EXHIBIT 10.33


                                OPTION AGREEMENT

         This Option Agreement (this "Agreement") is made and entered into as of
June 30, 1997, by and between Nunzio P. DeSantis, in Trust ("Optionor"), and Las
Vegas  Entertainment  Network,  Inc.,  a  Delaware  corporation  ("LVEN"),  with
reference to the following facts and circumstances:

         WHEREAS,  Optionor  is the record and  beneficial  owner of eighty (80)
shares of the capital  stock of 1241163  Ontario  Inc.,  an Ontario  corporation
d/b/a Northern Gaming Company (the "Company"), representing eighty percent (80%)
of the issued and outstanding shares of capital stock of the Company;

         WHEREAS,  the  Company  is a  party  to  that  certain  Asset  Purchase
Agreement,  dated June 11, 1997, by and between the Company,  as purchaser,  and
the Ontario  Jockey Club,  an Ontario  not-for-profit  corporation  (the "Jockey
Club"), as seller, pursuant to which the Company, on or about July 10, 1997 (the
"Closing"),  will  purchase  and acquire  from The Jockey Club  certain real and
personal  property  assets  comprising a thoroughbred  horse racing facility and
business commonly known as the Fort Erie Racetrack in Fort Erie, Ontario, Canada
(the "Racetrack"); and

         WHEREAS,  Optionor  desires  to  grant to LVEN,  and  LVEN  desires  to
purchase  and acquire  from  Optionor,  an option to acquire  all of  Optionor's
shares  in the  Company,  all upon  and  subject  to the  terms  and  conditions
contained herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth  herein,  and for other good and  valuable  consideration,  the
receipt and adequacy of which are hereby  acknowledged,  and further  subject to
the timely occurrence of the Closing, the parties agree as follows:

                                    Article I

                            Grant of Option and Terms

         (a)  Grant of Option.  For and in consideration of:

                  (i) the  prior  payment  by LVEN  to  Optionor  of the sum One
         Hundred  Eighty-Two  Thousand  Dollars  ($182,000),  which  payment was
         critical to the Company's successful acquisition of the Racetrack,

                  (ii) the placement (or arrangement  thereof) by LVEN, prior to
         the  Closing,  of a line of credit to the  Company of not less than One
         Million Five Hundred Thousand Dollars ($1,500,000), such line of credit
         to be  secured by the lien of a first  mortgage  and  related  grant of
         security  interest  on and in the real  and  personal  property  assets
         comprising the Racetrack,  the timely  satisfaction  of which placement
         shall be a condition  precedent to the grant and  effectiveness  of the
         Option,

                  (iii) the  issuance to  Optionor  of One  Million  (1,000,000)
         shares of a new series of preferred stock of LVEN having  substantially
         the  rights,  privileges  and  preferences  set  forth  on the  form of
         Certificate  of  Designation,  Voting  Powers,  Preferences  and Rights
         attached hereto as Exhibit "A" (including the valuation  provisions set
         forth on Schedule "B" attached hereto and  incorporated  herein by this
         reference) incorporated herein by this reference (the "Preferred

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Shares"),  the  timely  satisfaction  of which  issuance  shall  be a  condition
     precedent to the grant and effectiveness of the Option,

and otherwise  subject to the terms and conditions of this  Agreement,  Optionor
hereby  grants to LVEN an option (the  "Option") to purchase  from Optionor all,
but not less than all, of Optionor's  eighty (80) shares of the capital stock of
the Company,  representing  eighty  percent (80%) of the issued and  outstanding
shares of capital  stock of the Company (the "Option  Securities")  for exercise
consideration  consisting  of the mandatory  conversion of the Preferred  Shares
into  shares of the common  stock,  par value  $0.001 per share,  of LVEN ("LVEN
Common Stock"), as provided in Exhibit "A" (and Schedule "B") hereto.

         (b) Term of Option.  The Option may be  exercised by LVEN in the manner
provided in Article  I(c) below at any time on or before the close of  business,
Los Angeles time, on February 1, 1998.

