EXHIBIT 10.34


                            LINE OF CREDIT AGREEMENT

              THIS LINE OF CREDIT AGREEMENT (the  "Agreement")  made and entered
                 into this 27th day of August, 1997, is by and between LAS VEGAS
                 ENTERTAINMENT NETWORK, INC., a Delaware
              corporation  (the  "Lender"),  and NORDIC  GAMING  CORPORATION,  a
                   corporation  organized  and  existing  under  the laws of the
                   province of Ontario, Canada (the "Borrower").

                                   Background

         The Borrower and each of the  shareholders  of the Borrower are parties
to a  Shareholders  Agreement  dated of even date  herewith  (the  "Shareholders
Agreement"),  pursuant to which, among other things, Nunzio P. DeSantis,  one of
the shareholders ("DeSantis"),  has agreed to make available to the Borrower, or
to  cause  another  party  to  make  available  to the  Borrower,  a loan in the
aggregate maximum principal amount of $1,300,000 (the "Credit Facility") on such
terms and subject to such  conditions as are set forth in this Agreement and the
Line of Credit Note (as defined  herein).  In  satisfaction of his obligation as
aforesaid,  DeSantis has  requested  that the Lender  extend to the Borrower the
Credit  Facility,  and the Lender is willing to extend such Credit Facility upon
the terms and subject to the conditions set forth below. All amounts referred to
in this Agreement shall be in United States dollars.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants and agreements set forth below, and intending to be legally bound, the
parties agree as follows:

                  i.                ARTICLE          CREDIT FACILITY.

a. Extension of Credit Facility. Upon the terms and subject to the conditions of
this  Agreement,  the  Lender  is  extending  to the  Borrower  a line of credit
facility  pursuant to which (from time to time until the  Termination  Date,  as
defined in Section 1.7 below) the Lender will make loans to the Borrower in such
amounts  as the  Borrower  may  request  up to an  aggregate  amount at any time
outstanding not in excess of the Maximum Indebtedness under the Credit Facility.
The  Borrower  shall use the proceeds of the Credit  Facility to fund  operating
expenses incurred by the Borrower in excess of operating  revenues in the day to
day operation of the Fort Erie Racetrack (the "Racetrack").

a.  Maximum  Indebtedness.  The  outstanding  principal  balance  of the  Credit
Facility shall at no time exceed $1,300,000.00 (the "Maximum Indebtedness"). The
Borrower covenants and agrees that in event the outstanding principal balance of
the Credit Facility should exceed,  at any time and for any reason,  the Maximum
Indebtedness, then the full amount of such excess, together with any accrued and
unpaid  interest  thereon,  shall  be  immediately  due and  payable.  Under  no
circumstances shall any principal amount repaid by the Borrower to the Lender be
available for additional borrowings,  it being the intention of the parties that
the Credit Facility shall not be a revolving credit facility.

a. Interest.  Interest shall accrue on the aggregate unpaid principal balance of
the Credit  Facility from time to time  outstanding at a fixed annual rate equal
to ten  percent  (10%);  provided,  however,  that,  from and  after an Event of
Default (as defined  herein) in the payment of interest  and or  principal  when
due,  whether at maturity  or upon  acceleration,  interest on any such  overdue
amounts  shall accrue at a fixed annual rate of twelve  percent  (12%) until the
same shall be  discharged in full.  Interest  shall accrue and be payable by the
Borrower,  together with the principal amount then outstanding,  on the Maturity
Date.  Interest  shall be computed on the basis of the actual  number of days in
the calendar year divided by 360.


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a.  Annual   Equivalent.   The  parties  agree  that  the  principle  of  deemed
reinvestment of interest shall not apply to any interest  calculation under this
Agreement,  and the rates of interest  stipulated in this Agreement are intended
to be  nominal  rates  and not  effective  rates or  yields.  Whenever  interest
hereunder is by the terms hereof to be  calculated on the basis of a year of 360
days, the rate of interest  applicable  under this Agreement to such calculation
expressed  as an annual rate for the  purposes of the  Interest  Act (Canada) is
equivalent to such rate as so calculated multiplied by the number of days in the
calendar year in which the same is to be ascertained and divided by 360.

a. Maturity  Date.  The principal  amount  outstanding  on the Credit  Facility,
together with accrued and unpaid interest  thereon and all other amounts due the
Lender under the Line of Credit Note (defined  below) or this Agreement shall be
due and paid in full on the first  anniversary of the date of the Line of Credit
Note, (the "Maturity Date").

a.  Prepayment.  The Borrower shall be entitled to prepay,  in whole or in part,
the  outstanding  principal  balance of the Line of Credit  Note at any time and
from time to time,  without  penalty.  Any prepayments  shall be in multiples of
$10,000  and  shall  be  applied  first  to  accrued  and  unpaid  interest  and
thereafter, to the principal balance then outstanding.

a. Line of Credit Note.  The  obligation of the Borrower to pay the  outstanding
balance of the Credit  Facility and interest  accrued thereon shall be evidenced
by a promissory  note,  substantially  in the form attached to this Agreement as
Exhibit A,  issued by the  Borrower to the Lender,  in the  principal  amount of
$1,300,000 (the "Line of Credit Note").

a.  Termination of Credit  Facility.  The Credit  Facility shall  terminate (the
"Termination  Date") on the first to occur of: (i) the Permanent Financing Date;
(ii) the VLT Cut-Off Date; (iii) the Maturity Date; or (iv) the occurrence of an
Event of Default under this Agreement. As used in this Agreement,  the terms (i)
"Permanent  Financing  Date" means the date on which the Company first  receives
proceeds from a Permanent  Financing;  (ii) "Permanent  Financing" means bank or
similar  institutional  long-term debt financing of the Borrower (i.e., maturing
beyond  twelve  months  from the date of issue)  and  secured  by the  Company's
assets;  and (iii) "VLT Cut-Off Date" means the date on which there is installed
at the Racetrack one or more video lottery  terminals other than for the benefit
of `a provincially sanctioned charity, gaming club or casino. From and after the
Termination  Date, the Lender shall have no further  obligation or commitment to
make Advances to the Borrower or to accept Advance Requests  pursuant to Section
1.9 hereof,  and the Maximum  Indebtedness  from and after the Termination  Date
shall  equal  the  lesser  of  (A)  the  principal  amount  outstanding  on  the
Termination  Date and (2) $1,300,000.  The termination of the Credit Facility on
the  Termination  Date shall not  terminate  any rights of the Lender unless and
until the indebtedness under the Credit Facility has been paid in full.

a.  Method of  Requesting  Advances.  Requests  for  advances  under the  Credit
Facility (an "Advance") shall be made in writing; the Lender shall not extend an
Advance in response to an oral request. The Borrower shall deliver to the Lender
a written  request for an Advance (an "Advance  Request")  not less than two (2)
business days prior to the date of such proposed Advance. To be effective,  each
Loan Request shall be signed by the President or Chief Financial  Officer of the
Borrower,  or their  designated  officer or agent, and shall (A) specify (i) the
amount of the Advance,  which shall be made in whole multiples of $10,000,  (ii)
the date on which the  Borrower  requests  the Lender to extend such Advance and
(iii) the account to which the proceeds of such Advance are to be wired, and (B)
certify  that (i) no Event of Default  has  occurred  or is  continuing  or will
result from the proposed  borrowing  and (ii) the Borrower has  performed in all
material respects all agreements and satisfied all conditions  contained in this
Agreement required to be


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performed by it. Loan Requests  received after 12:00 noon Mountain Time shall be
deemed received on the next business day.

a.  Disbursement  of Advances.  The Lender  shall  disburse the proceeds of each
Advance  to the  Borrower  by  wire  transfer  to the  account  of the  Borrower
designated  in the Advance  Request.  The Lender shall  maintain  records of all
Advances  extended,  accrued  interest,  payments of  interest,  and payments of
principal.  Absent  manifest  error,  the  Lender's  records  of the  making  of
Advances,  the  calculation  of accrued  interest,  and payments of interest and
principal shall be conclusive and binding upon the Borrower.

a.                         Net Payments, etc.

