VIVA GAMING & RESORTS INC.

                             SHAREHOLDERS' AGREEMENT

         THIS SHAREHOLDERS' AGREEMENT (this "Agreement") dated as of July 10,
2001, by and among VIVA GAMING & RESORTS INC., a Florida corporation having a
principal place of business at 3611 South Lindell Road, Suite 108, Las Vegas,
Nevada 89103 (the "Company"), the investor named in the attached Schedule 1 and
having a principal place of business as set forth therein (the "Investor"), and
the persons whose names are set forth on Schedule 2 hereto and having a mailing
address as set forth therein (each an "Other Shareholder" and collectively the
"Other Shareholders"), as amended from time to time to add such other person(s)
who may hereafter become a party to this Agreement. The Investor, the Other
Shareholders and such other persons who may hereafter become a party to this
Agreement are sometimes referred to herein individually as a "Shareholder" and
collectively as the "Shareholders."

                                    RECITALS

         A.       The Company and the Other Shareholders desire to enter into
                  this Agreement with the Company and the Investor for the
                  purpose of regulating between themselves the management of the
                  Company and the ownership and transfer of their shares of the
                  Company, and to set forth in full the terms and conditions of
                  their agreement and understandings.

         B.       Concurrent with the execution and delivery of this Agreement,
                  the Company is issuing and selling to the Investor 3,500,000
                  shares of its common stock, $.001 par value per share (the
                  "Common Stock"), pursuant to the terms and conditions of those
                  certain Securities Purchase Agreements dated of even date
                  herewith between the Company and the Investor (the "Purchase
                  Agreement").

         C.       The Shareholders and the Company have agreed that it is in
                  their mutual best interest and in the best interest of the
                  Company to provide certain rights, obligations and
                  restrictions with respect to the shares of Common Stock now or
                  hereafter owned by any Shareholder and any other voting
                  capital stock of the Company or securities convertible into,
                  exchangeable for or having rights to purchase voting capital
                  stock of the Company (such voting capital stock, securities,
                  preferred stock and Common Stock are hereinafter referred to
                  collectively as "Stock").

         NOW THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and other valuable consideration, the receipt,
adequacy and sufficiency whereof are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby covenant and agree as follows:

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                                   Article 1.

                             STOCK TRANSFERABILITY/
                   TERMINATION OF PRIOR SHAREHOLDERS AGREEMENT

1.01 Restrictions on Transfer. For a period of one (1) year from the date of
this Agreement (except for a Permitted Transfer (as defined below)), no
Shareholder shall transfer any shares of Stock. Thereafter, no Shareholder
(including permitted transferees of Shareholders) shall transfer any shares of
Stock, or any interest therein, whether by operation of law or otherwise, except
in accordance with all of the provisions of this Agreement. As used in this
Agreement, the term "transfer" shall include any sale, pledge, gift, assignment
or other disposition of shares of Stock.

1.02 First Offer. If a Shareholder (the "Selling Shareholder") desires to
transfer any or all of such Shareholder's Stock (the "Offered Stock"), such
Shareholder shall first give written notice (a "Transfer Notice") thereof to the
Company, identifying the proposed transferee, the number of shares sought to be
transferred, the proposed purchase price (the "Offered Price"), if applicable,
the terms of the proposed transaction including the proposed transaction date
and a copy of any written offer or other writing setting forth the terms and
conditions of the proposed transaction. Such Transfer Notice shall constitute an
irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to
the Company at the Offered Price and upon the same terms and conditions as the
Selling Shareholder is willing to sell the Offered Stock to the proposed
transferee. To the extent the consideration proposed to be paid by the proposed
transferee consists of property other than cash, the reasonable cash equivalent
of such property, and the manner of determining the same, shall be stated in
such Transfer Notice. Once given, a Transfer Notice may not be modified or
amended except with the written consent of the Company. Within the ten (10) day
period following the giving of the Transfer Notice (the "Offer Period"), the
Company may, by a majority vote of its disinterested directors, elect, by giving
written notice of such election to the Selling Shareholder, to purchase all but
not less than all of the Offered Stock.

