PROMISSORY NOTE

Principal $1,000,000:  Loan Date 11-17-1999:  Maturity 04-05-2001:
Loan No. 982000806:  Call 50:  Collateral 010:  Account --:
Officer TMN:  Initials --

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower:  GOLDEN ROAD MOTOR INN, INC.         Lender:  COLONIAL BANK
           dba: ATLANTIS CASINO RESORT                  P.O. Box 7498
           1175 West Moana Lane                         Reno, NV 89510
           Reno, NV 89509

Principal Amount: $1,000,000.00  Initial Rate: 9.000%
Date of Note: November 17, 1999

PROMISE TO PAY.  GOLDEN ROAD MOTOR INN, INC. dba ATLANTIS CASINO RESORT
("Borrower") promises to pay to COLONIAL BANK ("Lender"), or order, in lawful
money of the United States of America, the principal amount of One Million &
00/100 Dollars ($1,000,000.00) or so much as may be outstanding, together with
interest on the unpaid outstanding principal balance of each advance.  Interest
shall be calculated from the date of each advance until repayment of each
advance.  The interest rate will not increase above 18.000%.

PAYMENT.  Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on April 5, 2001.  In addition,
Borrower will pay regular monthly payments of accrued unpaid interest beginning
December 17, 1999, and all subsequent interest payments are due on the same day
of each month after that.  The annual interest rate for this Note is computed
on a 365/360 basis; that is, by applying the ratio of the annual interest rate
over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender's address shown above or at such other place
as Lender may designate in writing.  Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs and late
charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the
Colonial Bank Base Rate (the "Index").  The Index is not necessarily the lowest
rate charged by Lender on its loans.  If the Index becomes unavailable during
the term of this loan, Lender may designate a substitute index after notice to
the Borrower.  Lender will tell Borrower the current Index rate upon Borrower's
request.  Borrower understands that Lender may make loans based on other rates
as well.  The interest rate change will not occur more often than each day.
The Index currently is 8.500% per annum.  The interest rate to be applied to
the unpaid principal balance of this Note will be at a rate of 0.500 percentage
points over the Index, adjusted if necessary for the minimum and maximum rate
limitations described below, resulting in an initial rate of 9.000% per annum.
Notwithstanding any other provision of this Note, the variable interest rate or
rates provided for in this Note will be subject to the following minimum and
maximum rates.  NOTICE:  Under no circumstances will the interest rate on this
Note be less than 5.000% per annum or more than (except for any higher default
rate shown below) the lesser of 18.000% per annum or the maximum rate allowed
by applicable law.

                                     -50-
                               PROMISSORY NOTE
11-17-1999                       (Continued)                          Page 2
Loan No 982000806

PREPAYMENT; MINIMUM INTEREST CHARGE.  In any event, even upon full prepayment
of this Note, Borrower understands that Lender is entitled to a minimum
interest charge of $50.00.  Other than Borrower's obligation to pay any minimum
interest charge, Borrower may pay without penalty all or a portion of the
amount owed earlier than it is due.  Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower's obligation to continue to
make payments of accrued unpaid interest.  Rather, they will reduce the
principal balance due.

LATE CHARGE.  If a payment is 10 days or more late, Borrower will be charged
10.000% of the unpaid portion of the regularly scheduled payment or $150.00,
whichever is less.

DEFAULT.  Borrower will be in default if any of the following happens:  (a)
Borrower fails to make any payment when due.  (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender.  (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect
any of Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents.  (d)
Any representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished.  (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property, Borrower makes an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws.  (f) Any creditor
tries to take any of Borrower's property on or in which Lender has a lien or
security interest.  This includes a garnishment of any of Borrower's accounts
with Lender.  (g) Any guarantor dies or any of the other events described in
this default section occurs with respect to any guarantor of this Note.  (h) A
material adverse change occurs in Borrower's financial conditions, or Lender
believes the prospect of payment or performance of the Indebtedness is
impaired.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount.  Upon default, including
failure to pay upon final maturity, Lender, at its option, may also, if
permitted under applicable law, increase the variable interest rate on this
Note to 5.500 percentage points over the Index.  The interest rate will not
exceed the maximum rate permitted by applicable law.  Lender may hire or pay
someone else to help collect this Note if Borrower does not pay.  Borrower will
also pay Lender that amount.  This includes, subject to any limits under
applicable law, Lender's attorneys' fees and Lender's legal expenses whether or
not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services.  If not prohibited by applicable law, Borrower also will pay any
court costs, in addition to all other sums provided by law.


                                     -51-
                               PROMISSORY NOTE
11-17-1999                       (Continued)                          Page 3
Loan No 982000806

This Note has been delivered to Lender and accepted by Lender in the State of
Nevada. If there is a lawsuit, Borrower agrees upon Lender's request to submit
to the jurisdiction of the courts of Washoe County, the State of Nevada
(Initial Here /s/ BF /s/ BF).  This Note shall be governed by and construed in
accordance with the laws of the State of Nevada.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account),including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to
charge or setoff all sums owing on this Note against any and all such accounts.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances
under this Note may be requested only in writing by Borrower or by an
authorized person.  All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Lender's office shown
above.  The following party or parties are authorized to request advances under
the line of credit until Lender receives from Borrower at Lender's address
shown above written notice of revocation of their authority: JOHN FARAHI, CHIEF
EXECUTIVE OFFICER; and BEN FARAHI, CHIEF FINANCIAL OFFICER.  Borrower agrees to
be liable for all sums either:  (a) advanced in accordance with the
instructions of an authorized person or (b) credited to any of Borrower's
accounts with Lender.  The unpaid principal balance owing on this Note at any
time may be evidenced by endorsements on this Note or by Lender's internal
records, including daily computer print-outs.  Lender will have no obligation
to advance funds under this Note if:  (a) Borrower or any guarantor is in
default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (b) Borrower or any guarantor ceases doing business or is
insolvent; (c) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender; or (d) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender.

CERTIFICATION OF FINANCIAL STATEMENTS.  An exhibit, titled "CERTIFICATION OF
FINANCIAL STATEMENTS," is attached to this Note and by this references is made
a part of this Note just as if all the provisions, terms and conditions of the
Exhibit had been fully set forth in this Note.

AGREEMENT TO PROVIDE FINANCIAL INFORMATION.  An exhibit, titled "AGREEMENT TO
PROVIDE FINANCIAL INFORMATION," is attached to this Note and by this reference
is made a part of this Note just as if all the provisions, terms and conditions
of the Exhibit had been fully set forth in this Note.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive

                                     -52-
                               PROMISSORY NOTE
11-17-1999                       (Continued)                          Page 4
Loan No 982000806

presentment, demand for payment, protest and notice of dishonor.  Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability.  All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan, or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender's security interest in the collateral;
and take any other action deemed necessary by Lender without the consent of or
notice to anyone.  All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.



BORROWER:
GOLDEN ROAD MOTOR INN, INC, dba  ATLANTIS CASINO RESORT


By:  /s/ Bahram Farahi              By:  /s/ Ben Farahi
    -------------------------------     -------------------------------------
     BAHRAM FARAHI, PRESIDENT            BEN FARAHI, CHIEF FINANCIAL OFFICER




























                                     -53-
Date:  November 17, 1999

ADDENDUM TO LOAN DOCUMENTS DATED November 17, 1999 covering the loan to Golden
Road Motor Inn, Inc, from Colonial Bank of Nevada.

The following modifications supercede the document language listed in the loan
documents under loan number 982000806 date November 17, 1999.

1. Signers on the Loan Documents will be Bahram (Bob) Farahi and Ben Farahi.

2. Business Loan Agreement:  Under the section Events of Default, the death or
incompetence of a guarantor will not be considered and event of default.

Under the section, Negative Covenants, prior consent is not required to seek
additional debt or liens, or be affected by any language under Continuity of
Operations and the section pertaining to Loans, Acquisitions and Guaranties.

This credit extension is considered unsecured, therefore any reference to
collateral or related issues concerning collateral in the agreements is void.

Should for any reason this loan be out participated to another lender, the
borrower will be placed on advance notice and the participating lender will be
no less than an acceptable commercial banking institution.

Please acknowledge these changes
accordingly:                        /s/ Bob Farahi          Date:  11/17/99
                                   -----------------------        ----------
                                    /s/ Ben Farahi                 11/18/99
                                   -----------------------        ----------

By:


 /s/ Tom Newman
------------------
Tom Newman
Vice President





















                                     -54-
                           BUSINESS LOAN AGREEMENT

Principal $1,000,000:  Loan Date 11-17-1999:  Maturity 04-05-2001:
Loan No. 982000806:  Call 50:  Collateral 010:  Account --:
Officer TMN:  Initials --

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower:  GOLDEN ROAD MOTOR INN, INC.         Lender:  COLONIAL BANK
           dba: ATLANTIS CASINO RESORT                  P.O. Box 7498
           1175 West Moana Lane                         Reno, NV 89510
           Reno, NV 89509

THIS BUSINESS LOAN AGREEMENT between GOLDEN ROAD MOTOR INN, INC. dba ATLANTIS
CASINO RESORT ("Borrower") and COLONIAL BANK ("Lender") is made and executed on
the following terms and conditions.  Borrower has received prior commercial
loans from Lender or has applied to Lender for a commercial loan or loans and
other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement.  All such loans and financial
accommodations, together with all future loans and financial accommodations
from Lender to Borrower, are referred to in this Agreement individually as the
"Loan" and collectively as the "Loans." Borrower understands and agrees that:
(a) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements, as set forth in this
Agreement; (b) the granting, renewing, or extending of any Loan by Lender at
all times shall be subject to Lender's sole judgement and discretion; and (c)
all such Loans shall be and shall remain subject to the following terms and
conditions of this Agreement.

TERM.  This Agreement shall be effective as of November 17, 1999, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parities terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Agreement.  Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

     Agreement.  The word "Agreement" means this Business Loan Agreement, as
     this business Loan Agreement may be amended or modified from time to
     time, together with all exhibits and schedules attached to this Business
     Loan Agreement from time to time.

     Borrower.  The word "Borrower" means GOLDEN ROAD MOTOR INN, INC. dba
     ATLANTIS CASINO RESORT.  The "Borrower" also includes, as applicable,
     all subsidiaries and affiliates of Borrower as provided below in the
     paragraph titled "Subsidiaries and Affiliates."

     CERCLA.  The word "CERCLA" means the Comprehensive Environmental
     Response, Compensation, and Liability Act of 1980, as amended.

     Collateral.  The word "Collateral" means and includes without limitation
     all property and assets granted as collateral security for a Loan,
     whether real or personal property, whether granted directly or


                                     -55-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 2
Loan No 982000806                (Continued)

     indirectly, whether granted now or in the future, and whether granted in
     the form of a security interest, mortgage, deed of trust, assignment,
     pledge, chattel mortgage, chattel trust, factor's lien, equipment trust,
     conditional sale, trust receipt, lien, charge, lien or title retention
     contract, lease or consignment intended as a security device, or any
     other security or lien interest whatsoever, whether created by law,
     contract, or otherwise.