(1) Any and all  payments  made by the Borrower  hereunder  shall be made to the
Lender  in full,  without  set-off  or  counterclaim  and free and  clear of and
without  deduction or withholding for, or on account of, any and all present and
future taxes. If the Borrower is required by law to deduct or withhold any taxes
from or in respect  of any sum  payable  hereunder  to the  Lender,  (i) the sum
payable  shall be  increased,  as may be  necessary,  so that  after  making all
required  deductions and  withholdings  (including  deductions and  withholdings
applicable to additional  sums payable  under this Section  1.11.1),  the Lender
receives  an amount  equal to the sum that it would  have  received  had no such
deductions  or  withholdings  been  made,  (ii) the  Borrower  shall  make  such
deductions  and  withholdings,  and (iii) the Borrower shall pay the full amount
deducted  or  withheld to the  relevant  taxing  authority  in  accordance  with
applicable laws.

(1) The  Borrower  shall  indemnify  the Lender for the full amount of any taxes
(other than Excluded  Taxes) imposed by any  jurisdiction  on amounts payable by
the  Borrower  under  this  Article  1 paid or  payable  by the  Lender  and any
liability  (including  penalties,  interest  and  reasonable  expenses)  arising
therefrom or with respect  thereto,  whether or not such taxes were correctly or
legally  asserted,  and any taxes (other than Excluded  Taxes) levied or imposed
with  respect to any  indemnity  payment made under this  Section  1.11.2.  This
indemnification  shall be made within thirty (30) days after the date the Lender
makes written demand therefor.

(1) Within  thirty (30) days after the date of any payment of taxes  withheld by
the  Borrower  in respect of any  payment by the  Borrower  to the  Lender,  the
Borrower  shall  furnish to the Lender,  the  original or a certified  copy of a
receipt  issued by the  relevant  taxing  authority  evidencing  payment  by the
Borrower to such taxing  authority of any Taxes (other than Excluded Taxes) with
respect to any payment payable to the Lender.

(1) For the purposes of this Section 1.11,  "Excluded  Taxes" means, in relation
to the Lender,  (i) any taxes  imposed on the  Lender's net income or capital by
Canada or any province thereof as a result of the Lender (a) carrying on a trade
or  business  therein or having a  permanent  establishment  therein,  (b) being
organized  under the laws  thereof,  or (c) being or being deemed to be resident
therein, or (ii) any taxes imposed solely by reason of the failure of the Lender
to comply  with a request  by the  Borrower  to comply  with any  certification,
identification or other reporting  requirements  imposed by applicable laws with
respect to nationality, residence or other connection with relevant jurisdiction
but,  for  greater  certainty,  the taxes  payable  pursuant to Part XIII of the
Income Tax Act (Canada) shall be deemed not to be Excluded Taxes.

(1) The  Borrower's  obligations  under  this  Section  1.11 shall  survive  the
termination of this Agreement and the payment of all amounts  payable under this
Agreement.



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1.       ARTICLE           CONDITIONS OF LENDING.

          a.   Conditions  Precedent to Funding. The Lender's obligation to fund
               the  Credit  Facility  is  subject  to  the  satisfaction  of the
               following conditions:

(1) The  acquisition of the Racetrack shall have occurred and the Borrower shall
have  taken  title to the  assets  conveyed  to it free and clear of all  liens,
claims, charges, security interests and other encumbrances.

(1)  The Borrower  shall have executed and delivered to the Lender the following
     documents:

(a)                      This Agreement;
(b)                      The Line of Credit Note;
(c)                      The Security Agreement (as defined herein);
 (d)      The Mortgage (as defined herein); and
 (e)      Such additional documents or instruments and such
                  additional approvals and opinions as the Lender may
                  request.

a.   Additional Conditions Precedent.  As additional conditions precedent to the
     funding by the Lender of each Advance  requested by the Borrower  under the
     Credit Facility:

(1) The  representations  and warranties  made by the Borrower in this Agreement
shall be true and correct on and as of the date of the  Advance  Request and the
date of the funding of the  Advance,  with the same effect as though made on and
as of such dates.

(1) No Event of Default  shall have  occurred or be  continuing  or shall result
from the funding of the Advance.

(1) No  material  adverse  change,  as  determined  by the  Lender  in its  sole
discretion,  shall have occurred in the condition of the Borrower,  financial or
otherwise,  since  the date of this  Agreement,  other  than the  incurrence  of
operating  losses in the ordinary course of business as reflected in the Monthly
Financial Statements.

(1) The Lender shall have received such additional  documents or instruments and
such additional approvals and opinions as the Lender may request.

1.       ARTICLE           SECURED OBLIGATION.

a. Security Interest in Assets of Borrower;  Security Agreement and Mortgage. To
secure all of the Borrower's obligations under the Line of Credit Note and under
this Agreement,  the Borrower has  concurrently  herewith granted to the Lender:
(a) a first and prior lien and security  interest in and to the  Collateral,  as
such term is defined in the Security  Agreement dated of even date herewith (the
"Security Agreement"), which Security Agreement is hereby confirmed and ratified
as being in full  force and  effect  and  incorporated  into this  Agreement  by
reference,  and (b) a first and prior lien and mortgage  upon the real  property
owned by the Borrower as described in and in accordance with a Mortgage dated of
even date  herewith (the  "Mortgage"),  which  Mortgage is hereby  confirmed and
ratified as being in full force and effect and incorporated  into this Agreement
by reference. The security interest in the Collateral and the Mortgage


<PAGE>



on the real property of the Borrower shall be discharged upon payment in full of
the indebtedness of the Borrower to the Lender under the Line of Credit Note and
this Agreement.

1.       ARTICLE           REPRESENTATIONS AND WARRANTIES.

a.                         Representations and Warranties of Borrower.

(1) The Borrower is a corporation  duly  incorporated,  validly  existing and in
good standing under the laws of the Province of Ontario; has all requisite power
and  authority,  corporate or otherwise,  to conduct its business and to own and
operate its  properties;  and is duly  qualified as a foreign  corporation to do
business in, and is in good standing in, all  jurisdictions in which the failure
to qualify  could have a material  adverse  affect on the  financial  condition,
assets, business or results of operations of the Borrower.