         If the Company waives in writing the Company's right to exercise, or if
the Company fails to timely exercise any purchase option under the provisions of
this subsection, then, the Selling Shareholder hereby gives and grants to the
other Shareholders the right and option to purchase (one time) the Offered Stock
for the Offered Price on a pro rata basis (which right and option must be
exercised and consummated within ten (10) days after receipt of notice from the
Selling Shareholder).

         If the Company and the Shareholders do not elect, by notice in writing
given to the Selling Shareholder within the Offer Period, to purchase all (but
not less than all) of the Offered Stock to which they are entitled, then the
Selling Shareholder shall be free to dispose of all of the Offered Stock within
ninety (90) days of the end of the Offer Period to the original proposed
transferee, at a price not lower than the Offered Price, and upon the terms
stipulated in the Transfer Notice in all material respects; provided, however
that any such sale shall be subject to participation by the Investor pursuant to
the provisions of Section 2.01. However, as a condition to the effectiveness of
such transfer, said transferee shall be required to become a party to this
Agreement as a Shareholder and, pursuant to Section 4.15, shall confirm such
fact by executing a counterpart of this Agreement. If such Offered Stock is not
so disposed of by the Selling Shareholder within such ninety (90) day period,
the Selling Shareholder shall continue to hold such Stock subject to all of the
terms and conditions of this Agreement and may not sell the Stock without again
complying with all of the provisions hereof.

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<PAGE>


1.03 Certain Transfers Not Prohibited. Except as otherwise expressly provided
herein, the restrictions on dispositions of Stock contained in this Agreement
shall not be construed to prohibit the following transfers of Stock ("Permitted
Transfers"):

         (a) transfers of Stock between a Shareholder to or among such
Shareholder's Family Group (as defined below) or by will or the laws of descent
and distribution to such Shareholder's Family Group ("Family Group" means an
individual's spouse and lineal descendants, parents, grandparents and any family
limited partnership or trust or other fiduciary relationship solely for the
benefit of such individual and/or such individual's spouse, parents,
grandparents and/or lineal descendants);

         (b) transfers of Stock upon the death of a Shareholder to his
executors, administrators or legal successors, including without limitation
trustee(s);

         (c) transfers between the Investor to a subsidiary or parent of the
Investor or to an "affiliate" of the Investor (as such term is defined in Rule
501(b) under the Securities Act of 1933, as amended (the "Securities Act") or
transfers by the Investor to any persons owning a beneficial interest in the
Investor;

         (d) transfers by and between or among the Shareholders; and

         (e) a sale of Stock as part of a firm commitment underwritten public
offering of the Company's Common Stock underwritten by a nationally recognized
full-service investment bank pursuant to which the aggregate net proceeds
received by the Company is at least $10 million (calculated after deducting
underwriting discounts and commissions and after the calculation of expenses) (a
"Qualified Public Offering").

         Any and all shares of Stock in the hands of any transferee pursuant to
subsections 1.03(a) - 1.03(c) (each a "Permitted Transferee") shall remain
subject to this Agreement, and Permitted Transferees under subsections 1.03(a) -
1.03(c) shall be deemed to be Shareholders for all purposes of this Agreement as
if they had executed and delivered the Agreement.


                                   Article 2.

                                   TERMINATION

2.01 Termination.

         This Agreement shall terminate with respect to all shares of Stock upon
the earlier of (a) the closing of a Qualified Public Offering, or a sale of all

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<PAGE>

or substantially all of the assets or capital stock of the Company, (b) the
written agreement of all of the parties hereto; (c) the dissolution, bankruptcy
or insolvency of the Company; (d) at such time as only one Shareholder remains,
the shares of the Stock of the other Shareholders having been purchased or
redeemed, as appropriate, in accordance with the terms of this Agreement; (e) a
Change in Control (as defined below); or (f) five (5) years from the date of
this Agreement. For the purposes of this Agreement, a "Change in Control" shall
be deemed to have occurred if the Company: (i) merges or consolidates with
another entity and the holders of the Company Stock immediately prior to such
merger or consolidation fail to own at least a majority of the voting capital
stock of the surviving entity immediately following such merger or
consolidation; (ii) sells or otherwise transfers all or substantially all of its
assets; or (iii) if more than 50% of the voting capital stock of the Company is
transferred in a single transaction or a series of related transactions.

