<PAGE>
                                        NG&E DRAFT--September 4, 1997


                               WARRANT AGREEMENT
                               -----------------

     THIS WARRANT AGREEMENT (this "Agreement") is dated as of January 17,
1997, by and between Casinos U.S.A., Inc., a Colorado corporation (the
"Company"), and Astraea Investment Management, L.P., a Delaware limited
partnership, Lisa Paige Montrose, Janice Steinle, not individually but as
Trustee for the Bankruptcy Estate of Richard and Francine Frajola, and Gary L.
Shupp, P.C. (each a "Warrant Holder" and collectively, the "Warrant Holders").


                             W I T N E S S E T H:
                             --------------------

     WHEREAS, on October 18, 1995, the Company filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Colorado (the "Bankruptcy Court");

     WHEREAS, on December 16, 1996, the Bankruptcy Court entered an order (the
"Confirmation Order") confirming the Company's Second Amended Plan of
Reorganization dated September 4, 1996 (the "Plan");

     WHEREAS, the Plan and the Confirmation Order provide for the issuance to
Warrant Holders of warrants for the purchase of the Company's common stock, no
par value (the "Common Stock"); and

     WHEREAS, subject to the terms and provisions hereof, each Common Stock
purchase warrant (individually, a "Warrant", and, collectively, the
"Warrants") issued pursuant to the Plan, the Confirmation Order and this
Agreement entitle the Warrant Holder thereof to purchase one share of Common
Stock at the per share Exercise Price (as defined herein) (subject to
adjustment hereunder).

     NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties intending to be
legally bound hereby agree as follows:


                                   ARTICLE I

                                FORM OF WARRANT

     The Warrants shall be evidenced by a certificate (the "Warrant
Certificate"). The text of the Warrant Certificate (and the related forms of
exercise and assignment) shall be substantially in the form attached hereto as
Exhibit A and may have such identification, designation and information
thereon as the Company may deem appropriate and as is not inconsistent with
the provisions of this Agreement, or as may be required to comply with any law
or with any rule or regulation adopted pursuant thereto.


                                  ARTICLE II

             EXERCISE PRICE, VESTING, TERM, AND METHOD OF EXERCISE

     Section 2.01.  Exercise Price. Unless adjusted as provided in Article III
hereof, the Warrant Holders shall receive the following number of Warrants
from the Company: 

<PAGE>
<TABLE>
<S>       <C>                                          <C>
          Astraea Investment Management, L.P.          671,268
          Lisa Paige Montrose                          220,401
          Janice Steinle, Trustee for the 
             Bankruptcy Estate of
             Richard and Francine Frajola              72,213
          Gary L. Shupp, P.C.                          68,838
</TABLE>

The exercise price ("Exercise Price") for each share of Common Stock purchased
upon exercise of a Warrant issued hereunder shall be $0.01.

     Section 2.02.  Warrant Rights and Term. Each Warrant shall entitle the
Warrant Holder, upon exercise thereof and subject to the provisions thereof,
of the Plan and of this Agreement, including provisions relating to
adjustments upon the occurrence of certain events as set forth in Article III
hereof, to purchase from the Company one fully paid and nonassessable share of
Common Stock at the Exercise Price. All of the Warrants issued hereunder and
evidenced by the Warrant Certificate shall expire and no longer be exercisable
at 5:00 p.m. on January 17, 2004 (the "Expiration Date"). The Warrant shall be
exercisable at any time from one year after the date hereof and prior to the
Expiration Date, but only upon the occurrence of a Capital Event, as defined
in Section 3.04 of this Agreement. In the event that the Company, in
accordance with the provisions of its Articles of Incorporation and Bylaws,
negotiates a Capital Event within one year of the date hereof, the Warrant
Holder shall be entitled to exercise its Warrants. The Warrants shall
terminate after all indebtedness owed by the Company to the Warrant Holder has
been paid, even where the Expiration Date has not yet occurred, so long as
there has been no Capital Event prior to the payment of such indebtedness. Any
exercise of the Warrants by the Warrant Holder shall be subject to any
applicable rules, regulations, and/or approvals of the Colorado Gaming
Commission.

     Section 2.03.  Expiration. Each Warrant not exercised by 5:00 p.m. on the
Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Agreement shall thereupon cease.

     Section 2.04.  Method of Exercise. The Warrant Holder may exercise its
rights with respect to all or any whole number of Warrants evidenced by the
Warrant Certificate. Exercise shall be effected by surrender of the Warrant
Certificate, with the exercise form thereon duly executed, to the Company at
its offices as designated in Section 5.04 hereof, together with the Exercise
Price for each Warrant that is exercised. Payment of the Exercise Price shall
be made by (a) certified check payable in lawful money of the United States of
America to the order of the Company, or (b) wire transfer of immediately
available funds to an account designated by the Company.

     Upon receipt of the Warrant Certificate with the exercise form duly
executed and accompanied by full and proper payment of the Exercise Price for
the shares of Common Stock purchased thereby, the Company shall deliver to, or
in accordance with the instructions of, the Warrant Holder certificates for
the total number of shares of Common Stock for which the Warrants evidenced by
such Warrant Certificate are being exercised.