     ERISA.  The word "ERISA" means the Employee Retirement Income Security
     Act of 1974, as amended.

     Event of Default.  The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "EVENTS OF DEFAULT."

     Grantor.  The word "Grantor" means and includes without limitation each
     and all of the persons or entities granting a Security Interest in any
     Collateral for the Indebtedness, including without limitation all
     Borrowers granting such a Security Interest.

     Guarantor.  The word "Guarantor" means and includes without limitation
     each and all of the guarantors, sureties, and accommodation parties in
     connection with any Indebtedness.

     Indebtedness.  The word "Indebtedness" means and includes without
     limitation all Loans, together with all other obligations, debts and
     liabilities of Borrower to Lender, or any one or more of them, as well
     as all claims by Lender against Borrower, or any one or more of them;
     whether now or hereafter existing, voluntary or involuntary, due or not
     due, absolute or contingent, liquidated or unliquidated; whether
     Borrower may be liable individually or jointly with others; whether
     Borrower may be obligated as a guarantor, surety, or otherwise; whether
     recovery upon such Indebtedness may be hereafter may become barred by
     any statute of limitations; and whether such Indebtedness may be or
     hereafter may become otherwise unenforceable.

     Lender.  The word "Lender" means COLONIAL BANK, its successors and
     assigns.

     Loan.  The word "Loan" or "Loans" means and includes without limitation
     any and all commercial loans and financial accommodations from Lender to
     Borrower, whether now or hereafter existing, and however evidenced,
     including without limitation those loans and financial accommodations
     described herein or described on any exhibit or schedule attached to
     this Agreement from time to time.

     Note.  The word "Note" means and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations
     in favor of Lender, as well as any substitute, replacement or
     refinancing note or notes therefor.

     Permitted Liens.  The words "Permitted Liens" mean:  (a) liens and
     security interests securing Indebtedness owed by Borrower to Lender; (b)
     liens for taxes, assessments, or similar charges either not yet due or

                                     -56-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 3
Loan No 982000806                (Continued)

     being contested in good faith; (c) liens of materialmen, mechanics,
     warehousemen, or carriers, or other like liens arising in the ordinary
     course of business and securing obligations which are not yet
     delinquent; (d) purchase money liens or purchase money security
     interests upon or in any property acquired or held by Borrower in the
     ordinary course of business to secure Indebtedness outstanding on the
     date of the Agreement or permitted to be incurred under the paragraph of
     this Agreement titled "Indebtedness and Liens"; (e) liens and security
     interests which, as of the date of this Agreement, have been disclosed
     to and approved by the Lender in writing; and (f) those liens and
     security interests which in the aggregate constitute an immaterial and
     insignificant monetary amount with respect to the net value of
     Borrower's assets.

     Related Documents.  The words "Related Documents" mean and include
     without limitation all promissory notes, credit agreements, loan
     agreements, environmental agreements, guaranties, security agreements,
     mortgages, deeds of trust, and all other instruments, agreements and
     documents, whether now or hereafter existing, executed in connection
     with the Indebtedness.

     Security Agreement.  The words "Security Agreement" mean and include
     without limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     Security Interest.  The words "Security Interest" mean and include
     without limitation any type of collateral security, whether in the form
     of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
     mortgage, chattel trust, factor's lien, equipment trust, conditional
     sale, trust receipt, lien or title retention contract, lease or
     consignment intended as a security device, or any other security or lien
     interest whatsoever, whether created by law, contract, or otherwise.

     SARA.  The word "SARA" means the Superfund Amendments and
     Reauthorization Act of 1986 as now or hereafter amended.

CONDITIONS PRECENDENT TO EACH ADVANCE.  Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all the conditions set
forth in this Agreement and in the Related Documents.

     Loan Documents.  Borrower shall provide to Lender in form satisfactory
     to lender the following documents for the Loan:  (a) the Note, (b)
     Security Agreements granting to Lender security interests in the
     Collateral, (c) Financing Statements perfecting Lender's Security
     Interests; (d) evidence of insurance as required below; and (e) any
     other documents required under this Agreement or by Lender or its
     counsel, including without limitation any guaranties described below.

     Borrower's Authorization.  Borrower shall have provided in form and
     substance satisfactory to Lender properly certified resolutions, duly
     authorizing the execution and delivery of this Agreement, the Note and

                                     -57-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 4
Loan No 982000806                (Continued)

     the Related Documents, and such other authorizations and other documents
     and instruments as Lender or its counsel, in their sole discretion, may
     require.

     Payment of Fees and Expenses.  Borrower shall have paid to Lender all
     fees, charges, and other expenses which are then due and payable as
     specified in this Agreement or any Related Document.

     Representations and Warranties.  The representations and warranties set
     forth in this Agreement, in the Related Documents, and in any document
     or certificate delivered to Lender under this Agreement are true and
     correct.

     No Event of Default.  There shall not exist at the time of any advance a
     condition which would constitute an Event of Default under this
     Agreement.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

     Organization.  Borrower is a corporation which is duly organized,
     validly existing, and in good standing under the laws of the State of
     Nevada and is validly existing and in good standing in all states in
     which Borrower is doing business.  Borrower has the full power and
     authority to own its properties and to transact the businesses in which
     it is presently engaged or presently proposes to engage.  Borrower also
     is duly qualified as a foreign corporation and is in good standing in
     all states in which the failure to so qualify would have a material
     adverse effect on its businesses or financial condition.

     Authorization.  The execution, delivery, and performance of this
     Agreement and all Related Documents by Borrower, to the extent to be
     executed, delivered or performed by Borrower, have been duly authorized
     by all necessary action by Borrower; do not require the consent or
     approval of any other person, regulatory authority or governmental body;
     and do not conflict with, result in a violation of, or constitute a
     default under (a) any provision of its articles of incorporation or
     organization, or bylaws, or any agreement or other instrument binding
     upon Borrower or (b) any law, governmental regulation, court degree, or
     order applicable to Borrower.

     Financial Information.  Each financial statement of Borrower supplied to
     Lender truly and completely disclosed Borrower's financial condition as
     of the date of the statement, and there has been no material adverse
     change in Borrower's financial condition subsequent to the date of the
     most recent financial statement supplied to Lender.  Borrower has no
     material contingent obligations except as disclosed in such financial
     statements.

     Legal Effect.  This Agreement constitutes, and any instrument or
     agreement required hereunder to be given by Borrower when delivered will


                                     -58-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 5
Loan No 982000806                (Continued)

     constitute, legal, valid and binding obligations of Borrower enforceable
     against Borrower in accordance with their respective terms.

     Properties.  Except as contemplated by this Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and
     as accepted by Lender, and except for property tax liens for taxes not
     presently due and payable, Borrower owns and has good title to all of
     Borrower's properties free and clear of all Security Interest, and has
     not executed any security documents or financing statements relating to
     such properties.  All of Borrower's properties are titled in Borrower's
     legal name, and Borrower has not used, or filed a financing statement
     under, any other name for at least the last five (5) years.

     Hazardous Substances.  The terms "hazardous waste," "hazardous
     substance," "disposal," "release," and "threatened release," as used in
     this Agreement, shall have the same meanings as set forth in the
     "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C.
     Section 1801, et seq., the Resource Conservation and Recovery Act, 42
     U.S.C. Section 6901, et seq., or other applicable state or Federal laws,
     rules, or regulations adopted pursuant to any of the foregoing.  Except
     as disclosed to and acknowledged by Lender in writing, Borrower
     represents and warrants that:  (a) During the period of Borrower's
     ownership of the properties, there has been no use, generation,
     manufacture, storage, treatment, disposal, release or threatened release
     of any hazardous waste or substance by any person on, under, about or
     from any of the properties.  (b) Borrower has no knowledge of, or reason
     to believe that there has been (i) any use, generation, manufacture,
     storage, treatment, disposal, release, or threatened release of any
     hazardous waste or substance on, under, about or from the properties by
     any prior owners or occupants of any of the properties, or (ii) any
     actual or threatened litigation or claims of any kind by any person
     relating to such matters.  (c) Neither Borrower nor any tenant,
     contractor, agent or other authorized user of any of the properties
     shall use, generate, manufacture, store, treat, dispose of, or release
     any hazardous waste or substance on, under, about or from any of the
     properties; and any such activity shall be conducted in compliance with
     all applicable federal, state, and local laws, regulations, and
     ordinances, including without limitation those laws, regulations and
     ordinances described above.  Borrower authorizes Lender and its agents
     to enter upon the properties to make such inspections and test as Lender
     may deem appropriate to determine compliance of the properties with this
     section of the Agreement.  Any inspections or tests made by Lender shall
     be at Borrower's expense and for Lender's purposes only and shall not be
     construed to create any responsibility or liability on the part of
     Lender to Borrower or to any other person.  The representations and
     warranties contained herein are based on Borrower's due diligence in
     investigating the properties for hazardous waste and hazardous
     substances.  Borrower hereby (a) releases and waives any future claims
     against Lender for indemnity or contribution in the event Borrower
     becomes liable for cleanup or other costs under any such laws, and (b)
     agrees to indemnify and hold harmless Lender against any and all claims,
     losses, liabilities, damages, penalties, and expenses which Lender may
     directly or indirectly sustain or suffer resulting from a breach of this


                                     -59-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 6
Loan No 982000806                (Continued)

     section of the Agreement or as a consequence of any use, generation,
     manufacture, storage, disposal, release or threatened release of a
     hazardous waste or substance on the properties.  The provisions of this
     section of the Agreement, including the obligation to indemnify, shall
     survive the payment of the Indebtedness and the termination or
     expiration of this Agreement and shall not be affected by Lender's
     acquisition of any interest in any of the properties, whether by
     foreclosure or otherwise.

     Litigation and Claims.  No litigation, claim, investigation,
     administrative proceeding or similar action (including those for unpaid
     taxes) against Borrower is pending or threatened, and no other event has
     occurred which may materially adversely affect Borrower's financial
     condition or properties, other than litigation, claims, or other events,
     if any, that have been disclosed to and acknowledged by Lender in
     writing.

     Taxes.  To the best of Borrower's knowledge, all tax returns and reports
     of Borrower that are or were required to be filed, have been filed, and
     all taxes, assessments and other governmental charges have been paid in
     full, except those presently being or to be contested by Borrower in
     good faith in the ordinary course of business and for which adequate
     reserves have been provided.

     Lien Priority.  Unless otherwise previously disclosed to Lender in
     writing, Borrower has not entered into or granted any Security
     Agreements, or permitted the filing or attachment of any Security
     Interests on or affecting any of the Collateral directly or indirectly
     securing repayment of Borrower's Loan and Note, that would be prior or
     that may in any way be superior to Lender's Security Interests and
     rights in and to such Collateral.