         (c) Manner of Exercise.  The Option may be exercised,  in whole but not
in part, by the delivery to Optionor of all of the  following  prior to the time
the Option becomes unexerciseable pursuant to Article I(b) above:

                  (i) Notice in writing  signed by LVEN  stating that the Option
is thereby exercised (the "Exercise Notice").

                  (ii)  Delivery  of  certificates  representing  the  number of
shares of LVEN Common Stock issuable upon such exercise.

                  (iii) Such  instruments  and  documents  as the  parties  deem
reasonably  necessary or advisable under the  circumstances to effect compliance
with all  applicable  provisions of the  Securities Act of 1933, as amended (the
"Act"), and any other applicable securities laws or regulations.

         (d) Adjustments in Option.

                  (i) In the event that  Optionor  and/or the Company  takes any
action  the result of which  would be  Optionor's  inability  to deliver to LVEN
Option  Securities  representing at the time of exercise eighty percent (80%) of
the capital stock of the Company, the number of shares issuable upon exercise of
the Option will be  increased  so that LVEN will have the right to receive  upon
exercise  shares of capital  stock of the Company  representing  eighty  percent
(80%) of the shares of capital stock of the Company then issued and outstanding,
on a fully-diluted basis.

         (e)  Representations  of LVEN and  Optionor.  Each of LVEN and Optionor
represent to the other that it is purchasing the Option,  the Option  Securities
the Series A Preferred and the LVEN Common Stock, as the case may be, solely for
its own account and not as nominee or agent for any other  person and not with a
view to, or for offer or sale in connection with, any distribution  thereof that
would be in violation of the  securities  laws of the United  States of America,
the  Commonwealth of Canada or any state or province  thereof.  Each of LVEN and
Optionor  further  represents  that  it  is  knowledgeable,   sophisticated  and
experienced in business and financial matters;  that it has previously  invested
in securities similar to the securities  acquired and to be acquired  hereunder,
and fully  understands the  limitations on transfer  described in paragraph (ii)
below;  that it is able to bear  the  economic  risk of its  investment  in such
securities and is presently able to afford the complete loss of such investment;
and that it has been afforded access to information  about the other  (including
such other's relevant affiliates), and such other's financial

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condition,  results  of  operations,   businesses,  properties,  management  and
prospects sufficient to enable it to evaluate its investment in such securities.

                  (ii) If either party  desires to sell or otherwise  dispose of
all or any part of the securities  acquired hereunder (other than pursuant to an
effective  registration  statement under the Act or a sale or other  disposition
made  pursuant  to Rule 144  promulgated  thereunder  or any  successor  rule or
regulation  thereto with respect to shares of LVEN Common Stock),  such party (a
"Selling  Party")  shall  notify  the other (or the  Company  in the case of the
Option Securities), and if requested will deliver to such other party an opinion
of counsel,  reasonably  satisfactory in form and substance to such other party,
that an exemption from registration or qualification  under the Act or any other
applicable securities law is available.

                                   Article II

                                  Miscellaneous

         (a) Specific  Performance.  The parties agree that  irreparable  damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance  with their specific  terms or were otherwise  breached.
The parties agree that the parties shall be entitled to an injunction preventing
breaches of the  provisions of this  Agreement and to enforce  specifically  the
terms and provisions hereof (this being in addition to any other remedy provided
herein or to which they are  entitled at law) and each party  agrees to waive in
any proceedings  for such  enforcement the defense that a remedy at law would be
adequate.

         (b)  Notices.  All notices  and other  communications  provided  for or
permitted under this Agreement shall be made by hand-delivery, first-class mail,
telex, telecopier or overnight air courier guaranteeing next day delivery.

                  (i) If to Optionor,  at 215 Central NW, Suite 3B, Albuquerque,
New Mexico 87102, facsimile (505) 768-1111;

                  (ii) If to LVEN,  at 1801 Century Park East,  Suite 2300,  Los
Angeles, California 90067, facsimile (310) 551-1942.