     In the event that the Warrant Holder shall exercise rights with respect
to less than all of the Warrants evidenced by the Warrant Certificate
surrendered upon the exercise of Warrants, a new Warrant Certificate for the
balance of such Warrants shall be delivered to, or in accordance with the
instructions of, the Warrant Holder.

     Section 2.05.  Cancellation of Warrants. In the event the Company shall
purchase or otherwise acquire the Warrants, the same shall thereupon be
delivered to the Company and be cancelled by it and retired. The Company shall
cancel any Warrant surrendered for exchange, substitution, transfer or
exercise in whole or in part.

     Section 2.06.  Transferability. Except as set forth in this Section 2.06,
the Warrants shall be non-transferable and any person that owns a controlling
interest in the Warrant Holder is prohibited from transferring that
controlling interest. The Warrant Holder may transfer the Warrants and all
rights thereunder and hereunder to an affiliate (as defined in the Plan) of
the Warrant Holder subject to applicable gaming and securities laws and
subject to the consent of the Holders of a majority of the Company's then
outstanding Common Stock, which consent shall not be unreasonably withheld.
Nothing in this Section 2.06 shall prohibit a Warrant Holder from transferring
its Warrants to another Warrant Holder, the Company or a Shareholder of the
Company.


                                  ARTICLE III

                  ADJUSTMENTS TO WARRANTS UPON CERTAIN EVENTS

     Section 3.01.  Mechanical Adjustments. The number of shares of Common
Stock purchasable upon the exercise of each Warrant (such shares being
referred to in this Article III as the "Warrant Shares") shall be subject to
adjustment as follows if any of the events listed in (a) - (b) below occur
prior to exercise of each Warrant:

          (a)  In case the Company shall (i) pay a dividend in shares of
     Common Stock or make a distribution in shares of Common Stock, (ii)
     subdivide or reclassify its outstanding shares of Common Stock into a
     greater number of shares, (iii) combine or reclassify its outstanding
     shares of Common Stock into a smaller number of shares, or (iv) cause to
     occur or suffer any other event that would dilute the Warrants, then the
     number of Warrant Shares in effect immediately prior to such action shall
     be proportionately adjusted so that the holder of any Warrant thereafter
     exercised may receive the aggregate number and kind of shares of capital
     stock of the Company that such Holder would have owned immediately
     following such action if such Warrant had been exercised immediately
     prior to such action. The adjustment shall become effective retroactive
     to the record date in the case of a dividend or distribution and
     immediately after the effective date in the case of a subdivision,
     combination or reclassification. If any dividend or distribution is not
     paid or made, the number of Warrant Shares shall be appropriately
     readjusted.

          (b)  Unless otherwise agreed in writing, in case the Company shall
     (i) sell or issue shares of its Common Stock, (ii) issue rights, options
     or warrants to subscribe for or purchase shares of Common Stock or (iii)
     issue or sell other rights or securities convertible into or for the
     purchase of shares of Common Stock (collectively, the "Securities"), then
     in each case the number of Warrant Shares thereafter purchasable upon the
     exercise of each Warrant shall be determined by multiplying the number of
     Warrant Shares theretofore purchasable upon exercise of each Warrant by a
     fraction, of which the numerator shall be the number of shares of Common
     Stock outstanding immediately prior to the issuance of such Securities
     plus the maximum number of additional shares of Common Stock offered for
     subscription or purchase, and of which the denominator shall be the
     number of shares of Common Stock outstanding immediately prior to the
     issuance of such Securities. To the extent that Securities expire
     unexercised, the number of Warrant Shares purchasable upon the exercise
     of each Warrant shall be readjusted to the number which would then be in
     effect had the adjustments made upon the issuance of such Securities been
     made upon the basis of only the number of shares of Common Stock
     delivered pursuant to Securities actually exercised.

          (c)  In the event that the provisions of this Article III fail as a
     result of an unintentional oversight to provide expressly for the
     adjustment of the number of Warrant Shares purchasable upon exercise of
     each Warrant under circumstances that, based upon the purposes and
     intentions expressed herein, would otherwise have been addressed, the
     Board shall, in good faith, cause an equitable adjustment to be made to
     the number of Warrant Shares purchasable upon exercise of each Warrant to
     correct such an oversight.

     Section 3.02.  Adjustment of Exercise Price. Whenever the number of
Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as
provided above, the Exercise Price payable upon exercise of each Warrant shall
be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of
Warrant Shares purchasable upon the exercise of each Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of
Warrant Shares so purchasable immediately thereafter.

     Section 3.03.  Notice of Adjustment. Whenever the number of Warrant
Shares purchasable upon the exercise of each Warrant is adjusted as provided
above, the Company shall promptly provide to the Warrant Holder, in accordance
with Section 5.04, a notice of such adjustment or adjustments which sets forth
the number of Warrant Shares purchasable upon the exercise of each Warrant
after such adjustment, a brief statement of the facts requiring such
adjustment and the computation by which such adjustment was made.