(1) The Borrower has all requisite  corporate  power and corporate  authority to
execute  and deliver  this  Agreement,  the Line of Credit  Note,  the  Security
Agreement and the Mortgage (collectively,  the "Credit Documents") and any other
documents to which it is a party that are required to be executed and  delivered
to the Lender in connection with this Agreement,  and to perform its obligations
hereunder  and  thereunder.  The  execution,  delivery  and  performance  by the
Borrower of the Credit  Documents and any other documents to which it is a party
and which are executed and delivered to the Lender have been duly  authorized by
all necessary  corporate action and do not and will not violate any provision of
law or the  charter  or  bylaws  of the  Borrower  or  result  in a breach of or
constitute a default under any  agreement,  indenture or instrument to which the
Borrower  is a party or by which its  properties  may be bound or  affected  and
which is material to the Borrower's business.

(1) The Credit  Documents  and the other  documents  to which the  Borrower is a
party and which are  executed and  delivered to the Lender are legal,  valid and
binding obligations of the Borrower, enforceable in accordance with their terms.

(1)  The  Borrower  is  not in  default  in the  performance  of any  agreement,
indenture or instrument  material to its business to which it may be party or by
which its properties may be bound or with respect to any order, writ, injunction
or decree of any court or governmental  department,  commission,  board, bureau,
agency or instrumentality, domestic (Canadian) or foreign.

(1) No  authorization,  consent,  approval,  license,  exemption by or filing or
registration  with any  court or  governmental  department,  commission,  board,
bureau, agency or instrumentality, domestic (Canadian) or foreign, is or will be
necessary for the valid  execution,  delivery or  performance by the Borrower of
the Credit Documents or any other documents to which it is a party and which are
executed and delivered to the Lender.

1.       ARTICLE           COVENANTS.

a.   Covenants.  So long as any  portion  of the Credit  Facility  is or remains
     outstanding and unpaid,  the Borrower covenants and agrees that, unless the
     Lender otherwise consents in writing:

(1) The Borrower  shall  preserve and maintain its corporate  existence and good
standing in its jurisdiction of incorporation,  and qualify and remain qualified
as a foreign  corporation in each  jurisdiction  in which the failure to qualify
could  have a  material  adverse  effect  on the  financial  condition,  assets,
business or results of operations of the Borrower.


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(2) The Borrower shall comply in all material respects with all federal,  state,
provincial and local laws and  regulations  applicable to it in the operation of
its business  (including,  without  limitation,  the laws and regulations of any
governmental  entity regulating horse racing,  casino and gaming  operations) or
with regard to the  ownership  of its  properties  and assets,  except where the
failure to comply  would not  materially  and  adversely  affect  its  financial
condition,  assets, business or results of operations, or its ability to perform
its obligations under the Credit Documents.

(1) The Borrower  shall observe and comply with all covenants and agreements set
forth in any material agreement, contract, instrument or document.


a. Financial Reporting.  The Borrower shall furnish to the Lender within 15 days
from the end of each calendar  month an unaudited cash flow statement and income
statement,  prepared in accordance with generally accepted accounting principles
consistently  applied and certified as true and correct by the Borrower's  Chief
Financial Officer,  for the calendar month immediately  preceding.  The Borrower
shall  also  promptly  furnish  or  cause to be  furnished  to the  Lender  such
information and reports as the Lender may from time to time reasonably  request,
including, but not limited to, furnishing copies of all reports delivered by the
Borrower  to The  Ontario  Jockey  Club  (the  "OJC")  in  connection  with Loss
Indemnification Proceeds (as defined below).

a. Proceeds from OJC Paid Over to Lender.  Concurrently upon the delivery by the
Borrower to the Lender of the first Advance Request,  the Borrower shall execute
and deliver to the Lender its  Assignment  (and shall  concurrently  deliver the
Assignment  to the OJC),  pursuant  to which the  Borrower  shall  assign to the
Lender all of the  Borrower's  right,  title and  interest  in and to all monies
required to be paid by the OJC to the Borrower  pursuant to Section 9.2.1 of the
Purchase  Agreement  dated as of June 11, 1997  between the OJC and the Borrower
("Loss Indemnification Proceeds"). The Borrower shall also provide to the Lender
concurrently  with the Assignment  the written  consent of the OJC consenting to
the assignment to the Lender of the Loss Indemnification  Proceeds. In the event
that, notwithstanding the execution and delivery of the Assignment as aforesaid,
the Borrower receives any Loss Indemnification  Proceeds,  the Borrower shall be
deemed  to hold  such  Loss  Indemnification  Proceeds  solely  in trust for the
benefit of the  Lender and shall  forthwith  deliver  such Loss  Indemnification
Proceeds to the Lender by wire  transfer to an account  designated by the Lender
for the  deposit of same.  Any Loss  Indemnification  Proceeds  received  by the
Lender  pursuant to this Section 5.3 shall be deemed a mandatory  prepayment  by
the Borrower of amounts due under this Agreement and the Line of Credit Note and
shall be applied  first to accrued and unpaid  interest  and  thereafter  to the
principal balance then outstanding.

a. Proceeds from Permanent  Financing to be Paid to Lender.  The Borrower hereby
covenants and agrees that all amounts due under the Line of Credit Note and this
Agreement  shall be  discharged  in full  from  the  proceeds  of the  Permanent
Financing, and only upon such payment in full shall the security interest in the
Collateral and the Mortgage on the real property be discharged.

1.       ARTICLE           DEFAULTS AND REMEDIES.

a.   Events  of  Default.  The  occurrence  of any one or more of the  following
     events shall constitute an "Event of Default" under this Agreement:

(1) The Borrower fails to pay the principal of or interest on the Line of Credit
Note as and when due, and such failure  continues  for a period of ten (10) days
after the Lender gives written notice to the Borrower of such failure; or



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(1) The Borrower fails to observe or perform any other  agreements,  conditions,
undertakings  or covenants  in this  Agreement to be observed or performed by it
and such failure continues for a period of forty-five (45) days after the Lender
gives written notice to the Borrower of such failure; or

(1) Any  representation or warranty made in this Agreement by the Borrower or in
an other Credit  Document proves to have been false or erroneous in any material
respect when made; or

(1) The Borrower becomes insolvent or unable to pay its debts as they mature, or
files or institutes a voluntary  petition or  proceeding  under any provision of
any applicable bankruptcy,  insolvency or other similar statute relating to debt
adjustment  or  reorganization;  or any such  petition or proceeding is filed or
instituted  against  the  Borrower  and is  consented  to by Borrower or remains
undismissed  for ninety (90) days; or the Borrower  makes an assignment  for the
benefit  of its  creditors;  or the  Borrower  applies  for or  consents  to the
appointment  of a receiver or custodian  for its assets;  or any  attachment  or
garnishment is initiated or filed against the  Borrower's  properties or assets;
or

(1) The Borrower voluntary ceases to conduct its principal business; a permanent
injunction is issued against any material aspect of the Borrower's operations by
any court of competent jurisdiction,  the result of which is to cause a material
impairment  in the  Borrower's  ability to continue in  business;  the  Borrower
voluntary commences dissolution or liquidation proceedings,  or such proceedings
are commenced against the Borrower;  or the Borrower sells  substantially all of
its assets in one or a series of transactions.