         All such notices and  communications  shall be deemed to have been duly
given:  at the time  delivered by hand, if personally  delivered;  five business
days after  being  deposited  in the mail,  postage  prepaid,  if  mailed;  when
answered back if telexed; when receipt acknowledged, if telecopied; and the next
business day after  timely  delivery to the  courier,  if sent by overnight  air
courier guaranteeing next day delivery.

         (c) Successors and Assigns. This Agreement shall inure o the benefit of
and be binding upon the successors and assigns f each of the parties,  including
without  limitation and without the need for an express  assignment,  subsequent
holders  of the  securities;  provided,  however,  that LVEN may not  assign the
Option and  neither  party may assign its  rights  hereunder  without  the prior
written consent of the other.

         (d) Amendment and Waiver.  This  Agreement may be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may be given, provided that the same are in writing and signed by each Party.

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         (e)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by the parties in separate counterparts,  each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         (f) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

(g)  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of California.

         (h) Entire  Agreement.  This  Agreement is intended by the parties as a
final  expression  of their  agreement  and in  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 and therein.

         (i)  Partial  Invalidity.  In the  event  that  any  one or more of the
provisions contained herein, or the application thereof in any circumstance,  is
held  invalid,  illegal or  unenforceable  in any respect  for any  reason,  the
validity,  legality  and  enforceability  of any such  provision  in every other
respect and of the remaining  provisions hereof shall not be in any way impaired
or affected,  it being  intended that all of the parties'  rights and privileges
shall be enforceable to the fullest extent permitted by law.

         (j) Further  Actions.  Each party shall  cooperate  and shall take such
further  action and shall  execute such further  documents as may be  reasonably
requested by the other Party in order to carry out the  provisions  and purposes
of this Agreement.

         (k) Pronouns and Number.  When the context so requires,  the  masculine
shall include the feminine and neuter, the singular shall include the plural and
conversely.

         (l)  Waivers.  No waiver of any term,  provision  or  condition of this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further  waiver of any such term,  provision  or condition or as a waiver of any
other term, provision or condition.

         (m)   Further   Transfer    Restrictions   and   Restrictive   Legends.
Notwithstanding  anything to the  contrary  contained  herein or contained in or
omitted from any other document or instrument  contemplated hereby, the Series A
Preferred  shall be  non-transferable.  From and  after  the  date  hereof,  all
certificates evidencing the securities to be issued and acquired hereunder shall
bear a customary and appropriate  restrictive  legend referencing this Agreement
and specifying the restrictions contained herein.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the day and year first above written.



             /s/NUNZIO P. DeSANTIS
             Nunzio P. DeSantis

             Las Vegas Entertainment Network, Inc., a Delaware
                                   corporation

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                    By:      /s/JOSEPH A. CORAZZI
                             Joseph A. Corazzi

                        5

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                   CERTIFICATE OF DESIGNATION, VOTING POWERS,
                     PREFERENCES AND RIGHTS OF THE SERIES OF
                             THE PREFERRED STOCK OF

                      LAS VEGAS ENTERTAINMENT NETWORK, INC.

                                To Be Designated
                            Series A Preferred Stock

         Las Vegas  Entertainment  Network,  Inc., a Delaware  corporation  (the
"Corporation"),  pursuant to its  Certificate  of  Incorporation,  as amended to
date, and Section 151 of the General  Corporation  Law of the State of Delaware,
hereby certifies that the Board of Directors of the Corporation has duly adopted
by  unanimous  written  consent  the  following  resolutions  providing  for the
issuance by the  Corporation  of a series of  Preferred  Stock to be  designated
Series A Preferred Stock and to consist of One Million (1,000,000) shares:

                  "RESOLVED,  that  the  Corporation  is  authorized  to issue a
         series of Preferred  Stock to be  designated  Series A Preferred  Stock
         (the  "Series A  Preferred")  to  consist  of One  Million  (1,000,000)
         shares; and

                  RESOLVED,  that the powers and  designations,  preferences and
         rights,  qualifications,  limitations  and  restrictions  on all of the
         Series A Preferred shall be as follows:

                           (a)  Issuance.  The  series  of the  Preferred  Stock
                  designated  "Series A Preferred"  shall consist of One Million
                  (1,000,000)  shares.  The Series A Preferred  may be issued as
                  partly  paid  shares  in  accordance  with the  provisions  of
                  Section 156 of the Delaware General Corporation Law.