     Section 3.04.  Effect of Sale, Merger or Consolidation. In the event of
(a) any reclassification (other than a change in par value) of the Common
Stock or the exchange or cancellation of outstanding shares of Common Stock,
(b) any conversion of the Common Stock into securities or property (including
cash) of another corporation, (c) the consolidation of the Company with, or
the merger of the Company with or into, any other corporation, (d) in the
event of the sale of all or substantially all of the properties and assets of
the Company to any person in exchange for securities or other property
(including cash) or (e) any other recapitalization, issuance of shares or debt
instruments, refinancing or financial restructuring of the Company (each such
event hereinafter being referred to as a "Capital Event"), each Warrant shall
thereafter be exercisable upon the terms and conditions specified in this
Agreement and the Plan for the number of shares of stock or other securities
or property (including cash) of the Company or of the person into which shares
of Common Stock are converted or resulting from such consolidation or
surviving such merger or to which such sale shall be made, as the case may be,
to which the shares of Common Stock issuable (immediately prior to such
Capital Event) upon exercise of such Warrant would have been entitled upon
such Capital Event. In any such case, if necessary, the provisions set forth
in this Article III with respect to the rights and interests thereafter of the
Warrant Holder shall be appropriately adjusted so as to be reasonably
applicable to any shares of stock or other securities or property thereafter
deliverable on the exercise of the Warrants. The following shall not be
considered as a Capital Event under this Agreement: (a) the refinance of debts
not secured by the Real Estate (as defined in the Plan); (b) the granting of a
purchase money security interest to secure debt that does not exceed $50,000
to any one creditor (or its affiliates) or $125,000 in the aggregate; or (c)
the issuance of preferred stock to persons who would be qualified to have an
interest in the Company pursuant to the applicable rules, regulations and
requirements of the Colorado Gaming Commission governing entities holding
gaming licenses, and who contribute capital solely for the purposes of making
capital improvements to the Company's property.

     The subdivision or combination of shares of Common Stock at any time
outstanding into a greater or lesser number of shares of Common Stock shall
not be deemed to be a reclassification of the Common Stock of the Company for
the purpose of this Section. 

     Section 3.05.  Notice of Certain Events. In case at any time prior to the
Expiration Date:

          (a)  the Company shall authorize the granting to all the holders of
     Common Stock of rights to subscribe for or purchase any shares of stock
     of any class or of any other rights; or

          (b)  there shall be any reclassification of the Common Stock of the
     Company (other than a subdivision or combination of its outstanding
     Common Stock); or

          (c)  there shall be any Capital Event; or

          (d)  there shall be voluntary or involuntary dissolution,
     liquidation and winding up by the Company or extraordinary dividend or
     distribution to holders of Common Stock (other than the Company's
     customary cash and stock dividends); or

          (e)  any other event described in Section 3.01.

then in any one or more of said cases, the Company shall cause to be delivered
to each Warrant Holder, at the earliest practicable time (and, in any event,
not less than forty-five (45) days before any record date or other date set
for definitive action), notice of the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution or
subscription rights or such reorganization, sale, consolidation, merger,
dissolution, liquidation or winding up shall take place, as the case may be.
Such notice shall also set forth such facts as shall indicate the effect of
such action (to the extent such effect may be known at the date of such
notice) on the Exercise Price and the kind and amount of the shares of stock
and other securities and property deliverable upon exercise of the Warrants.
Such notice shall also specify the date, if known, as of which the holders of
record of the Common Stock shall participate in said dividend, distribution or
subscription rights or shall be entitled to exchange their shares of the
Common Stock for securities or other property (including cash) deliverable
upon such reorganization, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be.

     Section 3.06.  Effect of Adjustment on Warrant Certificates. The form of
Warrant Certificate need not be changed because of any change in the number of
Warrant Shares issuable upon the exercise of a Warrant or the number of
Warrants outstanding pursuant to this Article III, and Warrant Certificates
issued before or after such change may state the same Exercise Price, the same
number of Warrants and the same number of Warrant Shares issuable upon
exercise of Warrants as are stated in the Warrant Certificates theretofore
issued pursuant to this Agreement. The Company may, however, at any time, in
its sole discretion, make any change in the form of Warrant Certificate that
it may deem appropriate and that does not affect the substance thereof, and
any Warrant Certificates thereafter issued, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in
the form as so changed.


                                  ARTICLE IV
                  RIGHTS OF WARRANT HOLDERS; OTHER AGREEMENTS

     Section 4.01.  No Rights as Stockholders. 

     Except as provided in Section 4.02 hereof, the Warrant Holders, as such,
shall not be entitled to vote or to receive dividends or otherwise be deemed
to be the holders of shares of Common Stock for any purpose, nor shall
anything contained herein or in any Warrant Certificate be construed to confer
upon any Warrant Holder, as such, any of the rights of a stockholder of the
Company or any right to vote upon or give or withhold consent to any action of
the Company, receive notice of meetings or other action affecting stockholders
(except for notices expressly provided for in this Agreement or the Plan) or
receive dividends or subscription rights, until such Warrant Certificates
shall have been surrendered for exercise accompanied by full and proper
payment of the Exercise Price as provided in this Agreement and shares of
Common Stock thereunder shall have become issuable and until such person shall
have been deemed to have become a holder of record of such shares. If, at the
date of surrender of such Warrant Certificate and payment of such Exercise
Price, the transfer books for the Common Stock shall be closed, certificates
for the shares of Common Stock shall be issuable on the date on which such
books shall next be open (whether before, on or after the Expiration Date).
The Warrant Holders shall, upon the exercise of Warrants, not be entitled to
any dividends if the record date with respect to payment of such dividends
shall be a date prior to the date such shares of Common Stock became issuable
upon the exercise of such Warrants.