     Binding Effect.  This Agreement, the Note, all Security Agreements
     directly or indirectly securing repayment of Borrower's Loan and Note
     and all of the Related Documents are binding upon Borrower as well as
     upon Borrower's successors, representatives and assigns, and are legally
     enforceable in accordance with their respective terms.

     Commercial Purposes.  Borrower intends to use the Loan proceeds solely
     for business or commercial related purposes.

     Employee Benefit Plans.  Each employee benefit plan as to which Borrower
     may have any liability complies in all material respects with all
     applicable requirements of law and regulations, and (i) no Reportable
     Event nor Prohibited Transaction (as defined in ERISA) has occurred with
     respect to any such plan, (ii) Borrower has not withdrawn from any such
     plan or initiated steps to do so, (iii) no steps have been taken to
     terminate any such plan, and (iv) there are no unfunded liabilities
     other than those previously disclosed to Lender in writing.

     Location of Borrower's Offices and Records.  Borrower's place of
     business, or Borrower's Chief executive office, if Borrower has more
     than one place of business, is located at 1175 West Moana Lane, Reno, NV


                                     -60-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 7
Loan No 982000806                (Continued)

     89509.  Unless Borrower has designated otherwise in writing this
     location is also the office or offices where Borrower keeps its records
     concerning the Collateral.

     Information.  All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection
     with this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender
     will be, true and accurate in every material respect on the date as of
     which such information is dated or certified; and none of such
     information is or will be incomplete by omitting to state any material
     fact necessary to make such information not misleading.

     Survival of Representations and Warranties.  Borrower understands and
     agrees that Lender, without independent investigation, is relying upon
     the above representations and warranties in extending Loan Advances to
     Borrower, Borrower further agrees that the foregoing representations and
     warranties shall be continuing in nature and shall remain in full force
     and effect until such time as Borrower's Indebtedness shall be paid in
     full, or until this Agreement shall be terminated in the manner provided
     above, whichever is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     Litigation.  Promptly inform Lender in writing of (a) all material
     adverse changes in Borrower's financial condition, and (b) all existing
     and all threatened litigation, claims, investigations, administrative
     proceedings or similar actions affecting Borrower or any Guarantor which
     could materially affect the financial condition of Borrower or the
     financial condition of any Guarantor.

     Financial Records.  Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and permit Lender to examine and audit Borrower's books and records at
     all reasonable times.

     Financial Statements.  Furnish Lender with, as soon as available, but in
     no event later than forty five (45) days after the end of each fiscal
     year, Borrower's balance sheet and income statement for the year ended,
     compiled by a certified public accountant satisfactory to Lender.  All
     financial reports required to be provided under this Agreement shall be
     prepared in accordance with generally accepted accounting principles,
     applied on a consistent basis, and certified by Borrower as being true
     and correct.

     Additional Information.  Furnish such additional information and
     statements, lists of assets and liabilities, agings of receivables and
     payables, inventory schedules, budgets, forecasts, tax returns, and
     other reports with respect to Borrower's financial condition and
     business operations as Lender may request from time to time.

     Insurance.  Maintain fire and other risk insurance, public liability
     insurance, and such other insurance as Lender may require with respect

                                     -61-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 8
Loan No 982000806                (Continued)

     to Borrower's properties and operations, in form, amounts, coverages and
     with insurance companies reasonably acceptable to Lender.  Borrower,
     upon request of Lender, will deliver to Lender from time to time the
     policies or certificates of insurance in form satisfactory to Lender,
     including stipulations that coverages will not be cancelled or
     diminished without at least ten (10) days' prior written notice to
     Lender.  Each insurance policy also shall include an endorsement
     providing that coverage in favor of Lender will not be impaired in any
     way by any act, omission or default of Borrower or any other person.  In
     connection with all policies covering assets in which Lender holds or is
     offered a security interest for the Loans, Borrower will provide Lender
     with such loss payable or other endorsements as Lender may require.

     Insurance Reports.  Furnish to Lender, upon request of Lender, reports
     on each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (a) the
     name of the insurer; (b) the risks insured; (c) the amount of the
     policy; (d) the properties insured; (e) the then current property values
     on the basis of which insurance has been obtained, and the manner of
     determining those values; and (f) the expiration date of the policy.  In
     addition, upon request of Lender (however not more often than annually),
     Borrower will have an independent appraiser satisfactory to Lender
     determine, as applicable, the actual cash value or replacement cost of
     any Collateral.  The cost of such appraisal shall be paid by Borrower.

     Guaranties.  Prior to disbursement of any Loan proceeds, furnish
     executed guaranties of the Loans in favor of Lender, executed by the
     guarantors named below, on Lender's forms, and in the amounts and under
     the conditions spelled out in those guaranties.

           Guarantors              Amounts
           ----------              -------
           JOHN FARAHI             Unlimited
           BAHRAM FARAHI           Unlimited
           BEN FARAHI              Unlimited

     Other Agreements.  Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements.

     Loan Fees and Charges.  In addition to all other agreed upon fees and
     charges, pay the following:  $250.00 Document Preparation Fee.

     Loan Proceeds.  Use all Loan Proceeds solely for the following specific
     purposes:  Working Capital.

     Taxes, Charges and Liens.  Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all
     assessments, taxes, governmental charges, levies and liens, of every
     kind and nature, imposed upon borrower or its properties, income, or
     profits, prior to the date on which penalties would attach, and all
     lawful claims that, if unpaid, might become a lien or charge upon any of


                                     -62-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 9
Loan No 982000806                (Continued)

     Borrower's properties, income, or profits.  Provided however, Borrower
     will not be required to pay and discharge any such assessment, tax,
     charge, levy, lien or claim so long as (a) the legality of the same
     shall be contested in good faith by appropriate proceedings, and (b)
     Borrower shall have established on its books adequate reserves  with
     respect to such contested assessment, tax, charge, levy, lien, or claim
     in accordance with generally accepted accounting practices.  Borrower,
     upon demand of Lender, will furnish to Lender evidence of payment of the
     assessments, taxes, charges, levies, liens and claims and will authorize
     the appropriate governmental official to deliver to Lender at any time a
     written statement of any assessments, taxes, charges, levies, liens and
     claims against Borrower's properties, income, or profits.

     Performance.  Perform and comply with all terms, conditions, and
     provisions set forth in this Agreement and in the Related Documents in a
     timely manner, and promptly notify Lender if Borrower learns of the
     occurrence of any event which constitutes and Event of Default under
     this Agreement or under any of the Related Documents.

     Operations.  Maintain executive and management personnel with
     substantially the same qualifications and experience as the present
     executive and management personnel; provide written notice to Lender of
     any change in executive and management personnel; conduct its business
     affairs in a reasonable and prudent manner and in compliance with all
     applicable federal, state and municipal laws, ordinances, rules and
     regulations respecting its properties, charters, businesses and
     operation, including without limitation, compliance with the Americans
     With Disabilities Act and with all minimum funding standards and other
     requirements of ERISA and other laws applicable to Borrower's employee
     benefit plans.

     Inspection.  Permit employees or agents of Lender at any reasonable time
     to inspect any and all Collateral for the Loan or Loans and Borrower's
     other properties and to examine or audit Borrower's books, accounts, and
     records and to make copies and memoranda of Borrower's books, accounts,
     and records.  If Borrower now or at any time hereafter maintains any
     records (including without limitation computer generated records and
     computer software programs for the generation of such records) in the
     possession of a third party, Borrower, upon request of Lender, shall
     notify such party to permit Lender free access to such records at  all
     reasonable times and to provide Lender with copies of any records it may
     request, all at Borrower's expense.

     Compliance Certificate.  Unless waived in writing by Lender, provide
     Lender at least annually and at the time of each disbursement of Loan
     proceeds with a certificate executed by Borrower's chief financial
     officer, or other officer or person acceptable to Lender, certifying
     that the representations and warranties set forth in this Agreement are
     true and correct as of the date of the certificate and further
     certifying that, as of the date of the certificate, no Event of Default
     exists under this Agreement.

     Environmental Compliance and Reports.  Borrower shall comply in all
     respects with all environmental protection federal, state and local

                                     -63-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 10
Loan No 982000806                (Continued)

     laws, statutes, regulations and ordinances; not cause or permit to
     exist, as a result of an intentional or unintentional action or omission
     on its part or on the part of any third party, on property owned and/or
     occupied by Borrower, any environmental activity where damage may result
     to the environment, unless such environmental activity is pursuant to
     and in compliance with the conditions of a permit issued by the
     appropriate federal, state or local governmental authorities; shall
     furnish to Lender promptly and in any event within thirty (30) days
     after receipt thereof a copy of any notice, summons, lien, citation,
     directive, letter or other communication from any governmental agency or
     instrumentality concerning any intentional or unintentional action or
     omission on Borrower's part in connection with any environmental
     activity whether or not there is damage to the environment and/or other
     natural resources.

     Additional Assurances.  Make, execute and deliver to Lender such
     promissory notes, mortgages, deeds of trust, security agreements,
     financing statements, instruments, documents and other agreements as
     Lender or its attorneys may reasonably request to evidence and secure
     the Loans and to perfect all Security Interests.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

     Indebtedness and Liens.  (a) Except for trade debt incurred in the
     normal course of business and indebtedness to Lender contemplated by
     this Agreement, create, incur or assume indebtedness for borrowed money,
     including capital leases, (b) except as allowed as a Permitted Lien,
     sell, transfer, mortgage, assign, pledge, lease, grant a security
     interest in, or encumber any of Borrower's assets, or (c) sell with
     recourse any of Borrower's accounts, except to Lender.

     Continuity of Operations.  (a) Engage in any business activities
     substantially different than those in which Borrower is presently
     engaged, (b) cease operations, liquidate, merge, transfer, acquire or
     consolidate with any other entity, change ownership, change its name,
     dissolve or transfer or sell Collateral out of the ordinary course of
     Business, (c) pay any dividends on Borrower's stock (other than
     dividends payable in its stock), provided, however that notwithstanding
     the foregoing, but only so long as no Event of Default has occurred and
     is continuing or would result from the payment of dividends, if Borrower
     is a "Subchapter S Corporation" (as defined in the Internal Revenue Code
     of 1986, as amended), Borrower may pay cash dividends on its stock to
     its shareholders from time to time in amounts necessary to enable the
     shareholders to pay income taxes and make estimated income tax payments
     to satisfy their liabilities under federal and state law which arise
     solely from their status as Shareholders of a Subchapter S Corporation
     because of their ownership of shares of stock of Borrower, or (d)
     purchase or retire any of Borrower's outstanding shares or alter or
     amend Borrower's capital structure.