               (b)  Dividend Rights. The holders of the Series A Preferred shall
                    not  be  entitled  to  receive   any   dividends   or  other
                    distributions.

                           (c)  Voting  Rights.  Each  holder  of the  Series  A
                  Preferred  shall be  entitled  to twenty  (20)  votes for each
                  share of the Series A  Preferred  standing  in the name of the
                  holder on the stock  record  books of the  Corporation  on the
                  record date for the determination of stockholders  entitled to
                  notice of and to vote at any annual or special  meeting of the
                  stockholders  of the  Corporation,  but  only as to (i)  stock
                  splits   (including   reverse  stock  splits)  and  repurchase
                  programs,  and (ii) (ii) any  other  matter  or  matters  from
                  time-to-time  designated by the Company's  Board of Directors.
                  The holders of shares of the Series A  Preferred,  the holders
                  of shares of the  Corporation's  common stock, par value $0.01
                  per share ("Common  Stock"),  and the holders of shares of any
                  other class of capital stock of the Corporation  which possess
                  voting  power shall vote  together as a single  class upon the
                  foregoing.

               (d)  Rights on  Liquidation,  Dissolution  and  Winding  Up.  The
                    liquidation,  dissolution  and winding up preference of each
                    share of the Series A Preferred shall be an

                                       -i-

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                  amount equal to the consideration  actually paid thereon.  The
                  merger or  consolidation  of the Corporation  into or with any
                  other corporation or of any other corporation into or with the
                  Corporation (other than a merger or consolidation with or into
                  one or more wholly-owned subsidiaries), or a sale, transfer of
                  lease of all or a  substantial  portion  of the  assets of the
                  Corporation, shall be deemed to be a liquidation,  dissolution
                  or winding up of the  Corporation  within the  meaning of this
                  paragraph (f).

                           (e)  Mandatory  Conversation.  In the event  that the
                  Corporation  exercises  the Option  granted to it  pursuant to
                  that certain  Option  Agreement,  dated as of __________  ___,
                  1997,  by and between the  Corporation  and Nunzio P. DeSantis
                  (the "Option Agreement"), each share of the Series A Preferred
                  shall be  converted  into the number of shares of Common Stock
                  determined  in  accordance  with  the  provisions  of  Article
                  I(a)(iii) of the Option Agreement.

                           (f) No Dilution or Impairment.  The Corporation shall
                  not amend its Certificate of  Incorporation  or participate in
                  any reorganization, transfer of assets, consolidation, merger,
                  dissolution,  issue,  or  sale  of  securities  or  any  other
                  voluntary  action,  for the  purpose of avoiding or seeking to
                  avoid the  observance or performance of any of the terms to be
                  observed or performed  hereunder by the Corporation,  but will
                  at all times in good  faith  assist in  carrying  out all such
                  action as may be reasonably  necessary or appropriate in order
                  to protect the rights of the holders of the Series A Preferred
                  against  dilution or impairment  (for which  adjustment is not
                  otherwise provided herein).


               IN   WITNESS WHEREOF, Las Vegas Entertainment  Network,  Inc. has
                    caused this  Certificate  to be signed by Joseph A. Corazzi,
                    its President,  and Carl A. Sambus, its Secretary,  this ___
                    day of __________, 1997.