     Section 4.02.  Limited Voting Rights of Warrant Holders. The Warrant
Holders shall be entitled to call a vote of the holders of the Company's
Common Stock and Warrant Holders on whether any Capital Event enumerated in
Section 3.04 should be made or effectuated and the Company's board of
directors shall effectuate any transaction approved in such a vote in
accordance with applicable law, but the Warrant Holders shall not have the
right to call a vote of the holders of the Company's Common Stock and Warrant
Holders during the one year period after the date hereof. Shareholder approval
shall be required for any Capital Event. The Warrant Holders shall be entitled
to vote their Warrants as though each Warrant was one share of common stock on
any such Capital Event and the vote of a majority of the Warrants and the
Common Stock, voting as a single class, shall be required for a Capital Event,
but upon no other issue.

     Section 4.03.  Replacement Warrants. If any Warrant Certificate is lost,
stolen, mutilated or destroyed, the Company may, upon receipt of evidence
satisfactory to the Company of such loss, theft, mutilation or destruction and
on such terms as to indemnity or otherwise as the Company may in its
discretion require (which shall, in the case of a mutilated Warrant
Certificate, include the surrender thereof), issue a new Warrant Certificate
of like denomination and tenor as the lost, stolen, mutilated or destroyed
Certificate. Applicants for such substitute Warrant Certificates shall also
comply with such other reasonable regulations and pay any such reasonable
charges as the Company may prescribe. In the event any Warrant Certificate is
lost, stolen, mutilated or destroyed, and the owner thereof desires to
exercise the Warrants evidenced thereby, the Company may, in lieu of issuing a
substitute Warrant Certificate, authorize the exercise thereof upon receipt of
the above evidence and on such terms of indemnity as it may require.

     Section 4.04.  Maintenance of Sufficient and Proper Shares of Common
Stock.

          (a)  The Company shall at all times reserve and keep available a
     number of authorized shares of Common Stock sufficient to permit the
     exercise in full of all outstanding Warrants and shall use its best
     efforts to cause all shares of Common Stock issued upon the exercise of
     the Warrants to be listed on any exchanges on which the Common Stock is
     then listed.

          (b)  If at any time the taking of any action would cause an
     adjustment in the Exercise Price so that the exercise of a Warrant while
     such Exercise Price is in effect would cause a share of Common Stock to
     be issued at a price below its then par value, the Company shall take
     such action as may, in the opinion of its counsel, be necessary in order
     that it may validly and legally issue fully paid and nonassessable shares
     of Common Stock upon the exercise of the Warrants at such Exercise Price.

     Section 4.05.  Fractional Warrants. Anything herein to the contrary
notwithstanding, the Company shall not be required to issue fractions of
Warrants on any distribution of Warrants to Warrant Holders or to distribute
Warrant Certificates that evidence fractional Warrants.

     Section 4.06.  Legend. The Warrant Certificates shall bear the legend set
forth in Exhibit A hereto and the shares of Common Stock issuable upon the
exercise of the Warrants shall bear the following legend:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
     SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
     DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
     AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
     ACT AND SUCH LAWS.

     A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS,
     PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE
     VARIOUS CLASSES OF STOCK OR SERIES THEREOF MAY BE OBTAINED BY THE
     STOCKHOLDERS AND WARRANT HOLDERS OF THE COMPANY, WITHOUT CHARGE,
     FROM THE PRINCIPAL OFFICES OF THE COMPANY."

     Section 4.07.  No Dilution or Impairment. The Company will not, by
amendment of its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of the Warrants, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to
protect the rights of the holder of the Warrants against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of Common Stock receivable on
the exercise of the Warrants above the amount payable therefor on such
exercise, and (b) will not effect a subdivision or split-up of shares or
similar transaction with respect to any class of Common Stock of the Company
without effecting an equivalent transaction with respect to all other classes
of Common Stock of the Company.

     4.08.     No Liens, etc. All securities that may be issued upon exercise
of the Warrants (and pursuant to this Agreement) will, upon issuance, be
validly issued, fully paid, nonassessable and free from all taxes, liens and
charges with respect to the issue thereof, and shall be listed on any
exchanges on which that class of securities is listed.


                                   ARTICLE V

                                    GENERAL

     Section 5.01.  Taxes on Issuance of Shares of Common Stock. The Company
shall pay all stamp taxes, franchise taxes, and similar taxes and governmental
charges that may be imposed in respect to the issue or delivery of shares of
Common Stock. In no event shall the Company pay taxes imposed on net income of
the Warrant Holders as a result of the exercise of the Warrants and receipt of
shares of Common Stock. The Company shall not be required, however, to pay any
tax or other charge imposed in connection with any transfer involved in the
issue of any certificate for shares of Common Stock in any name other than
that of the registered holder of the Warrant surrendered in connection with
the purchase of such shares, and in such case the Company shall not be
required to issue or deliver any stock certificate until such tax or other
charge has been paid or it has been established to the Company's satisfaction
that no tax or other charge is due.