                                   Article 3.

                         VOTING AND CORPORATE GOVERNANCE

3.01 Voting for Directors. The parties agree to vote their shares of Stock or
consent in writing in the manner necessary to produce the following effect:

         (a) the Board of Directors of the Company shall consist of the
following five (5) members: Robert Sim, Eric L. Nelson, Cliff McCarlie, Steven
Irwin and Bruce A. McDonald (with the unanimous written consent of such Board of
Directors necessary to increase or decrease above five (5) or decrease below
five (5) the number of directors constituting the Board of Directors);

         (b) until such time as the Company completes a Qualified Public
Offering and for so long as the Investor and its affiliates or partners hold any
Stock, the Shareholders shall vote all of their shares of Stock in such a manner
as to elect to the Board of Directors of the Company two (2) individuals
designated by the Investor (such individual being the "Investor Directors");

         (c) the Shareholders shall vote all of their shares of Stock in such a
manner as to enable Shareholders entitled to designate members of the Company's
Board of Directors pursuant to subsection 3.01(b) and, in their sole discretion,
to remove and replace, whether upon the occurrence of a vacancy for any reason,
or otherwise, their respective designees.

3.02 Board Member Expenses. The Company shall reimburse members of the Board of
Directors for the customary and reasonable expenses of attending the meetings of
the Board of Directors.

3.03 Indemnification. The Company shall not amend the indemnification provisions
of the Company's Articles of Incorporation (as amended, the "Articles") or
Bylaws to eliminate or reduce the indemnification provided for all directors and
such provisions as so written shall be deemed to be a contract with each
director regarding his or her indemnification by the Company.

                                       4

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3.04 Bylaws. The Company shall at all times maintain provisions in its Bylaws
and/or Articles indemnifying all directors against liability and absolving all
directors from liability to the Company and its shareholders to the maximum
extent permitted under the laws of the State of Florida. In addition, the Bylaws
shall at all times contain a provision requiring an eighty percent (80%) vote on
all matters brought before the Board, provided that upon termination of this
Agreement, the Shareholders shall take all action necessary to eliminate such
provision upon the termination of this Agreement.

                                   Article 4.

                                  MISCELLANEOUS

4.01 No Right of Employment. No Shareholder shall have any right of employment
or other benefits, or any right to be a Director or officer of the Company,
solely as a consequence of owning Stock in the Company. Each Shareholder who is
a Director or officer of the Company acknowledges that, if the Board of
Directors determines that salary or other compensation (other than dividends)
shall be paid to any Director or officer of the Company, the Company shall be
under no obligation to pay each other Director or officer a proportionate share
of such salary or compensation.

4.02 Filing of Agreement. A copy of this Agreement, as amended from time to
time, shall be filed with and retained by the Secretary of the Company.

4.03 Company Designee. All rights granted to the Company by the terms of this
Agreement may be exercised by such person, persons, entity or entities as the
Board of Directors of the Company, in its sole discretion, shall designate
acting by vote or unanimous written consent.

4.04 Endorsement of Stock Certificates. All certificates representing Stock
owned by the Shareholders shall have conspicuously endorsed thereon a legend
substantially as follows:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS UPON TRANSFER PURSUANT TO A SHAREHOLDERS AGREEMENT BY AND
         AMONG THE COMPANY AND ITS SHAREHOLDERS DATED JULY 10, 2001, AS MAY BE
         AMENDED FROM TIME TO TIME. A COPY OF THE SHAREHOLDERS AGREEMENT MAY BE
         OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF
         THE HOLDER HEREOF.