     Loans, Acquisitions and Guaranties.  (a) Loan, invest in or advance
     money or assets, (b) purchase, create or acquire any interest in any

                                     -64-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 11
Loan No 982000806                (Continued)

     other enterprise or entity, or (c) incur any obligation as surety or
     guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement
or any of the Related Documents or any  other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; or (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or
any other loan with Lender.

OUT OF DEBT PERIOD.  An out of debt period will be required for 90 days during
the term of the loan.  Loan will be considered in default if obligations with
other lenders are in default.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to
charge or setoff all sums owing on the Indebtedness against any and all such
accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute and Event of Default
under this Agreement:

     Default of Indebtedness.  Failure of Borrower to make any payment when
     due on the Loans.

     Other Defaults.  Failure of Borrower or any Grantor to comply with or to
     perform when due any other term, obligation, covenant or condition
     contained in this Agreement or in any of the Related Documents, or
     failure of Borrower to comply with or to perform any other term,
     obligation, covenant or condition contained in any other agreement
     between Lender and Borrower.

     Default in Favor of Third Parties.  Should Borrower or any Grantor
     default under any loan, extension of credit, security agreement,
     purchase or sales agreement, or any other agreement, in favor of any
     other creditor or person that may materially affect any of Borrower's
     property or Borrower's or any Grantor's ability to repay the Loans or
     perform their respective obligations under this Agreement or any of the
     Related Documents.

     False Statements.  Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under

                                     -65-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 12
Loan No 982000806                (Continued)

     this Agreement or Related Documents is false or misleading in any
     material respect at the time made or furnished, or becomes false or
     misleading at any time thereafter.

     Defective Collateralization.  This Agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of
     any Security Agreement to create a valid and perfected Security
     Interest) at any time and for any reason.

     Insolvency.  The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a
     receiver for any part of Borrower's property, any assignment for the
     benefit of creditors, any type of creditor workout, or the commencement
     of any proceeding under any bankruptcy or insolvency laws by or against
     Borrower.

     Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower, any
     creditor of any Grantor against any collateral securing the
     Indebtedness, or by any governmental agency.  This includes a
     garnishment, attachment, or levy on or of any of Borrower's deposit
     accounts with Lender.

     Events Affecting Guarantor.  Any of the preceding events occurs with
     respect to any Guarantor of any of the Indebtedness or any Guarantor
     dies or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any Guaranty of the Indebtedness.

     Change In Ownership.  Any change in ownership of twenty-five percent
     (25%) or more of the common stock of Borrower.

     Adverse Change.  A material adverse change occurs in Borrower's
     financial condition, or Lender believes the prospect of payment or
     performance of the Indebtedness is impaired.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except,
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make Loan Advances or disbursements), and, at Lender's option,
all Indebtedness immediately will become due and payable, all without notice of
any kind to Borrower, except that in the case of and Event of Default of the
type described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional.  In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise.  Except as may be prohibited by applicable law, all of Lender's
rights and remedies shall be cumulative and may be exercised singularly or
concurrently.  Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take
action to perform an obligation of Borrower or of any Grantor shall not affect
Lender's right to declare a default and to exercise its rights and remedies.


                                     -66-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 13
Loan No 982000806                (Continued)

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     Amendments.  This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to
     the matters set forth in this Agreement.  No alteration of or amendment
     to this Agreement shall be effective unless given in writing and signed
     by the party or parties sought to be charged or bound by the alteration
     or amendment.

     Applicable Law.  This Agreement has been delivered to Lender and
     accepted by Lender in the State of Nevada.  If there is a lawsuit,
     Borrower agrees upon Lender's request to submit to the jurisdiction of
     the courts of Washoe County, the State of Nevada (Initial Here /s/ BF
     /s/ BF).  This Agreement shall be governed by and construed in
     accordance with the laws of the State of Nevada.

     Caption Headings.  Caption headings in this Agreement are for
     convenience purposes only and are not to be used to interpret or define
     the provisions of this Agreement.

     Multiple Parties; Corporate Authority.  All obligations of Borrower
     under this Agreement shall be joint and several, and all references to
     Borrower shall mean each and every Borrower.  This means that each of
     the persons signing below is responsible for all obligations in this
     Agreement.

     Consent to Loan Participation.  Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interest in the Loans to one or more purchasers, whether related or
     unrelated to Lender.  Lender may provide, without any limitation
     whatsoever, to any one or more purchasers, or potential purchasers, any
     information or knowledge Lender may have about Borrower or about any
     other matter relating to the Loan, and Borrower hereby waives any rights
     to privacy it may have with respect to such matters.  Borrower
     additionally waives any and all notices of sale of participation
     interests, as well as all notices of any repurchase of such
     participation interests.  Borrower also agrees that the purchasers of
     any such participation interests will be considered as the absolute
     owners of such interests in the Loans and will have all the rights
     granted under the participation agreement or agreements governing the
     sale of such participation interests.  Borrower further waives all
     rights of offset or counterclaim that it may have now or later against
     Lender or against any purchaser of such a participation interest and
     unconditionally agrees that either Lender or such purchaser may enforce
     Borrower's obligation under the Loans irrespective of the failure or
     insolvency of any holder of any interest in the Loans.  Borrower further
     agrees that the purchaser of any such participation interests may
     enforce its interest irrespective of any personal claims or defenses
     that Borrower may have against Lender.

     Costs and Expenses.  Borrower agrees to pay upon demand all of Lender's
     expenses, including without limitation attorneys' fees, incurred in


                                     -67-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 14
Loan No 982000806                (Continued)

     connection with the preparation, execution, enforcement, modification
     and collection of this Agreement or in connection with the Loans made
     pursuant to this Agreement.  Lender may pay someone else to help collect
     the Loans and to enforce this Agreement, and Borrower will pay that
     amount.  This includes, subject to any limits under applicable law,
     Lender's attorneys' fees and Lender's legal expenses, whether or not
     there is a lawsuit, including attorneys' fees for bankruptcy proceedings
     (including efforts to modify or vacate any automatic stay or
     injunction), appeals, and any anticipated post-judgment collections
     services.  Borrower also will pay any court costs, in addition to all
     other sums provided by law.

     Notices.  All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise
     required by law), and shall be effective when actually delivered or when
     deposited with a nationally recognized overnight courier or deposited in
     the United States mail, first class, postage prepaid, addressed to the
     party to whom the notice is to be given at the address shown above.  Any
     party may its address for notices under this Agreement by giving formal
     written notice to the other parties, specifying that the purpose of the
     notice is to change the party's address.  To the extent permitted by
     applicable law, if there is more than one Borrower, notice to any
     Borrower will constitute notice to all Borrowers.  For notice purposes,
     Borrower will keep Lender informed at all times of Borrower's current
     address(es).

     Severability.  If a court of competent jurisdiction finds any provision
     of this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances.  If feasible,
     any such offending provision shall be deemed to be modified to be within
     the limits of enforceability or validity; however, if the offending
     provision cannot be so modified, it shall be stricken and all other
     provisions of this Agreement in all other respects shall remain valid
     and enforceable.

     Subsidiaries and Affiliates of Borrower.  To the extent the context of
     any provisions of this Agreement makes it appropriate, including without
     limitation any representation, warranty or covenant, the word "Borrower"
     as used herein shall include all subsidiaries and affiliates of
     Borrower.  Notwithstanding the foregoing however, under no circumstances
     shall this Agreement be construed to require Lender to make any Loan or
     other financial accommodation to any subsidiary or affiliate of
     Borrower.

     Successors and Assigns.  All covenants and agreements contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure
     to the benefit of Lender, its successors and assigns.  Borrower shall
     not, however, have the right to assign its rights under this Agreement
     or any interest therein, without the prior written consent of Lender.

     Survival.  All warranties, representations, and covenants made by
     Borrower in this Agreement or in any certificate or other instrument


                                     -68-
11-17-1999                 BUSINESS LOAN AGREEMENT                    Page 15
Loan No 982000806                (Continued)

     delivered by Borrower to Lender under this Agreement shall be considered
     to have been relied upon by Lender an will survive the making of the
     Loan and delivery to Lender of the Related Documents, regardless of any
     investigation made by Lender or on Lender's behalf.

     Time Is of the Essence.  Time is of the essence in the performance of
     this Agreement.

     Waiver.  Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by Lender.
     No delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right.  A waiver by
     Lender of a provision of this Agreement shall not prejudice or
     constitute a waiver of Lender's right otherwise to demand strict
     compliance with that provision or any other provision of this Agreement.
     No prior waiver by Lender, nor any course of dealing between Lender and
     Borrower, or between Lender and any Grantor, shall constitute a waiver
     of any of Lender's rights or of any obligations of Borrower or of any
     Grantor as to any future transactions.  Whenever the consent of Lender
     is required under this Agreement, the granting of such consent by Lender
     in any instance shall not constitute continuing consent in subsequent
     instances where such consent is required, and in all cases such consent
     may be granted or withheld in the sole discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED AS OF
November 17, 1999.

BORROWER:
GOLDEN ROAD MOTOR INN, INC. dba  ATLANTIS CASINO RESORT

By:  /s/ BAHRAM FARAHI              By: /s/ BEN FARAHI
    ---------------------------        -------------------------------------
     BAHRAM FARAHI, PRESIDENT           BEN FARAHI, CHIEF FINANCIAL OFFICER

LENDER:
COLONIAL BANK

By: /s/ TOM NEWMAN
    ---------------------
    Authorized Officer














                                     -69-
                             COMMERCIAL GUARANTY

Principal $1,000,000:  Loan Date 11-17-1999:  Maturity 04-05-2001:
Loan No. 982000806:  Call 50:  Collateral 010:  Account --:
Officer TMN:  Initials --

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower:  GOLDEN ROAD MOTOR INN, INC.         Lender:  COLONIAL BANK
           dba: ATLANTIS CASINO RESORT                  P.O. Box 7498
           1175 West Moana Lane                         Reno, NV 89510
           Reno, NV 89509

Guarantor:  JOHN FARAHI
            4095 Odile Court
            Reno, NV  89511

AMOUNT OF GUARANTY.  The amount of this Guaranty is Unlimited.

CONTINUING UNLIMITED GUARANTY.  For good and valuable consideration, JOHN
FARAHI ("Guarantor") absolutely and unconditionally guarantees and promises to
pay to COLONIAL BANK ("Lender") or its order, in legal tender of the United
States of America, the Indebtedness (as that term is defined below) of GOLDEN
ROAD MOTOR INN, INC. dba ATLANTIS CASINO RESORT ("Borrower") to Lender on the
terms and conditions set forth in this Guaranty.  Under this Guaranty, the
liability of Guarantor is unlimited and the obligations of Guarantor are
continuing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Guaranty:

     Borrower.  The word "Borrower" means GOLDEN ROAD MOTOR INN, INC. dba
     ATLANTIS CASINO RESORT.

     Guarantor.  The word "Guarantor" means JOHN FARAHI.

