REVISED AND RESTATED
                              --------------------
                         GAMING EQUIPMENT SALE AGREEMENT
                         -------------------------------

         THIS REVISED AND RESTATED GAMING EQUIPMENT AGREEMENT ("Agreement") is
made and entered into as of this ___ day of July, 2001, by and between PHOENIX
LEISURE, INC., a Nevada corporation (the "Seller"); and ABD GAMING SUPPLY, a
Mississippi corporation, and its designees and assigns (the "Purchaser").

                                    RECITALS
                                    --------

         WHEREAS, Seller owns certain gaming equipment (as more fully described
below the "Assets"); and

         WHEREAS, the Purchaser is desirous of buying said Assets and Seller is
desirous of selling said Assets, for the consideration and pursuant to the terms
and conditions as set forth below; and

         WHEREAS, the Purchaser and Seller are parties to a Gaming Equipment
Sale Agreement (the "Prior Sale Agreement"), dated April 18, 2001, and a related
convertible promissory note (the "Prior Note") of the same date, in the amount
of Four Hundred Thousand Dollars ($400,000)(collectively the "Prior
Agreements").

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, the parties hereto agree as follows:

         This Agreement shall revise and replace, supersede and replace the
Prior Agreements in their entirety.

1.       SALE AND PURCHASE OF ASSETS
         ---------------------------

         1.1      Description of Assets. The Assets consist of gaming equipment
                  (the "Gaming Machines") described on Exhibit A, attached
                  hereto and incorporated herein by reference. It is agreed and
                  understood that One Hundred Sixty (160) of the total Six
                  Hundred (600) Gaming Machines were previously delivered to
                  Purchaser pursuant to the Prior Sale Agreement (described on
                  Exhibit A thereto), and Viva Gaming & Resorts, Inc., a Florida
                  corporation ("Viva") hereby acknowledges receipt of same to an
                  address designated by the Purchaser to Seller in writing (the
                  "Destination"), and agrees that the delivery of the Assets
                  described herein shall be net of such Assets previously
                  delivered (also referred to as the "Remaining Assets").

         1.2      Sale of Assets. Subject to the terms and conditions
                  hereinafter set forth, and exchanged for the consideration
                  described herein, Seller shall sell, transfer, assign and
                  deliver to Purchaser and Purchaser shall purchase and acquire
                  from Seller on the Closing Date (as such term is hereinafter
                  defined), all of Seller's right, title and interest in and to
                  the Assets.

<PAGE>


         1.3.     Use of Licensed Intermediary/True Party in Interest. It is
                  specifically agreed and understood that Purchaser is a
                  licensed gaming distributor under the laws of the State of
                  Mississippi, and is acting solely in an intermediary capacity
                  with respect to the purchase of the Assets. Accordingly,
                  Purchaser shall, immediately upon the effectiveness of this
                  Agreement, transfer the Remaining Assets to Viva, and that for
                  the purposes of the payment provisions herein, Viva shall be
                  an intended beneficiary of this Agreement, and an express
                  designee and assign of the Purchaser, and, that therefore,
                  Viva shall be considered the real party in interest receiving
                  the benefit of this Agreement, and shall be delivering the
                  Purchase Price to the Seller in consideration therefor.

         1.4      Purchase Price. The total purchase price (the "Purchase
                  Price") to be paid by the Purchaser (by its designee and
                  assigns, Viva) to the Seller for all of the Assets shall be
                  equal to the sum of One Million Five Hundred Thousand Dollars
                  ($1,500,000).

         1.5      Manner of Payment of Purchase Price. The Purchase Price shall
                  be paid by delivery by Viva to Seller at Closing (defined
                  below): (i) a convertible promissory note in the amount of
                  Five Hundred Thousand Dollars ($500,000), with a one (1) year
                  maturity, convertible at any time prior to maturity into Five
                  Hundred Thousand 500,000 shares of Viva's common stock
                  ("Common Stock"), par value $0.001 per share (the "Conversion
                  Shares") attached hereto as Exhibit B (the "Note"), and (ii)
                  One Million (1,000,000) shares of Viva's common stock (the
                  "Purchased Shares"). The Conversion Shares and the Purchased
                  Shares are collectively referred to as the "Shares."

