ex10-1




EXHIBIT 10.1

EXTENSION TO PROMISSORY NOTE



  	 	 	 	 	 
	
        $400,000.00

      		
        
           San Diego, San Diego County,

            California 

        

      		
        March 31,
          2001

      



FOR VALUE RECEIVED, the undersigned, L. Donald Speer, II and Kelly Elizabeth
Speer, (“Makers”), and Venture Catalyst Incorporated, a Utah corporation or its
assigns (“Holder”) hereby enter into this extension (“Extension”) to that
certain advance promissory note (“Note”), dated September 1, 2000, as follows:


RECITALS


A. In accordance with the Section 1 of the Note, the principal amount of the
Note and all unpaid interest, if any, are due and payable in full on March 31,
2001.


B. Holder has determined that it is in its best interest to extend the Note for
an additional six months, the unpaid principal amount and all accrued but
unpaid interest, if any, thereby due and payable in full on September 30, 2001.


C. As of March 31, 2001, the aggregate unpaid principal and accrued but unpaid
interest on the Note were $38,814.95.


AGREEMENT


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


      1. Capitalized Terms. Capitalized terms used herein shall have the same
meanings ascribed to such terms in the Note unless otherwise defined herein.


      2. Payment. Section 1(a) of the Note is hereby amended to extend the date
of Mandatory payment from March 31, 2001 to September 30, 2001.


      3. Incorporation by Reference. The parties hereto incorporate by
reference herein each and every covenant, term and condition contained in the
Note as if more fully set forth herein, subject only to the amendment and
modifications contained in this Extension, the same which shall supercede any
term or condition set forth in the Note that may be in conflict herewith.


      4. Incorporation. This Extension shall be deemed a part of and
incorporated into the Note and is hereby ratified, approved and confirmed in
each and every respect. All references to the Note or this Extension in any
other document, instrument, agreement or writing shall hereafter be deemed to
refer to the Note as modified hereby.


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      5. Successor and Assigns. This Extension shall be binding upon Borrower,
her successors and assigns, and shall inure to the benefit of Lender, its
successor and assigns.


      6. Applicable Law. THIS EXTENSION SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OFA THE STATE OF CALIFORNIA, WIHTOUT
GIVING NOTICE TO THE PRINCIPLES OF CONFLICT OF LAWS OR THE STATE OF CALIFORNIA.
THIS FIRST EXTENSION MAY BE ENFORCED IN SAN DIEGO COUNTY SUPERIOR COURT BY
AGREEMENT OF THE PARTIES HERETO.


      IN WITNESS WHEREOF, the parties have executed this Extension as of the
date first set forth above.



  	 	 	 
	Venture Catalyst Incorporated,	 	Makers
	a Utah corporation		 
	 		 
	 By: /s/ KEVIN MCINTOSH
        

        Kevin McIntosh,

        Chief Financial Officer 		 /s/ L. DONALD SPEER, II
        

        L. Donald Speer, II

      


  	 	/s/ KELLY ELIZABETH SPEER

        Kelly Elizabeth Speer 
	 	 


   



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