     Guaranty.  The word "Guaranty" means this Guaranty made by Guarantor for
     the benefit of Lender dated November 17, 1999.

     Indebtedness.  The word "Indebtedness" is used in its most comprehensive
     sense and means and includes any and all of Borrower's liabilities,
     obligations, debts, and indebtedness to Lender, now existing or
     hereinafter incurred or created, including, without limitation, all
     loans, advances, interest, costs, debts, overdraft indebtedness, credit
     card indebtedness, lease obligations, other obligations, and liabilities
     of Borrower, or any of them, and any present or future judgments against
     Borrower, or any of them; and whether any such Indebtedness is
     voluntarily or involuntarily incurred, due or not due, absolute or
     contingent, liquidated or unliquidated, determined or undetermined;
     whether Borrower may be liable individually or jointly with others, or
     primarily or secondarily, or as guarantor or surety; whether recovery on
     the Indebtedness may be or may become barred or unenforceable against
     Borrower for any reason whatsoever; and whether the Indebtedness arises
     from transactions which may be voidable on account of infancy, insanity,
     ultra vires, or otherwise.

                                     -70-
11-17-1999                   COMMERCIAL GUARANTY                      Page 2
Loan No 982000806                (Continued)

     Lender.  The word "Lender" means COLONIAL BANK, its successors and
     assigns.

     Related Documents.  The words "Related Documents" mean and include
     without limitation all promissory notes, credit agreements, loan
     agreements, environmental agreements, guaranties, security agreements,
     mortgages, deeds of trust, and all other instruments, agreements and
     documents, whether now or hereafter existing, executed in connection
     with the Indebtedness.

NATURE OF GUARANTY.  Guarantor's liability under this Guaranty shall be open
and continuous for so long as this Guaranty remains in force.  Guarantor
intends to guarantee at all times the performance and prompt payment when due,
whether at maturity or earlier by reason of acceleration or otherwise, of all
Indebtedness.  Accordingly, no payments made upon the Indebtedness will
discharge or diminish the continuing liability of Guarantor in connection with
any remaining portions of the Indebtedness or any of the Indebtedness which
subsequently arises or is thereafter incurred or contracted.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor
or to Borrower, and will continue in full force until all Indebtedness incurred
or contracted before receipt by Lender of any notice of revocation shall have
been fully and finally paid and satisfied and all other obligations of
Guarantor under this Guaranty shall have been performed in full.  If Guarantor
elects to revoke this Guaranty, Guarantor may only do so in writing.
Guarantor's written notice of revocation must be mailed to Lender, by certified
mail, at the address of Lender listed above or such other place as Lender may
designate in writing.  Written revocation of this Guaranty will apply only to
advances or new Indebtedness created after actual receipt by Lender of
Guarantor's written revocation.  For this purpose and without limitation, the
term "new Indebtedness" does not include Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due and
which later becomes absolute, liquidated, determined or due.  This Guaranty
will continue to bind Guarantor for all Indebtedness incurred by Borrower or
committed by Lender prior to receipt of Guarantor's written notice of
revocation, including any extensions, renewals, substitutions or modifications
of the Indebtedness.  All renewals, extensions, substitutions, and
modifications of the Indebtedness granted after Guarantor's revocation, are
contemplated under this Guaranty and, specifically will not be considered to be
new Indebtedness.  This Guaranty shall bind the estate of Guarantor as to
Indebtedness created both before and after the death or incapacity of
Guarantor, regardless of Lender's actual notice of Guarantor's death.  Subject
to the foregoing, Guarantor's executor or administrator or other legal
representative may terminate this Guaranty in the same manner in which
Guarantor might have terminated it and with the same effect.  Release of any
other guarantor or termination of any other guaranty of the Indebtedness shall
not affect the liability of Guarantor under this Guaranty.  A revocation
received by Lender from any one or more Guarantors shall not affect the
liability of any remaining Guarantors under this Guaranty.  It is anticipated
that fluctuations may occur in the aggregate


                                     -71-
11-17-1999                   COMMERCIAL GUARANTY                      Page 3
Loan No 982000806                (Continued)

amount of Indebtedness covered by this Guaranty, and it is specifically
acknowledged and agreed by Guarantor that reductions in the amount of
Indebtedness, even to zero dollars ($0.00), prior to written revocation of this
Guaranty by Guarantor shall not constitute a termination of this Guaranty.
This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and
assigns so long as any of the guaranteed Indebtedness remains unpaid and even
though the Indebtedness guaranteed may from time to time be zero dollars
($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either
before or after any revocation hereof, without notice or demand and without
lessening Guarantor's liability under this Guaranty, from time to time: (a)
prior to revocation as set forth above, to make one or more additional secured
or unsecured loans to Borrower, to lease equipment or other goods to Borrower,
or otherwise to extend additional credit to Borrower; (b) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(c) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (d) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (e) to determine how, when and what
application of payments and credits shall be made on the Indebtedness; (f) to
apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion
may determine; (g) to sell, transfer, assign, or grant participations in all or
any part of the Indebtedness; and (h) to assign or transfer this Guaranty in
whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (a) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this
Guaranty; (b) this Guaranty is executed at Borrower's request and not at the
request of Lender; (c) Guarantor has full power, right and authority to enter
into this Guaranty; (d) the provisions of this Guaranty do not conflict with or
result in a default under any agreement or other instrument binding upon
Guarantor and do not result in a violation of any law, regulation, court decree
or order applicable to Guarantor; (e) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber,
hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets, or any interest therein; (f) upon Lender's request,
Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has
been, and all future financial information which will be provided to Lender is
and will be true and correct in all material respects and fairly present the
financial condition of Guarantor as of the dates the financial information is
provided; (g) no material adverse change has occurred in Guarantor's financial
condition since the date of the most recent financial


                                     -72-
11-17-1999                   COMMERCIAL GUARANTY                      Page 4
Loan No 982000806                (Continued)

statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (h) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made
no representation to Guarantor as to the creditworthiness of Borrower; and (j)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition.
Guarantor agrees to keep adequately informed from such means of any facts,
events, or circumstances which might in any way affect Guarantor's risks under
this Guaranty, and Guarantor further agrees that, absent a request for
information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship
with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (a) to continue lending money or to extend other
credit to Borrower; (b) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (c) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (d) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (e) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (f) to pursue any other
remedy within Lender's power; or (g) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower,
by subrogation or otherwise, so that at no time shall Guarantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (a)
any "one action" or "anti-deficiency" law or any other law which may prevent
Lender from bringing any action, including a claim for deficiency, against
Guarantor, before or after Lender's commencement or completion of any
foreclosure action, either judicially or by exercise of a power of sale; (b)
any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor's subrogation rights or Guarantor's rights to proceed against
Borrower for reimbursement, including without limitation, any loss of rights
Guarantor may suffer by reason of any law limiting, qualifying, or discharging
the Indebtedness; (c) any disability or other defense of Borrower, of any other
guarantor, or of any other person, or by reason of the


                                     -73-
11-17-1999                   COMMERCIAL GUARANTY                      Page 5
Loan No 982000806                (Continued)

cessation of Borrower's liability from any cause whatsoever, other than payment
in full in legal tender, of the Indebtedness; (d) any right to claim discharge
of the Indebtedness on the basis of unjustified impairment of any collateral
for the Indebtedness; (e) any statute of limitations, if at any time any action
or suit brought by Lender against Guarantor is commenced there is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable
statute of limitations; or (f) any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtedness.  If
payment is made by Borrower, whether voluntarily or otherwise, or by any third
party, on the Indebtedness and thereafter Lender is forced to remit the amount
of that payment to Borrower's trustee in bankruptcy or to any similar person
under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of enforcement of this
Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such
claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS.  Guarantor warrants and
agrees that each of the waivers set forth above is made with Guarantor's full
knowledge of its significance and consequences and that, under the
circumstances, the waivers are reasonable and not contrary to public policy or
law.  If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by
law or public policy.

LENDER'S RIGHT OF SETOFF.  In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender
by law, Lender shall have, with respect to Guarantor's obligations to Lender
under this Guaranty and to the extent permitted by law, a contractual security
interest in and a right of setoff against, and Guarantor hereby assigns,
conveys, delivers, pledges, and transfers to Lender all of Guarantor's right,
title and interest in and to, all deposits, moneys, securities and other
property of Guarantor now or hereafter in the possession of or on deposit with
Lender, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however all IRA, Keogh, and trust accounts.  Every such security
interest and right of setoff may be exercised without demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have
been waived by any act or conduct on the part of Lender or by any neglect to
exercise such right of setoff or to enforce such security interest or by any
delay in so doing.  Every right of setoff and security interest shall continue
in full force and effect until such right of setoff or security interest is
specifically waived or released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be prior to any claim that Guarantor may now have or hereafter


                                     -74-
11-17-1999                   COMMERCIAL GUARANTY                      Page 6
Loan No 982000806                (Continued)

acquire against Borrower, whether or not Borrower becomes insolvent.  Guarantor
hereby expressly subordinates any claim Guarantor may have against Borrower,
upon any account whatsoever, to any claim that Lender may now or hereafter have
against Borrower.  In the event of insolvency and consequent liquidation of the
assets of Borrower, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of Borrower
applicable to the payment of the claims of both Lender and Guarantor shall be
paid to Lender and shall be first applied by Lender to the Indebtedness of
Borrower to Lender.  Guarantor does hereby assign to Lender all claims which it
may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be
effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness.  If Lender so requests, any notes or credit
agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this
Guaranty and shall be delivered to Lender.  Guarantor agrees, and Lender hereby
is authorized, in the name of Guarantor, from time to time to execute and file
financing statements and continuation statements and to execute such other
documents and to take such other actions as Lender deems necessary or
appropriate to perfect, preserve and enforce its rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments.  This Guaranty, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to
     the matters set forth in this Guaranty.  No alteration of or amendment
     to this Guaranty shall be effective unless given in writing and signed
     by the party or parties sought to be charged or bound by the alteration
     or amendment.

     Applicable Law.  This Guaranty has been delivered to Lender and accepted
     by Lender in the State of Nevada.  If there is a lawsuit, Guarantor
     agrees upon Lender's request to submit to the jurisdiction of the courts
     of Washoe County, State of Nevada.  (Initial Here      )  This Guaranty
     shall be governed by and construed in accordance with the laws of the
     State of Nevada.

     Attorneys' Fees; Expenses.  Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including attorneys' fees and Lender's
     legal expenses, incurred in connection with the enforcement of this
     Guaranty.  Lender may pay someone else to help enforce this Guaranty,
     and Guarantor shall pay the costs and expenses of such enforcement.
     Costs and expenses include Lender's attorneys' fees and legal expenses
     whether or not there is a lawsuit, including attorneys' fees and legal
     expenses for bankruptcy proceedings (and including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services.  Guarantor also shall pay all court
     costs and such additional fees as may be directed by the court.