         1.6      Closing Date and Place. The Closing shall take place
                  concurrently with the execution of this Agreement and delivery
                  of the Note and the Purchased Shares by Viva to Seller, at the
                  offices of the Seller or attorney of the Seller, located in
                  Las Vegas, Nevada, or by mail. (The date of Closing is
                  sometimes referred to herein as the "Closing Date.")

         1.7      Delivery of Assets. Seller shall ship the Remaining Assets to
                  the Destination. The cost of such shipping shall be paid by
                  the Seller, provided, however, that upon the delivery of the
                  Assets to the shipping carrier, Seller shall have no further
                  liability or obligation for the Assets (including, without
                  limitation, the condition of the Assets and the ultimate
                  delivery of the Assets to the Destination). By its execution,
                  Purchaser and Viva specifically acknowledge and agree that
                  while Seller shall pay the cost of shipping the Assets to Viva
                  at the Destination, Seller shall have no liability,
                  obligation, or other responsibility whatsoever with respect to
                  the transport of the Assets to the Destination, and Viva
                  agrees to be solely responsible for the Assets during shipping
                  and upon arrival at the Destination.

                                       2

<PAGE>


         1.8      Condition of the Assets. The Assets shall be in reasonable
                  working order but without any further or continuing guaranty
                  or warranty, either express or implied by the Seller, as to
                  the condition thereof. Viva shall have thirty (30) days after
                  its receipt of the Assets at the Destination to notify Seller
                  that the Assets are not in reasonable working order ("Notice
                  Period") together with a reasonably detailed explanation of
                  the defects ("Defect Notice"). If Viva has not so notified
                  Seller within the Notice Period, the Assets shall be
                  considered to be in reasonable working order for the purposes
                  of this Agreement. If a Defect Notice has been given to Seller
                  by Viva within the Notice Period, Seller shall have the right
                  to (a) repair the Asset and re-deliver, (b) replace the Asset
                  and re-deliver, or (c) deduct the prorata portion of the value
                  of the Asset ($2,500 per machine) from the balance due on the
                  Note. Re-delivery of a repaired Asset or a replaced Asset
                  shall recommence the Notice Period with respect to such Asset.
                  Seller agrees to provide to Viva technical support and
                  maintenance for the Assets once they commence gaming
                  activities in the Grandsur Casino located in the Grandsur Mall
                  in Mexico City, Mexico by Seller, under the terms of a
                  Technical Services Agreement to be executed at a later date
                  between parties.

2.       REPRESENTATIONS AND WARRANTIES OF SELLER
         ----------------------------------------

         The Seller represents and warrants to Purchaser and Viva that the
following representations and warranties are true and correct on the date
hereof, and will be so on the Closing Date.

         2.1.     Power and Authority; Authorization and Validity. The Seller
                  has full power and authority to execute, deliver, and perform
                  its obligations under this Agreement and all other agreements
                  and documents it is or will be executing in connection with
                  this Agreement and the transactions contemplated hereby. This
                  Agreement and each other agreement contemplated by this
                  Agreement have been or will be duly executed and delivered by
                  the Seller and constitute or will constitute legal, valid, and
                  binding obligations of the Seller, enforceable in accordance
                  with their terms, except as may be limited by applicable
                  bankruptcy, insolvency, or similar laws affecting creditors'
                  rights generally or the availability of equitable remedies.

         2.2.     Organization and Good Standing. The Seller is a corporation
                  validly existing under the laws of Nevada.

         2.3.     Title. The Seller has good and marketable title to the
                  Remaining Assets and there are no liens thereon which will
                  interfere with Viva's use and enjoyment of said Assets.

         2.4      Investment.
                  ----------

                  2.4.1    Purchase Entirely for Own Account. The Shares to be
                           received by the Seller pursuant to the terms hereof
                           will be acquired for investment for the Seller's own

                                       3

<PAGE>


                           account, not as a nominee or agent, and not with a
                           view to the resale or distribution of any part
                           thereof. The Seller has no present intention of
                           selling, granting any participation in, or otherwise
                           distributing the Shares acquired by the Seller. The
                           Seller has no contract, undertaking, agreement or
                           arrangement with any person to sell or transfer, or
                           grant any participation to such person or to any
                           third person, with respect to any of the Shares to be
                           acquired by the Seller.

                  2.4.2    Access to Information, Experience, Etc

                           (a)      The Seller has been furnished access to the
                                    business records of the Company and such
                                    additional information and documents as the
                                    Investor has requested and has been afforded
                                    an opportunity to ask questions of, and
                                    receive answers from, representatives of the
                                    Company concerning the terms and conditions
                                    of this Agreement, the purchase of the
                                    Shares, the business, operations, market
                                    potential, capitalization, financial
                                    condition and prospects of the Company, and
                                    all other matters deemed relevant to such
                                    Investor.