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR
         OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
         STATEMENT COVERING SUCH SHARES UNDER THAT ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
         COMPANY, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE."

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4.05 Closing. Except as otherwise provided herein, whenever the Company or any
Shareholder, as the case may be, elects to purchase Stock pursuant to this
Agreement, the Company or the Shareholder selling such Stock, whichever is
applicable, shall be given written notice of the election to accept an offer,
specifying therein the date and place for the closing of the sale, which closing
shall occur no later than thirty (30) days following such election. A copy of
all such notices given by Shareholders shall be provided to the Company
simultaneously with the giving of such notices. If either the Company and/or one
or more Shareholders have elected to purchase Stock, all closings shall take
place simultaneously and the closing date for the sale shall be the later of the
dates chosen by the Company and such accepting Shareholder(s). In the event that
the purchase of the Stock is not consummated through no fault of the selling
party on or before the closing date determined in accordance with the provisions
hereof, the right of any party failing to purchase such Stock hereunder on such
occasion shall expire.

4.06 Payment for Stock. Except as otherwise provided hereinafter with respect to
certain purchases of Stock by the Company, all payments hereunder shall be made
in cash, by certified cashier's or bank check, or by wire transfer of
immediately available funds. To the extent that the proposed consideration to be
paid by any proposed transferee consists of property other than cash, the
purchase price shall be paid in cash in lieu of the fair market value of such
non-cash consideration, or the fair value thereof if there is no market
therefor.

4.07 Delivery of Stock and Documents. Upon the closing of a sale as herein
provided, the seller shall deliver to each purchaser in exchange for payment of
the purchase price: (a) the certificates for the Stock being sold, endorsed for
transfer and bearing any necessary documentary stamps, and (b) such assignments,
certificates of authority, tax releases, consents to transfer, instruments and
evidence of title of the seller, and of his compliance with applicable state and
Federal law, as may be reasonably required by counsel for each such purchaser.

4.08 Entire Agreement. This Agreement represents the complete agreement among
the parties hereto with respect to the transactions contemplated hereby and
supersedes all prior written or oral agreements and understandings.

4.09 Pronouns. Whenever the context of this Agreement permits, the masculine
gender shall include the feminine and neuter genders, and any reference to the
singular or plural shall be interchangeable with the other.

4.10 Separability. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if any such invalid or
unenforceable provisions were omitted.

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4.11 Headings. The headings in this Agreement have been inserted for convenience
of reference only and shall not constitute a part of this Agreement. 4.12
Adjustments. If there shall be any change in the Stock of the Company through
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, anti-dilution addition, combination or exchange of shares, or the like
(any such event being an "Adjustment"), all of the terms and provisions of this
Agreement shall apply to any new, additional or different shares or securities
issued as a result of such Adjustment and the price and number of securities
subject to the provisions hereof shall be adjusted accordingly.

4.13 Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given, on the date of transmittal of services via telecopy to the party to whom
notice is to be given (with a confirming copy delivered within 24 hours
thereafter), or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, or via a nationally recognized overnight courier providing a receipt
for delivery and properly addressed as set forth on Schedule I hereto. Any party
may change its address for purposes of this paragraph by giving notice of the
new address to each of the other parties in the manner set forth above.

4.14 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives,
successors and assigns.

4.15 Parties. Any person who acquires ownership of Stock (including shares of
Stock hereafter issued) including, without limitation, any transferee by
operation of law, shall automatically become a party to this Agreement, as a
Shareholder, and shall confirm such fact by executing, upon request of any of
the parties hereto, a counterpart of this Agreement. The Company shall undertake
not to issue shares of Stock except, if as a condition to such issuance, the
transferee becomes a party to this Agreement. Any person acquiring shares of
Stock from the Investor or any Permitted Transferee of the Investor hereof,
shall be deemed an Investor hereunder.