     Notices.  All notices required to be given by either party to the other
     under this Guaranty shall be in writing, may be sent by telefacsimile


                                     -75-
11-17-1999                   COMMERCIAL GUARANTY                      Page 7
Loan No 982000806                (Continued)

     (unless otherwise required by law), and, except for revocation notices
     by Guarantor, shall be effective when actually delivered or when
     deposited with a nationally recognized overnight courier, or when
     deposited in the United States mail, first class postage prepaid,
     addressed to the party to whom the notice is to be given at the address
     shown above or to such other addresses as either party may designate to
     the other in writing.  All revocation notices by Guarantor shall be in
     writing and shall be effective only upon delivery to Lender as provided
     above in the section titled "DURATION OF GUARANTY."  If there is more
     than one Guarantor, notice to any Guarantor will constitute notice to
     all Guarantors.  For notice purposes, Guarantor agrees to keep Lender
     informed at all times of Guarantor's current address.

     Interpretation.  In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and
     construction so require; and where there is more than one Borrower named
     in this Guaranty or when this Guaranty is executed by more than one
     Guarantor, the words "Borrower" and "Guarantor" respectively shall mean
     all and any one or more of them.  The words "Guarantor," "Borrower," and
     "Lender" include the heirs, successors, assigns, and transferees of each
     of them.  Caption headings in this Guaranty are for convenience purposes
     only and are not to be used to interpret or define the provisions of
     this Guaranty.  If a court of competent jurisdiction finds any provision
     of this Guaranty to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances, and all
     provisions of this Guaranty in all other respects shall remain valid and
     enforceable.  If any one or more of Borrower or Guarantor are
     corporations or partnerships, it is not necessary for Lender to inquire
     into the powers of Borrower or Guarantor or of the officers, directors,
     partners, or agents acting or purporting to act on their behalf, and any
     Indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Waiver.  Lender shall not be deemed to have waived any rights under this
     Guaranty unless such waiver is given in writing and signed by Lender.
     No delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right.  A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute
     a waiver of Lender's right otherwise to demand strict compliance with
     that provision or any other provision of this Guaranty.  No prior waiver
     by Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions.  Whenever the consent of
     Lender is required under this Guaranty, the granting of such consent by
     Lender in any instance shall not constitute continuing consent to
     subsequent instances where such consent is required and in all cases
     such consent may be granted or withheld in the sole discretion of
     Lender.





                                     -76-
11-17-1999                   COMMERCIAL GUARANTY                      Page 8
Loan No 982000806                (Continued)

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY."  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED NOVEMBER 17, 1999.

GUARANTOR:

/s/ JOHN FARAHI
--------------------------------
 JOHN FARAHI










































                                     -77-
                             COMMERCIAL GUARANTY

Principal $1,000,000:  Loan Date 11-17-1999:  Maturity 04-05-2001:
Loan No. 982000806:  Call 50:  Collateral 010:  Account --:
Officer TMN:  Initials --

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower:  GOLDEN ROAD MOTOR INN, INC.         Lender:  COLONIAL BANK
           dba: ATLANTIS CASINO RESORT                  P.O. Box 7498
           1175 West Moana Lane                         Reno, NV 89510
           Reno, NV 89509

Guarantor:  BAHRAM FARAHI
            2775 Lakeridge Shores
            Reno, NV  89509

AMOUNT OF GUARANTY.  The amount of this Guaranty is Unlimited.

CONTINUING UNLIMITED GUARANTY.  For good and valuable consideration, BAHRAM
FARAHI ("Guarantor") absolutely and unconditionally guarantees and promises to
pay to COLONIAL BANK ("Lender") or its order, in legal tender of the United
States of America, the Indebtedness (as that term is defined below) of GOLDEN
ROAD MOTOR INN, INC. dba ATLANTIS CASINO RESORT ("Borrower") to Lender on the
terms and conditions set forth in this Guaranty.  Under this Guaranty, the
liability of Guarantor is unlimited and the obligations of Guarantor are
continuing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Guaranty:

     Borrower.  The word "Borrower" means GOLDEN ROAD MOTOR INN, INC. dba
     ATLANTIS CASINO RESORT.

     Guarantor.  The word "Guarantor" means BAHRAM FARAHI.

     Guaranty.  The word "Guaranty" means this Guaranty made by Guarantor for
     the benefit of Lender dated November 17, 1999.

     Indebtedness.  The word "Indebtedness" is used in its most comprehensive
     sense and means and includes any and all of Borrower's liabilities,
     obligations, debts, and indebtedness to Lender, now existing or
     hereinafter incurred or created, including, without limitation, all
     loans, advances, interest, costs, debts, overdraft indebtedness, credit
     card indebtedness, lease obligations, other obligations, and liabilities
     of Borrower, or any of them, and any present or future judgments against
     Borrower, or any of them; and whether any such Indebtedness is
     voluntarily or involuntarily incurred, due or not due, absolute or
     contingent, liquidated or unliquidated, determined or undetermined;
     whether Borrower may be liable individually or jointly with others, or
     primarily or secondarily, or as guarantor or surety; whether recovery on
     the Indebtedness may be or may become barred or unenforceable against
     Borrower for any reason whatsoever; and whether the Indebtedness arises
     from transactions which may be voidable on account of infancy, insanity,
     ultra vires, or otherwise.


                                     -78-
11-17-1999                   COMMERCIAL GUARANTY                      Page 2
Loan No 982000806                (Continued)

     Lender.  The word "Lender" means COLONIAL BANK, its successors and
     assigns.

     Related Documents.  The words "Related Documents" mean and include
     without limitation all promissory notes, credit agreements, loan
     agreements, environmental agreements, guaranties, security agreements,
     mortgages, deeds of trust, and all other instruments, agreements and
     documents, whether now or hereafter existing, executed in connection
     with the Indebtedness.

NATURE OF GUARANTY.  Guarantor's liability under this Guaranty shall be open
and continuous for so long as this Guaranty remains in force.  Guarantor
intends to guarantee at all times the performance and prompt payment when due,
whether at maturity or earlier by reason of acceleration or otherwise, of all
Indebtedness.  Accordingly, no payments made upon the Indebtedness will
discharge or diminish the continuing liability of Guarantor in connection with
any remaining portions of the Indebtedness or any of the Indebtedness which
subsequently arises or is thereafter incurred or contracted.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor
or to Borrower, and will continue in full force until all Indebtedness incurred
or contracted before receipt by Lender of any notice of revocation shall have
been fully and finally paid and satisfied and all other obligations of
Guarantor under this Guaranty shall have been performed in full.  If Guarantor
elects to revoke this Guaranty, Guarantor may only do so in writing.
Guarantor's written notice of revocation must be mailed to Lender, by certified
mail, at the address of Lender listed above or such other place as Lender may
designate in writing.  Written revocation of this Guaranty will apply only to
advances or new Indebtedness created after actual receipt by Lender of
Guarantor's written revocation.  For this purpose and without limitation, the
term "new Indebtedness" does not include Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due and
which later becomes absolute, liquidated, determined or due.  This Guaranty
will continue to bind Guarantor for all Indebtedness incurred by Borrower or
committed by Lender prior to receipt of Guarantor's written notice of
revocation, including any extensions, renewals, substitutions or modifications
of the Indebtedness.  All renewals, extensions, substitutions, and
modifications of the Indebtedness granted after Guarantor's revocation, are
contemplated under this Guaranty and, specifically will not be considered to be
new Indebtedness.  This Guaranty shall bind the estate of Guarantor as to
Indebtedness created both before and after the death or incapacity of
Guarantor, regardless of Lender's actual notice of Guarantor's death.  Subject
to the foregoing, Guarantor's executor or administrator or other legal
representative may terminate this Guaranty in the same manner in which
Guarantor might have terminated it and with the same effect.  Release of any
other guarantor or termination of any other guaranty of the Indebtedness shall
not affect the liability of Guarantor under this Guaranty.  A revocation
received by Lender from any one or more Guarantors shall not affect the
liability of any remaining Guarantors under this Guaranty.  It is anticipated
that fluctuations may occur in the aggregate


                                     -79-
11-17-1999                   COMMERCIAL GUARANTY                      Page 3
Loan No 982000806                (Continued)

amount of Indebtedness covered by this Guaranty, and it is specifically
acknowledged and agreed by Guarantor that reductions in the amount of
Indebtedness, even to zero dollars ($0.00), prior to written revocation of this
Guaranty by Guarantor shall not constitute a termination of this Guaranty.
This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and
assigns so long as any of the guaranteed Indebtedness remains unpaid and even
though the Indebtedness guaranteed may from time to time be zero dollars
($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either
before or after any revocation hereof, without notice or demand and without
lessening Guarantor's liability under this Guaranty, from time to time: (a)
prior to revocation as set forth above, to make one or more additional secured
or unsecured loans to Borrower, to lease equipment or other goods to Borrower,
or otherwise to extend additional credit to Borrower; (b) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(c) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (d) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (e) to determine how, when and what
application of payments and credits shall be made on the Indebtedness; (f) to
apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion
may determine; (g) to sell, transfer, assign, or grant participations in all or
any part of the Indebtedness; and (h) to assign or transfer this Guaranty in
whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (a) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this
Guaranty; (b) this Guaranty is executed at Borrower's request and not at the
request of Lender; (c) Guarantor has full power, right and authority to enter
into this Guaranty; (d) the provisions of this Guaranty do not conflict with or
result in a default under any agreement or other instrument binding upon
Guarantor and do not result in a violation of any law, regulation, court decree
or order applicable to Guarantor; (e) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber,
hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets, or any interest therein; (f) upon Lender's request,
Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has
been, and all future financial information which will be provided to Lender is
and will be true and correct in all material respects and fairly present the
financial condition of Guarantor as of the dates the financial information is
provided; (g) no material adverse change has occurred in Guarantor's financial
condition since the date of the most recent financial


                                     -80-
11-17-1999                   COMMERCIAL GUARANTY                      Page 4
Loan No 982000806                (Continued)

statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (h) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made
no representation to Guarantor as to the creditworthiness of Borrower; and (j)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition.
Guarantor agrees to keep adequately informed from such means of any facts,
events, or circumstances which might in any way affect Guarantor's risks under
this Guaranty, and Guarantor further agrees that, absent a request for
information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship
with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (a) to continue lending money or to extend other
credit to Borrower; (b) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (c) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (d) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (e) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (f) to pursue any other
remedy within Lender's power; or (g) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower,
by subrogation or otherwise, so that at no time shall Guarantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (a)
any "one action" or "anti-deficiency" law or any other law which may prevent
Lender from bringing any action, including a claim for deficiency, against
Guarantor, before or after Lender's commencement or completion of any
foreclosure action, either judicially or by exercise of a power of sale; (b)
any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor's subrogation rights or Guarantor's rights to proceed against
Borrower for reimbursement, including without limitation, any loss of rights
Guarantor may suffer by reason of any law limiting, qualifying, or discharging
the Indebtedness; (c) any disability or other defense of Borrower, of any other
guarantor, or of any other person, or by reason of the


                                     -81-
11-17-1999                   COMMERCIAL GUARANTY                      Page 5
Loan No 982000806                (Continued)

cessation of Borrower's liability from any cause whatsoever, other than payment
in full in legal tender, of the Indebtedness; (d) any right to claim discharge
of the Indebtedness on the basis of unjustified impairment of any collateral
for the Indebtedness; (e) any statute of limitations, if at any time any action
or suit brought by Lender against Guarantor is commenced there is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable
statute of limitations; or (f) any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtedness.  If
payment is made by Borrower, whether voluntarily or otherwise, or by any third
party, on the Indebtedness and thereafter Lender is forced to remit the amount
of that payment to Borrower's trustee in bankruptcy or to any similar person
under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of enforcement of this
Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such
claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS.  Guarantor warrants and
agrees that each of the waivers set forth above is made with Guarantor's full
knowledge of its significance and consequences and that, under the
circumstances, the waivers are reasonable and not contrary to public policy or
law.  If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by
law or public policy.