                           (b)      The Seller acknowledges that it has had an
                                    opportunity to evaluate all information
                                    regarding the Company as it has deemed
                                    necessary or desirable in connection with
                                    the transactions contemplated by this
                                    Agreement, has independently evaluated the
                                    transactions contemplated by this Agreement
                                    and has reached its own decision to enter
                                    into this Agreement.

                  2.4.3    Restricted Securities. The Seller understands that
                           the Shares to be acquired by the Seller have not been
                           registered under the Securities Act or the laws of
                           any state and may not be sold or transferred, or
                           otherwise disposed of, without registration under the
                           Securities Act and applicable state securities laws
                           or an exemption therefrom. The Seller will sell or
                           transfer, or otherwise dispose of, the Shares to be
                           acquired by the Seller only in a manner consistent
                           with the representations and warranties set forth
                           herein and any applicable federal and state
                           securities laws.

                  2.4.4    Legends. It is understood that the certificates
                           evidencing the Shares may bear one or all of the
                           following legends:

                           (a)      THE SECURITIES REPRESENTED BY THIS
                                    CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
                                    THE SECURITIES ACT OF 1933, AS AMENDED, OR
                                    APPLICABLE STATE SECURITIES LAWS AND MAY NOT
                                    BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
                                    OF IN THE ABSENCE OF AN EFFECTIVE
                                    REGISTRATION STATEMENT WITH RESPECT TO THE
                                    SECURITIES EVIDENCED BY THIS CERTIFICATE,
                                    FILED AND MADE EFFECTIVE UNDER THE

                                       4

<PAGE>


                                    SECURITIES ACT OF 1933, AS AMENDED, AND SUCH
                                    APPLICABLE STATE SECURITIES LAWS, OR UNLESS
                                    THE COMPANY RECEIVES AN OPINION OF COUNSEL
                                    REASONABLY SATISFACTORY TO THE COMPANY TO
                                    THE EFFECT THAT REGISTRATION UNDER SUCH ACT
                                    AND SUCH APPLICABLE STATE SECURITIES LAWS IS
                                    NOT REQUIRED.

3.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.
         -------------------------------------------

         Purchaser (including Viva) represents and warrants to Seller, knowing
and intending that Seller shall rely thereon in entering into this Agreement and
performing the obligations on its part to be performed hereunder, that the
following representations and warranties are true and correct on the date
hereof, and will be so on the Closing Date.

         3.1.     Power and Authority; Authorization and Validity. The Purchaser
                  has full power and authority to execute, deliver, and perform
                  its obligations under this Agreement and all other agreements
                  and documents it is or will be executing in connection with
                  this Agreement and the transactions contemplated hereby. This
                  Agreement and each other agreement contemplated by this
                  Agreement (including the Note) have been or will be duly
                  executed and delivered by the Purchaser and constitutes or
                  will constitute the legal, valid, and binding obligations of
                  the Purchaser, enforceable in accordance with their terms,
                  except as may be limited by applicable bankruptcy, insolvency,
                  or similar laws affecting creditors' rights generally or the
                  availability of equitable remedies.

         3.2      Organization and Good Standing. Purchaser is duly organized
                  and in good standing in its jurisdiction of formation, and is
                  qualified to do business where it is required to be so
                  qualified.

         3.3      Binding Obligation. The execution and delivery of this
                  Agreement and the other instruments and agreements
                  contemplated hereby by Purchaser and the performance by
                  Purchaser of the transactions contemplated by this Agreement
                  have been duly authorized by all required corporate action of
                  Purchaser and will not violate Purchaser's articles of
                  incorporation or bylaws, or any judgment, indenture, agreement
                  or contract to which Purchaser is a party or by which
                  Purchaser is bound. The Agreement constitutes the valid and
                  legally binding obligation of Purchaser, enforceable in
                  accordance with its terms and conditions, except as such
                  enforceability may be limited by applicable bankruptcy,
                  insolvency or similar laws affecting the enforcement of
                  creditors rights generally and by general principals of
                  equity.