     Section 5.02.  Dates and Times. If any date set forth in this Warrant
Agreement shall fall on a day other than a business day in Denver, Colorado,
said date shall be deemed to be the next full business day succeeding that
date. All times shall be the legal time then in effect in Denver, Colorado.

     Section 5.03.  Binding Agreement. All of the covenants and provisions of
this Agreement by or for the benefit of the Company shall bind and inure to
the benefit of its respective successors and assigns hereunder. Nothing
expressed in this Agreement and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon or give
to any person or corporation, other than the Company and the Warrant Holders,
any legal or equitable right, remedy or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement
herein, and all covenants, conditions, stipulations, promises and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Holders and their respective successors and assigns.

     Section 5.04.  Notices. All notices under this Agreement shall be in
writing and shall be delivered by personal service or telecopy or certified
mail return receipt requested (if such service is not available, then by first
class mail), postage prepaid, to such address as may be designated from time
to time by the relevant party, and which shall initially be:

     (a)  If to the Company:       Casinos U.S.A., Inc.
                                   P.O. Box 486
                                   Blackhawk, Colorado 80422

     With a copy to:               Lirtzman, Nehls & Hepner
                                   190 Arapahoe Avenue
                                   Boulder, Colorado 80302
                                   Attention: Daniel A. Hepner
                                   Telecopy: 303/444-9253

          (b)  If to a Warrant Holder to that Warrant Holder at the address
     set forth on the signature page hereto, and in the case of Astraea
     Investment Management, L.P., with a copy to:

                                   Neal, Gerber & Eisenberg
                                   Two North LaSalle Street
                                   Suite 2200
                                   Chicago, Illinois 60602
                                   Attention: Richard S. Meller
                                   Telecopy: 312/269-1747

     and in the case of Lisa Page Montrose with a copy to:

                                   Long & Jaudon P.C.
                                   1600 Ogden Street
                                   Denver, Colorado 80218
                                   Attention: James Dierker
                                   Telecopy: 303/832-1348

     and in the case of Janice Steinle, Trustee with a copy to:

                                   Pearlman & Dalton P.C.
                                   730 17th Street
                                   Suite 650 
                                   Denver, Colorado 80202
                                   Attention: Philip Pearlman
                                   Telecopy: 303/572-7533

     Any notice sent by certified mail, return receipt requested, shall be
deemed to have been given upon receipt. All other notices shall be deemed
given when received. No objection may be made to the manner of delivery of any
notice actually received in writing by an authorized agent of a party.

     Section 5.05.  Governing Law; Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado
without regard to the conflict of laws provisions thereof.

     Section 5.06.  Headings. The Article and Section headings herein are for
convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.

     Section 5.07. of counterparts, each of which so executed shall be deemed to
 be an original, and all such counterparts shall together constitute but one and
 the same instrument.

     Section 5.08.  Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

     Section 5.09.  Entire Agreement. This Agreement, the Plan, the Disclosure
Statement and the Confirmation Order (and all exhibits and/or schedules
attached hereto and thereto) are intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the securities now or hereafter owned by the Warrant Holders.

     Section 5.10.  Modification and Waiver. This Agreement, the Warrant
Certificate and any provision hereof or thereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought.

     Section 5.11.  Put Option. Nothing herein shall be deemed to modify the
Put Option obligations of the Warrant Holders as set forth in the Plan. The
Warrant Holders acknowledge their obligations to purchase all of the
outstanding common stock of the Company at the option of the common
stockholder on the terms and conditions set forth in the Plan.


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                   COMPANY:

                                   CASINOS U.S.A., INC.



                                   By:  __________________________
                                        Gerald Jacobs, President


<PAGE>
<PAGE>
                                   WARRANT HOLDERS:

                                   ASTRAEA INVESTMENT MANAGEMENT, L.P.


                                   By:  _____________________________________
                                        Astraea Investment Management Service
                                        Company, General Partner              
                                   Title:    _______________________________
                                   Address:  _______________________________
                                             _______________________________
                                             _______________________________
                                   Telecopy: _______________________________



                                   _________________________________________
                                   LISA PAIGE MONTROSE

                                   Address:  P.O. Box 503
                                   Blackhawk, CO 80422



                                   ________________________________________
                                   JANICE STEINLE, NOT INDIVIDUALLY, BUT AS
                                   TRUSTEE FOR THE BANKRUPTCY ESTATE OF
                                   RICHARD AND FRANCINE FRAJOLA

                                   Address:  4 West Dry Creek Circle, #240
                                             Littleton, CO 80120



                                   ________________________________________
                                   GARY L. SHUPP, P.C.

                                   Address:  14 West Costilla
                                   Colorado Springs, CO 80903



                     [Signature Page to Warrant Agreement]
                                                                              <PAGE>
<PAGE>

EXHIBIT A


                         (Form of Warrant Certificate)


     THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
     COMMON STOCK UNDERLYING SUCH SECURITIES HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
     OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
     APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
     LAWS.

No.__________                                          ______________, 1997
                                                       ___________ Warrants


                  VOID AFTER 5:00 P.M., DENVER, COLORADO TIME

          ON _________, 2004 (UNLESS EXTENDED OR EARLIER TERMINATED),

                             CASINOS U.S.A., INC.