LENDER'S RIGHT OF SETOFF.  In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender
by law, Lender shall have, with respect to Guarantor's obligations to Lender
under this Guaranty and to the extent permitted by law, a contractual security
interest in and a right of setoff against, and Guarantor hereby assigns,
conveys, delivers, pledges, and transfers to Lender all of Guarantor's right,
title and interest in and to, all deposits, moneys, securities and other
property of Guarantor now or hereafter in the possession of or on deposit with
Lender, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however all IRA, Keogh, and trust accounts.  Every such security
interest and right of setoff may be exercised without demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have
been waived by any act or conduct on the part of Lender or by any neglect to
exercise such right of setoff or to enforce such security interest or by any
delay in so doing.  Every right of setoff and security interest shall continue
in full force and effect until such right of setoff or security interest is
specifically waived or released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be prior to any claim that Guarantor may now have or hereafter


                                     -82-
11-17-1999                   COMMERCIAL GUARANTY                      Page 6
Loan No 982000806                (Continued)

acquire against Borrower, whether or not Borrower becomes insolvent.  Guarantor
hereby expressly subordinates any claim Guarantor may have against Borrower,
upon any account whatsoever, to any claim that Lender may now or hereafter have
against Borrower.  In the event of insolvency and consequent liquidation of the
assets of Borrower, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of Borrower
applicable to the payment of the claims of both Lender and Guarantor shall be
paid to Lender and shall be first applied by Lender to the Indebtedness of
Borrower to Lender.  Guarantor does hereby assign to Lender all claims which it
may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be
effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness.  If Lender so requests, any notes or credit
agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this
Guaranty and shall be delivered to Lender.  Guarantor agrees, and Lender hereby
is authorized, in the name of Guarantor, from time to time to execute and file
financing statements and continuation statements and to execute such other
documents and to take such other actions as Lender deems necessary or
appropriate to perfect, preserve and enforce its rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments.  This Guaranty, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to
     the matters set forth in this Guaranty.  No alteration of or amendment
     to this Guaranty shall be effective unless given in writing and signed
     by the party or parties sought to be charged or bound by the alteration
     or amendment.

     Applicable Law.  This Guaranty has been delivered to Lender and accepted
     by Lender in the State of Nevada.  If there is a lawsuit, Guarantor
     agrees upon Lender's request to submit to the jurisdiction of the courts
     of Washoe County, State of Nevada.  (Initial Here      )  This Guaranty
     shall be governed by and construed in accordance with the laws of the
     State of Nevada.

     Attorneys' Fees; Expenses.  Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including attorneys' fees and Lender's
     legal expenses, incurred in connection with the enforcement of this
     Guaranty.  Lender may pay someone else to help enforce this Guaranty,
     and Guarantor shall pay the costs and expenses of such enforcement.
     Costs and expenses include Lender's attorneys' fees and legal expenses
     whether or not there is a lawsuit, including attorneys' fees and legal
     expenses for bankruptcy proceedings (and including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services.  Guarantor also shall pay all court
     costs and such additional fees as may be directed by the court.

     Notices.  All notices required to be given by either party to the other
     under this Guaranty shall be in writing, may be sent by telefacsimile


                                     -83-
11-17-1999                   COMMERCIAL GUARANTY                      Page 7
Loan No 982000806                (Continued)

     (unless otherwise required by law), and, except for revocation notices
     by Guarantor, shall be effective when actually delivered or when
     deposited with a nationally recognized overnight courier, or when
     deposited in the United States mail, first class postage prepaid,
     addressed to the party to whom the notice is to be given at the address
     shown above or to such other addresses as either party may designate to
     the other in writing.  All revocation notices by Guarantor shall be in
     writing and shall be effective only upon delivery to Lender as provided
     above in the section titled "DURATION OF GUARANTY."  If there is more
     than one Guarantor, notice to any Guarantor will constitute notice to
     all Guarantors.  For notice purposes, Guarantor agrees to keep Lender
     informed at all times of Guarantor's current address.

     Interpretation.  In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and
     construction so require; and where there is more than one Borrower named
     in this Guaranty or when this Guaranty is executed by more than one
     Guarantor, the words "Borrower" and "Guarantor" respectively shall mean
     all and any one or more of them.  The words "Guarantor," "Borrower," and
     "Lender" include the heirs, successors, assigns, and transferees of each
     of them.  Caption headings in this Guaranty are for convenience purposes
     only and are not to be used to interpret or define the provisions of
     this Guaranty.  If a court of competent jurisdiction finds any provision
     of this Guaranty to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances, and all
     provisions of this Guaranty in all other respects shall remain valid and
     enforceable.  If any one or more of Borrower or Guarantor are
     corporations or partnerships, it is not necessary for Lender to inquire
     into the powers of Borrower or Guarantor or of the officers, directors,
     partners, or agents acting or purporting to act on their behalf, and any
     Indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Waiver.  Lender shall not be deemed to have waived any rights under this
     Guaranty unless such waiver is given in writing and signed by Lender.
     No delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right.  A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute
     a waiver of Lender's right otherwise to demand strict compliance with
     that provision or any other provision of this Guaranty.  No prior waiver
     by Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions.  Whenever the consent of
     Lender is required under this Guaranty, the granting of such consent by
     Lender in any instance shall not constitute continuing consent to
     subsequent instances where such consent is required and in all cases
     such consent may be granted or withheld in the sole discretion of
     Lender.





                                     -84-
11-17-1999                   COMMERCIAL GUARANTY                      Page 8
Loan No 982000806                (Continued)

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY."  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED NOVEMBER 17, 1999.

GUARANTOR:

/s/ BAHRAM FARAHI
--------------------------------
 BAHRAM FARAHI










































                                     -85-
                             COMMERCIAL GUARANTY

Principal $1,000,000:  Loan Date 11-17-1999:  Maturity 04-05-2001:
Loan No. 982000806:  Call 50:  Collateral 010:  Account --:
Officer TMN:  Initials --

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower:  GOLDEN ROAD MOTOR INN, INC.         Lender:  COLONIAL BANK
           dba: ATLANTIS CASINO RESORT                  P.O. Box 7498
           1175 West Moana Lane                         Reno, NV 89510
           Reno, NV 89509

Guarantor:  BEN FARAHI
            2570 Spinnaker
            Reno, NV  89509

AMOUNT OF GUARANTY.  The amount of this Guaranty is Unlimited.

CONTINUING UNLIMITED GUARANTY.  For good and valuable consideration, BEN FARAHI
("Guarantor") absolutely and unconditionally guarantees and promises to pay to
COLONIAL BANK ("Lender") or its order, in legal tender of the United States of
America, the Indebtedness (as that term is defined below) of GOLDEN ROAD MOTOR
INN, INC. dba ATLANTIS CASINO RESORT ("Borrower") to Lender on the terms and
conditions set forth in this Guaranty.  Under this Guaranty, the liability of
Guarantor is unlimited and the obligations of Guarantor are continuing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Guaranty:

     Borrower.  The word "Borrower" means GOLDEN ROAD MOTOR INN, INC. dba
     ATLANTIS CASINO RESORT.

     Guarantor.  The word "Guarantor" means BEN FARAHI.

     Guaranty.  The word "Guaranty" means this Guaranty made by Guarantor for
     the benefit of Lender dated November 17, 1999.

     Indebtedness.  The word "Indebtedness" is used in its most comprehensive
     sense and means and includes any and all of Borrower's liabilities,
     obligations, debts, and indebtedness to Lender, now existing or
     hereinafter incurred or created, including, without limitation, all
     loans, advances, interest, costs, debts, overdraft indebtedness, credit
     card indebtedness, lease obligations, other obligations, and liabilities
     of Borrower, or any of them, and any present or future judgments against
     Borrower, or any of them; and whether any such Indebtedness is
     voluntarily or involuntarily incurred, due or not due, absolute or
     contingent, liquidated or unliquidated, determined or undetermined;
     whether Borrower may be liable individually or jointly with others, or
     primarily or secondarily, or as guarantor or surety; whether recovery on
     the Indebtedness may be or may become barred or unenforceable against
     Borrower for any reason whatsoever; and whether the Indebtedness arises
     from transactions which may be voidable on account of infancy, insanity,
     ultra vires, or otherwise.


                                     -86-
11-17-1999                   COMMERCIAL GUARANTY                      Page 2
Loan No 982000806                (Continued)

     Lender.  The word "Lender" means COLONIAL BANK, its successors and
     assigns.

     Related Documents.  The words "Related Documents" mean and include
     without limitation all promissory notes, credit agreements, loan
     agreements, environmental agreements, guaranties, security agreements,
     mortgages, deeds of trust, and all other instruments, agreements and
     documents, whether now or hereafter existing, executed in connection
     with the Indebtedness.