(1) An Event of  Default  occurs  and  continues  under any of the other  Credit
Documents (after giving effect to the passage of all applicable grace periods).

a.  Remedies.  Upon the occurrence of any Event of Default or at any time during
the  continuance  of any Event of Default,  the Lender may: (i) at its election,
declare all or any  portion of the Credit  Facility  to be  immediately  due and
payable,  without presentment,  demand, protest or other notice of any kind, all
of which are expressly waived by the Borrower; or (ii) in addition to the rights
specifically  granted  in this  Agreement,  exercise  the  rights  and  remedies
available to it existing in equity,  at law, by virtue of statute or  otherwise,
including,  without  limitation,  those arising under the Security Agreement and
the Mortgage,  without  further stay,  any law,  usage or custom to the contrary
notwithstanding.

a.  Remedies  Cumulative;  No Waiver.  All rights and  remedies  granted by this
Agreement or otherwise  available at law, in equity,  by statute,  or otherwise,
shall be cumulative and concurrent and may be pursued  singly,  successively  or
together,  at the Lender's sole option,  and may be exercised  from time to time
and as often as occasion  therefor shall occur until the indebtedness  evidenced
by this  Agreement is paid in full. No course of dealing and no failure or delay
by the  Lender  to  exercise  any such  right or  remedy  shall in any  event be
construed as a waiver or release of same by the Lender or shall affect any other
or future exercise thereof by the Lender. The Lender shall not be deemed, by any
act or  omission,  to have  waived  any of its  rights or  remedies  under  this
Agreement  unless  such  waiver is in writing  and signed by the Lender and then
only to the extent specifically set forth in writing.

a. Costs and  Expenses of  Collection.  If the Lender  refers the Line of Credit
Note and this  Agreement  to counsel  because of an Event of Default  under such
document,  then the  Borrower  shall  reimburse  the Lender  upon demand for the
reasonable,  actual attorneys' fees and costs incurred by the Lender as a result
of the occurrence of such Event of Default or referral.



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1.       ARTICLE           MISCELLANEOUS.

a.  Notice.  Any and all notices  required or  permitted  to be given under this
Agreement to be  effective  shall be in writing and shall be deemed to have been
duly given or made (i) when made or given, if given by hand delivery,  (ii) when
sent, if sent by facsimile, provided that if a facsimile is sent after 5:00 p.m.
in the  recipient's  time zone,  then such notice shall be deemed given the next
business  day;  (iii) three days  following  its deposit into the United  States
Mail, postage prepaid, and sent by certified mail, return receipt requested,  if
mailed,  or (iv) one  business  day  following  its  delivery to any  nationally
recognized express carrier guaranteeing  delivery the next business day, if sent
by  overnight  mail,  and  addressed  as follows,  unless  notice of a change of
address  shall  have  been  given  in  accordance  with the  provisions  of this
paragraph:

         If to the Lender:   Las Vegas Entertainment Network, Inc.
                             1801 Century Park East
                                   Suite 2300
                              Los Angeles, CA 90067
                            telecopy: (310) 551-1942

         If to the Borrower:                         Nordic Gaming Corporation
                                                     c/o Blake, Casel & Graydon
                                                     Box 25, Commerce Court West
                                                     Toronto, Ontario M5L 1A9
                                                     Attention:  Frank Guarascio
                                                     telecopy: (416) 863-2653

a. Interest Savings Clause.  This Agreement is subject to the express  condition
that at no time shall the  Borrower be  obligated or required to pay interest on
the unpaid  principal amount of the Loan at a rate that could subject the Lender
to civil or  criminal  liability  as a result of being in excess of the  maximum
rate that the  Borrower is  permitted by law to contract to pay. If the Borrower
is at any time  required  or  obligated  by the terms of this  Agreement  to pay
interest on the unpaid  principal amount of the Loan at a rate in excess of such
maximum  rate,  the rate of  interest  under  this  Agreement  shall  be  deemed
immediately  reduced to such  maximum  rate,  and  interest  payable  under this
Agreement  shall be computed at such  maximum  rate and the portion of all prior
interest  payments in excess of such  maximum rate shall be applied and shall be
deemed to have been  payments  in  reduction  of the  unpaid  principal  of this
Agreement.

a. Currency  Indemnity.  If, for the purposes of obtaining judgment in any court
in any  jurisdiction  with respect to this  Agreement,  it becomes  necessary to
convert into the currency of any  jurisdiction  (the  "Judgment  Currency")  any
amount due under this Agreement in any currency other than the Judgment Currency
(the  "Currency  Due"),  then  conversion  shall be made at the rate of exchange
prevailing  on the business day before the day on which  judgment is given.  For
this purpose "rate of exchange prevailing" means the rate at which the Lender is
able,  on the  relevant  date,  to purchase  the  Currency Due with the Judgment
Currency. In the event that there is a change in the rate of exchange prevailing
between the  business  day before the day on which the judgment is given and the
date of receipt by the Lender of the amount due, the Borrower  will, on the date
of receipt by the Lender, pay such additional amounts, if any, or be entitled to
receive reimbursement of such amount, if any, as may be necessary to ensure that
the amount  received  by the  Lender on such date is the amount in the  Judgment
Currency which when converted at the rate of exchange  prevailing on the date of
receipt  by the  Lender is the  amount  then due  under  this  Agreement  in the
Currency  Due. If the amount of the  Currency Due which the Lender is so able to
purchase is less than the amount of the Currency Due  originally  due to it, the
Borrower shall  indemnify and save the Lender harmless from and against loss and
damage arising as a result of such  deficiency.  This indemnity shall constitute
an obligation  separate and independent from the other obligations  contained in
this Agreement, shall give rise to a separate


<PAGE>



and  independent  cause of action,  shall apply  irrespective  of any indulgence
granted by the  Lender  from time to time and shall  continue  in full force and
effect  notwithstanding any judgment or order for a liquidated sum in respect of
an amount due under this Agreement or under any judgment or order.

a. No Assignment.  The Borrower may not assign its rights, duties or obligations
under this  Agreement or the other Credit  Documents  without the prior  written
consent of the Lender,  which consent may be withheld for any reason whatsoever.
The Lender may assign its rights, duties or obligations under this Agreement and
the other  Credit  Documents  to another  shareholder  of the  Borrower or to an
affiliate  of such  shareholder,  notwithstanding  anything in the  Shareholders
Agreement to the contrary.

a.  Governing  Law. The  construction,  interpretation  and  enforcement of this
Agreement,  the Note and the other  Credit  Documents  shall be  governed by and
construed in accordance with the laws of the State of Nevada. The Lender and the
Borrower  acknowledge and agree that the only  appropriate  forums for any legal
dispute arising under or in connection with this Agreement,  the Note and/or the
Other  Documents  are, and each party hereby  irrevocably  submits itself to the
personal  jurisdiction  of, (i) the United States District Court of the District
of Nevada,  and the  parties  consent  and agree that such court shall have sole
jurisdiction  over any  matter  arising  under  or in  connection  hereunder  or
thereunder, or (ii) in the event that such District Court does not have, or will
not assume,  jurisdiction over such dispute, the Eighth Judicial District of the
State of Nevada.