                       WARRANT TO PURCHASE COMMON STOCK


     This Warrant Certificate certifies that [_____________________] or
registered assigns, is the registered holder of [________] Warrants (the
"Warrants") to purchase shares of the common stock ("Common Stock"), of
Casinos U.S.A., a Colorado corporation (the "Company"). Each Warrant entitles
the holder thereof, upon proper exercise and subject to the provisions of the
Warrant Agreement, dated as of January __, 1997 (the "Warrant Agreement")
between the Company and the Warrant Holders, to [one] fully paid and non-
assessable share of Common Stock. In order to exercise a Warrant evidenced by
this Warrant Certificate, holder shall deliver an executed copy of this
Warrant Certificate (together with the Form of Election to Purchase duly
executed) at the corporate office of the Company, together with proper payment
of the Exercise Price (as defined below). The Warrants evidenced by this
Warrant Certificate may be exercised in whole or in part to purchase shares of
Common Stock. Subject to adjustment as provided in the Warrant Agreement, the
exercise price ("Exercise Price") for each Warrant evidenced hereby shall be
$0.01 per share of Common Stock. This Warrant will expire on the Expiration
Date (as defined in the Warrant Agreement). Payment of the Exercise Price
shall be made in accordance with the terms of the Warrant Agreement. As
provided in the Warrant Agreement, the number of shares of Common Stock
purchasable upon the exercise of the Warrants are, upon the occurrence of
certain events, subject to modification or adjustment.

     This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, including the provisions thereof relating
to the amendment thereof, which Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. Reference is hereby made to the
Warrant Agreement for a full description of the rights, limitations of rights,
obligations, duties and immunities of the Company and the holder of this
Warrant Certificate. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Warrant Agreement.

     If this Warrant Certificate shall be exercised in part, the holder hereof
shall be entitled to receive upon surrender hereof another Warrant Certificate
evidencing the number of Warrants not exercised.

     Except as provided in the Warrant Agreement and the Plan, no holder of
this Warrant Certificate shall be deemed to be the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate as such any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until this Warrant Certificate shall have
been exercised and the Common Stock issuable upon the exercise hereof shall
have become issued as provided in the Warrant Agreement.

     WITNESS the signatures of the proper officer(s) of the Company.


Dated:    ____________, 1997            CASINOS U.S.A., INC.



                                        By:  _____________________________
                                             Gerald Jacobs, President
<PAGE>
<PAGE>
                                    FORM OF
                             ELECTION TO EXERCISE


To:  CASINOS U.S.A., INC.

     The undersigned hereby irrevocably elects to exercise __________ Warrants
represented by this Warrant Certificate, and to purchase the Common Stock
issuable upon the exercise of such Warrants, and requests that certificates
for such shares shall be issued in the name of

     ________________________________________________________________
     (Name)

     ________________________________________________________________
     (Address)

     ________________________________________________________________
     (Social Security or other Identifying Number)

and be delivered to

     ________________________________________________________________
     (Name)

at   ________________________________________________________________
     (Address)

and, if said number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be delivered to the undersigned at the address stated above.

Dated:    __________________________________________________________

Name of Warrant Holder:  ___________________________________________
     (Please Print)


Signature:     ____________________________________________________
Address:       ____________________________________________________
<PAGE>
<PAGE>
                              FORM OF ASSIGNMENT


                  (To be signed only on transfer of Warrant)



     For value received, the undersigned hereby sells, assigns and transfers
unto ____________________ the right represented by the within Warrant to
purchase Warrant Shares and appoints _______________ attorney-in-fact to
transfer such right on the books of Casinos U.S.A., Inc. with full power of
substitution in the premises.



Dated:         ______________________________________________________________
                         (Signature must conform in all respects to name of
                         holder as specified on the face of the Warrant)



     _______________________________________________________________________
     (Address)



Signed in the presence of:



     
<PAGE>
<PAGE>

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
     COMMON STOCK UNDERLYING SUCH SECURITIES HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
     OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
     APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
     LAWS.

No.  1                                                        January __, 1997
                                                              671,268 Warrants


                  VOID AFTER 5:00 P.M., DENVER, COLORADO TIME

         ON JANUARY 17, 2004 (UNLESS EXTENDED OR EARLIER TERMINATED),

                             CASINOS U.S.A., INC.

                       WARRANT TO PURCHASE COMMON STOCK


     This Warrant Certificate certifies that ASTRAEA INVESTMENT MANAGEMENT
L.P., is the registered holder of Six Hundred Seventy-One Thousand, Two
Hundred Sixty-Eight (671,268) Warrants (the "Warrants") to purchase shares of
the common stock ("Common Stock"), of Casinos U.S.A., Inc., a Colorado
corporation (the "Company"). Each Warrant entitles the holder thereof, upon
proper exercise and subject to the provisions of the Warrant Agreement, dated
as of January 17, 1997 (the "Warrant Agreement") between the Company and the
Warrant Holders, to one (1) fully paid and non-assessable share of Common
Stock. In order to exercise a Warrant evidenced by this Warrant Certificate,
holder shall deliver an executed copy of this Warrant Certificate (together
with the Form of Election to Purchase duly executed) at the corporate office
of the Company, together with proper payment of the Exercise Price (as defined
below). The Warrants evidenced by this Warrant Certificate may be exercised in
whole or in part to purchase shares of Common Stock. Subject to adjustment as
provided in the Warrant Agreement, the exercise price ("Exercise Price") for
each Warrant evidenced hereby shall be $0.01 per share of Common Stock. This
Warrant will expire on the Expiration Date (as defined in the Warrant
Agreement). Payment of the Exercise Price shall be made in accordance with the
terms of the Warrant Agreement. As provided in the Warrant Agreement, the
number of shares of Common Stock purchasable upon the exercise of the Warrants
are, upon the occurrence of certain events, subject to modification or
adjustment.

