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 ACI Asset Management, Inc., a Nevada 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 services 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.




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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.

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



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    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,

     (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,



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         (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.



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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.

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:

           (i)  In the case of the Company:

                ACI Asset Management, Inc.
                4695 MacArthur Court, Suite 530
                Newport Beach, California  92660
                Telephone:    (949) 833-2094
                Facsimile:    (949) 833-7854




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           (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) 475-9086
                Telefax:     (949) 475-9087

                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.

    (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.



<PAGE>

     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 Partners


                                 The "Company"
                                 ACI Asset Management, 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.




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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 substan-
          tially 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.





<PAGE>

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 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:




<PAGE>

         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) 475-9086
                           Facsimile:   (949) 475-9087

         To the Company:   ACI Asset Management, Inc.
                           4695 MacArthur Court, Suite 530
                           Newport Beach, California 92660
                           Telephone:     (949) 833-2094
                           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.



<PAGE>

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.

     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"
                                   ACI Asset Management, Inc.
                                   a Nevada corporation




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