a. Waiver of Jury Trial. THE BORROWER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER, OR IN ANY PROCEEDING
IN ANY WAY ARISING OUT OF OR IN  CONNECTION  WITH THIS  AGREEMENT OR THE LINE OF
CREDIT  NOTE OR ANY OTHER  DOCUMENT  OR  AGREEMENT  EXECUTED  AND  DELIVERED  IN
CONNECTION  HEREWITH OR  THEREWITH,  WHETHER IN  CONTRACT OR TORT,  AT LAW OR IN
EQUITY,  AND THE  BORROWER  AGREES THAT ANY SUCH ACTION OR  PROCEEDING  SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

a.   Headings.  The  headings  used in this  Agreement  are for  convenience  of
     reference  only,  and shall not  control or affect the  provisions  of this
     Agreement.

a. Binding  Agreement;  Integration.  This  Agreement  shall be binding upon and
operate for the  benefit of the Lender and the  Borrower,  and their  respective
successors and permitted assigns. This Agreement contains the complete agreement
of the parties  with  respect to the  subject  matter  hereof,  and shall not be
amended,  modified  or  supplemented  except in a writing  signed by the parties
hereto.

a.   Counterparts.   This   Agreement  may  be  executed  and  delivered  in  of
     counterparts,  each of which shall  constitute an original but all of which
     shall constitute one and the same instrument.

a.   Time is of the Essence.  The Borrower hereby  acknowledges  and agrees that
     the prompt  and  timely  performance  by it of its  obligations  under this
     Agreement is of the essence.

a. Provisions Severable. If any provision of this Agreement shall for any reason
be held to be invalid or unenforceable,  any such invalidity or unenforceability
shall not  effect  any  other  provision  hereof,  but this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.


<PAGE>



                  Evidence  of  Indebtedness.  The  Borrower  has  executed  and
delivered  this  Agreement,  and the  Lender has  accepted  this  Agreement,  as
evidence  of  indebtedness  only,  and not in  payment  or  satisfaction  of any
indebtedness or obligation.


                  IN  WITNESS  WHEREOF,  the  parties  have  caused  their  duly
authorized  representatives to execute and deliver this Line of Credit Agreement
on the date first above written.

                                    LAS VEGAS ENTERTAINMENT NETWORK, INC.



                                    By:  ___________________________



                                    NORDIC GAMING CORPORATION



                                    By: /s/Chester Waxman




10522173.04




<PAGE>



                               LINE OF CREDIT NOTE

U.S. $1,300,000.00                          August 27, 1997

     FOR VALUE RECEIVED, NORDIC GAMING CORPORATION,  a corporation organized and
existing  under the laws of the  Province of Ontario,  Canada (the  "Borrower"),
promises  to pay to the  order  of LAS  VEGAS  ENTERTAINMENT  NETWORK,  INC.,  a
Delaware   corporation   (together  with  its  successors  and  assigns,   being
hereinafter  collectively  referred to as the "Lender"),  in lawful money of the
United  States of America,  the lesser of (i) the  principal  sum of ONE MILLION
THREE HUNDRED THOUSAND DOLLARS (U.S.  $1,300,000) (or such lesser amounts as may
be advanced hereunder) or (ii) the outstanding balance of the Credit Facility as
of the Termination  Date,  together with accrued and unpaid interest thereon and
any  other  sums  payable  to the  Lender  under the terms of the Line of Credit
Agreement dated as of the date of this Line of Credit Note, between the Borrower
and the Lender (together with any amendments or supplements thereto, the "Credit
Agreement"). This Line of Credit Note is the Line of Credit Note referred to in,
and is payable in accordance  with, the Credit  Agreement.  Any capitalized term
used herein and not  otherwise  defined  herein shall have the meaning  ascribed
thereto in the Credit Agreement.

         Interest  on the  unpaid  principal  balance  due  hereunder  shall  be
computed and shall  accrue on the basis of a 360-day year for the actual  number
of days elapsed,  at a rate per annum determined  pursuant to Section 1.3 of the
Credit  Agreement.  Interest  shall accrue on the unpaid  principal  balance and
shall be payable in full,  together with the principal  balance then outstanding
and any other amounts owed with respect to the Credit  Facility under the Credit
Agreement, on the Maturity Date.

         Advances  hereunder  shall be noted in the  books  and  records  of the
Lender and such notation shall be, absent manifest error, conclusive evidence of
the total amount of Advances  made under the Credit  Agreement.  All Advances so
noted and made hereunder shall be conclusively presumed to have been made to and
at the  request  and for the  benefit of the  Borrower as provided in the Credit
Agreement.

         The Borrower may prepay this Line of Credit Note in accordance with the
terms of the Credit Agreement.

         All payments of principal and interest shall be paid in lawful money of
the United States of America in immediately available funds at the office of the
Lender or such other place as the Lender may designate in writing.

The terms, covenants, conditions, provisions, stipulations and agreements of the
Credit  Agreement are hereby made a part of this Line of Credit Note to the same
extent and with the same effect as if they were fully set forth herein,  and the
Borrower  does  hereby  covenant  to abide by and to comply  with each and every
term, covenant,  provision,  stipulation,  promise,  agreement and condition set
forth in this Line of Credit  Note and in the  Credit  Agreement.  The holder of
this Line of Credit Note is entitled to the benefits of the Credit  Agreement to
which reference is hereby made for a statement of the terms and conditions under
which this Line of Credit  Note is issued.  The holder  acknowledges  and agrees
that the Credit Agreement contains certain provisions which provide, among other
things,  for the  acceleration  of the maturity of this Line of Credit Note upon
the occurrence of certain stated events and also for the prepayment of principal
prior to the Maturity Date upon the terms and conditions specified in the Credit
Agreement.


         The  Borrower,  its permitted  successors  or assigns,  and all persons
liable hereon or for the payment of this Line of Credit Note, waive  presentment
for payment, demand, protest, and notice of nonpayment,


<PAGE>



demand  and  protest,  and  consent  to any  and  all  renewals,  extensions  or
modifications  that might be made by the Lender  prior to the time of payment of
this Line of Credit Note from time to time.

         This Line of Credit  Note shall be governed by the laws of the State of
Nevada.

THE BORROWER  WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER,  OR IN ANY PROCEEDING IN ANY WAY ARISING OUT
OF OR IN CONNECTION  WITH,  THIS LINE OF CREDIT NOTE OR THE CREDIT  AGREEMENT OR
ANY OTHER DOCUMENT OR AGREEMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR
THEREWITH,  WHETHER IN CONTRACT OR TORT,  AT LAW OR IN EQUITY,  AND THE BORROWER
AGREES THAT ANY SUCH ACTION OR PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.


         IN WITNESS  WHEREOF,  intending to be legally  bound,  the Borrower has
caused this Line of Credit Note to be duly  executed  and  delivered on the date
first above written.


                            NORDIC GAMING CORPORATION

                                            By:      /S/ Chester Waxman

                                            Name: Chester Waxman

                                            Title:   Vice President



10522180.03



                                      xvii.