         3.4      Authorization. The Shares are duly authorized and, when
                  delivered in compliance with this Agreement, or pursuant to
                  the Convertible Note, as the case may be, will be duly and
                  validly issued and outstanding, fully paid and nonassessable,
                  and will be free of any liens, encumbrances and restrictions
                  whatsoever.

                                       5

<PAGE>


         3.5      Compliance with Securities Laws. Viva has issued the Purchased
                  Shares, and will issue the Conversion Shares, in compliance
                  with all applicable state and federal laws regulating the
                  offer, sale and issuance of securities.

         3.6      Availability of Shares. Viva shall at all times reserve and
                  maintain a sufficient number of its authorized but unissued
                  Common Stock to satisfy the conversion feature of the
                  Convertible Note and deliver the Conversion Shares.

         3.7      Rule 144. Viva has and shall continue to meet all the
                  prerequisites of Rule 144 of the Securities Act such that
                  Purchaser shall be entitled to rely on the "Safe Harbor"
                  provisions of same if and when it re-sells the Shares.

4.       CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION.
         ----------------------------------------------

         Notwithstanding any other provision of this Agreement to the contrary,
Purchaser's obligations hereunder are subject to, and Purchaser shall have no
obligation to consummate the transactions contemplated hereunder unless all of
the following conditions are satisfied (provided that any of the same may be
waived in writing by Purchaser). Unless otherwise expressly provided elsewhere
in this Agreement, no failure of any of the following conditions shall
constitute a breach or default hereunder on the part of the Seller.

         4.1      Representations and Warranties. Seller's representations and
                  warranties contained herein and in any certificate or document
                  delivered to Purchaser pursuant hereto shall be deemed to have
                  been made again at and as of the date of the Closing and shall
                  then be true and correct in all material respects.

         4.2      Performance. Seller shall have performed and complied with all
                  covenants and agreements that Seller is required to perform or
                  with which it is required to comply prior to or at the
                  Closing.

         4.3      No Liens. The Assets shall be free and clear of all liens and
                  encumbrances, except liens that are terminated simultaneously
                  with the Closing.


                                       6
<PAGE>


5.       CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.
         --------------------------------------------

         Seller's obligations hereunder are subject to the fulfillment prior to
or at the Closing of each of the following conditions and Seller shall have no
obligation to consummate the transactions contemplated hereunder unless all of
the following conditions are satisfied (provided that any of the same (except
the Gaming Laws, as defined below) may be waived in writing by Seller):

         5.1      Gaming Laws. This Agreement and Seller's obligations
                  hereunder, are expressly subject to all applicable gaming
                  laws, rules and regulations (the "Gaming Laws"), including,
                  without limitation, the laws of the States of Mississippi,
                  Nevada and Washington. Any action herein in contravention of
                  such laws, rules and regulations shall be null and void ab
                  initio.

         5.2      Representations and Warranties. The Purchaser's
                  representations and warranties contained herein and in any
                  certificate or document delivered to Seller pursuant hereto
                  shall be deemed to have been made again at and as of the date
                  of the Closing and shall then be true and correct in all
                  material respects.

         5.3      Performance. Purchaser shall have performed and complied with
                  all covenants and agreements that Purchaser is required to
                  perform or with which it is required to comply prior to or at
                  the Closing.

         5.4      Purchase Price. Viva shall deliver the Purchase Price in the
                  form and on or before the date provided for herein.

6.       INDEMNIFICATION

         6.1      Indemnification by Seller. From and after completion of the
                  Closing, Seller will indemnify, defend, and hold harmless
                  Purchaser and Viva and its shareholders, directors and
                  officers from and against:

                  (a)      all damages to Purchaser and Viva resulting from or
                           arising out of (A) any breach of any representation
                           or warranty made by Seller in this Agreement; or (B)
                           any act or omission of Seller with respect to, or any
                           event or circumstance related to, the ownership of
                           the Assets, which occurred or existed prior to or at
                           the Closing Date; and

                  (b)      all claims, actions, suits, proceedings, demands,
                           judgments, assessments, fines, interest, penalties,
                           costs and expenses (including settlement costs and
                           reasonable legal, account, experts and other fees,
                           costs and expenses) resulting from the foregoing.