NATURE OF GUARANTY.  Guarantor's liability under this Guaranty shall be open
and continuous for so long as this Guaranty remains in force.  Guarantor
intends to guarantee at all times the performance and prompt payment when due,
whether at maturity or earlier by reason of acceleration or otherwise, of all
Indebtedness.  Accordingly, no payments made upon the Indebtedness will
discharge or diminish the continuing liability of Guarantor in connection with
any remaining portions of the Indebtedness or any of the Indebtedness which
subsequently arises or is thereafter incurred or contracted.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor
or to Borrower, and will continue in full force until all Indebtedness incurred
or contracted before receipt by Lender of any notice of revocation shall have
been fully and finally paid and satisfied and all other obligations of
Guarantor under this Guaranty shall have been performed in full.  If Guarantor
elects to revoke this Guaranty, Guarantor may only do so in writing.
Guarantor's written notice of revocation must be mailed to Lender, by certified
mail, at the address of Lender listed above or such other place as Lender may
designate in writing.  Written revocation of this Guaranty will apply only to
advances or new Indebtedness created after actual receipt by Lender of
Guarantor's written revocation.  For this purpose and without limitation, the
term "new Indebtedness" does not include Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due and
which later becomes absolute, liquidated, determined or due.  This Guaranty
will continue to bind Guarantor for all Indebtedness incurred by Borrower or
committed by Lender prior to receipt of Guarantor's written notice of
revocation, including any extensions, renewals, substitutions or modifications
of the Indebtedness.  All renewals, extensions, substitutions, and
modifications of the Indebtedness granted after Guarantor's revocation, are
contemplated under this Guaranty and, specifically will not be considered to be
new Indebtedness.  This Guaranty shall bind the estate of Guarantor as to
Indebtedness created both before and after the death or incapacity of
Guarantor, regardless of Lender's actual notice of Guarantor's death.  Subject
to the foregoing, Guarantor's executor or administrator or other legal
representative may terminate this Guaranty in the same manner in which
Guarantor might have terminated it and with the same effect.  Release of any
other guarantor or termination of any other guaranty of the Indebtedness shall
not affect the liability of Guarantor under this Guaranty.  A revocation
received by Lender from any one or more Guarantors shall not affect the
liability of any remaining Guarantors under this Guaranty.  It is anticipated
that fluctuations may occur in the aggregate


                                     -87-
11-17-1999                   COMMERCIAL GUARANTY                      Page 3
Loan No 982000806                (Continued)

amount of Indebtedness covered by this Guaranty, and it is specifically
acknowledged and agreed by Guarantor that reductions in the amount of
Indebtedness, even to zero dollars ($0.00), prior to written revocation of this
Guaranty by Guarantor shall not constitute a termination of this Guaranty.
This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and
assigns so long as any of the guaranteed Indebtedness remains unpaid and even
though the Indebtedness guaranteed may from time to time be zero dollars
($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either
before or after any revocation hereof, without notice or demand and without
lessening Guarantor's liability under this Guaranty, from time to time: (a)
prior to revocation as set forth above, to make one or more additional secured
or unsecured loans to Borrower, to lease equipment or other goods to Borrower,
or otherwise to extend additional credit to Borrower; (b) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(c) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (d) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (e) to determine how, when and what
application of payments and credits shall be made on the Indebtedness; (f) to
apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion
may determine; (g) to sell, transfer, assign, or grant participations in all or
any part of the Indebtedness; and (h) to assign or transfer this Guaranty in
whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (a) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this
Guaranty; (b) this Guaranty is executed at Borrower's request and not at the
request of Lender; (c) Guarantor has full power, right and authority to enter
into this Guaranty; (d) the provisions of this Guaranty do not conflict with or
result in a default under any agreement or other instrument binding upon
Guarantor and do not result in a violation of any law, regulation, court decree
or order applicable to Guarantor; (e) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber,
hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets, or any interest therein; (f) upon Lender's request,
Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has
been, and all future financial information which will be provided to Lender is
and will be true and correct in all material respects and fairly present the
financial condition of Guarantor as of the dates the financial information is
provided; (g) no material adverse change has occurred in Guarantor's financial
condition since the date of the most recent financial


                                     -88-
11-17-1999                   COMMERCIAL GUARANTY                      Page 4
Loan No 982000806                (Continued)

statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (h) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made
no representation to Guarantor as to the creditworthiness of Borrower; and (j)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition.
Guarantor agrees to keep adequately informed from such means of any facts,
events, or circumstances which might in any way affect Guarantor's risks under
this Guaranty, and Guarantor further agrees that, absent a request for
information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship
with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (a) to continue lending money or to extend other
credit to Borrower; (b) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (c) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (d) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (e) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (f) to pursue any other
remedy within Lender's power; or (g) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower,
by subrogation or otherwise, so that at no time shall Guarantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (a)
any "one action" or "anti-deficiency" law or any other law which may prevent
Lender from bringing any action, including a claim for deficiency, against
Guarantor, before or after Lender's commencement or completion of any
foreclosure action, either judicially or by exercise of a power of sale; (b)
any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor's subrogation rights or Guarantor's rights to proceed against
Borrower for reimbursement, including without limitation, any loss of rights
Guarantor may suffer by reason of any law limiting, qualifying, or discharging
the Indebtedness; (c) any disability or other defense of Borrower, of any other
guarantor, or of any other person, or by reason of the


                                     -89-
11-17-1999                   COMMERCIAL GUARANTY                      Page 5
Loan No 982000806                (Continued)

cessation of Borrower's liability from any cause whatsoever, other than payment
in full in legal tender, of the Indebtedness; (d) any right to claim discharge
of the Indebtedness on the basis of unjustified impairment of any collateral
for the Indebtedness; (e) any statute of limitations, if at any time any action
or suit brought by Lender against Guarantor is commenced there is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable
statute of limitations; or (f) any defenses given to guarantors at law or in
equity other than actual payment and performance of the Indebtedness.  If
payment is made by Borrower, whether voluntarily or otherwise, or by any third
party, on the Indebtedness and thereafter Lender is forced to remit the amount
of that payment to Borrower's trustee in bankruptcy or to any similar person
under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of enforcement of this
Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such
claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS.  Guarantor warrants and
agrees that each of the waivers set forth above is made with Guarantor's full
knowledge of its significance and consequences and that, under the
circumstances, the waivers are reasonable and not contrary to public policy or
law.  If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by
law or public policy.

LENDER'S RIGHT OF SETOFF.  In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender
by law, Lender shall have, with respect to Guarantor's obligations to Lender
under this Guaranty and to the extent permitted by law, a contractual security
interest in and a right of setoff against, and Guarantor hereby assigns,
conveys, delivers, pledges, and transfers to Lender all of Guarantor's right,
title and interest in and to, all deposits, moneys, securities and other
property of Guarantor now or hereafter in the possession of or on deposit with
Lender, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however all IRA, Keogh, and trust accounts.  Every such security
interest and right of setoff may be exercised without demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have
been waived by any act or conduct on the part of Lender or by any neglect to
exercise such right of setoff or to enforce such security interest or by any
delay in so doing.  Every right of setoff and security interest shall continue
in full force and effect until such right of setoff or security interest is
specifically waived or released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be prior to any claim that Guarantor may now have or hereafter


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Loan No 982000806                (Continued)

acquire against Borrower, whether or not Borrower becomes insolvent.  Guarantor
hereby expressly subordinates any claim Guarantor may have against Borrower,
upon any account whatsoever, to any claim that Lender may now or hereafter have
against Borrower.  In the event of insolvency and consequent liquidation of the
assets of Borrower, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of Borrower
applicable to the payment of the claims of both Lender and Guarantor shall be
paid to Lender and shall be first applied by Lender to the Indebtedness of
Borrower to Lender.  Guarantor does hereby assign to Lender all claims which it
may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be
effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness.  If Lender so requests, any notes or credit
agreements now or hereafter evidencing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this
Guaranty and shall be delivered to Lender.  Guarantor agrees, and Lender hereby
is authorized, in the name of Guarantor, from time to time to execute and file
financing statements and continuation statements and to execute such other
documents and to take such other actions as Lender deems necessary or
appropriate to perfect, preserve and enforce its rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments.  This Guaranty, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to
     the matters set forth in this Guaranty.  No alteration of or amendment
     to this Guaranty shall be effective unless given in writing and signed
     by the party or parties sought to be charged or bound by the alteration
     or amendment.

     Applicable Law.  This Guaranty has been delivered to Lender and accepted
     by Lender in the State of Nevada.  If there is a lawsuit, Guarantor
     agrees upon Lender's request to submit to the jurisdiction of the courts
     of Washoe County, State of Nevada.  (Initial Here      )  This Guaranty
     shall be governed by and construed in accordance with the laws of the
     State of Nevada.

     Attorneys' Fees; Expenses.  Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including attorneys' fees and Lender's
     legal expenses, incurred in connection with the enforcement of this
     Guaranty.  Lender may pay someone else to help enforce this Guaranty,
     and Guarantor shall pay the costs and expenses of such enforcement.
     Costs and expenses include Lender's attorneys' fees and legal expenses
     whether or not there is a lawsuit, including attorneys' fees and legal
     expenses for bankruptcy proceedings (and including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services.  Guarantor also shall pay all court
     costs and such additional fees as may be directed by the court.

     Notices.  All notices required to be given by either party to the other
     under this Guaranty shall be in writing, may be sent by telefacsimile


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Loan No 982000806                (Continued)

     (unless otherwise required by law), and, except for revocation notices
     by Guarantor, shall be effective when actually delivered or when
     deposited with a nationally recognized overnight courier, or when
     deposited in the United States mail, first class postage prepaid,
     addressed to the party to whom the notice is to be given at the address
     shown above or to such other addresses as either party may designate to
     the other in writing.  All revocation notices by Guarantor shall be in
     writing and shall be effective only upon delivery to Lender as provided
     above in the section titled "DURATION OF GUARANTY."  If there is more
     than one Guarantor, notice to any Guarantor will constitute notice to
     all Guarantors.  For notice purposes, Guarantor agrees to keep Lender
     informed at all times of Guarantor's current address.

     Interpretation.  In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and
     construction so require; and where there is more than one Borrower named
     in this Guaranty or when this Guaranty is executed by more than one
     Guarantor, the words "Borrower" and "Guarantor" respectively shall mean
     all and any one or more of them.  The words "Guarantor," "Borrower," and
     "Lender" include the heirs, successors, assigns, and transferees of each
     of them.  Caption headings in this Guaranty are for convenience purposes
     only and are not to be used to interpret or define the provisions of
     this Guaranty.  If a court of competent jurisdiction finds any provision
     of this Guaranty to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances, and all
     provisions of this Guaranty in all other respects shall remain valid and
     enforceable.  If any one or more of Borrower or Guarantor are
     corporations or partnerships, it is not necessary for Lender to inquire
     into the powers of Borrower or Guarantor or of the officers, directors,
     partners, or agents acting or purporting to act on their behalf, and any
     Indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Waiver.  Lender shall not be deemed to have waived any rights under this
     Guaranty unless such waiver is given in writing and signed by Lender.
     No delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right.  A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute
     a waiver of Lender's right otherwise to demand strict compliance with
     that provision or any other provision of this Guaranty.  No prior waiver
     by Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions.  Whenever the consent of
     Lender is required under this Guaranty, the granting of such consent by
     Lender in any instance shall not constitute continuing consent to
     subsequent instances where such consent is required and in all cases
     such consent may be granted or withheld in the sole discretion of
     Lender.





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Loan No 982000806                (Continued)

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY."  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED NOVEMBER 17, 1999.

GUARANTOR:

/s/ BEN FARAHI
--------------------------------
 BEN FARAHI










































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