<PAGE>



                               SECURITY AGREEMENT


         THIS SECURITY AGREEMENT is made and entered into this 27 day of August,
1997,  by and among NORDIC  GAMING  CORPORATION,  a  corporation  organized  and
existing under the laws of the province of Ontario,  Canada (the "Debtor"),  and
LAS VEGAS  ENTERTAINMENT  NETWORK,  INC.,  a Nevada  corporation  (the  "Secured
Party").

                                   BACKGROUND

A. The Debtor is indebted to the Secured  Party under a Line of Credit Note (the
"Note")  dated of even date  herewith  issued  to the  Secured  Party  under and
pursuant to a Line of Credit  Agreement dated of even date herewith  between the
Debtor and the Secured Party (the "Credit Agreement").

A. The Debtor has agreed to grant to the Secured Party security for the Debtor's
current and future  obligations  to the Secured Party arising under the Note and
Credit Agreement (collectively, the "Credit Documents").

A. The terms of this Security  Agreement without  definition that are defined in
the Personal Property Security Act, as enacted in the Province of Ontario and in
effect on the date of this Security  Agreement (the "Personal  Property Security
Act"),  shall  have  the  meanings  ascribed  to them in the  Personal  Property
Security Act, unless the context requires otherwise.

                                    AGREEMENT

         NOW  THEREFORE,  intending  to be  legally  bound,  the  Debtor and the
Secured Party hereby agree as follows:

1.   Section  Creation of Security  Interest.  The Debtor  hereby  grants to the
     Secured Party a first and prior lien on and security interest in and to the
     property hereinafter described,  whether now owned or hereafter acquired or
     arising and wherever located (the "Collateral"):

All  tangible and intangible personal property of the Debtor,  including but not
     limited to:

(a) all accounts,  accounts receivable,  rights under contracts,  chattel paper,
instruments  and all  obligations  due the  Debtor for goods sold or to be sold,
leased or to be leased, or services rendered or to be rendered ("Accounts");

(a) all inventory, whether raw materials, work-in-process, finished goods, parts
or supplies or otherwise;  all goods,  merchandise  and other  property held for
sale or lease or to be furnished under any contract of service; all documents of
title covering any goods which are or are to become and any such goods which are
leased  or  consigned  to  others  ("Inventory");  (b)  all  leases  and  rental
agreements  for  personal  property  between  the Debtor as lessor  (whether  by
origination or derivation) and any and all persons or parties as lessee(s),  and
all rentals,  purchase  option amounts,  and other sums due thereunder;  and all
inventory,  equipment,  goods and  property  subject  to such  leases and rental
agreements  and all  accessions,  parts  and  tools  attached  thereto  and used
therewith and all of the Debtor's residual or reversionary rights therein;

                                      xvii.

<PAGE>




(a) all machinery,  equipment,  furniture,  fixtures, tools, motor vehicles, and
all accessories, parts and equipment now or hereafter affixed thereto or used in
connection therewith, and all other tangible personal property ("Equipment");

(a) all  general  tangibles,  including  but  not  limited  to all tax  refunds,
patents,   trademarks,   service  marks,  trade  names,   copyrights  and  other
intellectual property and proprietary rights;

(a)  all additions, replacements,  attachments,  accessions and substitutions to
     or for any Inventory or Equipment;

(a) all  property  of the Debtor,  including  without  limitation,  instruments,
chattel paper and  documents,  which at any time the Secured Party shall have or
have the right to have in its possession, or which is in transit to it (pursuant
to the terms of a letter of credit or otherwise);

(a) all books and records  evidencing or relating to the  foregoing,  including,
without  limitation,  billing  records of every kind and  description,  customer
lists, data storage and processing media, software and related materia; and

(a) all proceeds,  which term shall have the meaning given to it in the Personal
Property  Security  Act and shall  additionally  include  but not be limited to,
whatever is received upon the use, lease,  sale,  exchange,  collection or other
utilization  or  any   disposition  of  any  of  the  collateral   described  in
subparagraphs  (a) through (h) above,  whether  cash or noncash,  and  including
without  limitation,   rental  or  lease  payments,   accounts,  chattel  paper,
instruments,   documents,  contract  rights,  general  intangibles,   equipment,
inventory  and  insurance  proceeds;  and all  such  proceeds  of the  foregoing
("Proceeds").

1. Section Secured  Obligations.  The security interest created by this Security
Agreement is given as security for the proper payment, performance, satisfaction
and  discharge  of  the  payment  of  any  principal,  interest  and  any  other
liabilities  of the Debtor to the  Secured  Party  under the  Credit  Documents,
whether thereunder now existing or hereafter created (the "Obligations").

1.   Section  Representations and Warranties.  The Debtor, as of the date hereof
     represents  and  warrants as follows:  3.01 Good Title to  Collateral.  The
     Debtor has good and marketable  title to the Collateral,  free and clear of
     all liens and encumbrances other than the security interests granted to the
     Secured Party.

3.02 Location of Books and Records.  The Debtor maintains its records concerning
     the Collateral at 230 Catherine Street, Fort Erie,  Ontario,  L2A 5N9 or at
     the  location(s)  hereafter  disclosed  to the  Secured  Party  pursuant to
     Section 8 hereof.

3.03 Chief Executive Office. The chief executive office of the Debtor is 230
                                 ----------------------
Catherine Street,  Fort Erie, Ontario,  L2A 5N9 or at the location(s)  hereafter
disclosed to the Secured Party pursuant to Section 8 hereof.


                                      xix.

<PAGE>



3.04 Location of Inventory  and  Equipment.  All  Inventory and Equipment of the
     Debtor is located at 230 Catherine Street, Fort Erie,  Ontario,  L2A 5N9 or
     at the  location(s)  hereafter  disclosed to the Secured Party  pursuant to
     Section 8 hereof.

1.   Section Collection, Disposition and Use of Collateral.

4.01 Accounts  Receivable.  So long  as  there  has  been no  Event  of  Default
     hereunder, the Debtor shall be permitted to collect its accounts receivable
     and to spend the proceeds thereof.

4.02 Inventory.  So long as there has been no Event of  Default  hereunder,  the
     Debtor shall be permitted  to process and sell its  Inventory,  but only to
     the extent that such  processing  and sales are  conducted  in the ordinary
     course of the Debtor's business.

4.03 Equipment.  So long as there has been no Event of  Default  hereunder,  the
     Debtor shall be permitted  to use its  Equipment in the ordinary  course of
     its business.

1.                         Section   Covenants of the Debtor.

5.01 Affirmative Covenants. The Debtor hereby covenants that so long as any of
the Obligations have not been fully satisfied,  the Debtor shall comply with the
following affirmative covenants:

(a)  The  Debtor  shall  preserve  and  maintain  its  existence  as an  Ontario
     corporation,  and its  good  standing  in all  jurisdictions  in  which  it
     conducts   business  and  the  validity  of  all  its  licenses,   permits,
     certificates  of compliance  or grants of authority  required in connection
     with the conduct of its business, except where the failure to maintain such
     validity  would  not  have a  material  adverse  effect  on  the  business,
     financial  condition  or  results  of  operations  of the  Debtor or on the
     Collateral, taken as a whole (a "MAE").