                                       7

<PAGE>


         6.2      Indemnification by Purchaser and Viva. From and after the
                  completion of the Closing, Purchaser will indemnify, defend
                  and hold harmless Seller, and Seller's shareholders,
                  directors, officers, employees, agents, successors and
                  assigns, from and against:

                  (a)      all damages to Seller or any such other indemnified
                           person resulting from or arising out of (i) any
                           breach of any representation or warranty made by
                           Purchaser in this Agreement; (ii) the breach of any
                           covenant, agreement, or obligation of Purchaser
                           contained in this Agreement, (iii) any act or
                           omission of Purchaser with respect to, or any event
                           or circumstance related to, the ownership or
                           operation of the Assets, which act, omission, event
                           or circumstance occurs after the Closing Date, or
                           (iv) the failure by Purchaser to perform any of its
                           obligations hereunder and with regard to the Assets;
                           and

                  (b)      all claims, actions, suits, proceedings, demands,
                           judgments, assessments, fines, interest, penalties,
                           costs and expenses (including, without limitation,
                           settlement costs and reasonable legal, accounting,
                           experts and other fees, costs and expenses) incident
                           or relating to or resulting from any of the
                           foregoing.

         6.3      Procedures; Third-Party Claims.
                  ------------------------------

                  (a)      If a claim to which the indemnification provisions of
                           this Article 6 apply arises out of any suit, claim or
                           other assertion of liability by a third party
                           (hereinafter referred to collectively as the "Claims"
                           and individually as a "Claim"), the indemnified party
                           agrees to promptly give written notice to the
                           indemnifying party of the existence of such claim.

                  (b)      The obligations and liabilities of the parties hereto
                           with regard to their respective indemnities hereunder
                           resulting from any Claim shall be subject to the
                           following additional terms and conditions:

                           (i)      The indemnifying party shall have the right
                                    to undertake, by counsel or other
                                    representatives of its own choosing, the
                                    defense of or opposition to such Claim;

                           (ii)     In the event that the indemnifying party
                                    shall elect not to undertake such defense or
                                    opposition, or within fourteen (14) days
                                    after notice of any such Claim the
                                    indemnified party shall fail to defend or
                                    oppose such Claim, the indemnified party
                                    (upon further written notice to the
                                    indemnifying party) shall have the right to
                                    undertake the defense, opposition,
                                    compromise or settlement of such Claim, by
                                    counsel or other representatives of its own
                                    choosing, on behalf of and for the account

                                       8

<PAGE>


                                    and risk of the indemnifying party (subject
                                    to the right of the indemnifying party to
                                    assume defense of or opposition to such
                                    Claim at any time prior to settlement,
                                    compromise or final determination thereof).

                           (iii)    Anything in this Article 6 to the contrary
                                    notwithstanding: (A) if there is a
                                    reasonable probability that a Claim may
                                    materially and adversely affect the
                                    indemnified party, the indemnified party
                                    shall have the right, at its own cost and
                                    expense, to participate in the defense,
                                    opposition, compromise or settlement of the
                                    Claim; (B) the indemnifying party shall not,
                                    without the indemnified party's written
                                    consent, settle or compromise any Claim or
                                    consent to entry of any judgment which does
                                    not include as an unconditional term thereof
                                    the release of the indemnified party by the
                                    claimant or the plaintiff to such Claim from
                                    all liability regarding said Claim, and (C)
                                    in the event that the indemnifying party
                                    undertakes defense of or opposition to any
                                    Claim, the indemnified party, by counsel or
                                    other representative of its own choosing,
                                    and at its sole cost and expense, shall have
                                    the right to consult with the indemnifying
                                    party and its counsel or other
                                    representatives concerning such Claim and
                                    the indemnifying party and the indemnified
                                    party, and their respective counsel or other
                                    representatives, shall cooperate in good
                                    faith with respect to such Claim.

                           (iv)     No undertaking of defense or opposition to a
                                    Claim shall be construed as an
                                    acknowledgment by such party that it is
                                    liable to the party claiming indemnification
                                    with respect to such Claim or other similar
                                    Claims.

         6.4      Certain Limitations on Indemnity.
                  --------------------------------

                  (a)       Notwithstanding the abovesaid, no claims shall be
                            brought against either party hereunder and/or
                            pursuant to the indemnification provisions of this
                            Agreement (except as the result of the intentional
                            misconduct or fraud of a party) until the aggregate
                            amount of such claims or losses exceeds the total of
                            $15,000, provided that if such aggregate claims and
                            losses by such party exceed $15,000, Purchaser,
                            Seller or the other indemnified parties hereunder,
                            as the case may be, may seek indemnification
                            hereunder for the entire amount of all such claims
                            and losses (and shall not be limited to seeking
                            indemnification for the claims and losses in excess
                            of up to the amount of the Purchase Price
                            hereunder).

