)  Except  as provided in Article X relative to capital changes, the number of
shares  as  to  which  Options  may  be  granted  pursuant  to  Article  V;

(b)  The  maximum  term  of  Options  granted;

(c)  The  minimum  price  at  which  Options  may  be  granted;

(d)  The  term  of  the  Plan;  and

(e)  The  requirements  as  to eligibility for participation in the Plan. Awards
granted  prior  to  suspension  or  termination of the Plan may not be cancelled
solely because of such suspension or termination, except with the consent of the
grantee  of  the  Award.


                                    ARTICLE X

                          Changes in Capital Structure

The  instruments  evidencing  Options  granted  hereunder  shall  be  subject to
adjustment  in  the event of changes in the outstanding Stock of the Corporation
by  reason of Stock dividends, Stock splits, recapitalizations, reorganizations,
mergers,  consolidations,  combinations,  exchanges or other relevant changes in
capitalization  occurring after the date of an Award to the same extend as would
affect  an actual share of Stock issued and outstanding on the effective date of
such  change.  Such  adjustment  to  outstanding  Options  shall be made without
change in the total price applicable to the unexercised portion of such options,
and a corresponding adjustment in the applicable option price per share shall be
made.  In  the  event  of  any  such change, the aggregate number and classes of
shares  for  which  Options  may thereafter be granted under Section 5.1 of this
Plan  may  be appropriately adjusted as determined by the Board so as to reflect
such  change.

Notwithstanding  the  foregoing, any adjustments made pursuant to this Article X
with  respect  to  Incentive  Stock  Options shall be made only after the Board,
after  consulting  with  counsel  for  the  Corporation, determines whether such
adjustments  would  constitute  a "modification" of such Incentive Stock Options
(as  that term is defined in Section 425 of the Code) or would cause any adverse
tax  consequences for the holders of such Incentive Stock Options.  If the Board
determines  that  such  adjustments made with respect to Incentive Stock Options
would  constitute a modification of such Incentive Stock Options, it may refrain
from  making  such  adjustments.

In the event of the proposed dissolution or liquidation of the Corporation, each
Option  will  terminate  immediately  prior to the consummation of such proposed
action  or  at  such other time and subject to such other conditions as shall be
determined  by  the  Board.

Except as expressly provided herein, no issuance by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the  number or price of shares subject to Options.  No adjustments shall be made
for  dividends  paid  in  cash  or  in  property  other  than  securities of the
Corporation.

No  fractional  shares  shall  be  issued  under the Plan and the optionee shall
receive  from  the  Corporation  cash  in  lieu  of  such  fractional  shares.

                                   ARTICLE XI

                       Effective Date and Term of the Plan

The Plan shall become effective on March 1, 2000.  The Plan shall continue until
such  time  as  it  may be terminated by action of the Board; provided, however,
that no Options may be granted under this plan on or after the tenth anniversary
of  the  effective  date  hereof.

                                   ARTICLE XII

                 Conversion of ISO's into Non-Qualified Options

The  Board,  at  the written request of any optionee, may in its discretion take
such  actions  as  may  be  necessary to convert such optionee's Incentive Stock
Options,  that  have  not  been  exercised  on  the  date  of  conversion,  into
Non-Qualified  Options  at  any  time  prior to the expiration of such Incentive


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Stock  Options,  regardless  of  whether  the  optionee  is  an  employee of the
Corporation  or  an Affiliated Corporation at the time of such conversion.  Such
actions  may  include,  but  not be limited to, extending the exercise period or
reducing  the  exercise  price of such Options.  At the time of such conversion,
the  Board  (with the consent of the optionee) may impose such conditions on the
exercise  of  the resulting Non-Qualified Options as the Board in its discretion
may  determine, provided that such conditions shall not be inconsistent with the
Plan.  Nothing  in  the  Plan  shall be deemed to give any optionee the right to
have  such  optionee's  Incentive  Stock  Options  converted  into Non-Qualified
Options,  and  no  such  conversion shall occur until and unless the Board takes
appropriate  action.  The  Board,  with  the  consent  of the optionee, may also
terminate  any portion of any Incentive Stock Option that has not been exercised
at  the  time  of  such  termination.

                                  ARTICLE XIII

                              Application of Funds

The  proceeds  received  by  the Corporation from the sale of shares pursuant to
Options  granted  under  the  Plan shall be used for general corporate purposes.

                                   ARTICLE XIV

                             Governmental Regulation

The Corporation's obligation to sell and deliver shares of Stock under this Plan
is  subject to the approval of any governmental authority required in connection
with  the  authorization,  issuance  or  sale  of  such  shares.

                                   ARTICLE XV

                     Withholding of Additional Income Taxes

Upon  the  exercise  of  a Non-Qualified Option or the making of a Disqualifying
Disposition  (as  defined  in  Article  XVI) the Corporation, in accordance with
Section  3402  (a)  of  the  Code,  may  require  the optionee to pay additional
withholding  taxes  in  respect  of  the  amount that is considered compensation
includible  in  such  person's  gross  income.  The  Board in its discretion may
condition  the  exercise  of  an  Option  on  the  payment  of  such  additional
withholding  taxes.

                                   ARTICLE XVI

                 Notice to Company of Disqualifying Disposition

Each  employee  who  receives an incentive Stock Option must agree to notify the
Corporation  in  writing  immediately  after  the employee makes a Disqualifying
Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock
Option.  A  Disqualifying Disposition is any disposition (including any sale) of
such  Stock  before  the  later of (a) two years after the date the employee was
granted  the  Incentive Stock Option or (b) one year after the date the employee
acquired  Stock  by  exercising the incentive Stock Option.  If the employee has
died  before  such stock is sold, these holding period requirements do not apply
and  no  Disqualifying  Disposition  can  occur  thereafter.


                                  ARTICLE XVII

                           Governing Law; Construction

The validity and construction of the Plan and the instruments evidencing Options
shall  be governed by the laws of the State of Nevada.  In construing this Plan,
the singular shall include the plural and the masculine gender shall include the
feminine  and  neuter,  unless  the  context  otherwise  requires.

                                  ARTICLE XVIII

                          Reporting Person limitations

To the extent required to qualify for the exemption provided by rule 16b-3 under
the  Securities  Exchange Act of 1934, and any successor provision, at least six
months  must  lapse  from  the  date  of acquisition of an Option by a Reporting
Person  to  the date of disposition of such Option (other than upon exercise) or
its  underlying  Common  Stock.


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