(b)  The Debtor shall  notify the Secured  Party in writing  immediately  of the
     institution  of any  litigation,  the  commencement  of any  administrative
     proceedings,  the  happening of any event or the assertion or threat of any
     claim which could materially and adversely affect its business, operations,
     prospects or financial condition, or the occurrence of any Event of Default
     (as defined in paragraph 6 hereof) hereunder or of an event which, with the
     passage of time or the giving of notice or both,  would constitute an Event
     of Default hereunder.

(c)  The Debtor will comply with all material local, provincial and federal laws
     and regulations applicable to its business; and the Debtor shall notify the
     Secured  Party  immediately  in detail of any  actual  or  alleged  breach,
     violation,  default  or failure  to comply  with or perform  under any such
     material  laws or  regulations,  or of the  occurrence  or existence of any
     facts or  circumstances  which,  with the  passage of time or the giving of
     notice or both, could create such a breach, violation,  default or failure,
     except  where  such  breach,  violation,   default  or  failure  would  not
     constitute an MAE.

(d)  The Debtor  shall  promptly  notify the  Secured  Party of (A) any  claims,
     actions or legal proceedings  instituted or threatened  against the Debtor,
     involving One Hundred Thousand Dollars (U.S. $100,000) or more individually
     or in the aggregate;  (B) any subpoena,  citation,  order to show cause, or
     other legal  process or order  directing the Debtor to become a party to or
     participate in any proceeding by or before any governmental  agency, and it
     shall include with such notice a copy of any such subpoena,

                                       xx.

<PAGE>



citation,  order to show  cause or other  legal  process  or  order;  or (C) any
dispute or  investigation  arising between the Debtor and any person which could
have a MAE.

(e)  Upon the request of the Secured Party,  the Debtor shall warrant and defend
     title to the  Collateral,  subject  to the  rights  of the  Secured  Party,
     against the claims and demands of all persons whomsoever.

(f)  The Debtor shall maintain complete and accurate books, accounts and records
     in accordance with generally accepted  accounting  principles  consistently
     applied.

(g)  The Debtor  shall  promptly  notify and provide  the  Secured  Party with a
     notice of the  opening of any new places of  business,  the  closing of any
     existing  places of business,  the conduct of business by it under any name
     or through any entity  other than Nordic  Gaming  Corporation  or Fort Erie
     Racetrack, and the relocation of any of the Collateral.

          (h)  The Debtor shall  immediately  notify the Secured Party if any of
               its Accounts arise out of contracts with the Province of Ontario,
               with Canada or with any department,  agency or instrumentality of
               either of them.

(i)  The Debtor  shall  immediately  notify the Secured  Party in the event that
     there  ever  arises  against  any  of the  Collateral  any  lien,  security
     interest,  encumbrance, or tax or other liability,  whether or not entitled
     to priority over the Secured Party's security interest hereunder.

5.02 Negative Covenants.  The Debtor covenants and agrees that so long as any of
     the Obligations have not been fully satisfied, the Debtor shall comply with
     the following  negative  covenants  unless  otherwise waived by the Secured
     Party:

(a)  The Debtor shall not transfer,  sell, lease,  assign,  conceal or otherwise
     dispose of any of the  Collateral,  not take the same or attempt to take or
     remove the same from the province  where it is currently  located,  without
     delivering  prior written  notice of any such action to the Secured  Party;
     provided, however, that, notwithstanding anything to the contrary contained
     herein,  prior to the  occurrence  of an Event of  Default  (as  defined in
     paragraph  6 hereof),  the Debtor  shall have the right to process and sell
     any of its Inventory in the ordinary course of its business.

          (b)  The Debtor shall not mortgage, pledge, grant or permit to exist a
               securityinterest in or lien upon any of the Collateral.

          (c)  The  Debtor  shall not  permit  any  action to be taken  that may
               impair  the  value  of  any  of the  Collateral  or the  security
               intended to be afforded hereby.

          (d)  The Debtor shall not permit the Collateral to become an accession
               to other property.

          1.   Section  Event of Default.  The  occurrence of any one or more of
               the following will be an Event of Default hereunder.

          6.01 Default by the  Debtor.  The  failure of the Debtor to pay,  when
               due, any debt or obligation due to any of the Secured Party.

                                      xxi.

<PAGE>



          6.02 Failure to Observe Covenants.  The failure of the Debtor to keep,
               observe or perform any  provisions of this Security  Agreement or
               any of the  Credit  Documents,  which  failure  is not  cured and
               remedied  within the later to occur of forty-five (45) days after
               notice of the  failure is given to the  Debtor or the  passage of
               all applicable grace periods  provided in such instruments  under
               which such default has arisen.

          6.03 Representations,  Warranties. If any representation,  warranty or
               certificate  furnished by the Debtor under or in connection  with
               the Security  Agreement or any of the Credit  Documents shall, at
               any time, be materially false or incorrect.

          6.04 Event of  Default  under the Note.  If there  shall  occur and be
               continuing an Event of Default under the Note.

1. Section Secured Party's Rights Upon Event of Default.  Upon the occurrence of
an Event of Default hereunder, or at any time thereafter,  the Secured Party may
immediately and without notice do any or all of the following,  which rights and
remedies are cumulative, may be exercised from time to time, and are in addition
to any rights and remedies available to the Secured Party.

          7.01 Personal  Property  Security Act Rights.  Exercise any and all of
               the rights and  remedies of a secured  party  under the  Personal
               Property Security Act,  including the right to require the Debtor
               to assemble the  Collateral  and make it available to the Secured
               Party at a place reasonably convenient to the parties.

          7.02 Operation of Collateral.  Operate,  utilize,  recondition  and/or
               refurbish (at the Secured  Party's sole option and discretion and
               in any manner) any of the Collateral which is Equipment,  for the
               purpose of enhancing or preserving the value thereof or the value
               of any Collateral.

          7.03 Payments to Secured Party.  Notify all account debtors and direct
               them to make all  payments in respect to Accounts  directly to or
               for the account of the Secured Party.

          7.04 Appoint  Receiver.  Appoint by  instrument in writing one or more
               Receivers  (meaning  a  receiver,  a manager  or a  receiver  and
               manager) of the Debtor or any or all of the Collateral  with such
               rights, powers and authority (including any or all of the rights,
               powers and authority of the Secured  Party under this  Agreement)
               as may be provided for in the  instrument of  appointment  or any
               supplemental instrument, and remove and replace any such Receiver
               from time to time. To the extent permitted by applicable law, any
               Receiver  appointed  by the  Secured  Party  will  (for  purposes
               relating to responsibility  for the Receiver's acts or omissions)
               be  considered  to be the  agent  of the  Debtor  and  not of the
               Secured Party.

          7.05 Court-Appointed   Receiver.   Apply  to  a  court  of   competent
               jurisdiction  for the  appointment of a Receiver of the Debtor or
               of any or all of the Collateral.

          7.06 Consultants.  Require  the Debtor to engage a  consultant  of the
               Secured Party's choice, or engage a consultant on its own behalf,
               such  consultant to receive the full  cooperation  and support of
               the Debtor and its employees,  including  unrestricted  access to
               the  premises,  books and records of the Debtor;  all  reasonable
               fees and expenses of such consultant  shall be for the account of
               the Debtor and the Debtor hereby  authorizes any such  consultant
               to report  directly to the  Secured  party and to disclose to the
               Secured Party any and all  information  obtained in the course of
               such consultant's employment.