     This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, including the provisions thereof relating
to the amendment thereof, which Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. Reference is hereby made to the
Warrant Agreement for a full description of the rights, limitations of rights,
obligations, duties and immunities of the Company and the holder of this
Warrant Certificate. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Warrant Agreement.

     If this Warrant Certificate shall be exercised in part, the holder hereof
shall be entitled to receive upon surrender hereof another Warrant Certificate
evidencing the number of Warrants not exercised.

     Except as provided in the Warrant Agreement and the Plan, no holder of
this Warrant Certificate shall be deemed to be the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate as such any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until this Warrant Certificate shall have
been exercised and the Common Stock issuable upon the exercise hereof shall
have become issued as provided in the Warrant Agreement.

     WITNESS the signatures of the proper officer(s) of the Company, effective
January __, 1997.


                                   CASINOS U.S.A., INC.


                                   By:  _____________________________________
                                        Gerald Jacobs, President


<PAGE>
<PAGE>
     THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
     COMMON STOCK UNDERLYING SUCH SECURITIES HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
     OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
     APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
     LAWS.

No.  2                                                        January __, 1997
                                                              220,401 Warrants


                  VOID AFTER 5:00 P.M., DENVER, COLORADO TIME

         ON JANUARY 17, 2004 (UNLESS EXTENDED OR EARLIER TERMINATED),

                             CASINOS U.S.A., INC.

                       WARRANT TO PURCHASE COMMON STOCK


     This Warrant Certificate certifies that LISA PAIGE MONTROSE, is the
registered holder of Two Hundred Twenty Thousand, Four Hundred One (220,401)
Warrants (the "Warrants") to purchase shares of the common stock ("Common
Stock"), of Casinos U.S.A., Inc., a Colorado corporation (the "Company"). Each
Warrant entitles the holder thereof, upon proper exercise and subject to the
provisions of the Warrant Agreement, dated as of January 17, 1997 (the
"Warrant Agreement") between the Company and the Warrant Holders, to one (1)
fully paid and non-assessable share of Common Stock. In order to exercise a
Warrant evidenced by this Warrant Certificate, holder shall deliver an
executed copy of this Warrant Certificate (together with the Form of Election
to Purchase duly executed) at the corporate office of the Company, together
with proper payment of the Exercise Price (as defined below). The Warrants
evidenced by this Warrant Certificate may be exercised in whole or in part to
purchase shares of Common Stock. Subject to adjustment as provided in the
Warrant Agreement, the exercise price ("Exercise Price") for each Warrant
evidenced hereby shall be $0.01 per share of Common Stock. This Warrant will
expire on the Expiration Date (as defined in the Warrant Agreement). Payment
of the Exercise Price shall be made in accordance with the terms of the
Warrant Agreement. As provided in the Warrant Agreement, the number of shares
of Common Stock purchasable upon the exercise of the Warrants are, upon the
occurrence of certain events, subject to modification or adjustment.

     This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, including the provisions thereof relating
to the amendment thereof, which Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. Reference is hereby made to the
Warrant Agreement for a full description of the rights, limitations of rights,
obligations, duties and immunities of the Company and the holder of this
Warrant Certificate. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Warrant Agreement.

     If this Warrant Certificate shall be exercised in part, the holder hereof
shall be entitled to receive upon surrender hereof another Warrant Certificate
evidencing the number of Warrants not exercised.

     Except as provided in the Warrant Agreement and the Plan, no holder of
this Warrant Certificate shall be deemed to be the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate as such any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until this Warrant Certificate shall have
been exercised and the Common Stock issuable upon the exercise hereof shall
have become issued as provided in the Warrant Agreement.

     WITNESS the signatures of the proper officer(s) of the Company, effective
January __, 1997.


                                        CASINOS U.S.A., INC.



                                        By:  _________________________________
                                             Gerald Jacobs, President
<PAGE>
<PAGE>
     THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
     COMMON STOCK UNDERLYING SUCH SECURITIES HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
     OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
     APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
     LAWS.

No.  3                                                        January __, 1997
                                                               72,212 Warrants


                  VOID AFTER 5:00 P.M., DENVER, COLORADO TIME

         ON JANUARY 17, 2004 (UNLESS EXTENDED OR EARLIER TERMINATED),

                             CASINOS U.S.A., INC.