                      Las Vegas Entertainment Network,       Inc., a Delaware
    corporation



                      By:      _____________________
                               Joseph A. Corazzi,
                                                                President

ATTEST:


---------------------
Carl A. Sambus,
  Secretary

                                      -ii-

<PAGE>



                                  Schedule "B"

         Upon   mandatory   conversion  as  provided  in  the   Certificate   of
Designation,  Voting Powers,  Preferences  and Rights of the Series A Preferred,
(i) the entire issue of Series A Preferred  shall be converted  into that number
of restricted  shares of LVEN Common Stock equal to (a) eighty  percent (80%) of
the  amount  stated  as the  "fair"  or  "market"  value of the  Racetrack  in a
valuation report and/or fairness opinion  commissioned by, and acceptable to the
Board of Directors of, LVEN,  and to be prepared by Houlihan  Lokey & Associates
(or another  investment banking firm acceptable to Optionor if such firm for any
reason is unable to prepare such valuation  report),  divided by (b) the average
per share  closing  price of LVEN Common Stock over the twenty (20) trading days
preceding the giving of the Exercise Notice, and (ii) LVEN shall pay to Optionor
the sum of One Million Dollars ($1,000,000),  and shall undertake the payment to
Optionor  of  an  additional   Three  Million  Six  Hundred   Thousand   Dollars
($3,600,000), payable monthly commencing in the month following such conversion,
without interest accrual,  in thirty-six (36) equal  installments of One Hundred
Thousand Dollars ($100,000) each.






<PAGE>



                       FIRST AMENDMENT TO OPTION AGREEMENT

         This First  Amendment to Option  Agreement  (this  "First  Amendment"),
dated as the 15th day of January, 1998, is entered into by and between Nunzio P.
DeSantis, In Trust ("Optionor"),  and Las Vegas Entertainment  Network,  Inc., a
Delaware  corporation  ("LVEN"),  with  reference  to the  following  facts  and
circumstances:

         WHEREAS,   Optionor  and  LVEN  are  parties  to  that  certain  Option
Agreement, dated as of June 30, 1997 (the "Original Option Agreement"); and

         WHEREAS,  Optionor  and  LVEN  desire  to  amend  and  restate  certain
provisions  of the  Original  Option  Agreement,  as  provided  and all upon and
subject to the terms and conditions contained herein.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

          1.   Term of Option.  Article I(b) of the Original Option Agreement is
               hereby amended by deleting  therefrom the date "February 1, 1998"
               and substituting therefor the date "June 1, 1998".

          2.   Schedule  "B".  The  provisions  of Schedule  "B" to the Original
               Option  Agreement  are  hereby  amended  and  restated  in  their
               entirety as follows:

         Upon   mandatory   conversion  as  provided  in  the   Certificate   of
Designation, Voting Powers, Preferences and Rights of the Series A Preferred,

         (a) LVEN shall pay to  Optionor  the sum of Three  Million  Six Hundred
Thousand Dollars  ($3,600,000),  payable (i) One Million Dollars ($1,000,000) in
cash upon such  conversion,  and (ii) the  balance of Two  Million  Six  Hundred
Thousand Dollars  ($2,600,000) payable monthly commencing in the month following
such  conversion,  without  interest  accrual,  in Twenty-Six (26) equal monthly
installments of One Hundred Thousand Dollars ($100,000) each, and

         (b) the entire issue of Series A Preferred shall be converted into that
number of  restricted  shares of LVEN  Common  Stock  equal to (i) the  positive
difference, if any, between (y) eighty percent (80%) of the amount stated as the
"fair" or "market" value of the Racetrack in a valuation  report and/or fairness
opinion  commissioned by, and acceptable to the Board of Directors of, LVEN, and
to be prepared by Houlihan  Lokey & Associates  (or another  investment  banking
firm  acceptable  to  Optionor  if such firm for any reason is unable to prepare
such  valuation  report),  and (z) Three  Million Six Hundred  Thousand  Dollars
($3,600,000), divided by (ii) the average per share closing price of LVEN Common
Stock over the twenty (20)  trading  days  preceding  the giving of the Exercise
Notice.

         3. Except as specified  in this First  Amendment,  the Original  Option
Agreement remains unmodified and in full force and effect.





<PAGE>



         IN  WITNESS  WHEREOF,  Optionor  and  LVEN  have  executed  this  First
Amendment as of the date first written above.



                         --------------------------------
                         Nunzio P. DeSantis, In Trust

                         Las Vegas Entertainment Network,
                           Inc., a Delaware corporation



                         By:      ___________________________






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