                                      xxii.

<PAGE>



          7.07 Sale of  Collateral.  Upon five (5) calendar  days' prior written
               notice to the ------------------  Debtor, which the Debtor hereby
               acknowledges  to  be  sufficient,   commercially  reasonable  and
               proper,  sell,  lease or  otherwise  dispose of any or all of the
               Collateral at any time and from time to time at public or private
               sale,  with  or  without  advertisement  thereof  and  apply  the
               proceeds of any such sale first to the Secured  Party's  expenses
               in  preparing  the  Collateral  for  sale  (including  reasonable
               attorneys'  fees) and second to the complete  satisfaction of the
               Obligations.  The Debtor  waives the  benefit of any  marshalling
               doctrine  with respect to the Secured  Party's  exercise of their
               rights  hereunder.  Effective  upon default,  the Debtor grants a
               royalty-free  license  to the  Secured  Party  for  all  patents,
               service  marks,  trademarks,  trade names,  copyrights,  computer
               programs and other  intellectual  property and proprietary rights
               sufficient  to permit the Secured  Party to  exercise  all rights
               granted  to the  Secured  Party  under  this  Section;  provided,
               however,  that such  license  shall be granted only to the extent
               permitted by law, only to the extent not otherwise  contractually
               prohibited  and only to the  extent  that such  license  does not
               materially  impair  any  benefits  granted  to  any  other  party
               pursuant  to  any  other  license  or  similar  grant  of  use or
               application.

7.08 Release of Errors, Etc. The Debtor waives and releases all errors,  defects
     and imperfections in any proceedings  instituted by the Secured Party under
     the terms of this  Security  Agreement,  as well as all benefits that might
     accrue to it by virtue of any present or future laws exempting  Collateral,
     or any part of the proceeds  arising from any sale of any such  Collateral,
     from attachment, levy or sale under execution, or providing for any stay of
     execution to be issues on any judgment recovered on the Note.

1.   Section  Financing  Statements;   Protection  and  Perfection  of  Security
     Interest.

8.01 Financing Statements. At the request of the Secured Party, the Debtor shall
     execute one or more financing statments in form satisfactory to the Secured
     Party, and will pay the cost of filing the same in all public offices where
     filing is deemed by the Secured Party to be necessary or desirable.


          8.02 Certificates  of Title.  At the request of the Secured Party from
               time to time, the Debtor,  at its expense,  will promptly  secure
               the necessary  certificates of title and take all steps necessary
               to cause the interest of the Secured  Party to be properly  noted
               on any  certificates of title issued or outstanding  with respect
               to any item of the Collateral that is now or hereafter subject to
               a certificate of title or is required by laws to be.

          8.03 Recordations.  At the request of the  Secured  Party from time to
               time, Debtor will execute, acknowledge, witness, deliver and file
               or record in the  proper  governmental  office,  or  procure  the
               execution, acknowledgment, witnessing and delivery and the filing
               and  recordation  in the  proper  governmental  offices  of,  any
               instrument,  paper or document satisfactory to the Secured Party,
               and shall  take or cause to be taken any other  action  which the
               Secured  Parties  may deem  necessary  or  desirable  to  create,
               preserve,  perfect, extend, modify, terminate or otherwise affect
               any security  interest granted pursuant hereto,  or to enable the
               Secured Party to exercise or enforce any of its rights hereunder.

          8.04 Powers of Attorney.  The Debtor hereby  irrevocably  appoints any
               representative  of the Secured Party as the  attorney-in-fact  of
               the  Debtor  to  execute  all   documents,   including,   without
               limitation,  financing  statements,  and to  perform  all acts on
               behalf of the Debtor  that the  Secured  Party  reasonably  deems
               necessary  to protect,  perfect and keep  perfected  the security
               interest created by this Security Agreement.


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          1.   Section  Notices.  Any written  notices  required or permitted by
               this Security Agreement shall be effective if delivered in person
               or if sent by first-class mail, or if sent by reliable  overnight
               commercial courier (charges prepaid), to:

                           If to the Debtor:

                           Nordic Gaming Corporation
                           c/o Blake, Cassels & Graydon
                           Box 25, Commerce Court West
                           Toronto, Ontario  M5L 1A9
                           Attention:  Frank Guarascio

                           If to the Secured Party:
                           Las Vegas Entertainment Network, Inc.
                           1801 Century Park East, Suite 2300
                           Los Angeles CA 90067
                           Attention:  Chairman

                  The  addresses  may be  changed  only in  accordance  with the
provisions of this Section 9.

1.                         Section   Miscellaneous.
 .01 No Waiver. No delay or omission by the Secured Party in exercising any right
or remedy  hereunder  shall operate as a waiver thereof or of any other right or
remedy,  and no single or partial  exercise  thereof shall preclude any exercise
thereof or the exercise of any other right or remedy.

          10.02Costs.  In the  event  of a  dispute  between  the  parties,  the
               prevailing   party  in  any  litigation  shall  be  paid  by  the
               non-prevailing   party  in  any  litigation,   upon  demand,  the
               prevailing   party's  costs  and  expenses  of  the   litigation,
               including reasonable attorneys' fees and costs.

          10.03Preservation   of  Rights.   The  Secured  Party  shall  have  no
               obligation  or  responsibility  to take any steps to  enforce  or
               preserve  rights  against  any  parties to any  Account  and such
               obligation  and  responsibility  shall  be  those  of the  Debtor
               exclusively.

          10.04Successors.  The  provisions  of this  Security  Agreement  shall
               inure to the benefit of and be binding upon the Secured Party and
               the Debtor and their respective successors and assigns,  provided
               that  the  Debtor's  obligations  hereunder  may not be  assigned
               without the written consent of the Secured Party.

          10.05Amendments.  No  modification,  rescission,  waiver,  release  or
               amendment of any provisions of this Security  Agreement  shall be
               effective  unless set forth in a written  agreement signed by the
               Debtor and the Secured Party.

          10.06Governing Law. This Security  Agreement  shall be construed under
               the  internals  laws of the Province of Ontario,  Canada  without
               reference to conflict of law principles.

          10.07Severability.  If any provision of this Security  Agreement shall
               be held  invalid or  unenforceable  under  applicable  law in any
               jurisdiction,  such  invalidity  or  unenforceability  shall  not
               affect the validity or  enforceability  of such  provision in any
               other jurisdiction or the validity or enforceability of any

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other provision of this Security Agreement that can be given effect without such
invalid and unenforceable provision.

          10.08Counterparts.  This  Agreement  may be  executed  in two or  more
               counterparts,  each of which shall be deemed an original, but all
               of  which  together  shall   constitute  but  one  and  the  same
               instrument.

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  their  duly
authorized representatives to execute and deliver this Security Agreement on the
date first written above.

                           LAS VEGAS ENTERTAINMENT NEWWORK, INC.

                           By: /S/ Joseph A. Corazzi

                           NORDIC GAMING CORPORATION

                           By:/S/ Henny Muller






                                      xxv.

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