4.16 Failure to Comply with the Provisions of this Agreement. In addition to any
other legal or equitable remedies which it or they may have, the Company and the
Shareholders may enforce their rights under any provision of this Agreement by
actions for specific performance (to the extent permitted by law) and each party
hereto acknowledges and agrees that the parties hereto will be irreparably
damaged in the event that this Agreement is breached. Further, the Company may
refuse to transfer on its books record ownership of Stock which shall have been
sold or transferred in violation of this Agreement or to recognize any
transferee as one of the Company's shareholders for any purpose (including
without limitation, for purposes of dividend and voting rights) until all
applicable provisions of this Agreement have been complied with in full. All
remedies provided by this Agreement are in addition to other remedies provided
by law.

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4.17 Waiver and Amendment. This Agreement may not be amended or modified, and no
provision hereof may be waived, without the written consent of all parties to
the Agreement (including permitted transferees).

4.18 Facsimile Signatures and Counterparts. This Agreement may be executed by
facsimile and in counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same agreement with the same effect as if
all parties had signed the same signature page.

4.19 Governing Law; Dispute Resolution. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of Florida
without giving effect to the principles of the conflict of laws thereof. In the
event of any dispute between the parties with respect to this Agreement, such
disputes shall be decided by binding arbitration before the American Arbitration
Association ("AAA") in Las Vegas, Nevada in accordance with its commercial
arbitration rules, with a single arbitrator presiding, and judgment upon the
award rendered may be entered in any court of competent jurisdiction. The
parties shall each pay one-half (1/2) of the initial filing fee required by the
AAA to commence such arbitration. Notwithstanding anything to the contrary, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement or of any amendments to this Agreement. The prevailing party
in any such dispute shall be entitled to recover its reasonable attorneys fees
and costs incurred or paid in connection therewith.

         NOW THEREFORE, the Company and the Shareholders have executed this
Shareholders Agreement as of the day and year first above written.

                                  THE COMPANY:

                                                Viva Gaming &Resorts Inc.


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


                                  THE INVESTOR:

                                                    Phoenix Leisure, Inc.


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



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                                                     THE OTHER SHAREHOLDERS:


                                  ------------------------------------
                                  Stephen Irwin

                                  ------------------------------------
                                  R. A. Bruce McDonald

                                  ------------------------------------
                                  Eric L. Nelson

                                  ------------------------------------
                                  Robert Sim

                                  ------------------------------------
                                  Rosemarie Sim

                                  ------------------------------------
                                  Gene McCarlie

                                  ------------------------------------
                                  Clifford McCarlie

                                  ------------------------------------
                                  Doug Waugh


                                  Middlemarch Partners Ltd.


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

                                  ------------------------------------
                                  Peter LaFemina

<PAGE>


                                   SCHEDULE I
                                   ----------

                                    Investor




Investor                          Principal Place of Business
--------                          ---------------------------

Phoenix Leisure, Inc.             3611 South Lindell Road, Suite 108
                                  Las Vegas, Nevada 89103


<PAGE>

<PAGE>





                                   SCHEDULE II
                                   -----------



Other Shareholder              Principal Place of Business
-----------------              ---------------------------

Stephen Irwin                  Stephen Irwin, Of Counsel
                               Olshan Grundman Frome Rosenzweig & Wolosky LLP
                               505 Park Avenue                          New
                               York, New York 10022

R. A. Bruce McDonald           c/o Thomson Kernaghan
                               1000-1177 W. Hastings Street Vancouver, BC V6E
                               2K3     Canada
Eric L. Nelson                 3611 S. Lindell Road, Suite 201
                               Las Vegas, Nevada  89103

Robert Sim                     1150 Rose Street
                               Regina, SK  54R 1Z6          Canada
Rosemarie Sim                  1150 Rose Street
                               Regina, SK  54R 1Z6          Canada
Dana Gillman                   c/o Suite 3100                        181 Bay
                               Street                   Toronto, Ontario M5J
                               2T3   Canada