                       WARRANT TO PURCHASE COMMON STOCK


     This Warrant Certificate certifies that JANICE STEINLE, not individually,
but as Trustee for the Bankruptcy Estate of Richard and Francine Frajola, is
the registered holder of Seventy-Two Thousand, Two Hundred Twelve (72,212)
Warrants (the "Warrants") to purchase shares of the common stock ("Common
Stock"), of Casinos U.S.A., Inc., a Colorado corporation (the "Company"). Each
Warrant entitles the holder thereof, upon proper exercise and subject to the
provisions of the Warrant Agreement, dated as of January 17, 1997 (the
"Warrant Agreement") between the Company and the Warrant Holders, to one (1)
fully paid and non-assessable share of Common Stock. In order to exercise a
Warrant evidenced by this Warrant Certificate, holder shall deliver an
executed copy of this Warrant Certificate (together with the Form of Election
to Purchase duly executed) at the corporate office of the Company, together
with proper payment of the Exercise Price (as defined below). The Warrants
evidenced by this Warrant Certificate may be exercised in whole or in part to
purchase shares of Common Stock. Subject to adjustment as provided in the
Warrant Agreement, the exercise price ("Exercise Price") for each Warrant
evidenced hereby shall be $0.01 per share of Common Stock. This Warrant will
expire on the Expiration Date (as defined in the Warrant Agreement). Payment
of the Exercise Price shall be made in accordance with the terms of the
Warrant Agreement. As provided in the Warrant Agreement, the number of shares
of Common Stock purchasable upon the exercise of the Warrants are, upon the
occurrence of certain events, subject to modification or adjustment.

     This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, including the provisions thereof relating
to the amendment thereof, which Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. Reference is hereby made to the
Warrant Agreement for a full description of the rights, limitations of rights,
obligations, duties and immunities of the Company and the holder of this
Warrant Certificate. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Warrant Agreement.

     If this Warrant Certificate shall be exercised in part, the holder hereof
shall be entitled to receive upon surrender hereof another Warrant Certificate
evidencing the number of Warrants not exercised.

     Except as provided in the Warrant Agreement and the Plan, no holder of
this Warrant Certificate shall be deemed to be the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate as such any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until this Warrant Certificate shall have
been exercised and the Common Stock issuable upon the exercise hereof shall
have become issued as provided in the Warrant Agreement.

     WITNESS the signatures of the proper officer(s) of the Company, effective
January __, 1997.


                                        CASINOS U.S.A., INC.



                                        By:  ________________________________
                                             Gerald Jacobs, President



<PAGE>
<PAGE>
     THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
     COMMON STOCK UNDERLYING SUCH SECURITIES HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
     OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
     APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
     LAWS.

No.  4                                                        January __, 1997
                                                               68,838 Warrants


                  VOID AFTER 5:00 P.M., DENVER, COLORADO TIME

         ON JANUARY 17, 2004 (UNLESS EXTENDED OR EARLIER TERMINATED),

                             CASINOS U.S.A., INC.

                       WARRANT TO PURCHASE COMMON STOCK


     This Warrant Certificate certifies that GARY L. SHUPP, P.C., is the
registered holder of Sixty-Eight Thousand, Eight Hundred Thirty-Eight (68,838)
Warrants (the "Warrants") to purchase shares of the common stock ("Common
Stock"), of Casinos U.S.A., Inc., a Colorado corporation (the "Company"). Each
Warrant entitles the holder thereof, upon proper exercise and subject to the
provisions of the Warrant Agreement, dated as of January 17, 1997 (the
"Warrant Agreement") between the Company and the Warrant Holders, to one (1)
fully paid and non-assessable share of Common Stock. In order to exercise a
Warrant evidenced by this Warrant Certificate, holder shall deliver an
executed copy of this Warrant Certificate (together with the Form of Election
to Purchase duly executed) at the corporate office of the Company, together
with proper payment of the Exercise Price (as defined below). The Warrants
evidenced by this Warrant Certificate may be exercised in whole or in part to
purchase shares of Common Stock. Subject to adjustment as provided in the
Warrant Agreement, the exercise price ("Exercise Price") for each Warrant
evidenced hereby shall be $0.01 per share of Common Stock. This Warrant will
expire on the Expiration Date (as defined in the Warrant Agreement). Payment
of the Exercise Price shall be made in accordance with the terms of the
Warrant Agreement. As provided in the Warrant Agreement, the number of shares
of Common Stock purchasable upon the exercise of the Warrants are, upon the
occurrence of certain events, subject to modification or adjustment.

     This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, including the provisions thereof relating
to the amendment thereof, which Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. Reference is hereby made to the
Warrant Agreement for a full description of the rights, limitations of rights,
obligations, duties and immunities of the Company and the holder of this
Warrant Certificate. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Warrant Agreement.

     If this Warrant Certificate shall be exercised in part, the holder hereof
shall be entitled to receive upon surrender hereof another Warrant Certificate
evidencing the number of Warrants not exercised.

     Except as provided in the Warrant Agreement and the Plan, no holder of
this Warrant Certificate shall be deemed to be the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder of this Warrant
Certificate as such any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, until this Warrant Certificate shall have
been exercised and the Common Stock issuable upon the exercise hereof shall
have become issued as provided in the Warrant Agreement.

     WITNESS the signatures of the proper officer(s) of the Company, effective
January __, 1997.


                                   CASINOS U.S.A., INC.



                                   By:  _________________________________  
                                        Gerald Jacobs, President