                  (b)      Except for losses, claims or liabilities arising due
                           to the intentional or gross misconduct and/or
                           fraudulent action of the Seller with regard to which
                           there will be no time limitation pursuant to this
                           Section 6.4 or otherwise, any claim, loss or
                           liability by the Purchaser for breaches of the

                                       9

<PAGE>


                           representations and warranties made by Seller in this
                           Agreement must be first made by Purchaser no later
                           than 1 year from the date of the Closing.

7.       NOTICES
         -------

         All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given when either personally
served or mailed by certified or registered mail, return receipt requested, at
the addresses set forth on the signature page of this Agreement or to such other
address or to such other persons as Purchaser or Seller shall have last
designated by written notice to the other party hereto.

8.       MISCELLANEOUS.
         -------------

                  (a)      Benefits. This Agreement shall inure to the benefit
                           of and be binding upon the parties hereto and their
                           respective successors, heirs, designees and/or
                           assigns.

                  (b)      Further Assurances. The parties hereto agree and
                           acknowledge that they shall execute and deliver any
                           and all additional writings, instruments, and other
                           documents contemplated hereby or referred to herein,
                           and shall take such further action as is reasonably
                           required in order to effectuate the terms and
                           conditions of this Agreement.

                  (c)      Governing Law. This Agreement shall be governed by
                           and construed according to the laws of the State of
                           Nevada, without regard to its conflicts of law
                           principles.

                  (d)      Article Headings. The article headings contained in
                           this Agreement are for reference purposes only, and
                           shall not affect the meaning or interpretation of
                           this Agreement or any provision hereof.

                  (e)      Costs and Expenses. Purchaser and Seller shall each
                           pay its own costs and expenses, including attorneys'
                           fees, relating to the execution and delivery of this
                           Agreement and the consummation of all transactions
                           contemplated herein.

                  (f)      Assignment. Seller may assign its rights and
                           obligations under this Agreement to an entity under
                           common control with and/or affiliated with or a
                           partner or joint venturer with the Seller. Except as
                           set forth above, neither Seller nor Purchaser may
                           assign this Agreement or any rights or obligations
                           hereunder without the prior consent of the other
                           party. Any such consents required hereunder shall
                           not be unreasonably withheld or delayed, provided
                           the assignee agrees to perform all of the
                           obligations of the assignor and the assignor is not
                           relieved of its obligations hereunder.

                                       10

<PAGE>


                  (g)      Modification. This Agreement shall not be amended,
                           modified or supplemented at any time except by a
                           writing executed by the parties hereto. No
                           amendment, supplement or termination of this
                           Agreement shall affect or impair any rights or
                           obligations that have heretofore matured hereunder.

                  (h)      Confidentiality. The parties (including their
                           respective designees and/or assigns) will keep the
                           existence and terms of this Agreement, including
                           without limitation, the Purchase Price, confidential
                           and will not disclose the same to any person, except
                           for disclosures required by law, disclosures on tax
                           returns, disclosures to employees of Purchaser or
                           Seller who have a need to know such information, and
                           to attorneys, accountants and similar advisors of
                           Purchaser or Seller.



                           [SIGNATURE PAGE TO FOLLOW]








                                       11
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed sealed and delivered as of the date first above written.

                                   PURCHASER:

                                   ABD GAMING SUPPLY, a Mississippi corporation

                                   By:
                                       -----------------------------------------
                                       Title:

                                   Address:     3611 S. Lindell Road, Suite 201
                                                Las Vegas, Nevada 89103
                                                Attention:
                                                           ---------------------


                                   PURCHASER DESIGNEE - VIVA:

                                   VIVA GAMING & RESORTS INC., a Florida
                                   corporation

                                   By:
                                       -----------------------------------------
                                     Title:

                                    Address:    3611 S. Lindell Road, Suite 201
                                                Las Vegas, Nevada 89103
                                                Attention:
                                                           ---------------------

                                    SELLER:

                                    PHOENIX LEISURE, INC., a Nevada corporation

                                    By:
                                       -----------------------------------------
                                               Title:

                                    Address:    3611 S. Lindell Road, Suite 201
                                                Las Vegas, Nevada 89103
                                                Attention:
                                                           ---------------------



                                       12